Form 6-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of March, 2016
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrants Name into English)
Avenida Brigadeiro Luis Antonio, 1343, 9º Andar
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 |
Explanatory Note
Amended numbering of the item 3.6 and its cross-reference in the item 1.4.1 (g) of the Material Fact Disclosure Policy And Securities Trading Policy.
ULTRAPAR HOLDINGS INC.
ITEM |
1. | Individual and Consolidated Interim Financial Information for the Three-Month Period Ended September 30, 2015 Report on Review of Interim Financial Information |
2. | 3Q15 Earnings release |
3. | Board of Directors Minutes |
4. | Material Fact Disclosure Policy And Securities Trading Policy |
(Convenience Translation into English from
the Original Previously Issued in Portuguese)
Ultrapar Participações S.A.
Interim Financial Information
for the Nine-Month Period
Ended September 30, 2015
Report on Review of Interim
Financial Information
Deloitte Touche Tohmatsu Auditores Independentes
Ultrapar Participações S.A. and Subsidiaries
Individual and Consolidated Interim Financial Information
for the Nine-Month Period Ended September 30, 2015
Table of Contents
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of
Ultrapar Participações S.A.
São PauloSP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (the Company), identified as Parent and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the three-month period ended September 30, 2015, which comprises the balance sheet as of September 30, 2015 and the related statements of income and comprehensive income for the three and nine-month periods then ended and changes in equity and cash flows for the nine-month period then ended, including the explanatory notes.
The Companys Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1)Interim Financial Information and international standard IAS 34Interim Financial Reporting, issued by the International Accounting Standards BoardIASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the interim financial information referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards issued by the CVM.
3
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added (DVA) for the ninemonth period ended September 30, 2015, prepared under the responsibility of the Companys Management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting StandardsIFRSs, which do not require the presentation of the DVA. These statements were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.
The accompanying individual and consolidated interim financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, November 4, 2015
DELOITTE TOUCHE TOHMATSU |
Edimar Facco | |
Auditores Independentes |
Engagement Partner |
4
Ultrapar Participações S.A. and Subsidiaries
Balance Sheets
as of September 30, 2015 and December 31, 2014
(In thousands of Brazilian Reais)
Parent | Consolidated | |||||||||||||||||
Assets |
Note | 09/30/2015 | 12/31/2014 | 09/30/2015 | 12/31/2014 | |||||||||||||
Current assets |
||||||||||||||||||
Cash and cash equivalents |
4 | 62,725 | 119,227 | 2,217,921 | 2,827,369 | |||||||||||||
Financial investments |
4 | 10,261 | 67,864 | 1,464,313 | 1,441,813 | |||||||||||||
Trade receivables, net |
5 | | | 3,086,085 | 2,604,101 | |||||||||||||
Inventories, net |
6 | | | 2,495,131 | 1,925,002 | |||||||||||||
Recoverable taxes, net |
7 | 41,896 | 30,713 | 759,084 | 593,462 | |||||||||||||
Dividends receivable |
90,059 | 448,233 | | | ||||||||||||||
Other receivables |
2,447 | 15,881 | 70,466 | 43,342 | ||||||||||||||
Prepaid expenses, net |
10 | 123 | 39 | 75,283 | 67,268 | |||||||||||||
|
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|
|
|
|
|
|
|||||||||||
Total current assets |
207,511 | 681,957 | 10,168,283 | 9,502,357 | ||||||||||||||
Non-current assets |
||||||||||||||||||
Financial investments |
4 | | | 400,187 | 130,940 | |||||||||||||
Trade receivables, net |
5 | | | 142,303 | 143,806 | |||||||||||||
Related parties |
8.a | 750,000 | 806,456 | 490 | 10,858 | |||||||||||||
Deferred income and social contribution taxes |
9.a | 15,742 | 1,479 | 556,736 | 462,573 | |||||||||||||
Recoverable taxes, net |
7 | 8,184 | 23,122 | 49,661 | 75,404 | |||||||||||||
Escrow deposits |
23 | 148 | 148 | 737,750 | 696,835 | |||||||||||||
Other receivables |
| | 8,551 | 5,832 | ||||||||||||||
Prepaid expenses, net |
10 | | | 132,454 | 131,228 | |||||||||||||
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|
|||||||||||
774,074 | 831,205 | 2,028,132 | 1,657,476 | |||||||||||||||
Investments |
||||||||||||||||||
In subsidiaries |
11.a | 7,653,683 | 7,099,524 | | | |||||||||||||
In joint-ventures |
11.a;11.b | 39,922 | 24,076 | 83,961 | 54,508 | |||||||||||||
In associates |
11.c | | | 21,101 | 13,143 | |||||||||||||
Other |
| | 2,814 | 2,814 | ||||||||||||||
Property, plant, and equipment, net |
12 | | | 5,314,045 | 5,091,971 | |||||||||||||
Intangible assets, net |
13 | 246,163 | 246,163 | 3,241,727 | 3,158,113 | |||||||||||||
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|
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|
|||||||||||
7,939,768 | 7,369,763 | 8,663,648 | 8,320,549 | |||||||||||||||
Total non-current assets |
8,713,842 | 8,200,968 | 10,691,780 | 9,978,025 | ||||||||||||||
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|
|||||||||||
Total assets |
8,921,353 | 8,882,925 | 20,860,063 | 19,480,382 | ||||||||||||||
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|
|
|
|
|
|
The accompanying notes are an integral part of the interim financial information.
5
Ultrapar Participações S.A. and Subsidiaries
Balance Sheets
as of September 30, 2015 and December 31, 2014
(In thousands of Brazilian Reais)
Parent | Consolidated | |||||||||||||||||
Liabilities |
Note | 09/30/2015 | 12/31/2014 | 09/30/2015 | 12/31/2014 | |||||||||||||
Current liabilities |
||||||||||||||||||
Loans |
14 | | | 2,098,397 | 2,554,730 | |||||||||||||
Debentures |
14.g | 4,257 | 874,312 | 68,670 | 884,900 | |||||||||||||
Finance leases |
14.i | | | 2,379 | 2,734 | |||||||||||||
Trade payables |
15 | 43 | 536 | 948,421 | 1,279,502 | |||||||||||||
Salaries and related charges |
16 | 194 | 158 | 388,719 | 294,579 | |||||||||||||
Taxes payable |
17 | 825 | 110 | 184,942 | 138,835 | |||||||||||||
Dividends payable |
20.g | 16,213 | 213,301 | 19,199 | 218,375 | |||||||||||||
Income and social contribution taxes payable |
| | 67,422 | 134,399 | ||||||||||||||
Post-employment benefits |
24.b | | | 8,963 | 11,419 | |||||||||||||
Provision for asset retirement obligation |
18 | | | 5,140 | 4,598 | |||||||||||||
Provision for tax, civil, and labor risks |
23.a | | | 55,501 | 64,169 | |||||||||||||
Other payables |
12,126 | 236 | 75,726 | 80,392 | ||||||||||||||
Deferred revenue |
19 | | | 23,319 | 23,450 | |||||||||||||
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|
|||||||||||
Total current liabilities |
33,658 | 1,088,653 | 3,946,798 | 5,692,082 | ||||||||||||||
Non-current liabilities |
||||||||||||||||||
Loans |
14 | | | 5,328,860 | 3,489,586 | |||||||||||||
Debentures |
14.g | 799,475 | | 2,198,676 | 1,398,952 | |||||||||||||
Finance leases |
14.i | | | 44,066 | 44,310 | |||||||||||||
Related parties |
8.a | 1,381 | | 4,372 | 4,372 | |||||||||||||
Subscription warrants indemnification |
3.a | 133,402 | 92,072 | 133,402 | 92,072 | |||||||||||||
Deferred income and social contribution taxes |
9.a | | | 291,079 | 152,847 | |||||||||||||
Provision for tax, civil, and labor risks |
23.a | 4,216 | 4,201 | 660,687 | 623,272 | |||||||||||||
Post-employment benefits |
24.b | | | 120,810 | 108,372 | |||||||||||||
Provision for asset retirement obligation |
18 | | | 68,246 | 66,204 | |||||||||||||
Other payables |
| | 76,038 | 74,009 | ||||||||||||||
Deferred revenue |
19 | | | 8,843 | 7,709 | |||||||||||||
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|
|||||||||||
Total non-current liabilities |
938,474 | 96,273 | 8,935,079 | 6,061,705 | ||||||||||||||
Shareholders equity |
||||||||||||||||||
Share capital |
20.a | 3,838,686 | 3,838,686 | 3,838,686 | 3,838,686 | |||||||||||||
Capital reserve |
20.c | 546,607 | 547,462 | 546,607 | 547,462 | |||||||||||||
Revaluation reserve |
20.d | 5,653 | 5,848 | 5,653 | 5,848 | |||||||||||||
Profit reserves |
20.e | 3,169,704 | 3,169,704 | 3,169,704 | 3,169,704 | |||||||||||||
Treasury shares |
20.b | (394,880 | ) | (103,018 | ) | (394,880 | ) | (103,018 | ) | |||||||||
Additional dividends to the minimum mandatory dividends |
20.g | | 188,976 | | 188,976 | |||||||||||||
Retained earnings |
572,559 | | 572,559 | | ||||||||||||||
Valuation adjustments |
2.c;2.o; 20.f | 45,177 | 7,149 | 45,177 | 7,149 | |||||||||||||
Cumulative translation adjustments |
2.c;2.r;20.f | 165,715 | 43,192 | 165,715 | 43,192 | |||||||||||||
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Shareholders equity attributable to: |
||||||||||||||||||
Shareholders of the Company |
7,949,221 | 7,697,999 | 7,949,221 | 7,697,999 | ||||||||||||||
Non-controlling interests in subsidiaries |
| | 28,965 | 28,596 | ||||||||||||||
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Total shareholders equity |
7,949,221 | 7,697,999 | 7,978,186 | 7,726,595 | ||||||||||||||
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|
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Total liabilities and shareholders equity |
8,921,353 | 8,882,925 | 20,860,063 | 19,480,382 | ||||||||||||||
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The accompanying notes are an integral part of the interim financial information.
6
Ultrapar Participações S.A. and Subsidiaries
Income Statements
For the nine-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais, except earnings per share)
Parent | Consolidated | |||||||||||||||||
Note | 01/01/2015 to 09/30/2015 |
01/01/2014 to 09/30/2014 |
01/01/2015 to 09/30/2015 |
01/01/2014 to 09/30/2014 |
||||||||||||||
Net revenue from sales and services |
25 | | | 55,075,167 | 49,914,027 | |||||||||||||
Cost of products and services sold |
26 | | | (50,299,900 | ) | (45,972,139 | ) | |||||||||||
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Gross profit |
| | 4,775,267 | 3,941,888 | ||||||||||||||
Operating income (expenses) |
||||||||||||||||||
Selling and marketing |
26 | | | (1,834,548 | ) | (1,584,329 | ) | |||||||||||
General and administrative |
26 | (11 | ) | (29,582 | ) | (935,399 | ) | (833,521 | ) | |||||||||
Gain on disposal of property, plant and equipment and intangibles |
28 | | 29,231 | 15,194 | ||||||||||||||
Other operating income, net |
27 | 29,784 | 10,173 | 15,664 | 62,448 | |||||||||||||
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Operating income before financial income (expenses) and share of profit of subsidiaries, joint ventures and associates |
29,773 | (19,409 | ) | 2,050,215 | 1,601,680 | |||||||||||||
Financial income |
29 | 135,677 | 95,481 | 309,467 | 263,996 | |||||||||||||
Financial expenses |
29 | (125,792 | ) | (67,226 | ) | (851,012 | ) | (584,739 | ) | |||||||||
Share of profit (loss) of subsidiaries, joint ventures and associates |
11 | 983,250 | 866,650 | (5,232 | ) | (10,820 | ) | |||||||||||
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Income before income and social contribution taxes |
1,022,908 | 875,496 | 1,503,438 | 1,270,117 | ||||||||||||||
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Income and social contribution taxes |
||||||||||||||||||
Current |
9.b | (27,856 | ) | (2,476 | ) | (495,147 | ) | (436,932 | ) | |||||||||
Deferred |
9.b | 14,264 | (851 | ) | (51,069 | ) | (1,163 | ) | ||||||||||
Tax incentives |
9.b;9.c | | 59,002 | 47,441 | ||||||||||||||
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(13,592 | ) | (3,327 | ) | (487,214 | ) | (390,654 | ) | |||||||||||
Net income for the period |
1,009,316 | 872,169 | 1,016,224 | 879,463 | ||||||||||||||
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Net income for the period attributable to: |
||||||||||||||||||
Shareholders of the Company |
1,009,316 | 872,169 | 1,009,316 | 872,169 | ||||||||||||||
Non-controlling interests in subsidiaries |
| | 6,908 | 7,294 | ||||||||||||||
Earnings per share (based on weighted average number of shares outstanding) R$ |
||||||||||||||||||
Basic |
30 | 1.8536 | 1.5996 | 1.8536 | 1.5996 | |||||||||||||
Diluted |
30 | 1.8388 | 1.5874 | 1.8388 | 1.5874 |
The accompanying notes are an integral part of the interim financial information.
7
Ultrapar Participações S.A. and Subsidiaries
Income Statements
For the three-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais, except earnings per share)
Parent | Consolidated | |||||||||||||||||
Note | 07/01/2015 to 09/30/2015 |
07/01/2014 to 09/30/2014 |
07/01/2015 to 09/30/2015 |
07/01/2014 to 09/30/2014 |
||||||||||||||
Net revenue from sales and services |
25 | | | 19,160,848 | 17,299,930 | |||||||||||||
Cost of products and services sold |
26 | | | (17,510,348 | ) | (15,929,882 | ) | |||||||||||
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Gross profit |
| | 1,650,500 | 1,370,048 | ||||||||||||||
Operating income (expenses) |
||||||||||||||||||
Selling and marketing |
26 | | | (636,721 | ) | (556,706 | ) | |||||||||||
General and administrative |
26 | (2 | ) | (2,470 | ) | (337,814 | ) | (268,861 | ) | |||||||||
Gain on disposal of property, plant and equipment and intangibles |
28 | | | 4,600 | 8,502 | |||||||||||||
Other operating income, net |
27 | | 2,420 | 15,408 | 20,880 | |||||||||||||
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Operating income before financial income (expenses) and share of profit of subsidiaries, joint ventures and associates |
(2 | ) | (50 | ) | 695,973 | 573,863 | ||||||||||||
Financial income |
29 | 51,698 | 35,580 | 106,307 | 92,742 | |||||||||||||
Financial expenses |
29 | (36,418 | ) | (22,828 | ) | (339,442 | ) | (200,142 | ) | |||||||||
Share of profit (loss) of subsidiaries, joint ventures and associates |
11 | 285,881 | 317,694 | (5,760 | ) | (5,185 | ) | |||||||||||
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Income before income and social contribution taxes |
301,159 | 330,396 | 457,078 | 461,278 | ||||||||||||||
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Income and social contribution taxes |
||||||||||||||||||
Current |
9.b | (6,626 | ) | (2,476 | ) | (110,354 | ) | (130,324 | ) | |||||||||
Deferred |
9.b | 1,351 | (1,739 | ) | (69,863 | ) | (16,662 | ) | ||||||||||
Tax incentives |
9.b;9.c | | | 21,680 | 14,486 | |||||||||||||
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(5,275 | ) | (4,215 | ) | (158,537 | ) | (132,500 | ) | |||||||||||
Net income for the period |
295,884 | 326,181 | 298,541 | 328,778 | ||||||||||||||
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Net income for the period attributable to: |
||||||||||||||||||
Shareholders of the Company |
295,884 | 326,181 | 295,884 | 326,181 | ||||||||||||||
Non-controlling interests in subsidiaries |
| | 2,657 | 2,597 | ||||||||||||||
Earnings per share (based on weighted average number of shares outstanding) R$ |
||||||||||||||||||
Basic |
30 | 0.5450 | 0.5971 | 0.5450 | 0.5971 | |||||||||||||
Diluted |
30 | 0.5406 | 0.5922 | 0.5406 | 0.5922 |
The accompanying notes are an integral part of the interim financial information.
8
Ultrapar Participações S.A. and Subsidiaries
Statements of Comprehensive Income
For the nine-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais)
Parent | Consolidated | |||||||||||||||||
Note | 01/01/2015 to 09/30/2015 |
01/01/2014 to 09/30/2014 |
01/01/2015 to 09/30/2015 |
01/01/2014 to 09/30/2014 |
||||||||||||||
Net income for the period attributable to shareholders of the Company |
1,009,316 | 872,169 | 1,009,316 | 872,169 | ||||||||||||||
Net income for the period attributable to non-controlling interests in subsidiaries |
| | 6,908 | 7,294 | ||||||||||||||
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|
|||||||||||
Net income for the period |
1,009,316 | 872,169 | 1,016,224 | 879,463 | ||||||||||||||
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|
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Items that are subsequently reclassified to profit or loss: |
||||||||||||||||||
Fair value adjustments of available for sale financial |
2.c;20.f | 38,028 | 10 | 38,028 | 10 | |||||||||||||
Cumulative translation adjustments, net of hedge of net investments in foreign operations |
2.c; 2.r; 20.f |
122,523 | (18,351 | ) | 122,523 | (18,351 | ) | |||||||||||
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|
|
|
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|
|
|||||||||||
Total comprehensive income for the period |
1,169,867 | 853,828 | 1,176,775 | 861,122 | ||||||||||||||
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|
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|
|
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|
|||||||||||
Total comprehensive income for the period attributable to shareholders of the Company |
1,169,867 | 853,828 | 1,169,867 | 853,828 | ||||||||||||||
Total comprehensive income for the period attributable to non-controlling interest in subsidiaries |
| | 6,908 | 7,294 |
The accompanying notes are an integral part of the interim financial information.
9
Ultrapar Participações S.A. and Subsidiaries
Statements of Comprehensive Income
For the three-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais)
Parent | Consolidated | |||||||||||||||||||
Note | 07/01/2015 to 09/30/2015 |
07/01/2014 to 09/30/2014 |
07/01/2015 to 09/30/2015 |
07/01/2014 to 09/30/2014 |
||||||||||||||||
Net income for the period attributable to shareholders of |
295,884 | 326,181 | 295,884 | 326,181 | ||||||||||||||||
Net income for the period attributable to non-controlling interests in subsidiaries |
| | 2,657 | 2,597 | ||||||||||||||||
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|
|
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|
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|
|||||||||||||
Net income for the period |
295,884 | 326,181 | 298,541 | 328,778 | ||||||||||||||||
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|
|||||||||||||
Items that are subsequently reclassified to profit or loss: |
||||||||||||||||||||
Fair value adjustments of available for sale financial instruments |
2.c;20.f | 24,806 | 27 | 24,806 | 27 | |||||||||||||||
Cumulative translation adjustments, net of hedge of net investments in foreign operations |
|
2.c; 2.r; 20.f |
|
70,867 | (32,207 | ) | 70,867 | (32,207 | ) | |||||||||||
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|
|
|
|
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|
|||||||||||||
Total comprehensive income for the period |
391,557 | 294,001 | 394,214 | 296,598 | ||||||||||||||||
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|
|
|
|
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|
|||||||||||||
Total comprehensive income for the period attributable to shareholders of the Company |
391,557 | 294,001 | 391,557 | 294,001 | ||||||||||||||||
Total comprehensive income for the period attributable to non-controlling interest in subsidiaries |
| | 2,657 | 2,597 |
The accompanying notes are an integral part of the interim financial information.
10
Ultrapar Participações S.A. and Subsidiaries
Statements of Changes in Equity
For the nine-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais, except dividends per share)
Profit reserve | Cumulative other comprehensive income |
Shareholders equity attributable to: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note | Share capital |
Capital reserve |
Revaluation reserve of subsidiaries |
Legal reserve |
Investments statutory reserve |
Retention of profits |
Valuation adjustments |
Cumulative translation adjustments |
Retained earnings |
Treasury shares |
Additional dividends to the minimum mandatory dividends |
Shareholders of the Company |
Non-controlling interests in subsidiaries |
Consolidated shareholders equity |
||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2013 |
3,696,773 | 20,246 | 6,107 | 335,099 | 1,038,467 | 1,333,066 | 5,428 | 38,076 | | (114,885 | ) | 161,584 | 6,519,961 | 26,925 | 6,546,886 | |||||||||||||||||||||||||||||||||||||||||||||
Net income for the period |
| | | | | | | | 872,169 | | | 872,169 | 7,294 | 879,463 | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments of financial instruments |
|
2.c; 20.f |
|
| | | | | | 10 | | | | | 10 | | 10 | |||||||||||||||||||||||||||||||||||||||||||
Currency translation of foreign subsidiaries |
|
2.c, 2.r; 20.f |
|
| | | | | | | (18,351 | ) | | | | (18,351 | ) | | (18,351 | ) | ||||||||||||||||||||||||||||||||||||||||
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Total comprehensive income for the period |
| | | | | | 10 | (18,351 | ) | 872,169 | | | 853,828 | 7,294 | 861,122 | |||||||||||||||||||||||||||||||||||||||||||||
Increase in share capital |
|
3.a; 20.a |
|
141,913 | | | | | | | | | | | 141,913 | | 141,913 | |||||||||||||||||||||||||||||||||||||||||||
Capital surplus on subscription of shares |
|
3.a; 20.c |
|
| 498,812 | | | | | | | | | | 498,812 | | 498,812 | |||||||||||||||||||||||||||||||||||||||||||
Share issue costs |
|
3.a; 20.c |
|
| (2,260 | ) | | | | | | | | | | (2,260 | ) | | (2,260 | ) | ||||||||||||||||||||||||||||||||||||||||
Sale of treasury shares |
| 9,289 | | | | | | | | 3,364 | 12,653 | | 12,653 | |||||||||||||||||||||||||||||||||||||||||||||||
Realization of revaluation reserve of subsidiaries |
20.d | | | (194 | ) | | | | | | 194 | | | | | | ||||||||||||||||||||||||||||||||||||||||||||
Income and social contribution taxes on realization of revaluation reserve of subsidiaries |
20.d | | | | | | | | | (31 | ) | | | (31 | ) | | (31 | ) | ||||||||||||||||||||||||||||||||||||||||||
Interim dividends |
20.g | | | | | | | | | (389,554 | ) | | | (389,554 | ) | | (389,554 | ) | ||||||||||||||||||||||||||||||||||||||||||
Dividends attributable to non-controlling interests |
| | | | | | | | | | | | (113 | ) | (113 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition of non-controlling interests |
| | | | | | | | | | | | (129 | ) | (129 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Additional dividends attributable to non-controlling interests |
| | | | | | | | | | | | (5,159 | ) | (5,159 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Approval of additional dividends by the Shareholders Meeting |
20.g | | | | | | | | | | | (161,584 | ) | (161,584 | ) | | (161,584 | ) | ||||||||||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||||
Balance as of September 30, 2014 |
3,838,686 | 526,087 | 5,913 | 335,099 | 1,038,467 | 1,333,066 | 5,438 | 19,725 | 482,778 | (111,521 | ) | | 7,473,738 | 28,818 | 7,502,556 | |||||||||||||||||||||||||||||||||||||||||||||
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11
Ultrapar Participações S.A. and Subsidiaries
Statements of Changes in Equity
For the nine-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais, except dividends per share)
Profit reserve | Cumulative other comprehensive income |
Shareholders equity attributable to: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note | Share capital |
Capital reserve |
Revaluation reserve on subsidiaries |
Legal reserve |
Investments statutory reserve |
Retention of profits |
Valuation adjustments |
Cumulative translation adjustments |
Retained earnings |
Treasury shares |
Additional dividends to the minimum mandatory dividends |
Shareholders of the Company |
Non-controlling interests in subsidiaries |
Consolidated shareholders equity |
||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2014 |
3,838,686 | 547,462 | 5,848 | 397,177 | 1,439,461 | 1,333,066 | 7,149 | 43,192 | | (103,018 | ) | 188,976 | 7,697,999 | 28,596 | 7,726,595 | |||||||||||||||||||||||||||||||||||||||||||||
Net income for the period |
| | | | | | | | 1,009,316 | | | 1,009,316 | 6,908 | 1,016,224 | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments of financial instruments |
|
2.c; 20.f |
|
| | | | | | 38,028 | | | | | 38,028 | | 38,028 | |||||||||||||||||||||||||||||||||||||||||||
Currency translation of foreign subsidiaries hedge of net investments in foreign operation |
|
2.c; 2.r; 20.f |
|
| | | | | | | 122,523 | | | | 122,523 | | 122,523 | |||||||||||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||||
Total comprehensive income for the period |
| | | | | | 38,028 | 122,523 | 1,009,316 | | | 1,169,867 | 6,908 | 1,176,775 | ||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of own shares to held in treasury |
20.b | | (855 | ) | | | | | | | | (291,862 | ) | | (292,717 | ) | | (292,717 | ) | |||||||||||||||||||||||||||||||||||||||||
Realization of revaluation reserve of subsidiaries |
20.d | | | (195 | ) | | | | | | 195 | | | | | | ||||||||||||||||||||||||||||||||||||||||||||
Income and social contribution taxes on realization of revaluation reserve of subsidiaries |
20.d | | | | | | | | | (110 | ) | | | (110 | ) | | (110 | ) | ||||||||||||||||||||||||||||||||||||||||||
Interim dividends |
20.g | | | | | | | | | (436,842 | ) | | | (436,842 | ) | | (436,842 | ) | ||||||||||||||||||||||||||||||||||||||||||
Dividends attributable to non-controlling interests |
| | | | | | | | | | | | (6,530 | ) | (6,530 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition of non-controlling interests |
| | | | | | | | | | | | (9 | ) | (9 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Approval of additional dividends by the Shareholders Meeting |
20.g | | | | | | | | | | | (188,976 | ) | (188,976 | ) | | (188,976 | ) | ||||||||||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||||
Balance as of September 30, 2015 |
3,838,686 | 546,607 | 5,653 | 397,177 | 1,439,461 | 1,333,066 | 45,177 | 165,715 | 572,559 | (394,880 | ) | | 7,949,221 | 28,965 | 7,978,186 | |||||||||||||||||||||||||||||||||||||||||||||
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The accompanying notes are an integral part of the interim financial information.
12
Ultrapar Participações S.A. and Subsidiaries
Statements of Cash FlowsIndirect Method
For the nine-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais)
Parent | Consolidated | |||||||||||||||||
Note | 09/30/2015 | 09/30/2014 | 09/30/2015 | 09/30/2014 | ||||||||||||||
Cash flows from operating activities |
||||||||||||||||||
Net income for the period |
1,009,316 | 872,169 | 1,016,224 | 879,463 | ||||||||||||||
Adjustments to reconcile net income to cash provided by operating activities |
||||||||||||||||||
Share of loss (profit) of subsidiaries, joint ventures and associates |
11 | (983,250 | ) | (866,650 | ) | 5,232 | 10,820 | |||||||||||
Depreciation and amortization |
12;13 | | | 731,447 | 651,466 | |||||||||||||
PIS and COFINS credits on depreciation |
12;13 | | | 9,167 | 9,436 | |||||||||||||
Asset retirement obligation |
18 | | | (3,429 | ) | (3,080 | ) | |||||||||||
Interest, monetary, and foreign exchange rate variations |
125,266 | 69,514 | 1,274,412 | 655,589 | ||||||||||||||
Deferred income and social contribution taxes |
9.b | (14,264 | ) | 851 | 51,069 | 1,163 | ||||||||||||
Gain on disposal of property, plant and equipment and intangibles |
28 | | | (29,231 | ) | (15,194 | ) | |||||||||||
Others |
| 3,393 | 2,952 | |||||||||||||||
Dividends received from subsidiaries and joint-ventures |
931,860 | 1,068,334 | 6,127 | 2,039 | ||||||||||||||
(Increase) decrease in current assets |
||||||||||||||||||
Trade receivables |
5 | | | (481,984 | ) | (150,860 | ) | |||||||||||
Inventories |
6 | | | (568,129 | ) | (194,502 | ) | |||||||||||
Recoverable taxes |
7 | (11,183 | ) | 3,707 | (165,622 | ) | (72,590 | ) | ||||||||||
Other receivables |
13,434 | 55 | (27,124 | ) | (30,031 | ) | ||||||||||||
Prepaid expenses |
10 | (84 | ) | 1,845 | (8,015 | ) | 11,628 | |||||||||||
Increase (decrease) in current liabilities |
||||||||||||||||||
Trade payables |
15 | (493 | ) | (1,124 | ) | (331,081 | ) | (110,571 | ) | |||||||||
Salaries and related charges |
16 | 36 | 17 | 94,140 | (26,538 | ) | ||||||||||||
Taxes payable |
17 | 715 | (18 | ) | 46,107 | 21,967 | ||||||||||||
Income and social contribution taxes |
| | 301,455 | 303,445 | ||||||||||||||
Provision for tax, civil, and labor risks |
23.a | | | (8,668 | ) | 964 | ||||||||||||
Other payables |
11,890 | (28 | ) | (8,094 | ) | (53,020 | ) | |||||||||||
Deferred revenue |
19 | | | (131 | ) | (2,586 | ) | |||||||||||
(Increase) decrease in non-current assets |
||||||||||||||||||
Trade receivables |
5 | | | 1,503 | (13,209 | ) | ||||||||||||
Recoverable taxes |
7 | 14,938 | (18,710 | ) | 25,743 | (43,830 | ) | |||||||||||
Escrow deposits |
| | (40,915 | ) | (67,760 | ) | ||||||||||||
Other receivables |
| | (2,719 | ) | (1,509 | ) | ||||||||||||
Prepaid expenses |
10 | | | (1,226 | ) | 8,009 | ||||||||||||
Increase (decrease) in non-current liabilities |
||||||||||||||||||
Post-employment benefits |
24.b | | | 9,975 | 11,455 | |||||||||||||
Provision for tax, civil, and labor risks |
23.a | 15 | 13 | 37,415 | 13,334 | |||||||||||||
Other payables |
| | 2,029 | (5,451 | ) | |||||||||||||
Deferred revenue |
19 | | | 1,134 | (312 | ) | ||||||||||||
Income and social contribution taxes paid |
| (559 | ) | (368,432 | ) | (320,519 | ) | |||||||||||
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|||||||||||
Net cash provided by operating activities |
1,098,196 | 1,129,416 | 1,571,772 | 1,472,168 | ||||||||||||||
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The accompanying notes are an integral part of the interim financial information.
13
Ultrapar Participações S.A. and Subsidiaries
Statements of Cash FlowsIndirect Method
For the nine-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais)
Parent | Consolidated | |||||||||||||||||
Note | 09/30/2015 | 09/30/2014 | 09/30/2015 | 09/30/2014 | ||||||||||||||
Cash flows from investing activities |
||||||||||||||||||
Financial investments, net of redemptions |
57,603 | (68,706 | ) | (20,065 | ) | (72,674 | ) | |||||||||||
Cash and cash equivalents Extrafama acquisition |
3.a | | | | 9,123 | |||||||||||||
Acquisition of property, plant, and equipment |
12 | | | (486,267 | ) | (466,912 | ) | |||||||||||
Acquisition of intangible assets |
13 | | | (422,555 | ) | (338,891 | ) | |||||||||||
Capital increase in subsidiaries |
11.a | (236,100 | ) | | | |||||||||||||
Capital increase in joint ventures |
11.b | | | (31,000 | ) | (19,000 | ) | |||||||||||
Proceeds from disposal of property, plant and equipment and intangibles |
28 | | | 67,564 | 58,343 | |||||||||||||
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|
|||||||||||
Net cash provided by (used in) investing activities |
57,603 | (304,806 | ) | (892,323 | ) | (830,011 | ) | |||||||||||
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|
|||||||||||
Cash flows from financing activities |
||||||||||||||||||
Loans and debentures |
||||||||||||||||||
Borrowings |
14 | 799,042 | | 2,121,856 | 1,591,867 | |||||||||||||
Repayments |
14 | (800,000 | ) | | (1,640,089 | ) | (700,231 | ) | ||||||||||
Interest paid |
14 | (153,557 | ) | (75,489 | ) | (682,162 | ) | (511,242 | ) | |||||||||
Payment of financial lease |
14.i | | | (3,985 | ) | (4,141 | ) | |||||||||||
Dividends paid |
(822,906 | ) | (775,943 | ) | (831,461 | ) | (782,877 | ) | ||||||||||
Acquisition of non-controlling interests of subsidiaries |
| | (9 | ) | | |||||||||||||
Acquisition of own shares to held in treasury |
20.b | (292,717 | ) | | (292,717 | ) | | |||||||||||
Sale of treasury shares |
| 12,653 | | | ||||||||||||||
Share issue costs |
20.c | | (2,260 | ) | | (2,260 | ) | |||||||||||
Related parties |
57,837 | 22,194 | | | ||||||||||||||
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|
|||||||||||
Net cash used in financing activities |
(1,212,301 | ) | (818,845 | ) | (1,328,567 | ) | (408,884 | ) | ||||||||||
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|||||||||||
Effect of exchange rate changes on cash and cash equivalents in foreign currency |
| | 39,670 | (23,553 | ) | |||||||||||||
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|
|||||||||||
Increase (decrease) in cash and cash equivalents |
(56,502 | ) | 5,765 | (609,448 | ) | 209,720 | ||||||||||||
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|
|||||||||||
Cash and cash equivalents at the beginning of the period |
4 | 119,227 | 110,278 | 2,827,369 | 2,276,069 | |||||||||||||
Cash and cash equivalents at the end of the period |
4 | 62,725 | 116,043 | 2,217,921 | 2,485,789 | |||||||||||||
Additional informationtransactions that do not affect cash and cash equivalents: |
||||||||||||||||||
Extrafarma acquisition capital increase and subscription warrants |
3.a | | 749,289 | | 749,289 | |||||||||||||
Extrafarma acquisition gross debt assumed on the closing date |
3.a | | | | 207,911 |
The accompanying notes are an integral part of the interim financial information.
14
Ultrapar Participações S.A. and Subsidiaries
Statements of Value Added
For the nine-month period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais, except percentages)
Parent | Consolidated | |||||||||||||||||||||||||||||||||
Note | 09/30/2015 | % | 09/30/2014 | % | 09/30/2015 | % | 09/30/2014 | % | ||||||||||||||||||||||||||
Revenue |
||||||||||||||||||||||||||||||||||
Gross revenue from sales and services, except rents and royalties |
25 | | | 56,705,818 | 51,254,554 | |||||||||||||||||||||||||||||
Rebates, discounts, and returns |
25 | | | (256,692 | ) | (227,636 | ) | |||||||||||||||||||||||||||
Allowance for doubtful accountsReversal (allowance) |
| | (18,840 | ) | (14,056 | ) | ||||||||||||||||||||||||||||
Gain on disposal of property, plant and equipment and intangibles and other revenues |
29,784 | | 59,015 | 15,194 | ||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||
29,784 | | 56,489,301 | 51,028,056 | |||||||||||||||||||||||||||||||
Materials purchased from third parties |
||||||||||||||||||||||||||||||||||
Raw materials used |
| | (3,066,672 | ) | (2,806,815 | ) | ||||||||||||||||||||||||||||
Cost of goods, products, and services sold |
| | (47,190,103 | ) | (42,981,969 | ) | ||||||||||||||||||||||||||||
Third-party materials, energy, services, and others |
(13,710 | ) | (25,799 | ) | (1,569,400 | ) | (1,355,645 | ) | ||||||||||||||||||||||||||
Reversal of impairment losses |
18,167 | 10,180 | (3,736 | ) | (4,351 | ) | ||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||
4,457 | (15,619 | ) | (51,829,911 | ) | (47,148,780 | ) | ||||||||||||||||||||||||||||
Gross value added |
34,241 | (15,619 | ) | 4,659,390 | 3,879,276 | |||||||||||||||||||||||||||||
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|
|||||||||||||||||||||||||||
Deductions |
||||||||||||||||||||||||||||||||||
Depreciation and amortization |
12;13 | | | (731,447 | ) | (651,466 | ) | |||||||||||||||||||||||||||
PIS and COFINS credits on depreciation |
12;13 | | | (9,167 | ) | (9,440 | ) | |||||||||||||||||||||||||||
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|
|||||||||||||||||||||||||||
| | (740,614 | ) | (660,906 | ) | |||||||||||||||||||||||||||||
Net value added by the Company |
34,241 | (15,619 | ) | 3,918,776 | 3,218,370 | |||||||||||||||||||||||||||||
|
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|
|||||||||||||||||||||||||||
Value added received in transfer |
||||||||||||||||||||||||||||||||||
Share of profit of subsidiaries, joint-ventures, and associates |
11 | 983,250 | 866,650 | (5,232 | ) | (10,820 | ) | |||||||||||||||||||||||||||
Dividends and interest on equity at cost |
3 | | 3 | | ||||||||||||||||||||||||||||||
Rents and royalties |
25 | | | 83,436 | 72,022 | |||||||||||||||||||||||||||||
Financial income |
29 | 135,677 | 95,481 | 309,467 | 263,996 | |||||||||||||||||||||||||||||
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|
|
|||||||||||||||||||||||||||
1,118,930 | 962,131 | 387,674 | 325,198 | |||||||||||||||||||||||||||||||
Total value added available for distribution |
1,153,171 | 946,512 | 4,306,450 | 3,543,568 | ||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||
Distribution of value added |
||||||||||||||||||||||||||||||||||
Labor and benefits |
3,768 | | 3,180 | 1,228,394 | 29 | 1,025,816 | 29 | |||||||||||||||||||||||||||
Taxes, fees, and contributions |
13,817 | 1 | 1,319 | 1,116,373 | 26 | 959,241 | 27 | |||||||||||||||||||||||||||
Financial expenses and rents |
126,270 | 11 | 69,844 | 7 | 945,459 | 22 | 679,048 | 19 | ||||||||||||||||||||||||||
Dividends paid |
436,842 | 38 | 389,554 | 41 | 443,372 | 10 | 394,826 | 11 | ||||||||||||||||||||||||||
Retained earnings |
572,474 | 50 | 482,615 | 52 | 572,852 | 13 | 484,637 | 14 | ||||||||||||||||||||||||||
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|||||||||||||||||||
Value added distributed |
1,153,171 | 100 | 946,512 | 100 | 4,306,450 | 100 | 3,543,568 | 100 | ||||||||||||||||||||||||||
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The accompanying notes are an integral part of the interim financial information.
15
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
1. Operations
Ultrapar Participações S.A. (Ultrapar or Company), is a publicly-traded company headquartered at the Brigadeiro Luis Antônio Avenue, 1343 in the city of Săo Paulo SP, Brazil.
The Company engages in the investment of its own capital in services, commercial, and industrial activities, by the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gasLPG distribution (Ultragaz), fuel distribution and related businesses (Ipiranga), production and marketing of chemicals (Oxiteno), and storage services for liquid bulk (Ultracargo), and, as from January 31, 2014, trading of pharmaceutical, hygiene, beauty, and skincare products, through Imifarma Produtos Farmacêuticos e Cosméticos S.A. (Extrafarma) see Note 3.a).
2. Presentation of Interim Financial Information and Summary of Significant Accounting Policies
The Companys individual and consolidated interim financial information were prepared in accordance with the International Accounting Standards (IAS) 34 as issued by the International Accounting Standards Board (IASB), and in accordance with CPC 21 (R1)Interim Financial Reporting issued by the Accounting Pronouncements Committee (CPC) and presented in accordance with standards established by the Brazilian Securities and Exchange Commission (CVM).
The presentation currency of the Companys individual and consolidated interim financial information is the Brazilian Real (R$), which is the Companys functional currency.
The accounting policies described below were applied by the Company and its subsidiaries in a consistent manner for all periods presented in the individual and consolidated interim financial information.
a. Recognition of Income
Revenue is measured at the fair value of the consideration received or receivable, net of sales returns, discounts, and other deductions, if applicable.
Revenue from sales of fuels and lubricants is recognized when the products are delivered to gas stations and to large consumers. Revenue from sales of LPG is recognized when the products are delivered to customers at home, to independent dealers and to industrial and commercial customers. Revenue from sales of pharmaceuticals is recognized when the products are delivered to end user customers in own drugstores and when the products are delivered to independent resellers. Revenue from sales of chemical products is recognized when the products are delivered to industrial customers, depending of the freight mode of delivery. The revenue provided from storage services is recognized through the performance of services. 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 filling costs.
b. Cash and Cash Equivalents
Includes cash, banks deposits, and short-term, highly-liquid investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value. See Note 4 for further details on cash and cash equivalents of the Company and its subsidiaries.
c. Financial Assets
In accordance with IAS 32, IAS 39, and International Financial Reporting Standards (IFRS) 7 (CPC 38, 39 and 40 (R1)), the financial assets of the Company and its subsidiaries are classified in accordance with the following categories:
| Measured at fair value through profit or loss: financial assets held for trading, that is, acquired or incurred principally for the purpose of selling or repurchasing in the near term, and derivatives. The balances are stated at fair value. The interest earned, the exchange variation, and changes in fair value are recognized in profit or loss. |
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
| Held to maturity: non-derivative financial assets with fixed or determinable payments, and fixed maturities for which the entity has the positive intention and ability to hold to maturity. 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. |
| Available for sale: non-derivative financial assets that are designated as available for sale or that are not classified into other categories at initial recognition. 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 acquisition cost plus the interest earned are recognized in cumulative other comprehensive income in the shareholders equity portion of the balance sheet. Accumulated gains and losses recognized in the shareholders equity are reclassified to profit or loss in case of prepayment. |
| Loans and receivables: non-derivative financial assets with fixed or determinable payments or receipts, not quoted in an active market, except: (i) those which the entity intends to sell immediately or in the near term and which the entity classified as measured at fair value through profit or loss; (ii) those classified as available for sale; or (iii) those for which the Company may not recover substantially all of its initial investment for reasons other than credit deterioration. The interest earned and the foreign currency exchange variation are recognized in profit or loss. The balances are stated at acquisition cost plus interest, using the effective interest rate method. Loans and receivables include cash and banks, trade receivables, dividends receivable, and other trade receivables. |
The Company and its subsidiaries use derivative financial instruments for hedging purposes, applying the concepts described below:
| Hedge accountingfair value hedge: derivative financial instruments used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the entitys profit or loss. In the initial designation of the fair value hedge, the relationship between the hedging instrument and the hedged item is documented, including the objectives of risk management, the strategy in conducting the transaction, and the methods to be used to evaluate its effectiveness. Once the fair value hedge has been qualified as effective, the hedge item is also measured at fair value. Gains and losses from hedge instruments and hedge items are recognized in profit or loss. The hedge accounting must be discontinued when the hedge becomes ineffective. |
| Hedge accountingcash flow hedge: derivative 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 that may affect the income statements. 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 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 in the same line of the income statement that the hedged item is recognized. The hedge accounting shall be discontinued when (i) the Company cancels the hedging relationship; (ii) the hedging instrument expires; and (iii) the hedging instrument no longer qualifies for hedge accounting. When hedge accounting is discontinued, gains and losses recognized in other comprehensive income in equity are reclassified to 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 other comprehensive income in equity shall be recognized immediately in profit or loss. |
| Hedge accountinghedge of net investments in foreign operation: derivative 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 in 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 income upon disposal of the foreign operation. |
For further detail on financial instruments of the Company and its subsidiaries, see Notes 4, 14, and 22.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
d. Trade Receivables
Trade receivables are recognized at the amount invoiced, adjusted to present value if applicable, and includes all direct taxes attributable to the Company and its subsidiaries. An allowance for doubtful accounts is recorded based on estimated losses and is set at an amount deemed by management to be sufficient to cover any probable loss on realization of trade receivables (see Notes 5 and 22Customer Credit Risk).
e. Inventories
Inventories are stated at the lower of acquisition cost or net realizable value (see Note 6). The cost value of inventory is measured using the weighted average cost and includes the costs of acquisition and processing directly 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 the Company and 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 operations teams.
f. Investments
Investments in subsidiaries are accounted for under the equity method of accounting in the individual interim financial information of the parent company.
A subsidiary is an investment in which the investor is exposed to, 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 individual and consolidated interim financial information (see Note 11).
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 without 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.
g. Property, Plant, and Equipment
Property, plant, and equipment is recognized at acquisition or construction cost, including financial charges incurred on property, plant, and equipment under construction, as well as maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission, or to restore assets (see Notes 2.m and 18).
Depreciation is calculated using the straight-line method, for the periods mentioned in Note 12, taking into account the useful life of the assets, which are reviewed annually.
Leasehold improvements are depreciated over the shorter of the lease contract term and useful life of the property.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
h. Leases
| Finance Leases |
Certain lease contracts transfer substantially all the risks and benefits associated with the ownership of an asset to the Company and its subsidiaries. These contracts are characterized as finance leases, and assets thereunder are capitalized at lease commencement at their fair value or, if lower, present value of the minimum lease payments under the contracts. The items recognized as assets are depreciated and amortized using the lower of the straight-line method based on the useful lives applicable to each group of assets or the contract terms, as mentioned in Notes 12 and 13. Financial charges under the finance lease contracts are allocated to profit or loss over the lease contract term, based on the amortized cost and the effective interest rate method of the related lease obligation (see Note 14.i).
| Operating Leases |
There are lease transactions where the risks and benefits associated with the ownership of the asset are not transferred and where there is no purchase option, or the purchase option at the end of the contract is equivalent to the market value of the leased asset. Payments made under an operating lease contract are recognized as cost or expense in the income statement on a straight-line basis over the term of the lease contract (see Note 23.g).
i. Intangible Assets
Intangible assets include assets acquired by the Company and its subsidiaries from third parties, according to the criteria below (see Note 13):
| Goodwill is carried net of accumulated amortization as of December 31, 2008, when it ceased to be amortized. Goodwill generated since January 1, 2009 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 identified assets and liabilities assumed of the acquired entity, and is tested annually for impairment. Goodwill is allocated to the business segments, which represent the lower level that goodwill is monitored by the Company for impairment testing purposes. |
| Bonus disbursements as provided in Ipirangas agreements with reseller service stations and major consumers are recognized as distribution rights when paid and amortized using the straight-line method according to the term of the agreement. |
| Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, for the periods mentioned in Note 13, taking into account their useful life, which is reviewed annually. |
The Company and its subsidiaries have not recognized intangible assets that were created internally. The Company and its subsidiaries have not recognized other intangible assets that have an indefinite useful life, except for goodwill, the am/pm brand and Extrafarma brand.
j. 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 or less a provision for loss and, if applicable, adjustment to present value (see Note 2.u).
k. Financial Liabilities
The Company and its subsidiaries financial liabilities include trade payables and other payables, loans, debentures, finance leases and hedging instruments. Financial liabilities are classified as financial liabilities at fair value through profit or loss or financial liabilities at amortized cost. The financial liabilities at fair value through profit or loss refer to derivative financial instruments, subscription warrants, and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 2.c Fair Value Hedge). The financial liabilities at amortized cost are stated at the initial transaction amount plus related charges and transaction costs, net of amortization. The charges are recognized in profit or loss using the effective interest rate method.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
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 to profit or loss over its term, using the effective interest rate method (see Note 14.j). Transaction costs incurred and directly attributable to the issue of shares or other equity instruments are recognized in equity and are not amortized.
l. Income and Social Contribution Taxes on Income
Current and deferred income tax (IRPJ) and social contribution on net income tax (CSLL) are calculated based on their current rates, considering the value of tax incentives. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the reporting period. The current rates in Brazil are 25% for income tax and 9% for social contribution on net income tax. For further details about recognition and realization of IRPJ and CSLL, see Note 9.
m. Provision for Asset Retirement Obligation Fuel Tanks
The Company and its subsidiaries have the legal obligation to remove Ipirangas 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 tanks are installed. The estimated cost is recognized in property, plant, and equipment and depreciated over the respective useful life of the tanks. The amounts recognized as a liability are monetarily restated using the National Consumer Price IndexIPCA until the respective tank is removed (see Note 18). An increase in the estimated cost of the obligation to remove the tanks could result in negative impact in future results. The estimated removal cost is reviewed and updated annually or when there is significant change in its amount and change in the estimated costs are recognized in income when they become known.
n. 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 evaluation of the outcomes of the legal proceedings (see Note 23 items a,b,c,d).
o. 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, using the projected unit credit method (see Note 24.b). The actuarial gains and losses are recognized in other comprehensive income and presented in the statement of shareholders equity. Past service cost is recognized in the income statement.
p. Other Liabilities
Other liabilities are stated at known or measurable amounts plus, if applicable, related charges, monetary restatement, 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.
q. 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 end of the reporting period. The effect of the difference between those exchange rates is recognized in profit or loss until the conclusion of each transaction.
r. Basis for Translation of Interim Financial Information of Foreign Subsidiaries
Assets and liabilities of the foreign subsidiaries, denominated in currencies other than that of the Company (functional currency: Brazilian Real), which have administrative autonomy, are translated using the exchange rate at the end of the reporting period. Revenues and expenses are translated using the average exchange rate of each period and shareholders equity is translated at the historic exchange rate of each transaction affecting shareholders equity. Gains and losses resulting from changes in these foreign investments are directly recognized in the statement of shareholders equity as cumulative translation adjustments and will be recognized in profit or loss if these investments are disposed of. The balance in cumulative other comprehensive income and presented in the shareholders equity as cumulative translation adjustments, net of the exchange rate effect of hedge of net investments, as of September 30, 2015 was a gain of R$ 165,715 (gain of R$ 43,192 as of December 31, 2014).
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The foreign subsidiaries with functional currency different from the Company and which have administrative autonomy 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 de C.V. |
Mexican Peso | Mexico | ||
Oxiteno USA LLC |
U.S. Dollar | United States | ||
Oxiteno Andina, C.A. |
Bolivar | Venezuela | ||
Oxiteno Uruguay S.A. |
U.S. Dollar | Uruguay |
The subsidiary Oxiteno Uruguay S.A. (Oxiteno Uruguay) determined its functional currency as the U.S. dollar (US$), as its sales, purchases of goods, and financing activities are performed substantially in this currency.
According to IAS 29, Venezuela is classified as a hyperinflationary economy. As a result, the financial information of Oxiteno Andina, C.A. (Oxiteno Andina) were adjusted by the Venezuelan Consumer Price Index.
On February 10, 2015, the Venezuelan Central Bank issued Foreign Exchange Regulation No. 33 altering the Venezuelan foreign exchange markets and regulating the legal types recognized of exchange rates:
a) Oficial: Bolivar (VEF) is traded at an exchange rate of 6.30 VEF/US$. This rate is applied to importation of essential goods (medicines and food) channeled through CENCOEXCentro Nacional de Comercio Exterior en Venezuela;
b) SICADSistema Complementario de Administración de Divisas: Bolivar is traded at exchange rate of 13.50VEF/US$, last quotation of September 1, 2015. As the Foreign Exchange Regulation No. 25, only some transactions are allowed, for example, imports of goods, payment of dividends, among other operations.
c) SICAD-IIthis foreign exchange market was eliminated with Foreign Exchange Regulation No. 33. The last quotation was 52.1013 VEF/US$; and
d) SIMADISistema Marginal de Divisas: Bolivar is traded at variable exchange rate of approximately 199 VEF/US$ on September 30, 2015. This rate is applied to through of the bank market, retail market and securities market.
For the consolidation of the Oxiteno Andina in the Company, the amounts in Bolivar have been translated to the U.S. dollar at the exchange rate of SICAD and subsequently translated into Brazilian Reais using the official exchange rate published by the Central Bank of Brazil. In managements judgment, the use of SICAD is the most suitable for conversion, since the exchange rate is the most likely rate for the payment of dividends and return of capital.
Assets and liabilities of the other foreign subsidiaries, which do not have administrative autonomy, are considered an extension of the activities of their parent company and are translated using the exchange rate at the end of the reporting period. Gains and losses resulting from changes in these foreign investments are directly recognized as financial income or loss. The gain recognized in income for the nine-month period ended September 30, 2015 amounted to R$ 7,349 (R$ 716 gain for the nine-month period ended September 30, 2014).
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
s. Use of Estimates, Assumptions and Judgments
The preparation of the interim financial information requires the use of estimates, assumptions, and judgments for the accounting of certain assets, liabilities, and income. Therefore, the Companys and subsidiaries management use the best information available at the time of preparation of the interim financial information, as well as the experience of past and current events, also considering assumptions regarding future events. The interim financial information therefore include estimates, assumptions, and judgments related mainly to determining the fair value of financial instruments (Notes 2.c, 2.k, 4, 14 and 22), the determination of the allowance for doubtful accounts (Notes 2.d, 5 and 22), the determination of provisions for losses of inventories (Notes 2.e and 6), the determination of deferred income taxes amounts (Notes 2.l and 9), the determination of control in subsidiaries (Notes 2.f, 2.r, 3 and 11.a), the determination of joint control in joint venture (Notes 2.f, 11.a and 11.b), the determination of significant influence in associates (Notes 2.f and 11.c), the useful lives of property, plant, and equipment (Notes 2.g and 12), the useful lives of intangible assets, and the determination of the recoverable amount of goodwill (Notes 2.i and 13), provisions for assets retirement obligations (Notes 2.m and 18), provisions for tax, civil, and labor risks (Notes 2.n and 23 items a,b,c,d), estimates for the preparation of actuarial reports (Notes 2.o and 24.b) and the determination of fair value of subscription warrants indemnification (Notes 3.a and 22). The actual result of the transactions and information may differ from their estimates.
t. Impairment of Assets
The Company and its subsidiaries review, at least annually, the existence of any indication that an asset may be impaired. If there is an indication, 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 flow 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 of disposal 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 Company and its subsidiaries consider the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors. 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, the 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 assets 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.
No impairment was recognized in the periods presented (see Note 13.i).
u. Adjustment to Present Value
Some of the Companys subsidiaries recognized a present value adjustment to Tax on Goods and Services (ICMS, the Brazilian VAT) credit balances related to property, plant, and equipment (CIAP). Because recovery of these credits occurs over a 48 month period, the present value adjustment reflects, in the interim financial information, the time value of the ICMS credits to be recovered. The balance of these adjustment to present value totaled R$ 140 as of September 30, 2015 (R$ 279 as of December 31, 2014).
The Company and its subsidiaries reviewed all items classified as non-current and, when relevant, current assets and liabilities, and did not identify the need to recognize other present value adjustments.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
v. Business Combination
A business combination is accounted for under the acquisition method. The cost of the acquisition is measured by the consideration transferred and to be transferred, measured at fair value at the acquisition date. In the business combination, the assets acquired and liabilities assumed are valued 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 is measured at fair value or based on its interest in identifiable net assets acquired. 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 initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to the Companys business segment. When the consideration transferred and to be transferred is lower than the fair value of net assets acquired, the gain is recognized directly in the income statement. Costs related to the acquisition are recorded in the income statement when incurred.
w. Statements of Value Added
As required by Brazilian Corporate Law, the Company and its subsidiaries prepare the individual and consolidated statements of value added (DVA) according to CPC 09 Statement of Value Added, as an integral part of the interim financial information as applicable to publicly-traded companies, and as supplemental information for IFRS, which does not require the presentation of DVA.
x. Cash Flow
The Company and its subsidiaries prepared its individual and consolidated cash flow statements, in accordance with IAS 7 (CPC 03)Cash Flow Statement. The Company and its subsidiaries present the interest paid on loans and debentures in financing activities.
y. Adoption of the Pronouncements Issued by CPC and IFRS
The following standards, amendments, and interpretations to IFRS were issued by the IASB but are not yet effective and were not adopted as of September 30, 2015:
Effective date |
||||
IFRS 9: Financial instrument classification and measurement: includes new requirements for the classification and measurement of financial assets and liabilities, derecognition requirements, new impairment methodology for financial instruments, and new hedge accounting guidance. |
2018 | |||
IFRS 15Revenue from contracts with customers: establish the principles of nature, amount, timing and uncertainty of revenue and cash flow arising from a contract with a customer. |
2017 | (*) |
(*) | On September 11, 2015, the effective date of IFRS 15 was changed to January 1, 2018. |
CPC has not yet issued pronouncements equivalent to IFRS 9 and IFRS 15, but is expected to do so before the date they become effective. The adoption of IFRS pronouncements is subject to prior approval by the CVM. The Company is assessing the potential effects of these standards.
z. Authorization for Issuance of the Interim Financial Information
These interim financial information were authorized for issue by the Board of Directors on November 4, 2015.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
3. Principles of Consolidation and Investments in Subsidiaries
The consolidated interim financial information were prepared following the basic principles of consolidation established by IFRS 10 (CPC 36 (R3)). Investments of one company in another, balances of asset and liability accounts, and revenues and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated shareholders equity and net income.
Consolidation of a subsidiary begins when the parent company obtains direct or indirect control over a company and ceases when the parent company loses control of a company. Income and expenses of a subsidiary acquired are included in the consolidated income statement and other comprehensive income from the date the parent company gains the control. Income and expenses of a subsidiary, in which the parent company loses control, are included in the consolidated income statement and other comprehensive income until the date the parent company loses control.
When necessary, adjustments are made to the interim financial information of subsidiaries to bring their accounting policies into line with the Companys accounting policies.
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Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The consolidated interim financial information includes the following direct and indirect subsidiaries:
% interest in the share | ||||||||||||||||||||||
09/30/2015 | 12/31/2014 | |||||||||||||||||||||
Control | Control | |||||||||||||||||||||
Location | Segment | Direct control |
Indirect control |
Direct control |
Indirect control |
|||||||||||||||||
Ipiranga Produtos de Petróleo S.A. |
Brazil | Ipiranga | 100 | | 100 | | ||||||||||||||||
am/pm Comestíveis Ltda. |
Brazil | Ipiranga | | 100 | | 100 | ||||||||||||||||
Centro de Conveniências Millennium Ltda. |
Brazil | Ipiranga | | 100 | | 100 | ||||||||||||||||
Conveniência Ipiranga Norte Ltda. |
Brazil | Ipiranga | | 100 | | 100 | ||||||||||||||||
Ipiranga Trading Limited |
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 | ||||||||||||||||
Companhia Ultragaz S.A. |
Brazil | Ultragaz | | 99 | | 99 | ||||||||||||||||
Bahiana Distribuidora de Gás Ltda. |
Brazil | Ultragaz | | 100 | | 100 | ||||||||||||||||
Utingás Armazenadora S.A. |
Brazil | Ultragaz | | 57 | | 57 | ||||||||||||||||
LPG International Inc. |
Cayman Islands | Ultragaz | | 100 | | 100 | ||||||||||||||||
Imaven Imóveis Ltda. |
Brazil | Others | | 100 | | 100 | ||||||||||||||||
Isa-Sul Administração e Participações Ltda |
Brazil | Ipiranga | 99 | 1 | 99 | 1 | ||||||||||||||||
Imifarma Produtos Farmacêuticos e Cosméticos S.A. |
Brazil | Extrafarma | | 100 | | 100 | ||||||||||||||||
Oxiteno S.A. Indústria e Comércio |
Brazil | Oxiteno | 100 | | 100 | | ||||||||||||||||
Oxiteno Nordeste S.A. Indústria e Comércio |
Brazil | Oxiteno | | 99 | | 99 | ||||||||||||||||
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 | ||||||||||||||||
Barrington S.L. |
Spain | 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 Overseas Corp. |
Virgin Islands | Oxiteno | | 100 | | 100 | ||||||||||||||||
Oxiteno Andina, C.A. |
Venezuela | Oxiteno | | 100 | | 100 | ||||||||||||||||
Oxiteno Europe SPRL |
Belgium | Oxiteno | | 100 | | 100 | ||||||||||||||||
Oxiteno Colombia S.A.S |
Colombia | Oxiteno | | 100 | | 100 | ||||||||||||||||
Oxiteno Shanghai Trading LTD. |
China | Oxiteno | | 100 | | 100 | ||||||||||||||||
Empresa Carioca de Produtos Químicos S.A. |
Brazil | Oxiteno | | 100 | | 100 | ||||||||||||||||
UltracargoOperações Logísticas e Participações Ltda. |
Brazil | Ultracargo | 100 | | 100 | | ||||||||||||||||
Terminal Químico de Aratu S.A. Tequimar |
Brazil | Ultracargo | | 99 | | 99 | ||||||||||||||||
SERMAAss. dos usuários equip. proc. de dados |
Brazil | Others | | 100 | | 100 |
The percentages in the table above are rounded.
25
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
a) Business Combination Acquisition of Extrafarma
On January 31, 2014 Extrafarma became a wholly-owned subsidiary of Ultrapar and the former shareholders of Extrafarma became long-term shareholders of Ultrapar (see Note 8.b). As a result, 7 subscription warrants indemnification were issued that, if exercised, would lead to the issuance of 3,205,622 shares in 2020. The subscription warrants indemnification are adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period previous to January 31, 2014. The subscription warrants indemnification fair value are measured based on the share price of Ultrapar (UGPA3) and are reduced by the dividend yield until 2020, since the exercise is possible only from 2020, and they are not entitled to dividends until that date. On the reporting date, the subscription warrants indemnification were represented by 2,187,512 shares and totaled R$ 133,402 (as of December 31, 2014 they were represented by 2,002,773 shares and totaled R$ 92,072).
Additionally, the Company had a receivable from former shareholders in the amount of R$ 12,222 as of December 31, 2014 due to the adjustment of working capital and net debt, recognized in Other receivables in current assets. On June 22, 2015 the agreement on the final adjustment of working capital and net debt was formalized between the parties in the amount of R$ 26,006. The Company recognized the amount of R$ 13,784 in the second quarter of 2015 in other operating income (see Note 27) as a result of the difference between the final working capital and net debt adjustment and the amount recognized on December 31, 2014. The amount of R$ 26,006 was received by the Company in the third quarter of 2015.
4. Cash and Cash Equivalents and Financial Investments
Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of first-rate financial institutions linked to the Interbank Certificate of Deposit (CDI), in repurchase agreement and in short term investments funds, whose portfolio comprised exclusively of Brazilian Federal Government bonds; (ii) outside Brazil, in certificates of deposit of first-rate financial institutions; and (iii) in currency and interest rate hedging instruments.
The financial assets were classified in Note 22, according to their characteristics and intention of the Company and its subsidiaries.
The balance of cash, cash equivalents and financial investments (consolidated) amounted to R$ 4,082,421 as of September 30, 2015 (R$ 4,400,122 as of December 31, 2014) and are distributed as follows:
| Cash and Cash Equivalents |
Cash and cash equivalents are considered: (i) cash and bank deposits, and (ii) highly-liquid short-term investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value.
Parent | Consolidated | |||||||||||||||
09/30/2015 | 12/31/2014 | 09/30/2015 | 12/31/2014 | |||||||||||||
Cash and bank deposits |
||||||||||||||||
In local currency |
105 | 96 | 58,535 | 47,426 | ||||||||||||
In foreign currency |
| | 129,905 | 85,870 | ||||||||||||
Financial investments considered cash equivalents |
||||||||||||||||
In local currency |
||||||||||||||||
Fixed-income securities |
62,620 | 119,131 | 2,013,782 | 2,690,638 | ||||||||||||
In foreign currency |
||||||||||||||||
Fixed-income securities |
| | 15,699 | 3,435 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash and cash equivalents |
62,725 | 119,227 | 2,217,921 | 2,827,369 | ||||||||||||
|
|
|
|
|
|
|
|
26
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
| Financial Investments |
The financial investments of the Company and its subsidiaries, which are not classified as cash and cash equivalents, are distributed as follows:
Parent | Consolidated | |||||||||||||||
09/30/2015 | 12/31/2014 | 09/30/2015 | 12/31/2014 | |||||||||||||
Financial investments |
||||||||||||||||
In local currency |
||||||||||||||||
Fixed-income securities and funds |
10,261 | 67,864 | 643,357 | 902,683 | ||||||||||||
In foreign currency |
||||||||||||||||
Fixed-income securities and funds |
| | 842,255 | 505,574 | ||||||||||||
Currency and interest rate hedging instruments (a) |
| | 378,888 | 164,496 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial investments |
10,261 | 67,864 | 1,864,500 | 1,572,753 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Current |
10,261 | 67,864 | 1,464,313 | 1,441,813 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-current |
| | 400,187 | 130,940 | ||||||||||||
|
|
|
|
|
|
|
|
(a) | Accumulated gains, net of income tax (see Note 22). |
27
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
5. Trade Receivables (Consolidated)
The composition of trade receivables is as follows:
09/30/2015 | 12/31/2014 | |||||||
Domestic customers |
2,840,911 | 2,424,756 | ||||||
Reseller financingIpiranga |
318,715 | 310,062 | ||||||
Foreign customers |
268,523 | 191,533 | ||||||
(-) Allowance for doubtful accounts |
(199,761 | ) | (178,444 | ) | ||||
|
|
|
|
|||||
Total |
3,228,388 | 2,747,907 | ||||||
|
|
|
|
|||||
Current |
3,086,085 | 2,604,101 | ||||||
|
|
|
|
|||||
Non-current |
142,303 | 143,806 | ||||||
|
|
|
|
Reseller financing is provided for renovation and upgrading of service stations, purchase of products, and development of the automotive fuels and lubricants distribution market.
The breakdown of trade receivables, gross of allowance for doubtful accounts, is as follows:
Past due | ||||||||||||||||||||||||||||
Total | Current | less than 30 days |
31-60 days |
61-90 days |
91-180 days |
more than 180 days |
||||||||||||||||||||||
09/30/2015 |
3,428,149 | 3,005,412 | 95,893 | 25,291 | 14,810 | 29,747 | 256,996 | |||||||||||||||||||||
12/31/2014 |
2,926,351 | 2,515,782 | 128,778 | 25,479 | 12,457 | 23,542 | 220,313 |
Movements in the allowance for doubtful accounts are as follows:
Balance as of December 31, 2014 |
178,444 | |||
Additions |
30,564 | |||
Write-offs |
(9,247 | ) | ||
|
|
|||
Balance as of September 30, 2015 |
199,761 | |||
|
|
For further information about allowance for doubtful accounts see Note 22 Customer credit risk.
28
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
6. Inventories (Consolidated)
The composition of inventories is as follows:
09/30/2015 | 12/31/2014 | |||||||||||||||||||||||
Cost | Provision for losses |
Net balance |
Cost | Provision for losses |
Net balance |
|||||||||||||||||||
Finished goods |
396,284 | (6,521 | ) | 389,763 | 345,255 | (7,849 | ) | 337,406 | ||||||||||||||||
Work in process |
3,814 | | 3,814 | 986 | | 986 | ||||||||||||||||||
Raw materials |
282,554 | (676 | ) | 281,878 | 193,726 | (2,661 | ) | 191,065 | ||||||||||||||||
Liquefied petroleum gas (LPG) |
40,667 | (5,761 | ) | 34,906 | 41,616 | (5,761 | ) | 35,855 | ||||||||||||||||
Fuels, lubricants, and greases |
1,327,175 | (853 | ) | 1,326,322 | 907,466 | (619 | ) | 906,847 | ||||||||||||||||
Consumable materials and other items for resale |
89,721 | (2,578 | ) | 87,143 | 81,662 | (3,594 | ) | 78,068 | ||||||||||||||||
Pharmaceutical, hygiene, and beauty products |
261,980 | (28,171 | ) | 233,809 | 272,864 | (25,841 | ) | 247,023 | ||||||||||||||||
Advances to suppliers |
112,430 | | 112,430 | 103,124 | | 103,124 | ||||||||||||||||||
Properties for resale |
25,066 | | 25,066 | 24,628 | | 24,628 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2,539,691 | (44,560 | ) | 2,495,131 | 1,971,327 | (46,325 | ) | 1,925,002 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Movements in the provision for losses are as follows:
Balance as of December 31, 2014 |
46,325 | |||
Reversals to realizable value adjustment |
(1,344 | ) | ||
Reversals of obsolescence and other losses |
(421 | ) | ||
|
|
|||
Balance as of September 30, 2015 |
44,560 | |||
|
|
The breakdown of provisions for losses related to inventories is shown in the table below:
09/30/2015 | 12/31/2014 | |||||||
Realizable value adjustment |
10,790 | 12,134 | ||||||
Obsolescence and other losses |
33,770 | 34,191 | ||||||
|
|
|
|
|||||
Total |
44,560 | 46,325 | ||||||
|
|
|
|
29
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
7. Recoverable Taxes
Recoverable taxes are substantially represented by credits of ICMS, Taxes for Social Security Financing (COFINS), Employees Profit Participation Program (PIS), IRPJ, and CSLL.
Parent | Consolidated | |||||||||||||||
09/30/2015 | 12/31/2014 | 09/30/2015 | 12/31/2014 | |||||||||||||
IRPJ and CSLL |
50,080 | 53,835 | 247,661 | 182,602 | ||||||||||||
ICMS |
| | 326,696 | 296,747 | ||||||||||||
Provision for ICMS losses (1) |
| | (66,372 | ) | (67,657 | ) | ||||||||||
PIS and COFINS |
| | 242,156 | 207,694 | ||||||||||||
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno Andina and Oxiteno Uruguay |
| | 48,222 | 40,035 | ||||||||||||
Excise taxIPI |
| | 4,226 | 4,157 | ||||||||||||
Other |
| | 6,156 | 5,288 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
50,080 | 53,835 | 808,745 | 668,866 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Current |
41,896 | 30,713 | 759,084 | 593,462 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-current |
8,184 | 23,122 | 49,661 | 75,404 | ||||||||||||
|
|
|
|
|
|
|
|
(1) | The provision for ICMS losses relates to tax credits that the subsidiaries believe to be unable to offset in the future and its movements are as follows: |
Balance as of December 31, 2014 |
67,657 | |||
Additions, net |
1,585 | |||
Write-offs |
(2,870 | ) | ||
|
|
|||
Balance as of September 30, 2015 |
66,372 | |||
|
|
30
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
8. Related Parties
a. Related Parties
| Parent Company |
Assets Debentures (1) |
Liabilities Loans |
Financial income |
||||||||||
Ipiranga Produtos de Petróleo S.A. |
750,000 | 1,287 | 108,061 | |||||||||
Imifarma Produtos Farmacêuticos e Cosméticos S.A. |
| 94 | | |||||||||
|
|
|
|
|
|
|||||||
Total as of September 30, 2015 |
750,000 | 1,381 | 108,061 | |||||||||
|
|
|
|
|
|
Assets | ||||||||||||||||
Trade receivables (2) |
Debentures (1) |
Total | Financial income |
|||||||||||||
Companhia Ultragaz S.A. |
14,685 | | 14,685 | | ||||||||||||
Terminal Químico de Aratu S.A.Tequimar |
2,026 | | 2,026 | | ||||||||||||
Oxiteno S.A. Indústria e Comércio |
2,532 | | 2,532 | | ||||||||||||
Imifarma Produtos Farmacêuticos e Cosméticos S.A. |
3,545 | | 3,545 | | ||||||||||||
Ipiranga Produtos de Petróleo S.A. |
7,090 | 776,578 | 783,668 | 88,537 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total as of December 31, 2014 |
29,878 | 776,578 | 806,456 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total as of September 30, 2014 |
88,537 | |||||||||||||||
|
|
(1) | In March 2009, Ipiranga made its first private offering in a single series of 108 debentures at face value of R$ 10,000,000.00 (ten million Brazilian Reais), nonconvertible into shares, unsecured debentures. The Company subscribed 75 debentures with maturity on March 31, 2016 and semiannual remuneration linked to CDI. |
(2) | Refers to the Deferred Stock Plan (see Note 8.c). |
31
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
| Consolidated |
Balances and transactions between the Company and its subsidiaries have been eliminated on 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 | Commercial transactions | |||||||||||||||
Assets | Liabilities | Receivables(1) | Payables(1) | |||||||||||||
Oxicap Indústria de Gases Ltda. |
| | | 1,636 | ||||||||||||
Química da Bahia Indústria e Comércio S.A. |
| 3,046 | | | ||||||||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. |
| | 5,238 | 1,681 | ||||||||||||
Refinaria de Petróleo Riograndense S.A. |
| | | 1,744 | ||||||||||||
Others |
490 | 1,326 | | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total as of September 30, 2015 |
490 | 4,372 | 5,238 | 5,063 | ||||||||||||
|
|
|
|
|
|
|
|
Loans | Commercial transactions | |||||||||||||||
Assets | Liabilities | Receivables(1) | Payables(1) | |||||||||||||
Oxicap Indústria de Gases Ltda. |
10,368 | (2) | | | 1,061 | |||||||||||
Química da Bahia Indústria e Comércio S.A. |
| 3,046 | | | ||||||||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. |
| | 10,499 | 1,494 | ||||||||||||
Others |
490 | 1,326 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total as of December 31, 2014 |
10,858 | 4,372 | 10,499 | 2,555 | ||||||||||||
|
|
|
|
|
|
|
|
(1) | Included in trade receivables and trade payables, respectively. |
(2) | On January 28, 2015, the subsidiary Oxiteno S.A. Indústria e Comércio (Oxiteno S.A.) capitalized this Advance for Future Capital Increase AFAC (see Note 11.c). |
Commercial transactions | ||||||||
Sales and services |
Purchases | |||||||
Oxicap Indústria de Gases Ltda. |
5 | 12,484 | ||||||
Refinaria de Petróleo Riograndense S.A. |
| 466,963 | ||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. |
7,006 | | ||||||
|
|
|
|
|||||
Total as of September 30, 2015 |
7,011 | 479,447 | ||||||
|
|
|
|
Commercial transactions | ||||||||
Sales and services |
Purchases | |||||||
Oxicap Indústria de Gases Ltda. |
5 | 9,728 | ||||||
Refinaria de Petróleo Riograndense S.A. |
| 18,093 | ||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. |
6,077 | | ||||||
|
|
|
|
|||||
Total as of September 30, 2014 |
6,082 | 27,821 | ||||||
|
|
|
|
32
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
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 above operations related to ConectCar Soluções de Mobilidade Eletrônica S.A. (ConectCar) refer to the adhesion to Ipirangas marketing plan and services provided. Borrowing agreements are for an indeterminate period and do not contain interest clauses. In the opinion of the Company and its subsidiaries management, transactions with related parties are not subject to credit risk, which is why no allowance for doubtful accounts or collateral is provided. Collateral provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 14.k). Intercompany loans are contracted in light of temporary cash surpluses or deficits of the Company, its subsidiaries, and its associates.
b. Key executives (Consolidated)
The Companys 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 executives experience, responsibility, and his/her positions 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 executives and the Companys 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. In addition, the chief executive officer is entitled to additional long term variable compensation relating to the Companys shares performance between 2013 and 2018, reflecting the target of more than doubling the share value of the Company in 5 years. Further details about the Deferred Stock Plan are contained in Note 8.c) and about post-employment benefits in Note 24.b).
The Company and its subsidiaries recognized expenses for compensation of its key executives (Companys directors and executive officers) as shown below:
09/30/2015 | 09/30/2014 | |||||||
Short-term compensation |
28,403 | 21,352 | ||||||
Stock compensation |
4,704 | 4,061 | ||||||
Post-employment benefits |
2,144 | 1,285 | ||||||
Long-term compensation |
1,701 | 1,232 | ||||||
|
|
|
|
|||||
Total |
36,952 | 27,930 | ||||||
|
|
|
|
33
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
c. Deferred Stock Plan
On April 27, 2001, the General Shareholders Meeting approved a benefit plan to members of management and employees in executive positions in the Company and its subsidiaries. On November 26, 2003, the Extraordinary General Shareholders Meeting approved certain amendments to the original plan of 2001 (the Deferred Stock Plan). In the Deferred Stock Plan, certain members of management of the Company and its subsidiaries have the voting and economic rights of shares and the ownership of these shares is retained by the subsidiaries of the Company. The Deferred Stock Plan provides for the transfer of the ownership of the shares to those eligible members of management after five to ten years from the initial concession of the rights subject to uninterrupted employment of the participant during the period. The total number of shares to be used for the Deferred Stock Plan is subject to the availability in treasury of such shares. It is incumbent on Ultrapars executive officers to select the members of management eligible for the plan and propose the number of shares in each case for approval by the Board of Directors. The fair value of the awards were determined on the grant date based on the market value of the shares on the BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA), the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five and ten years from the grant date.
The table below summarizes shares provided 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 |
||||||||||||||||||
December 9, 2014 |
590,000 | 2019 to 2021 | 50.64 | 41,210 | (5,833 | ) | 35,377 | |||||||||||||||||
March 5, 2014 |
83,400 | 2019 to 2021 | 52.15 | 5,999 | (1,613 | ) | 4,386 | |||||||||||||||||
February 3, 2014 |
150,000 | 2018 to 2020 | 55.36 | 11,454 | (3,924 | ) | 7,530 | |||||||||||||||||
November 7, 2012 |
320,000 | 2017 to 2019 | 42.90 | 19,098 | (9,543 | ) | 9,555 | |||||||||||||||||
December 14, 2011 |
120,000 | 2016 to 2018 | 31.85 | 5,272 | (3,432 | ) | 1,840 | |||||||||||||||||
November 10, 2010 |
260,000 | 2015 to 2017 | 26.78 | 9,602 | (8,018 | ) | 1,584 | |||||||||||||||||
December 16, 2009 |
166,656 | 2014 to 2016 | 20.75 | 7,155 | (6,691 | ) | 464 | |||||||||||||||||
October 8, 2008 |
192,008 | 2013 to 2015 | 9.99 | 8,090 | (8,090 | ) | | |||||||||||||||||
November 9, 2006 |
207,200 | 2016 | 11.62 | 3,322 | (2,962 | ) | 360 | |||||||||||||||||
December 14, 2005 |
93,600 | 2015 | 8.21 | 1,060 | (1,042 | ) | 18 | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
2,182,864 | 112,262 | (51,148 | ) | 61,114 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
For the nine-month period ended September 30, 2015, the amortization in the amount of R$ 12,761 (R$ 8,855 for the nine-month period ended September 30, 2014) was recognized as a general and administrative expense.
The table below summarizes the changes of number of shares granted:
Balance as of December 31, 2014 |
2,212,864 | |||
Cancellation of shares due to termination of executive employment |
(30,000 | ) | ||
|
|
|||
Balance as of September 30, 2015 |
2,182,864 | |||
|
|
34
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
9. Income and Social Contribution Taxes
a. Deferred Income and Social Contribution Taxes
The Company and its subsidiaries recognize tax credits and debits, which are not subject to the statute of limitations, resulting from tax loss carryforwards, temporary differences, negative tax bases and revaluation of property, plant, and equipment, among others. Credits are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:
Parent | Consolidated | |||||||||||||||
09/30/2015 | 12/31/2014 | 09/30/2015 | 12/31/2014 | |||||||||||||
AssetsDeferred income and social contribution taxes on: |
||||||||||||||||
Provision for impairment of assets |
| | 53,707 | 55,527 | ||||||||||||
Provisions for tax, civil, and labor risks |
20 | 15 | 138,135 | 128,365 | ||||||||||||
Provision for post-employment benefit |
| | 44,123 | 40,729 | ||||||||||||
Provision for differences between cash and accrual basis |
| | 1,257 | 457 | ||||||||||||
Goodwill |
| | 37,684 | 48,162 | ||||||||||||
Business combination fiscal basis vs. accounting basis of goodwill |
| | 71,825 | 68,458 | ||||||||||||
Provision for asset retirement obligation |
| | 21,956 | 21,116 | ||||||||||||
Other provisions |
15,722 | 1,464 | 128,485 | 59,802 | ||||||||||||
Tax losses and negative basis for social contribution |
| | 59,564 | 39,957 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
15,742 | 1,479 | 556,736 | 462,573 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
LiabilitiesDeferred income and social contribution taxes on: |
||||||||||||||||
Revaluation of property, plant, and equipment |
| | 2,920 | 3,009 | ||||||||||||
Lease |
| | 4,556 | 4,948 | ||||||||||||
Provision for differences between cash and accrual basis |
| | 209,630 | 77,266 | ||||||||||||
Provision for goodwill/negative goodwill |
| | 16,408 | 11,183 | ||||||||||||
Business combination fair value of assets |
| | 47,342 | 49,181 | ||||||||||||
Temporary differences of foreign subsidiaries |
| | 8,043 | 5,097 | ||||||||||||
Other provisions |
| | 2,180 | 2,163 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
| | 291,079 | 152,847 | ||||||||||||
|
|
|
|
|
|
|
|
35
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Changes in the net balance of deferred IRPJ and CSLL are as follows:
09/30/2015 | 09/30/2014 | |||||||
Initial balance |
309,726 | 274,633 | ||||||
Deferred IRPJ and CSLL recognized in income of the period |
(51,069 | ) | (1,163 | ) | ||||
Initial balance of Extrafarma (January 31, 2014) |
| 41,384 | ||||||
Others |
7,000 | (933 | ) | |||||
|
|
|
|
|||||
Final balance |
265,657 | 313,921 | ||||||
|
|
|
|
The estimated recovery of deferred tax assets relating to IRPJ and CSLL is stated as follows:
Parent | Consolidated | |||||||
Up to 1 year |
| 172,449 | ||||||
From 1 to 2 years |
3,041 | 95,471 | ||||||
From 2 to 3 years |
3,020 | 47,927 | ||||||
From 3 to 5 years |
6,040 | 76,213 | ||||||
From 5 to 7 years |
3,269 | 112,843 | ||||||
From 7 to 10 years |
372 | 51,832 | ||||||
|
|
|
|
|||||
15,742 | 556,736 | |||||||
|
|
|
|
36
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(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 | Consolidated | |||||||||||||||
09/30/2015 | 09/30/2014 | 09/30/2015 | 09/30/2014 | |||||||||||||
Income before taxes and share of profit (loss) of subsidiaries, joint ventures, and associates |
39,658 | 8,846 | 1,508,670 | 1,280,937 | ||||||||||||
Statutory tax rates % |
34 | 34 | 34 | 34 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income and social contribution taxes at the statutory tax rates |
(13,484 | ) | (3,008 | ) | (512,948 | ) | (435,519 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjustments to the statutory income and social contribution taxes: |
||||||||||||||||
Nondeductible expenses (i) |
(127 | ) | (340 | ) | (48,581 | ) | (23,346 | ) | ||||||||
Nontaxable revenues (ii) |
| | 2,803 | 1,948 | ||||||||||||
Adjustment to estimated income (iii) |
| | 9,798 | 10,733 | ||||||||||||
Other adjustments |
19 | 21 | 2,712 | 8,089 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income and social contribution taxes before tax incentives |
(13,592 | ) | (3,327 | ) | (546,216 | ) | (438,095 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Tax incentives SUDENE |
| | 59,002 | 47,441 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income and social contribution taxes in the income statement |
(13,592 | ) | (3,327 | ) | (487,214 | ) | (390,654 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Current |
(27,856 | ) | (2,476 | ) | (495,147 | ) | (436,932 | ) | ||||||||
Deferred |
14,264 | (851 | ) | (51,069 | ) | (1,163 | ) | |||||||||
Tax incentives SUDENE |
| | 59,002 | 47,441 | ||||||||||||
Effective IRPJ and CSLL rates % |
34.3 | 37.6 | 32.3 | 30.5 |
(i) | Nondeductible expenses consist of certain expenses that cannot be deducted for tax purposes under applicable tax legislation, such as expenses with fines, donations, gifts, losses of assets, negative effects of foreign subsidiaries and certain provisions; |
(ii) | Nontaxable revenues consist 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; |
(iii) | Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution 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 paid based on the effective statutory rate applied to the taxable income of these subsidiaries. |
37
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
c. Tax IncentivesSUDENE
The following subsidiaries are entitled to federal tax benefits providing for IRPJ reduction under the program for development of northeastern Brazil operated by the Superintendency for the Development of the Northeast (SUDENE):
Subsidiary |
Units |
Incentive % | Expiration | |||
Oxiteno Nordeste S.A. Indústria e Comércio |
Camaçari plant | 75 | 2016 | |||
Bahiana Distribuidora de Gás Ltda. |
Caucaia base (1) | 75 | 2012 | |||
Mataripe base (1) | 75 | 2013 | ||||
Aracaju base | 75 | 2017 | ||||
Suape base | 75 | 2018 | ||||
Terminal Químico de Aratu S.A. Tequimar |
Suape terminal | 75 | 2020 | |||
Aratu terminal | 75 | 2022 | ||||
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. |
Camaçari plant | 75 | 2021 |
On December 30, 2014, Terminal Químico de Aratu S.A. Tequimar (Tequimar) filed a request at SUDENE requiring the income tax reduction incentive, due to the implementation of the Itaqui Terminal in São Luis Maranhão.
(1) In the second semester of 2015, the subsidiary will request the extension of the recognition of tax incentive for another 10 years, due to the production increase in the Caucaia base.
(2) The subsidiary requested the extension of the recognition of tax incentive for another 10 years, due to modernization in the Mataripe base.
d. Income and Social Contribution Taxes Carryforwards
As of September 30, 2015, the Company and certain subsidiaries have loss carryforwards (income tax) amounting to R$ 191,614 (R$ 126,624 as of December 31, 2014) and negative basis of CSLL of R$ 129,560 (R$ 92,232 as of December 31, 2014), whose compensations are limited to 30% of taxable income, which do not expire. Based on these values, the Company and its subsidiaries recognized deferred income and social contribution tax assets in the amount of R$ 59,564 as of September 30, 2015 (R$ 39,957 as of December 31, 2014).
38
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
10. Prepaid Expenses (Consolidated)
09/30/2015 | 12/31/2014 | |||||||
Rents |
112,173 | 99,285 | ||||||
Deferred Stock Plan, net (see Note 8.c) |
49,308 | 61,183 | ||||||
Advertising and publicity |
14,668 | 6,103 | ||||||
Insurance premiums |
14,444 | 20,295 | ||||||
Software maintenance |
10,892 | 6,790 | ||||||
Purchases of meal and transportation tickets |
1,543 | 1,559 | ||||||
Taxes and other prepaid expenses |
4,709 | 3,281 | ||||||
|
|
|
|
|||||
207,737 | 198,496 | |||||||
|
|
|
|
|||||
Current |
75,283 | 67,268 | ||||||
|
|
|
|
|||||
Non-current |
132,454 | 131,228 | ||||||
|
|
|
|
39
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
11. | Investments |
a. | Subsidiaries and Joint Venture (Parent Company) |
The table below presents the full amounts of balance sheets and income statements of subsidiaries and joint venture:
09/30/2015 | ||||||||||||||||||||
Subsidiaries | Joint-venture | |||||||||||||||||||
Ultracargo - Operações Logísticas e Participações Ltda. |
Oxiteno S.A. Indústria e Comércio |
Ipiranga Produtos de Petróleo S.A. |
Isa-Sul Administração e Participações Ltda. |
Refinaria de Petróleo Riograndense S.A. |
||||||||||||||||
Number of shares or units held |
11,839,764 | 35,102,127 | 224,467,228,244 | 995,696,017 | 5,078,888 | |||||||||||||||
Assets |
1,088,579 | 3,717,780 | 11,506,644 | 1,039,265 | 377,087 | |||||||||||||||
Liabilities |
4,131 | 670,583 | 8,971,551 | 48,895 | 256,855 | |||||||||||||||
Shareholders equity |
1,084,448 | 3,047,256(* | ) | 2,535,093 | 990,370 | 120,232 | ||||||||||||||
Net revenue from sales and services |
| 890,755 | 47,437,973 | 13,490 | 726,730 | |||||||||||||||
Net income (loss) for the period |
(445 | ) | 335,500(* | ) | 632,909 | 6,866 | 25,432 | |||||||||||||
% of capital held |
100 | 100 | 100 | 99 | 33 |
12/31/2014 | ||||||||||||||||||||
Subsidiaries | Joint-venture | |||||||||||||||||||
Ultracargo - Operações Logísticas e Participações Ltda. |
Oxiteno S.A. Indústria e Comércio |
Ipiranga Produtos de Petróleo S.A. |
Isa-Sul Administração e Participações Ltda. |
Refinaria de Petróleo Riograndense S.A. |
||||||||||||||||
Number of shares or units held |
11,839,764 | 35,102,127 | 224,467,228,244 | 995,696,017 | 5,078,888 | |||||||||||||||
Assets |
1,168,896 | 3,546,989 | 10,668,027 | 995,028 | 263,527 | |||||||||||||||
Liabilities |
84,003 | 526,423 | 8,654,065 | 11,524 | 191,018 | |||||||||||||||
Shareholders equity |
1,084,893 | 3,020,625(* | ) | 2,013,962 | 983,504 | 72,509 | ||||||||||||||
% of capital held |
100 | 100 | 100 | 99 | 33 |
09/30/2014 | ||||||||||||||||||||
Subsidiaries | Joint-venture | |||||||||||||||||||
Ultracargo - Operações Logísticas e Participações Ltda. |
Oxiteno S.A. Indústria e Comércio |
Ipiranga Produtos de Petróleo S.A. |
Imifarma Produtos Farmacêuticos e Cosméticos S.A. |
Refinaria de Petróleo Riograndense S.A. |
||||||||||||||||
Number of shares or units held |
11,839,764 | 35,102,127 | 224,467,228,244 | 152,240,000 | 5,078,888 | |||||||||||||||
Net revenue from sales and services |
| 752,507 | 43,300,101 | 782,841(** | ) | 145,254 | ||||||||||||||
Net income (loss) for the period |
77,656 | 184,939(* | ) | 600,468 | 4,381(** | ) | (2,391 | ) | ||||||||||||
% of capital held |
100 | 100 | 100 | 100 | 33 |
(*) | adjusted for intercompany unrealized profits. |
(**) | information of the period from February 1 to September 30, 2014 |
The percentages in the table above are rounded.
Operating financial information of the subsidiaries is detailed in Note 21.
40
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Balances and changes in subsidiaries and joint venture are as follows:
Investments in subsidiaries | Joint-venture | |||||||||||||||||||||||||||
UltracargoOperações Logísticas e Participações Ltda. |
Oxiteno S.A. Indústria e Comércio |
Ipiranga Produtos de Petróleo S.A. |
Imifarma Produtos Farmacêuticos e Comésticos S.A. |
Total | Refinaria de Petróleo Riograndense S.A. |
Total | ||||||||||||||||||||||
Balance as of December 31, 2013 |
1,064,959 | 2,892,330 | 2,154,904 | - | 6,112,193 | 22,751 | 6,134,944 | |||||||||||||||||||||
Share of profit (loss) of subsidiaries and joint ventures |
77,656 | 184,939 | 600,468 | 4,381 | 867,444 | (794 | ) | 866,650 | ||||||||||||||||||||
Dividends and interest on equity (gross) |
| | (771,416 | ) | | (771,416 | ) | | (771,416 | ) | ||||||||||||||||||
Capital increase in cash |
| | | 236,100 | 236,100 | | 236,100 | |||||||||||||||||||||
Acquisition of shares |
| | | (46,440 | ) | (46,440 | ) | | (46,440 | ) | ||||||||||||||||||
Goodwill |
| | | 795,729 | 795,729 | | 795,729 | |||||||||||||||||||||
Tax liabilities on equity- method revaluation reserve |
| | (31 | ) | | (31 | ) | | (31 | ) | ||||||||||||||||||
Valuation adjustment of subsidiaries |
| 2 | 8 | | 10 | | 10 | |||||||||||||||||||||
Translation adjustments of foreign-based subsidiaries |
| (18,351 | ) | | | (18,351 | ) | | (18,351 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of September 30, 2014 |
1,142,615 | 3,058,920 | 1,983,933 | 989,770 | 7,175,238 | 21,957 | 7,197,195 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiaries | Joint-venture | |||||||||||||||||||||||||||
UltracargoOperações Logísticas e Participações Ltda. |
Oxiteno S.A. Indústria e Comércio |
Ipiranga Produtos de Petróleo S.A. |
Isa-Sul Administração e Participações Ltda. |
Total | Refinaria de Petróleo Riograndense S.A. |
Total | ||||||||||||||||||||||
Balance as of December 31, 2014 |
1,084,893 | 3,020,625 | 2,013,962 | 980,044 | 7,099,524 | 24,076 | 7,123,600 | |||||||||||||||||||||
Share of profit (loss) of subsidiaries and joint ventures |
(445 | ) | 335,500 | 632,909 | 6,842 | 974,806 | 8,444 | 983,250 | ||||||||||||||||||||
Dividends and interest on equity (gross) |
| (431,383 | ) | (142,303 | ) | | (573,686 | ) | | (573,686 | ) | |||||||||||||||||
Tax liabilities on equity- method revaluation reserve |
| | (110 | ) | | (110 | ) | | (110 | ) | ||||||||||||||||||
Valuation adjustment of subsidiaries and joint-venture |
| (9 | ) | 30,635 | | 30,626 | 7,402 | 38,028 | ||||||||||||||||||||
Translation adjustments of foreign-based subsidiaries |
| 122,523 | | | 122,523 | | 122,523 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of September 30, 2015 |
1,084,448 | 3,047,256 | 2,535,093 | 986,886 | 7,653,683 | 39,922 | 7,693,605 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Joint Ventures (Consolidated)
The Company holds an interest in Refinaria de Petróleo Riograndense (RPR), which is primarily engaged in oil refining.
The subsidiary Ultracargo Operações Logísticas e Participações Ltda. (Ultracargo Participações) holds an interest in União Vopak Armazéns Gerais Ltda. (União Vopak), which is primarily engaged in liquid bulk storage in the port of Paranaguá.
The subsidiary Ipiranga Produtos de Petróleo S.A (IPP) holds an interest in ConectCar, which is primarily engaged in electronic payment of tolls, parking and fuel. ConectCar, formed in November 2012 currently operates in the States of São Paulo, Rio Grande do Sul, Santa Catarina, Paraná, Minas Gerais, Rio de Janeiro, Espírito Santo, Pernambuco, Bahia, Alagoas, Mato Grosso, Mato Grosso do Sul, Goiás and Distrito Federal.
These investments are accounted for under the equity method of accounting based on their interim financial information as of September 30, 2015.
Balances and changes in joint ventures are as follows:
Movements in investments | ||||||||||||||||
Uniăo Vopak |
RPR | ConectCar | Total | |||||||||||||
Balance as of December 31, 2014 |
4,960 | 24,076 | 25,472 | 54,508 | ||||||||||||
Capital increase |
| | 31,000 | 31,000 | ||||||||||||
Valuation adjustments |
| 7,402 | | 7,402 | ||||||||||||
Share of profit (loss) of joint ventures |
654 | 8,444 | (17,297 | ) | (8,199 | ) | ||||||||||
Dividends received |
(750 | ) | | | (750 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of September 30, 2015 |
4,864 | 39,922 | 39,175 | 83,961 | ||||||||||||
|
|
|
|
|
|
|
|
Movements in investments | ||||||||||||||||
Uniăo Vopak |
RPR | ConectCar | Total | |||||||||||||
Balance as of December 31, 2013 |
5,916 | 22,751 | 15,719 | 44,386 | ||||||||||||
Capital increase |
| | 19,000 | 19,000 | ||||||||||||
Share of profit (loss) of joint ventures |
478 | (794 | ) | (11,926 | ) | (12,242 | ) | |||||||||
Dividends received |
(1,136 | ) | | | (1,136 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of September 30, 2014 |
5,258 | 21,957 | 22,793 | 50,008 | ||||||||||||
|
|
|
|
|
|
|
|
42
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below presents the full amounts of balance sheets and income statements of joint ventures:
09/30/2015 | ||||||||||||
Uniăo Vopak |
RPR | ConectCar | ||||||||||
Current assets |
3,988 | 270,983 | 41,241 | |||||||||
Non-current assets |
6,870 | 106,105 | 76,805 | |||||||||
Current liabilities |
1,130 | 181,169 | 39,696 | |||||||||
Non-current liabilities |
| 75,687 | | |||||||||
Shareholders equity |
9,728 | 120,232 | 78,350 | |||||||||
Net revenue from sales and services |
9,184 | 726,730 | 12,134 | |||||||||
Costs and operating expenses |
(7,484 | ) | (683,251 | ) | (65,158 | ) | ||||||
Net financial income and income and social contribution taxes |
(392 | ) | (18,047 | ) | (18,429 | ) | ||||||
Net income (loss) |
1,308 | 25,432 | (34,595 | ) | ||||||||
Number of shares or units held |
29,995 | 5,078,888 | 82,500,000 | |||||||||
% of capital held |
50 | 33 | 50 |
The percentages in the table above are rounded.
12/31/2014 | ||||||||||||
Uniăo Vopak |
RPR | ConectCar | ||||||||||
Current assets |
2,762 | 160,789 | 38,852 | |||||||||
Non-current assets |
8,066 | 102,738 | 53,236 | |||||||||
Current liabilities |
908 | 101,083 | 41,143 | |||||||||
Non-current liabilities |
| 89,935 | | |||||||||
Shareholders equity |
9,920 | 72,509 | 50,945 | |||||||||
Number of shares or units held |
29,995 | 5,078,888 | 57,500,000 | |||||||||
% of capital held |
50 | 33 | 50 |
09/30/2014 | ||||||||||||
Uniăo Vopak |
RPR | ConectCar | ||||||||||
Net revenue from sales and services |
8,942 | 145,254 | 5,493 | |||||||||
Costs and operating expenses |
(7,618 | ) | (145,901 | ) | (41,593 | ) | ||||||
Net financial income and income and social contribution taxes |
(368 | ) | (1,744 | ) | 12,248 | |||||||
Net income (loss) |
956 | (2,391 | ) | (23,852 | ) | |||||||
Number of shares or units held |
29,995 | 5,078,888 | 50,000,000 | |||||||||
% of capital held |
50 | 33 | 50 |
The percentages in the table above are rounded.
43
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
c. Associates (Consolidated)
Subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A., 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.
Subsidiary Oxiteno Nordeste S.A. Indústria e Comércio (Oxiteno Nordeste) holds an interest in Química da Bahia Indústria e Comércio S.A., which is primarily engaged in manufacturing, marketing, and processing of chemicals. The operations of this associate are currently suspended.
Subsidiary Companhia Ultragaz S.A. (Cia. Ultragaz) holds an interest in Metalúrgica Plus S.A., which is primarily engaged in the manufacture and trading of LPG containers. The operations of this associate are currently suspended.
Subsidiary IPP holds an interest in Plenogás Distribuidora de Gás S.A., which is primarily engaged in the marketing of LPG. The operations of this associate are currently suspended.
The investment of subsidiary Oxiteno S.A. in the associate Oxicap is accounted for under the equity method of accounting based on its interim financial information as of August 31, 2015, while the other associates are valued based on the interim financial information as of September 30, 2015.
Balances and changes in associates are as follows:
Movements in investments | ||||||||||||||||||||
Transportadora Sulbrasileira de Gás S.A. |
Oxicap Indústria de Gases Ltda. |
Química da Bahia Indústria e Comércio S.A. |
Metalúrgica Plus S.A. |
Total | ||||||||||||||||
Balance as of December 31, 2014 |
6,212 | 3,090 | 3,676 | 165 | 13,143 | |||||||||||||||
Capital increase |
| 10,368 | (1) | | | 10,368 | ||||||||||||||
Dividends received |
(1,923 | ) | (3,454 | ) | | | (5,377 | ) | ||||||||||||
Share of profit (loss) of associates |
1,255 | 1,746 | 4 | (38 | ) | 2,967 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of September 30, 2015 |
5,544 | 11,750 | 3,680 | 127 | 21,101 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | As mentioned in Note 8.a) Consolidated, in the 1st quarter 2015, Oxiteno realized a capital increase in Oxicap. Thus the interest in the associate has been changed from 25% to 15% approximately. |
Movements in investments | ||||||||||||||||
Transportadora Sulbrasileira de Gás S.A. |
Oxicap Indústria de Gases Ltda. |
Química da Bahia Indústria e Comércio S.A. |
Total | |||||||||||||
Balance as of December 31, 2013 |
5,962 | 2,144 | 3,635 | 11,741 | ||||||||||||
Share of profit (loss) of associates |
809 | 570 | 43 | 1,422 | ||||||||||||
Dividends received |
(725 | ) | | | (725 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of September 30, 2014 |
6,046 | 2,714 | 3,678 | 12,438 | ||||||||||||
|
|
|
|
|
|
|
|
44
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below presents the full amounts of balance sheets and income statements of associates:
09/30/2015 | ||||||||||||||||||||
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 |
4,147 | 42,505 | 77 | 810 | 660 | |||||||||||||||
Non-current assets |
19,074 | 71,969 | 10,392 | 1,682 | 2,830 | |||||||||||||||
Current liabilities |
715 | 9,494 | | 404 | 103 | |||||||||||||||
Non-current liabilities |
331 | 4,199 | 3,109 | 1,708 | 3,004 | |||||||||||||||
Shareholders equity |
22,175 | 100,781 | 7,360 | 380 | 383 | |||||||||||||||
Net revenue from sales and services |
8,670 | 30,869 | | | | |||||||||||||||
Costs, operating expenses, and income |
(3,547 | ) | (4,922 | ) | (30 | ) | (121 | ) | 538 | |||||||||||
Net financial income and income and social contribution taxes |
(2 | ) | (8,948 | ) | 38 | 8 | 7 | |||||||||||||
Net income (loss) for the period |
5,121 | 16,999 | 8 | (113 | ) | 545 | ||||||||||||||
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.
12/31/2014 | ||||||||||||||||||||
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 |
5,832 | 12,434 | 103 | 923 | 231 | |||||||||||||||
Non-current assets |
19,978 | 77,199 | 10,358 | 1,682 | 2,830 | |||||||||||||||
Current liabilities |
632 | 2,771 | | 403 | 80 | |||||||||||||||
Non-current liabilities |
332 | 74,502 | 3,109 | 1,708 | 3,144 | |||||||||||||||
Shareholders equity |
24,846 | 12,360 | 7,352 | 494 | (163 | ) | ||||||||||||||
Number of shares or units held |
20,124,996 | 156 | 1,493,120 | 3,000 | 1,384,308 | |||||||||||||||
% of capital held |
25 | 25 | 50 | 33 | 33 |
45
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
09/30/2014 | ||||||||||||||||||||
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. |
||||||||||||||||
Net revenue from sales and services |
6,745 | 25,150 | | | | |||||||||||||||
Costs, operating expenses, and income |
(3,422 | ) | (21,726 | ) | (30 | ) | 388 | 379 | ||||||||||||
Net financial income and income and social contribution taxes |
(86 | ) | (1,146 | ) | 116 | 965 | (6 | ) | ||||||||||||
Net income for the period |
3,237 | 2,278 | 86 | 1,353 | 373 | |||||||||||||||
Number of shares or units held |
20,124,996 | 156 | 1,493,120 | 3,000 | 1,384,308 | |||||||||||||||
% of capital held |
25 | 25 | 50 | 33 | 33 |
The percentages in the table above are rounded.
46
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
12. Property, Plant, and Equipment (Consolidated)
Balances and changes in property, plant, and equipment are as follows:
Weighted average useful life (years) |
Balance on 12/31/2014 |
Additions | Depreciation | Transfer | Write- offs and disposals |
Effect of foreign currency exchange rate variation |
Balance on 09/30/2015 |
|||||||||||||||||||||||||
Cost: |
||||||||||||||||||||||||||||||||
Land |
| 476,107 | 9,657 | | 3,061 | (4,800 | ) | 13,492 | 497,517 | |||||||||||||||||||||||
Buildings |
30 | 1,275,728 | 4,740 | | 61,084 | (3,402 | ) | 74,505 | 1,412,655 | |||||||||||||||||||||||
Leasehold improvements |
10 | 631,342 | 12,489 | | 40,861 | (2,882 | ) | 6 | 681,816 | |||||||||||||||||||||||
Machinery and equipment |
13 | 3,909,475 | 81,145 | | 36,139 | (2,362 | ) | 407,615 | 4,432,012 | |||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities |
14 | 2,096,563 | 66,591 | | 39,763 | (14,212 | ) | | 2,188,705 | |||||||||||||||||||||||
LPG tanks and bottles |
12 | 494,691 | 73,660 | | 2,617 | (27,105 | ) | | 543,863 | |||||||||||||||||||||||
Vehicles |
7 | 244,467 | 17,465 | | 6,758 | (11,340 | ) | 3,405 | 260,755 | |||||||||||||||||||||||
Furniture and utensils |
9 | 156,115 | 9,709 | | 3,839 | (349 | ) | 14,223 | 183,537 | |||||||||||||||||||||||
Construction in progress |
| 372,974 | 211,743 | | (180,628 | ) | (2,205 | ) | 44,427 | 446,311 | ||||||||||||||||||||||
Advances to suppliers |
| 19,527 | 4,740 | | (14,719 | ) | | 464 | 10,012 | |||||||||||||||||||||||
Imports in progress |
| 59 | 379 | | (367 | ) | | | 71 | |||||||||||||||||||||||
IT equipment |
5 | 239,930 | 14,148 | | 873 | (3,971 | ) | 1,719 | 252,699 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
9,916,978 | 506,466 | | (719 | ) | (72,628 | ) | 559,856 | 10,909,953 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Accumulated depreciation: |
||||||||||||||||||||||||||||||||
Buildings |
(565,308 | ) | | (30,112 | ) | | 1,563 | (45,664 | ) | (639,521 | ) | |||||||||||||||||||||
Leasehold improvements |
(313,647 | ) | | (35,809 | ) | | 2,073 | (6 | ) | (347,389 | ) | |||||||||||||||||||||
Machinery and equipment |
(2,158,390 | ) | | (174,380 | ) | (359 | ) | 1,332 | (359,168 | ) | (2,690,965 | ) | ||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities |
(1,164,074 | ) | | (86,116 | ) | | 6,965 | | (1,243,225 | ) | ||||||||||||||||||||||
LPG tanks and bottles |
(231,001 | ) | | (25,491 | ) | | 10,926 | | (245,566 | ) | ||||||||||||||||||||||
Vehicles |
(90,004 | ) | | (11,150 | ) | 362 | 7,119 | (2,840 | ) | (96,513 | ) | |||||||||||||||||||||
Furniture and utensils |
(105,483 | ) | | (7,436 | ) | | 249 | (12,330 | ) | (125,000 | ) | |||||||||||||||||||||
IT equipment |
(189,859 | ) | | (12,430 | ) | (3 | ) | 2,843 | (1,216 | ) | (200,665 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(4,817,766 | ) | | (382,924 | ) | | 33,070 | (421,224 | ) | (5,588,844 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Provision for losses: |
||||||||||||||||||||||||||||||||
Land |
(197 | ) | | | | | | (197 | ) | |||||||||||||||||||||||
Leasehold improvements |
(462 | ) | | | | | (209 | ) | (671 | ) | ||||||||||||||||||||||
Machinery and equipment |
(5,895 | ) | | | | 413 | (708 | ) | (6,190 | ) | ||||||||||||||||||||||
IT equipment |
(683 | ) | | | | 680 | | (3 | ) | |||||||||||||||||||||||
Furniture and utensils |
(4 | ) | | | | 1 | | (3 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(7,241 | ) | | | | 1,094 | (917 | ) | (7,064 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net amount |
5,091,971 | 506,466 | (382,924 | ) | (719 | ) | (38,464 | ) | 137,715 | 5,314,045 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction in progress relates substantially to expansions and renovations of industrial facilities and terminals and construction and upgrade of service stations and fuel distribution bases.
Advances to suppliers of property, plant, and equipment relate basically to manufacturing of equipment for expansion of plants, terminals and bases, modernization of service stations, and acquisition of real estate.
47
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
13. Intangible Assets (Consolidated)
Balances and changes in intangible assets are as follows:
Weighted average useful life (years) |
Balance on 12/31/2014 |
Additions | Amortization | Transfer | Write- offs and disposals |
Effect of foreign currency exchange rate variation |
Balance on 09/30/2015 |
|||||||||||||||||||||||||
Cost: |
||||||||||||||||||||||||||||||||
Goodwill (i) |
| 1,456,179 | | | | | | 1,456,179 | ||||||||||||||||||||||||
Software (ii) |
5 | 451,936 | 61,834 | | 243 | (3 | ) | 5,485 | 519,495 | |||||||||||||||||||||||
Technology (iii) |
5 | 32,617 | | | | | | 32,617 | ||||||||||||||||||||||||
Commercial property rights (iv) |
10 | 31,881 | 2,144 | | | | | 34,025 | ||||||||||||||||||||||||
Distribution rights (v) |
5 | 2,762,985 | 358,427 | | 17 | | | 3,121,429 | ||||||||||||||||||||||||
Brands (vi) |
| 105,458 | | 2 | | 16,327 | 121,787 | |||||||||||||||||||||||||
Others (vii) |
4 | 38,606 | 149 | | (95 | ) | | 2,252 | 40,912 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
4,879,662 | 422,554 | | 167 | (3 | ) | 24,064 | 5,326,444 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Accumulated amortization: |
||||||||||||||||||||||||||||||||
Software |
(303,780 | ) | | (32,702 | ) | | 3 | (2,885 | ) | (339,364 | ) | |||||||||||||||||||||
Technology |
(29,471 | ) | | (1,339 | ) | | | | (30,810 | ) | ||||||||||||||||||||||
Commercial property rights |
(14,545 | ) | | (1,974 | ) | | | | (16,519 | ) | ||||||||||||||||||||||
Distribution rights |
(1,366,128 | ) | | (317,334 | ) | (1,147 | ) | | | (1,684,609 | ) | |||||||||||||||||||||
Others |
(7,625 | ) | | (5,865 | ) | 96 | | (21 | ) | (13,415 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(1,721,549 | ) | | (359,214 | ) | (1,051 | ) | 3 | (2,906 | ) | (2,084,717 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net amount |
3,158,113 | 422,554 | (359,214 | ) | (884 | ) | | 21,158 | 3,241,727 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
i) Goodwill from acquisition of companies was amortized until December 31, 2008, when its amortization ceased. The net remaining balance is tested annually for impairment.
The Company has the following balances of goodwill:
Segment | 09/30/2015 | 12/31/2014 | ||||||||||
Goodwill on the acquisition of: |
||||||||||||
Extrafarma |
Extrafarma | 661,553 | 661,553 | |||||||||
Ipiranga |
Ipiranga | 276,724 | 276,724 | |||||||||
Uniăo Terminais |
Ultracargo | 211,089 | 211,089 | |||||||||
Texaco |
Ipiranga | 177,759 | 177,759 | |||||||||
Oxiteno Uruguay |
Oxiteno | 44,856 | 44,856 | |||||||||
Temmar |
Ultracargo | 43,781 | 43,781 | |||||||||
DNP |
Ipiranga | 24,736 | 24,736 | |||||||||
Repsol |
Ultragaz | 13,403 | 13,403 | |||||||||
Others |
2,278 | 2,278 | ||||||||||
|
|
|
|
|||||||||
1,456,179 | 1,456,179 | |||||||||||
|
|
|
|
On December 31, 2014, 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 Companys business plan, as well as comparable market data, and represent managements best estimate of the economic conditions that will exist over the economic life of the various CGUs, to which goodwill is related.
48
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The evaluation of the value in use is calculated for a period of five years, after which we calculate the perpetuity, considering the possibility of carrying the business on indefinitely.
On December 31, 2014, the discount and real growth rates used to extrapolate the projections ranged from 9.3% to 26.4% and 0% to 3.8% p.a., respectively, depending on the CGU analyzed.
The Companys goodwill impairment tests did not result in the recognition of losses for the year ended December 31, 2014.
ii) Software includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries, such as: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems.
iii) The subsidiaries Oxiteno S.A., Oxiteno Nordeste and Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. (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.
iv) Commercial property rights include those described below:
| Subsidiary Tequimar has an agreement with CODEBA Companhia das Docas do Estado da Bahia, which allows it to explore the area in which the Aratu Terminal is located for 20 years, renewable for a similar period. The price paid by Tequimar was R$ 12,000, which is being amortized from August 2002 to July 2042. |
| Subsidiary Tequimar has a lease contract for an area adjacent to the Port of Santos for 20 years from December 2002, renewable for a similar period, which allows the construction, operation, and use of a terminal for liquid bulk unloading, tank storage, handling, and distribution. The price paid by Tequimar was R$ 4,334, which is being amortized from August 2005 to December 2022. |
| Subsidiary Extrafarma pays key money to obtain certain commercial establishments to open drugstores which is stated at the cost of acquisition, amortized using the straight line method, considering the lease contract terms. In the case of the closedown of stores, the residual amount is recorded in income. |
v) Distribution rights refer mainly to bonus disbursements as provided in Ipirangas agreements with resellers and large customers. Bonus disbursements are recognized when paid and recognized as an expense in the income statement over the term of the agreement (typically 5 years), which is reviewed as per the changes occurred in the agreements.
vi) Brands are represented by the acquisition cost of the am/pm brand in Brazil and of the Extrafarma brand.
vii) Other intangibles refers mainly to the loyalty program Club Extra.
The amortization expenses were recognized in the interim financial information as shown below:
09/30/2015 | 09/30/2014 | |||||||
Inventories and cost of products and services sold |
8,214 | 6,427 | ||||||
Selling and marketing |
319,468 | 266,565 | ||||||
General and administrative |
31,532 | 26,996 | ||||||
|
|
|
|
|||||
359,214 | 299,988 | |||||||
|
|
|
|
49
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
14 Loans, Debentures, and Finance Leases (Consolidated)
a. Composition
Description |
09/30/2015 | 12/31/2014 | Index/Currency | Weighted average financial charges 09/30/2015 % p.a. |
Maturity | |||||||||||||||
Foreign currency denominated loans: |
||||||||||||||||||||
Foreign loan (c.1) (*) |
1,061,844 | 603,002 | US$ + LIBOR (i) | +0.6 | 2017 to 2018 | |||||||||||||||
Notes in the foreign market (b) |
1,012,738 | 664,078 | US$ | +7.3 | 2015 | |||||||||||||||
Foreign loan (c.1) (*) |
553,232 | | US$ | +2.1 | 2017 to 2018 | |||||||||||||||
Advances on foreign exchange contracts |
303,760 | 184,057 | US$ | +1.4 | < 352 days | |||||||||||||||
Foreign loan (c.2) |
237,997 | 158,039 | US$ + LIBOR (i) | +1.0 | 2017 | |||||||||||||||
Financial institutions (e) |
150,996 | 113,873 | US$ | +2.8 | 2015 to 2017 | |||||||||||||||
Financial institutions (e) |
80,482 | 53,254 | US$ + LIBOR (i) | +2.0 | 2016 to 2017 | |||||||||||||||
Foreign currency advances delivered |
45,074 | 25,409 | US$ | +1.1 | < 121 days | |||||||||||||||
BNDES (d) |
31,625 | 33,160 | US$ | +6.0 | 2015 to 2020 | |||||||||||||||
Financial institutions (e) |
28,323 | 32,343 | MX$ + TIIE (ii) | +1.0 | 2016 | |||||||||||||||
|
|
|
|
|||||||||||||||||
Subtotal |
3,506,071 | 1,867,215 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Brazilian Reais denominated loans: |
||||||||||||||||||||
Banco do Brasil floating rate (f) |
3,022,660 | 2,873,622 | CDI | 105.0 | 2016 to 2019 | |||||||||||||||
Debentures IPP (g.2 and g.3) |
1,463,614 | 1,409,540 | CDI | 107.9 | 2017 to 2018 | |||||||||||||||
Debentures5th issuance (g.4) |
803,732 | | CDI | 108.3 | 2018 | |||||||||||||||
BNDES (d) |
439,079 | 530,983 | TJLP (iii) | +2.6 | 2015 to 2021 | |||||||||||||||
Export Credit Note floating rate (h) |
158,647 | | CDI | 101.5 | 2018 | |||||||||||||||
Banco do Nordeste do Brasil |
70,823 | 85,068 | R$ | +8.5(v) | 2015 to 2021 | |||||||||||||||
FINEP |
64,981 | 74,774 | R$ | +4.0 | 2015 to 2021 | |||||||||||||||
BNDES (d) |
54,912 | 62,581 | R$ | +4.7 | 2015 to 2022 | |||||||||||||||
Finance leases (i) |
45,951 | 45,883 | IGP-M (iv) | +5.6 | 2015 to 2031 | |||||||||||||||
Export Credit Note (h) (*) |
26,515 | 25,744 | R$ | +8.0 | 2016 | |||||||||||||||
BNDES (d) |
19,199 | | SELIC (vi) | +2.2 | 2015 to 2021 | |||||||||||||||
FINEP |
8,445 | 9,078 | TJLP (iii) | -1.3 | 2015 to 2023 | |||||||||||||||
Working capital loans Extrafarma fixed rate (i) |
1,738 | 3,445 | R$ | +10.3 | 2015 to 2016 | |||||||||||||||
Floating finance leases (i) |
362 | 475 | CDI | +2.8 | 2015 to 2017 | |||||||||||||||
FINAME |
308 | 484 | TJLP (iii) | +5.6 | 2015 to 2022 | |||||||||||||||
Fixed finance leases (i) |
132 | 686 | R$ | +15.4 | 2015 to 2017 | |||||||||||||||
Banco do Brasil fixed rate (f) (*) |
| 503,898 | ||||||||||||||||||
Debentures4th issuance (g.1) |
| 874,312 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Subtotal |
6,181,098 | 6,500,573 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Currency and interest rate hedging instruments |
53,879 | 7,424 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Total |
9,741,048 | 8,375,212 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Current |
2,169,446 | 3,442,364 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Non-current |
7,571,602 | 4,932,848 | ||||||||||||||||||
|
|
|
|
(*) | These transactions were designated for hedge accounting (see Note 22 Hedge Accounting). |
50
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
(i) |
LIBOR = London Interbank Offered Rate.
| |
(ii) |
MX$ = Mexican Peso; TIIE = the Mexican interbank balance interest rate.
| |
(iii) |
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 September 30, 2015, TJLP was fixed at 6.5% p.a.
| |
(iv) |
IGP-M = General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation.
| |
(v) |
Contract linked to the rate of FNE (Northeast Constitutional Financing Fund) fund whose purpose is to foster the development of the industrial sector, administered by Banco do Nordeste do Brasil. On September 30, 2015, the FNE interest rate was 10% p.a. FNE grants a discount of 15% over the interest rate for timely payments.
| |
(vi) |
SELIC = base interest rate set by the Brazilian Central Bank. |
The long-term consolidated debt had the following principal maturity schedule:
09/30/2015 | 12/31/2014 | |||||||
From 1 to 2 years |
2,634,896 | 571,991 | ||||||
From 2 to 3 years |
2,588,297 | 2,390,747 | ||||||
From 3 to 4 years |
2,248,825 | 894,301 | ||||||
From 4 to 5 years |
46,135 | 1,006,869 | ||||||
More than 5 years |
53,449 | 68,940 | ||||||
|
|
|
|
|||||
7,571,602 | 4,932,848 | |||||||
|
|
|
|
As provided in IAS 39 (CPC 8 (R1)), the transaction costs and issuance premiums associated with debt issuance by the Company and its subsidiaries were added to their financial liabilities, as shown in Note 14.j).
The Companys management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 22).
b. | Notes in the Foreign Market |
In December 2005, the subsidiary LPG International Inc. (LPG Inc.) issued US$ 250 million in notes in the foreign market, maturing in December 2015, with interest rate of 7.3% p.a., paid semiannually. The notes were guaranteed by the Company and its subsidiary Oxiteno S.A.
As a result of the issuance of these notes, the Company and its subsidiaries are required to undertake certain obligations, including:
| Limitation on transactions with shareholders that hold 5% or more of any class of stock of the Company, except upon fair and reasonable terms no less favorable than could be obtained in a comparable transaction with a third party. |
| Required board approval for transactions with shareholders that hold 5% or more of any class of stock of the Company, or with their subsidiaries, in an amount higher than US$ 15 million (except transactions of the Company with its subsidiaries and between its subsidiaries). |
| Restriction on sale of all or substantially all assets of the Company and subsidiaries LPG and Oxiteno S.A. |
| Restriction on encumbrance of assets exceeding US$ 150 million or 15% of the value of the consolidated tangible assets. |
The Company and its subsidiaries are in compliance with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are customary in transactions of this kind and have not limited their ability to conduct their business to date.
51
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
c. | Foreign Loans |
1) The subsidiary IPP has foreign loans in the amount of US$ 440 million. 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 102.1% of CDI (see Note 22). IPP designated these hedging instruments as a fair value hedge; 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$ (million) | Cost in % of CDI | ||||||
Mar/17 |
70.0 | 99.5 | ||||||
Sep/17 |
150.0 | 103.7 | ||||||
Jul/18 |
60.0 | 103.0 | ||||||
Sep/18 |
80.0 | 101.5 | ||||||
Nov/18 (1) |
80.0 | 101.4 | ||||||
|
|
|
|
|||||
Total / average cost |
440.0 | 102.1 | ||||||
|
|
|
|
(1) | The subsidiary IPP renegotiated foreign loans which would mature in November 2015, in the notional amount of US$ 80 million changing its maturity to November 2018. |
2) The subsidiary Oxiteno Overseas Corp. (Oxiteno Overseas) has a foreign loan in the amount of US$ 60 million with maturity in January 2017 and interest of LIBOR + 1.0% p.a., paid semiannually. The Company, through its subsidiary Cia. Ultragaz, contracted hedging instruments with floating interest rates in dollar and exchange rate variation, changing the foreign loan charge to 94.0% of CDI (see Note 22). The foreign loan is guaranteed by the Company and its subsidiary Oxiteno S.A.
As a result of these foreign loans, some obligations mentioned in Note 14.b) must also be maintained by the Company and its subsidiaries. Additionally, during these contracts, the Company shall maintain the following financial ratios, calculated based on its audited consolidated interim financial information:
| Maintenance of a financial ratio, determined by the ratio between consolidated net debt and consolidated Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA), at less than or equal to 3.5 |
| Maintenance of a financial ratio, determined by the ratio between consolidated EBITDA and consolidated net financial expenses, higher than or equal to 1.5. |
The Company is in compliance with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are usual for this type of transaction and have not limited their ability to conduct their business to date.
d. | BNDES |
The Company and its subsidiaries have financing from BNDES for some of their investments and for working capital.
During the term of these agreements, the Company must maintain the following capitalization and current liquidity levels, as determined in the annual consolidated audited balance sheet:
- Capitalization level: shareholders equity / total assets equal to or above 0.3; and
- Current liquidity level: current assets / current liabilities equal to or above 1.3.
The Company is in compliance with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are usual for this type of transaction and have not limited their ability to conduct their business to date.
52
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
e. | Financial Institutions |
The subsidiaries Oxiteno Mexico S.A. de C.V., Oxiteno USA LLC and Oxiteno Uruguay have loans to finance investments and working capital.
f. | Banco do Brasil |
The subsidiary IPP has floating interest rate loans with Banco do Brasil to finance the marketing, processing, or manufacturing of agricultural goods (ethanol).
The subsidiary IPP renegotiated loans with Banco do Brasil, which would mature in February 2015, in the notional amount of R$ 333 million, changing the maturities to July 2017 and January 2018, with floating interest rate of 106% of CDI.
The subsidiary IPP renegotiated loans with Banco do Brasil, which would mature in May 2015, in the notional amount of R$ 200 million, changing the maturities to November 2017 and April 2018, with floating interest rate of 107% of CDI.
These loans mature, as follows (including interest until September 30, 2015):
Maturity
Feb/16 |
218,356 | |||
May/16 |
128,906 | |||
Jan/17 |
1,107,408 | |||
Jul/17 |
171,343 | |||
Nov/17 |
105,136 | |||
Jan/18 |
171,343 | |||
Apr/18 |
105,136 | |||
May/19 |
1,015,032 | |||
|
|
|||
Total |
3,022,660 | |||
|
|
53
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
g. | Debentures |
1) | In March 2012, the Company made its fourth issuance of debentures, in a single series of 800 simple, nonconvertible into shares, unsecured debentures, and its main characteristics are as follows: |
Face value unit: |
R$ 1,000,000.00 | |
Final maturity: |
March 16, 2015 | |
Payment of the face value: |
Lump sum at final maturity | |
Interest: |
108.3% of CDI | |
Payment of interest: |
Annually | |
Reprice: |
Not applicable |
The debentures were settled by the Company on the maturity date.
2) | In December 2012, the subsidiary IPP made its first issuance of public debentures in single series of 60,000 simple, nonconvertible into shares, unsecured, nominative and registered debentures, and its main characteristics are as follows: |
Face value unit: |
R$ 10,000.00 | |
Final maturity: |
November 16, 2017 | |
Payment of the face value: |
Lump sum at final maturity | |
Interest: |
107.9% of CDI | |
Payment of interest: |
Semiannually | |
Reprice: |
Not applicable |
3) | In January 2014, the subsidiary IPP made its second issuance of public debentures in single series of 80,000 simple nonconvertible into shares, unsecured, nominative and registered debentures, which main characteristics are as follows: |
Face value unit: |
R$ 10,000.00 | |
Final maturity: |
December 20, 2018 | |
Payment of the face value: |
Lump sum at final maturity | |
Interest: |
107.9% of CDI | |
Payment of interest: |
Semiannually | |
Reprice: |
Not applicable |
4) | In March 2015, the Company made its fifth issuance of debentures, in a single series of 80,000 simple, nonconvertible into shares, unsecured debentures, and its main characteristics are as follows: |
Face value unit: |
R$ 10,000.00 | |
Final maturity: |
March 16, 2018 | |
Payment of the face value: |
Lump sum at final maturity | |
Interest: |
108.25% of CDI | |
Payment of interest: |
Annually | |
Reprice: |
Not applicable |
54
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The resources of the issuance were used to manage liquidity of the issuer, in order to strengthen its cash and lengthen its debt profile, providing greater financial flexibility.
h. | Export Credit Note |
The subsidiary Oxiteno Nordeste has export credit note contracts in the amounts of R$ 17.5 million and R$ 10.0 million, with maturities in March and August 2016 respectively, and fixed interest rate of 8% p.a., paid quarterly. In May 2015, the subsidiary Oxiteno Nordeste contracted an export credit note in the amount of R$ 156.8 million, with maturity in May 2018 and floating interest rate of 101.5% of CDI, paid quarterly.
For the fixed interest rate contracts, the subsidiary Oxiteno Nordeste contracted interest hedging instruments, thus converting the fixed rates for these loans into 88.8% of CDI (see Note 22). Oxiteno Nordeste designated these hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both measured at fair value from inception. Changes in fair value are recognized in profit or loss.
i. | Finance Leases |
The subsidiary Cia. Ultragaz has a finance lease contract related to LPG bottling facilities, maturing in April 2031.
Subsidiary Extrafarma has finance lease contracts related to IT equipment, vehicles, furniture, machinery and equipment, with terms between 24 to 60 months.
The amounts of equipment and intangible assets, net of depreciation and amortization, and the amounts of the corresponding liabilities, are shown below:
09/30/2015 | ||||||||||||||||||||
LPG bottling facilities |
IT equipment |
Vehicles | Furniture, machinery and equipment |
Total | ||||||||||||||||
Equipment and intangible assets, net of depreciation and amortization |
21,098 | 514 | 78 | | 21,690 | |||||||||||||||
Financing (present value) |
45,951 | 464 | 30 | | 46,445 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Current |
2,083 | 266 | 30 | | 2,379 | |||||||||||||||
Non-current |
43,868 | 198 | | | 44,066 |
12/31/2014 | ||||||||||||||||||||
LPG bottling facilities |
IT equipment |
Vehicles | Furniture, machinery and equipment |
Total | ||||||||||||||||
Equipment and intangible assets, net of depreciation and amortization |
24,720 | 883 | 1,483 | 1,283 | 28,369 | |||||||||||||||
Financing (present value) |
45,883 | 874 | 163 | 124 | 47,044 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Current |
1,950 | 515 | 145 | 124 | 2,734 | |||||||||||||||
Non-current |
43,933 | 359 | 18 | | 44,310 |
55
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The future disbursements (installments) assumed under these contracts are presented below:
09/30/2015 | ||||||||||||||||
LPG bottling facilities |
IT equipment |
Vehicles | Total | |||||||||||||
Up to 1 year |
4,371 | 296 | 32 | 4,699 | ||||||||||||
From 1 to 2 years |
4,371 | 218 | | 4,589 | ||||||||||||
From 2 to 3 years |
4,371 | 11 | | 4,382 | ||||||||||||
From 3 to 4 years |
4,371 | | | 4,371 | ||||||||||||
From 4 to 5 years |
4,371 | | | 4,371 | ||||||||||||
More than 5 years |
46,258 | | | 46,258 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
68,113 | 525 | 32 | 68,670 | ||||||||||||
|
|
|
|
|
|
|
|
12/31/2014 | ||||||||||||||||||||
LPG bottling facilities |
IT equipment |
Vehicles | Furniture and utensils |
Total | ||||||||||||||||
Up to 1 year |
4,238 | 566 | 155 | 123 | 5,082 | |||||||||||||||
From 1 to 2 years |
4,238 | 288 | 18 | | 4,544 | |||||||||||||||
From 2 to 3 years |
4,238 | 155 | | | 4,393 | |||||||||||||||
From 3 to 4 years |
4,238 | | | | 4,238 | |||||||||||||||
From 4 to 5 years |
4,238 | | | | 4,238 | |||||||||||||||
More than 5 years |
48,024 | | | | 48,024 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
69,214 | 1,009 | 173 | 123 | 70,519 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
The above amounts include Services Tax (ISS) payable on the monthly installments, except for disbursements for the LPG bottling facilities.
56
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
j. | 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 12/31/2014 |
Incurred cost |
Amortization | Balance on 09/30/2015 |
||||||||||||||||
Banco do Brasil (f) |
0.3 | 14,474 | 600 | (2.546 | ) | 12,528 | ||||||||||||||
Foreign Loans (c) |
0.3 | 3,016 | 3,151 | (704 | ) | 5,463 | ||||||||||||||
Debentures (g) |
0.0 | 2,157 | 958 | (1,164 | ) | 1,951 | ||||||||||||||
Notes in the foreign market (b) |
0.2 | 1,309 | | (819 | ) | 490 | ||||||||||||||
Other |
0.7 | 318 | 207 | (66 | ) | 459 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
21,274 | 4,916 | (5,299 | ) | 20,891 | |||||||||||||||
|
|
|
|
|
|
|
|
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 | ||||||||||||||||||||||
Banco do Brasil (f) |
2,764 | 3,331 | 3,763 | 2,670 | | | 12,528 | |||||||||||||||||||||
Foreign Loans (c) |
2,624 | 1,835 | 905 | 99 | | | 5,463 | |||||||||||||||||||||
Debentures (g) |
626 | 701 | 533 | 91 | | | 1,951 | |||||||||||||||||||||
Notes in the foreign market (b) |
490 | | | | | | 490 | |||||||||||||||||||||
Other |
156 | 210 | 55 | 27 | 11 | | 459 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
6,660 | 6,077 | 5,256 | 2,887 | 11 | | 20,891 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
K. | Guarantees |
The financings are guaranteed by collateral in the amount of R$ 51,631 as of September 30, 2015 (R$ 50,570 as of December 31, 2014) and by guarantees and promissory notes in the amount of R$ 5,343,754 as of September 30, 2015 (R$ 3,779,450 as of December 31, 2014).
In addition, the Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 182,937 as of September 30, 2015 (R$ 173,644 as of December 31, 2014) and guarantees related to raw materials imported by the subsidiary Ipiranga in the amount of R$ 60,785 as of September 30, 2015.
Some subsidiaries of Oxiteno issue collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing). If a subsidiary is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. The maximum amount of future payments related to these collaterals is R$ 27,568 as of September 30, 2015 (R$ 26,684 as of December 31, 2014), with maturities of less than 213 days. As of September 30, 2015, the subsidiaries did not have losses in connection with these collaterals. The fair value of collaterals recognized in current liabilities as other payables is R$ 664 as of September 30, 2015 (R$ 646 as of December 31, 2014), which is recognized as profit or loss as customers settle their obligations with the financial institutions.
Some financing agreements of the Company and its subsidiaries have cross default clauses that require them to pay the debt assumed in case of default of other debts equal to or greater than US$ 15 million. Until September 30, 2015, there was no event of default of the debts of the Company and its subsidiaries.
15 | Trade Payables (Consolidated) |
09/30/2015 | 12/31/2014 | |||||||
Domestic suppliers |
854,592 | 1,196,876 | ||||||
Foreign suppliers |
93,829 | 82,626 | ||||||
|
|
|
|
|||||
948,421 | 1,279,502 | |||||||
|
|
|
|
The Companys subsidiaries acquire oil based fuels and LPG from Petróleo Brasileiro S.A.Petrobras and its subsidiaries and ethylene from Braskem S.A. These suppliers control almost all of the markets for these products in Brazil. The Companys subsidiaries depend on the ability of those suppliers to deliver products in a timely manner and at acceptable prices and terms. The loss of any major supplier or a significant reduction in product availability from these suppliers could have a significant adverse effect on the Company and its subsidiaries. The Company and its subsidiaries believe that their relationship with suppliers is satisfactory.
58
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
16 | Salaries and Related Charges (Consolidated) |
09/30/2015 | 12/31/2014 | |||||||
Provisions on payroll |
194,630 | 128,181 | ||||||
Profit sharing, bonus and premium |
140,802 | 108,632 | ||||||
Social charges |
32,787 | 44,747 | ||||||
Salaries and related payments |
17,635 | 10,904 | ||||||
Benefits |
2,141 | 1,617 | ||||||
Others |
724 | 498 | ||||||
|
|
|
|
|||||
388,719 | 294,579 | |||||||
|
|
|
|
17 | Taxes Payable (Consolidated) |
09/30/2015 | 12/31/2014 | |||||||
ICMS |
119,359 | 93,761 | ||||||
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno Andina and Oxiteno Uruguay |
19,386 | 14,822 | ||||||
PIS and COFINS |
10,310 | 11,922 | ||||||
ISS |
6,026 | 6,304 | ||||||
IPI |
9,542 | 3,858 | ||||||
National Institute of Social Security (INSS) |
2,488 | 2,991 | ||||||
Income Tax Withholding (IRRF) |
13,201 | 2,267 | ||||||
Others |
4,630 | 2,910 | ||||||
|
|
|
|
|||||
184,942 | 138,835 | |||||||
|
|
|
|
18 | Provision for Asset Retirement Obligation Fuel Tanks (Consolidated) |
The provision corresponds to the legal obligation to remove Ipirangas underground fuel tanks located at Ipiranga-branded service stations after a certain use period (see Note 2.m).
Changes in the provision for asset retirement obligation are as follows:
09/30/2015 | 09/30/2014 | |||||||
Initial balance |
70,802 | 69,661 | ||||||
Additions (new tanks) |
520 | 512 | ||||||
Expense with tanks removed |
(3,429 | ) | (3,080 | ) | ||||
Accretion expense |
5,493 | 3,405 | ||||||
|
|
|
|
|||||
Final balance |
73,386 | 70,498 | ||||||
|
|
|
|
|||||
Current |
5,140 | 4,558 | ||||||
Non-current |
68,246 | 65,940 |
59
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
19. | Deferred Revenue (Consolidated) |
The Companys subsidiaries have recognized the following deferred revenue:
09/30/2015 | 12/31/2014 | |||||||
am/pm and Jet Oil franchising upfront fee |
14,113 | 14,785 | ||||||
Loyalty program Km de Vantagens |
10,223 | 10,025 | ||||||
Loyalty program Club Extra |
7,826 | 6,349 | ||||||
|
|
|
|
|||||
32,162 | 31,159 | |||||||
|
|
|
|
|||||
Current |
23,319 | 23,450 | ||||||
Non-current |
8,843 | 7,709 |
Loyalty Programs
Subsidiary Ipiranga has a loyalty program called Km de Vantagens (www.kmdevantagens.com.br) under which registered customers are rewarded with points when they buy products at Ipiranga service stations or at its partners. The customers may exchange these points, during the period of one year, for discounts on products and services offered by Ipiranga and its partners. Points received by Ipirangas customers that may be used with the partner Multiplus Fidelidade and for discounts of fuel in Ipirangas website (www.postoipiranganaweb.com.br) and are considered part of sales revenue.
Subsidiary Extrafarma has a loyalty program called Club Extra (www.clubextra.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 one year, for prizes offered by its partners. Points received by Extrafarmas customers may be used with the partner Multiplus Fidelidade and as recharge credit on a mobile phone are considered part of sales revenue.
Deferred revenue is estimated based on the fair value of the points granted, considering the value of the prizes and the expected redemption of points. Deferred revenue is recognized in profit or loss when the points are redeemed, on which occasion the costs incurred are also recognized. Deferred revenue of unredeemed points is also recognized in profit or loss when the points expire.
Franchising Upfront Fee
am/pm is the convenience stores chain of the Ipiranga service stations. Ipiranga ended September 30, 2015 with 1,761 stores (1,708 stores as of December 31, 2014). Jet Oil is Ipirangas lubricant-changing and automotive service specialized network. Ipiranga ended September 30, 2015 with 1,374 stores (1,337 stores as of December 31, 2014). The franchising upfront fee received by Ipiranga is deferred and recognized in profit or loss on the straight-line accrual basis throughout the terms of the agreements with the franchisees.
60
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
20 | Shareholders Equity |
a. | Share Capital |
The Company is a publicly traded company listed on BM&FBOVESPA 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. As of September 30, 2015, the subscribed and paid-in capital stock consists of 556,405,096 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 shares issued by the Company as of September 30, 2015, on BM&FBOVESPA was R$ 66.80.
As of September 30, 2015, the Company is authorized to increase capital up to the limit of 800,000,000 common shares, without amendment to the Bylaws, by resolution of the Board of Directors.
As of September 30, 2015, there were 30,188,597 common shares outstanding abroad in the form of ADRs (31,714,297 shares as of December 31, 2014).
b. | Treasury Shares |
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Instructions 10, of February 14, 1980 and 268, of November 13, 1997.
On December 10, 2014, the Board of Directors approved Ultrapars Shares Repurchase Program (Share Repurchase Program 2014/15), with maximum period for the acquisition of 365 days, from December 12, 2014 and maximum acquisition number of 6,500,000 common shares. Until September 30, 2015, the Company acquired 4,717,200 common shares at an average cost of R$ 61.78 per share.
As of September 30, 2015, 11,895,356 common shares (7,148,156 as of December 31, 2014) were held in the Companys treasury, acquired at an average cost of R$ 33.20 per share (R$ 14.42 as of December 31, 2014).
c. | Capital Reserve |
The capital reserve reflects the gain on the transfer of shares at market price to be held in treasury by the Companys subsidiaries, at an average price of R$ 26.09 per share. Such shares were used in the Deferred Stock Plan granted to executives of these subsidiaries, as mentioned in Note 8.c).
d. | Revaluation Reserve |
The revaluation reserve 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.
61
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
e. | Profit Reserves |
Legal Reserve
Under Brazilian Corporate Law, the Company is required to appropriate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of capital stock. This reserve may be used to increase capital or absorb losses, but may not be distributed as dividends.
Retention of Profits
Reserve recognized in previous fiscal years and used for investments contemplated in a capital budget, mainly for expansion, productivity, and quality, acquisitions and new investments, in accordance with Article 196 of Brazilian Corporate Law.
Investments Reserve
In compliance with Article 194 of the Brazilian Corporate Law and Article 55.c) of the Bylaws this reserve is aimed to protect the integrity of the Companys 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 45% of net income to the investments reserve, up to the limit of 100% of the share capital.
The amounts of retention of profits and investments reserve are free of distribution restrictions and totaled R$ 2,772,527 as of September 30, 2015 and December 31, 2014.
f. | Other Comprehensive Income |
Valuation Adjustments
The differences between the fair value and amortized cost of financial investments classified as available for sale are recognized directly in equity as valuation adjustments. The gains and losses recognized in the shareholders equity are reclassified to profit or loss in case the financial instruments are prepaid.
Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in shareholders equity under the title valuation adjustments. Actuarial gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods.
Cumulative Translation Adjustments
The change in exchange rates on assets, liabilities, and income of foreign subsidiaries that have (i) functional currency other than the presentation currency of the Company and (ii) an independent administration, is directly recognized in the shareholders equity. This accumulated effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment.
62
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Balance and changes in other comprehensive income of the Company are as follows:
Valuation adjustments | ||||||||||||||||
Fair value of financial investment available for sale |
Actuarial gains of post-employment benefits |
Total | Cumulative translation adjustment |
|||||||||||||
Balance as of December 31, 2014 |
51 | 7,098 | 7,149 | 43,192 | ||||||||||||
Translation of foreign subsidiaries, including the exchange rate effect of hedge of investments |
| | | 122,523 | ||||||||||||
Changes in fair value |
38,028 | | 38,028 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of September 30, 2015 |
38,079 | 7,098 | 45,177 | 165,715 | ||||||||||||
|
|
|
|
|
|
|
|
Valuation adjustments | ||||||||||||||||
Fair value of financial investment available for sale |
Actuarial gains of post-employment benefits |
Total | Cumulative translation adjustment |
|||||||||||||
Balance as of December 31, 2013 |
5 | 5,423 | 5,428 | 38,076 | ||||||||||||
Translation of foreign subsidiaries, including the exchange rate effect of hedge of investments |
| | | (18,351 | ) | |||||||||||
Changes in fair value |
10 | | 10 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of September 30, 2014 |
15 | 5,423 | 5,438 | 19,725 | ||||||||||||
|
|
|
|
|
|
|
|
g. | Dividends |
The shareholders are entitled, under the Bylaws, to a minimum annual dividend of 50% of adjusted net income 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 shareholders equity until they are approved by the Shareholders. The proposed dividends payable as of December 31, 2014 in the amount of R$ 389,164 (R$ 0.71 seventy one cents of Brazilian Real per share), were approved by the Board of Directors on February 25, 2015, and paid as of March 13, 2015, having been ratified in the Annual General Shareholders Meeting on April 15, 2015. On August 5, 2015, the Board of Directors approved the anticipation of 2015 dividends, in the amount of R$ 436,842 (R$ 0.80 eighty cents of Brazilian Real per share), paid as from August 21, 2015.
21 | Segment Information |
The Company operates five main business segments: gas distribution, fuel distribution, chemicals, storage and, as from January 31, 2014, drugstores. 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 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 storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil. The drugstores segment (Extrafarma) trades pharmaceutical, hygiene, and beauty products through its own drugstore chain in the states of Pará, Amapá, Maranhão, Piauí, Ceará, and Rio Grande do Norte. The segments shown in the interim financial information are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.
63
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The main financial information of each of the Companys segments are stated as follows:
09/30/2015 | 09/30/2014 | |||||||
Net revenue from sales and services: |
||||||||
Ultragaz |
3,373,158 | 3,035,665 | ||||||
Ipiranga |
47,503,122 | 43,341,152 | ||||||
Oxiteno |
2,996,220 | 2,525,639 | ||||||
Ultracargo |
242,846 | 262,953 | ||||||
Extrafarma |
997,806 | 782,841 | (1) | |||||
Others (2) |
32,611 | 29,887 | ||||||
Intersegment sales |
(70,596 | ) | (64,110 | ) | ||||
|
|
|
|
|||||
Total |
55,075,167 | 49,914,027 | ||||||
|
|
|
|
|||||
Intersegment sales: |
||||||||
Ultragaz |
2,327 | 1,400 | ||||||
Ipiranga |
| 998 | ||||||
Oxiteno |
1,713 | 1,253 | ||||||
Ultracargo |
33,945 | 30,756 | ||||||
Extrafarma |
| | ||||||
Others (2) |
32,611 | 29,703 | ||||||
|
|
|
|
|||||
Total |
70,596 | 64,110 | ||||||
|
|
|
|
|||||
Net revenue from sales and services, excluding intersegment sales: |
||||||||
Ultragaz |
3,370,831 | 3,034,265 | ||||||
Ipiranga |
47,503,122 | 43,340,154 | ||||||
Oxiteno |
2,994,507 | 2,524,386 | ||||||
Ultracargo |
208,901 | 232,197 | ||||||
Extrafarma |
997,806 | 782,841 | (1) | |||||
Others (2) |
| 184 | ||||||
|
|
|
|
|||||
Total |
55,075,167 | 49,914,027 | ||||||
|
|
|
|
64
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
09/30/2015 | 09/30/2014 | |||||||
Operating income: |
||||||||
Ultragaz |
142,749 | 121,725 | ||||||
Ipiranga |
1,448,784 | 1,185,417 | ||||||
Oxiteno |
448,411 | 201,539 | ||||||
Ultracargo |
(18,466 | ) | 91,646 | |||||
Extrafarma |
3,487 | 17,641 | (1) | |||||
Others (2) |
25,250 | (16,288 | ) | |||||
|
|
|
|
|||||
Total |
2,050,215 | 1,601,680 | ||||||
|
|
|
|
|||||
Share of profit of joint-ventures and associates: |
||||||||
Ultragaz |
(38 | ) | | |||||
Ipiranga |
(16,042 | ) | (11,117 | ) | ||||
Oxiteno |
1,750 | 613 | ||||||
Ultracargo |
654 | 478 | ||||||
Others (2) |
8,444 | (794 | ) | |||||
|
|
|
|
|||||
Total |
(5,232 | ) | (10,820 | ) | ||||
|
|
|
|
|||||
Financial income |
309,467 | 263,996 | ||||||
Financial expenses |
(851,012 | ) | (584,739 | ) | ||||
|
|
|
|
|||||
Income before income and social contribution taxes |
1,503,438 | 1,270,117 | ||||||
|
|
|
|
|||||
Additions to property, plant, and equipment and intangible assets: |
| |||||||
Ultragaz |
197,238 | 177,313 | ||||||
Ipiranga |
560,464 | 485,633 | ||||||
Oxiteno |
91,044 | 85,855 | ||||||
Ultracargo |
10,460 | 19,919 | ||||||
Extrafarma |
49,351 | 21,568 | (1) | |||||
Others (2) |
20,463 | 21,144 | ||||||
|
|
|
|
|||||
Total additions to property, plant, and equipment and intangible assets (see Notes 12 and 13) |
929,020 | 811,432 | ||||||
Asset retirement obligation fuel tanks (see Note 18) |
(520 | ) | (512 | ) | ||||
Capitalized borrowing costs |
(19,678 | ) | (5,117 | ) | ||||
|
|
|
|
|||||
Total investments in property, plant, and equipment and intangible assets (cash flow) |
908,822 | 805,803 | ||||||
|
|
|
|
Depreciation and amortization charges: | ||||||||
Ultragaz |
105,693 | 102,027 | ||||||
Ipiranga |
450,516 | 390,294 | ||||||
Oxiteno |
109,503 | 103,765 | ||||||
Ultracargo |
31,182 | 36,970 | ||||||
Extrafarma |
16,522 | 8,825 | (1) | |||||
Others (2) |
18,031 | 9,585 | ||||||
|
|
|
|
|||||
Total |
731,447 | 651,466 | ||||||
|
|
|
|
65
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
09/30/2015 | 12/31/2014 | |||||||
Total assets (excluding intersegment account balances): |
||||||||
Ultragaz |
2,699,143 | 2,701,673 | ||||||
Ipiranga |
10,259,907 | 9,138,758 | ||||||
Oxiteno |
4,718,902 | 4,229,501 | ||||||
Ultracargo |
1,278,081 | 1,382,969 | ||||||
Extrafarma |
644,975 | 602,409 | ||||||
Others (2) |
1,259,055 | 1,425,072 | ||||||
|
|
|
|
|||||
Total |
20,860,063 | 19,480,382 | ||||||
|
|
|
|
(1) | Information of the period from February 1 to September 30, 2014. |
(2) | Composed of the parent company Ultrapar (including goodwill of certain acquisitions) and subsidiaries SermaAssociação dos Usuários de Equipamentos de Processamento de Dados e Serviços Correlatos (Serma) and Imaven Imóveis Ltda. |
Geographic Area Information
The fixed and intangible assets of the Company and its subsidiaries are located in Brazil, except those related to Oxiteno plants abroad, as shown below:
09/30/2015 (1) | 12/31/2014 | |||||||
United States of America |
205,705 | 137,470 | ||||||
Mexico |
146,966 | 107,554 | ||||||
Uruguay |
79,861 | 55,855 | ||||||
Venezuela |
36,136 | 18,763 |
(1) | The increase in fixed and intangible assets as of September 30, 2015 is substantially due to the devaluation of the Real against the functional currencies of the foreign subsidiaries used in the translation of information. |
The Company generates revenue from operations in Brazil, Mexico, United Stated of America, Uruguay and Venezuela, as well as from exports of products to foreign customers, as disclosed below:
09/30/2015 | 09/30/2014 | |||||||
Net revenue: |
||||||||
Brazil |
54,123,654 | 49,235,713 | ||||||
Mexico |
148,344 | 102,546 | ||||||
Venezuela |
107,382 | 36,726 | ||||||
Other Latin American countries |
328,964 | 272,456 | ||||||
United States of America and Canada |
131,688 | 114,452 | ||||||
Far East |
124,022 | 40,927 | ||||||
Europe |
68,208 | 61,618 | ||||||
Others |
42,905 | 49,589 | ||||||
|
|
|
|
|||||
Total |
55,075,167 | 49,914,027 | ||||||
|
|
|
|
66
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
22. Risks and Financial Instruments (Consolidated)
Risk Management and Financial InstrumentsGovernance
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 Companys 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 conservative policy for the management of resources, financial instruments, and risks approved by its 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 risks associated with currencies, interest rates, credit, and selection of financial instruments. Governance of the management of financial risks and financial instruments follows the segregation of duties below:
| Implementation of the management of financial assets, instruments, and risks is the responsibility of the financial area, through its treasury department, with the assistance of the tax and accounting departments. |
| Supervision and monitoring of compliance with the principles, guidelines, and standards of the Policy is the responsibility of the Risk and Investment Committee, which is composed of members of the Companys Executive Board (Committee). The Committee holds regular meetings and is in charge, among other responsibilities, of discussing and monitoring the financial strategies, existing exposures, and significant transactions involving investment, fundraising, or risk mitigation. The Committee monitors the risk standards established by the Policy through a monitoring map on a monthly basis. |
| Changes in the Policy or revisions of its standards are subject to the approval of the Board of Directors of Ultrapar. |
| Continuous improvement of the Policy is the joint responsibility of the Board of Directors, the Committee, and the financial area. |
| The internal audit department audits the compliance with the requirements of the Policy. |
67
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Currency Risk
Most transactions of the Company and 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 transactional, accounting, and operational risks of the Company and its subsidiaries and their exposure to changes in exchange rates. The Company considers as its main currency exposures the assets and liabilities in foreign currency and the short-term flow of net sales in foreign currency of Oxiteno.
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 investments in foreign operations. 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 currencies to which they are related. Assets and liabilities in foreign currencies are stated below, translated into Brazilian Reais as of September 30, 2015 and December 31, 2014:
Assets and Liabilities in Foreign Currencies
In millions of Brazilian Reais |
09/30/2015 | 12/31/2014 | ||||||
Assets in foreign currency |
||||||||
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments) |
987.9 | 594.9 | ||||||
Foreign trade receivables, net of allowance for doubtful accounts |
257.8 | 190.3 | ||||||
Net investments in foreign subsidiaries (except cash, cash equivalents, financial investments, trade receivables, financing, and payables) |
690.0 | 507.3 | ||||||
|
|
|
|
|||||
1,935.7 | 1,292.5 | |||||||
|
|
|
|
|||||
Liabilities in foreign currency |
||||||||
Financing in foreign currency |
(3,506.1 | ) | (1,867.2 | ) | ||||
Payables arising from imports, net of advances to foreign suppliers |
(66.2 | ) | (70.6 | ) | ||||
|
|
|
|
|||||
(3,572.3 | ) | (1,937.8 | ) | |||||
|
|
|
|
|||||
Foreign currency hedging instruments |
1,982.2 | 783.3 | ||||||
|
|
|
|
|||||
Net asset position Total |
345.6 | 138.0 |
68
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Sensitivity Analysis of Assets and Liabilities in Foreign Currency
The table below shows the effect of exchange rate changes in different scenarios, based on the net asset position of R$ 345.6 million in foreign currency:
In millions of Brazilian Reais |
Risk | Scenario I | Scenario II | Scenario III | ||||||||||||
10% | 25% | 50% | ||||||||||||||
(1) Income statement effect |
Real devaluation | (21.7 | ) | (54.3 | ) | (108.6 | ) | |||||||||
(2) Shareholders equity effect |
56.3 | 140.7 | 281.4 | |||||||||||||
|
|
|
|
|
|
|||||||||||
(1) + (2) |
Net effect | 34.6 | 86.4 | 172.8 | ||||||||||||
|
|
|
|
|
|
|||||||||||
(3) Income statement effect |
Real appreciation | 21.7 | 54.3 | 108.6 | ||||||||||||
(4) Shareholders equity effect |
(56.3 | ) | (140.7 | ) | (281.4 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
(3) + (4) |
Net effect | (34.6 | ) | (86.4 | ) | (172.8 | ) | |||||||||
|
|
|
|
|
|
Gains (losses) directly recognized in equity in cumulative translation adjustments are due to changes in the exchange rate on equity of foreign subsidiaries (see Notes 2.r and 20.f Cumulative Translation Adjustments).
69
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Interest Rate Risk
The Company and its subsidiaries adopt conservative 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 CDI, as set forth in Note 4. Borrowings primarily relate to financing from Banco do Brasil, BNDES, and other development agencies, as well as debentures and borrowings in foreign currency, as shown in Note 14.
The Company does not actively manage risks associated with changes in the level of interest rates and attempts to maintain its financial interest assets and liabilities at floating rates. As of September 30, 2015, the Company and its subsidiaries had interest rate derivative financial instruments linked to domestic loans, in which the Company swapped the fixed interest rate of certain debts to floating interest rates (CDI).
The table below shows the financial assets and liabilities exposed to floating interest rates as of September 30, 2015 and December 31, 2014:
In millions of Brazilian Reais |
Note | 09/30/2015 | 12/31/2014 | |||||||||
CDI |
||||||||||||
Cash equivalents |
4 | 2,013.8 | 2,690.6 | |||||||||
Financial investments |
4 | 643.4 | 902.7 | |||||||||
Asset position of foreign exchange hedging instrumentsCDI |
22 | 301.9 | 114.2 | |||||||||
Loans and debentures |
14 | (5,449.0 | ) | (5,157.9 | ) | |||||||
Liability position of foreign exchange hedging instrumentsCDI |
22 | (1,855.7 | ) | (749.6 | ) | |||||||
Liability position of hedging instruments from pre-fixed interest to CDI |
22 | (27.8 | ) | (486.1 | ) | |||||||
|
|
|
|
|||||||||
Net liability position in CDI |
(4,373.4 | ) | (2,686.1 | ) | ||||||||
|
|
|
|
|||||||||
TJLP |
||||||||||||
Loans TJLP |
14 | (447.8 | ) | (540.5 | ) | |||||||
|
|
|
|
|||||||||
Net liability position in TJLP |
(447.8 | ) | (540.5 | ) | ||||||||
|
|
|
|
|||||||||
LIBOR |
||||||||||||
Asset position of foreign exchange hedging instrumentsLIBOR |
22 | 1,308.2 | 761.8 | |||||||||
LoansLIBOR |
14 | (1,380.3 | ) | (814.3 | ) | |||||||
|
|
|
|
|||||||||
Net liability position in LIBOR |
(72.1 | ) | (52.5 | ) | ||||||||
|
|
|
|
|||||||||
TIIE |
||||||||||||
LoansTIIE |
14 | (28.3 | ) | (32.3 | ) | |||||||
|
|
|
|
|||||||||
Net liability position in TIIE |
(28.3 | ) | (32.3 | ) | ||||||||
|
|
|
|
|||||||||
SELIC |
||||||||||||
Loans SELIC |
14 | (19.2 | ) | | ||||||||
|
|
|
|
|||||||||
Net liability position in SELIC |
(19.2 | ) | | |||||||||
|
|
|
|
|||||||||
Total net liability position exposed to floating interest |
(4,940.8 | ) | (3,311.4 | ) | ||||||||
|
|
|
|
70
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Sensitivity Analysis of Floating Interest Rate Risk
The table below shows the incremental expenses and income that would be recognized in financial income as of September 30, 2015, due to the effect of floating interest rate changes in different scenarios:
In millions of Brazilian Reais |
||||||||||||||||
Risk | Scenario I |
Scenario II |
Scenario III |
|||||||||||||
10% | 25% | 50% | ||||||||||||||
Exposure of interest rate risk |
||||||||||||||||
Interest effect on cash equivalents and financial investments |
Increase in CDI | 38.5 | 77.0 | 141.2 | ||||||||||||
Foreign exchange hedging instruments (assets in CDI) effect |
Increase in CDI | 1.3 | 3.4 | 6.7 | ||||||||||||
Interest effect on debt in CDI |
Increase in CDI | (74.7 | ) | (155.2 | ) | (289.5 | ) | |||||||||
Interest rate hedging instruments (liabilities in CDI) effect |
Increase in CDI | (13.0 | ) | (32.6 | ) | (65.2 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Incremental expenses |
(47.9 | ) | (107.4 | ) | (206.8 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Interest effect on debt in TJLP |
Increase in TJLP | (2.2 | ) | (5.4 | ) | (10.9 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Incremental expenses |
(2.2 | ) | (5.4 | ) | (10.9 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Foreign exchange hedging instruments (assets in LIBOR) effect |
Increase in LIBOR | 0.2 | 0.5 | 1.0 | ||||||||||||
Interest effect on debt in LIBOR |
Increase in LIBOR | (0.2 | ) | (0.6 | ) | (1.1 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Incremental expenses |
| (0.1 | ) | (0.1 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||
Interest effect on debt in TIIE |
Increase in TIIE | (0.1 | ) | (0.3 | ) | (0.5 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Incremental expenses |
(0.1 | ) | (0.3 | ) | (0.5 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Interest effect on debt in SELIC |
Increase in SELIC | (0.1 | ) | (0.2 | ) | (0.3 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Incremental expenses |
(0.1 | ) | (0.2 | ) | (0.3 | ) | ||||||||||
|
|
|
|
|
|
71
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Credit Risks
The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments, and trade receivables.
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 counterparties.
Government credit riskThe Companys policy allows investments in government securities from countries classified as investment grade AAA or Aaa by specialized credit rating agencies 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.
Customer credit risk - Such risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating and are additionally mitigated by the diversification of sales. No single customer or group accounts for more than 10% of total revenue.
The Company maintained the following allowances for doubtful accounts on trade receivables:
09/30/2015 | 12/31/2014 | |||||||
Ipiranga |
152,090 | 136,104 | ||||||
Ultragaz |
23,715 | 24,140 | ||||||
Oxiteno |
13,015 | 4,522 | ||||||
Extrafarma |
7,970 | 11,067 | ||||||
Ultracargo |
2,971 | 2,611 | ||||||
|
|
|
|
|||||
Total |
199,761 | 178,444 | ||||||
|
|
|
|
72
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Liquidity Risk
The Company and its subsidiaries main sources of liquidity derive from (i) cash, cash equivalents, and financial investments, (ii) cash generated from operations and (iii) financing. The Company and its subsidiaries believe that these sources are sufficient to satisfy their current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt, and payment of dividends.
The Company and its subsidiaries 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 enough working capital to satisfy their current needs. The gross indebtedness due over the next twelve months totals R$ 2,613.9 million, including estimated interests on loans. Furthermore, the investment plan for 2015 totals R$ 1,418 million, and until September 30,2015 the amount of R$ 830 million had been realized. As of September 30, 2015, the Company and its subsidiaries had R$ 3,682.2 million in cash, cash equivalents, and short-term financial investments (for quantitative information, see Notes 4 and 14).
The table below presents a summary of financial liabilities as of September 30, 2015 to be settled 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 as of September 30, 2015.
In millions of Brazilian Reais | ||||||||||||||||||||
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) |
12,100.0 | 2,613.9 | 6,302.8 | 3,109.9 | 73.4 | |||||||||||||||
Currency and interest rate hedging instruments (3) |
404.0 | 187.1 | 216.9 | | | |||||||||||||||
Trade payables |
948.4 | 948.4 | | | |
(1) | To calculate the estimated interest on loans some macroeconomic assumptions were used, including averaging for the period the following: (i) CDI of 13.2 % p.a., (ii) exchange rate of the Real against the U.S. dollar of R$ 4.04in 2015, R$ 4.28 in 2016, R$ 4.67 in 2017, R$ 5.17 in 2018, and R$ 5.73 in 2019, (iii) TJLP of 6.5% p.a. and (iv) IGP-M of 8.5% in 2015, 7.1% in 2016, 6.1% in 2017, 6.4% in 2018, and 6.4% in 2019 (source: BM&FBOVESPA, 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 of DI x Pre contract quoted on BM&FBOVESPA on September 30, 2015 and on the futures curve of LIBOR (ICEIntercontinentalExchange) on September 30, 2015. In the table above, only the hedging instruments with negative results at the time of settlement were considered. |
73
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Capital Management
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 4) and loans, including debentures (see Note 14). 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.
Selection and Use of Financial Instruments
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, swaps, 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.
As mentioned in the section Risk Management and Financial Instruments Governance, the Committee monitors compliance with the risk standards established by the Policy through a risk monitoring map, including the use of hedging instruments, on a monthly basis. In addition, the internal audit department verifies the compliance with the requirements of the Policy.
74
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the position of hedging instruments entered into by the Company and its subsidiaries:
Hedging instruments |
Counterparty | Maturity | Notional amount1 | Fair value | Amounts receivable |
Amounts payable |
||||||||||||||||||||||
09/30/2015 | 12/31/2014 | 09/30/2015 | 12/31/2014 | 09/30/2015 | ||||||||||||||||||||||||
R$ million | R$ million | R$ million | R$ million | |||||||||||||||||||||||||
a Exchange rate swaps receivable in U.S. dollars |
Bradesco, BTMU, Citibank, Itaú, JP Morgan, Santander, Scotiabank |
|||||||||||||||||||||||||||
Receivables in U.S. dollars (LIBOR) |
Oct 2015 to Nov 2018 |
US$ 350.0 | US$ 290.0 | 1,308.2 | 761.8 | 1,308.2 | | |||||||||||||||||||||
Receivables in U.S. dollars (Fixed) |
US$ 251.3 | US$ 50.6 | 970.5 | 136.6 | 970.5 | | ||||||||||||||||||||||
Payables in CDI interest rate |
US$ (601.3) | US$ (340.6) | (1,855.7) | (749.1) | | 1,855.7 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total result |
| | 423.0 | 149.3 | 2,278.7 | 1,855.7 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
b.1 and b.2 Exchange rate swaps payable in U.S. dollars + COUPON |
Bradesco, Citibank, Itaú, Santander |
Oct 2015 to Dec 2015 |
||||||||||||||||||||||||||
Receivables in CDI interest rates |
US$ 74.3 | US$ 42.9 | 301.9 | 114.2 | 301.9 | | ||||||||||||||||||||||
Payables in U.S. dollars (Fixed) |
US$ (74.3) | US$ (42.9) | (296.5) | (115.6) | | 296.5 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total result |
| | 5.4 | (1.4) | 301.9 | 296.5 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
c Interest rate swaps in R$ |
, Itaú | Mar 2016 to Aug 2016 |
||||||||||||||||||||||||||
Receivables in fixed interest rate |
R$27.5 | R$327.5 | 27.1 | 532.0 | 27.1 | | ||||||||||||||||||||||
Payables in CDI interest rate |
R$(27.5) | R$(327.5) | (27.8) | (486.1) | | 27.8 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total result |
| | (0.7) | 45.9 | 27.1 | 27.8 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
d Exchange rate swaps receivable in Euros |
||||||||||||||||||||||||||||
Receivables in Euros (Fixed) |
| | | 0.2 | | 0.5 | | | ||||||||||||||||||||
Payables in CDI interest rate |
| | (0.2) | | (0.5) | | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total result |
| | | | | | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total gross result |
427.7 | 193.8 | 2,607.7 | 2,180.0 | ||||||||||||||||||||||||
Income tax |
(102.7) | (36.7) | (102.7) | | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total net result |
325.0 | 157.1 | 2,505.0 | 2,180.0 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Positive result (see Note 4) |
378.9 | 164.5 | ||||||||||||||||||||||||||
Negative result (see Note 14) |
(53.9) | (7.4) |
(1) | In million. Currency as indicated. |
All transactions mentioned above were properly registered with CETIP S.A.
Hedging instruments existing as of September 30, 2015 are described below, according to their category, risk, and hedging strategy:
aHedging against foreign exchange exposure of liabilities in foreign currencyThe purpose of these contracts is (i) to offset the effect of the change in exchange rates of debts or firm commitments in U.S. dollars by converting them into debts or firm commitments in Brazilian Reais linked to CDI, and (ii) change a financial investment linked to the CDI and given as a guarantee to a loan in the U.S. dollar into a financial investment linked to the U.S. dollar. As of September 30, 2015, the Company and its subsidiaries had outstanding swap contracts totaling US$ 601.3 million in notional amount with a liability position, on average of 99.6 % of CDI, of which US$ 251.3million, on average, had an asset position at US$ + 1.82 % p.a. and US$ 350.0 million had an asset position at US$ + LIBOR + 0.76% p.a.
75
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
b.1Hedging against foreign exchange exposure of operationsThe purpose of these contracts is to make the exchange rate of the revenues of subsidiaries Oleoquímica, Oxiteno S.A. and Oxiteno Nordeste equal to the exchange rate of the cost of their main raw materials during their operating cycles. As of September 30, 2015, these swap contracts totaled US$ 10.3 million and, on average, had an asset position at 79.0% of CDI and a liability position at US$ + 0.0% p.a.
b.2Hedging against foreign exchange exposure of net investments in foreign operationsThe purpose of these contracts is to minimize the effect of exchange variation of investments in foreign subsidiaries with functional currencies different from the functional currency of the Company, turning them into investments in Brazilian Reais. As of September 30, 2015, the Company and its subsidiaries had outstanding swap contracts totaling US$ 64.0 million in notional amount with an asset position at 90.5% of CDI and a liability position of US$ + 0.0% p.a.
cHedging against the interest rate fixed in local financingThe purpose of these contracts is to convert the interest rate on financing contracted in Brazilian Reais from fixed into floating. As of September 30, 2015 these swap contracts totaled R$ 27.5 million of notional amount corresponding to principal amount of related debt, and on average had an asset position at 8.0% p.a. and a liability position at 88.8% of CDI.
d Hedging against the foreign currency exchange exposure of liabilitiesThe purpose of these contracts is offset the effect of exchange variation of debts or firm commitments in euro, turning them into debts or firm commitments in Reais indexed to the CDI. As of September 30, 2015, the Company and its subsidiaries had no swap contracts.
Hedge Accounting
The Company and its subsidiaries test, throughout the duration of the hedge, the effectiveness of their derivatives, as well as the changes in their fair value. The Company and its subsidiaries designate as fair value hedges certain derivative 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.
On September 30, 2015, the notional amount of foreign exchange hedging instruments designated as fair value hedge totaled US$ 440.0 million. As of September 30, 2015, a gain of R$ 260.0 million related to the result of hedging instruments, a gain of R$ 91.0 million related to the fair value adjustment of debt, and a loss of R$ 426.2 million related to the financial expense of the debt were recognized in the income statements, transforming the average effective cost of the operation into 101.9% of CDI (see Note 14.c.1).
On September 30, 2015, the notional amount of exchange rate hedging instruments designated as cash flow hedges totaled US$ 70.4 million and a gain for the nine-month period ended September 30, 2015 of R$ 145.8 million was recognized through the income statement.
On September 30, 2015, the notional amount of exchange rate hedging instruments designated as hedges of net investment in a foreign operation totaled US$ 64.0 million relating to the portion of investments in entities which have functional currency different from the Real. For the nine-month period ended September 30, 2015, a loss of R$ 47.4 million was recorded. The exchange rate on investment and the hedging instrument effects were offset in equity.
On September 30, 2015, the notional amount of interest rate hedging instruments totaled R$ 27.5 million, referring to the principal of the pre-fixed loans in Brazilian Reais. As of September 30, 2015, a gain of R$ 1.9 million related to the result of hedging instruments, a loss of R$ 0.5 million related to the fair value adjustment of debt, and a loss of R$ 24.5 million related to the accrued interest rate of the debt were recognized in the income statement, transforming the average effective cost of the operations into 88.8% of CDI.
76
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Gains (losses) on Hedging Instruments
The following tables summarize the value of gains (losses) recognized, which affected the shareholders equity as of September 30, 2015 and December 31, 2014 and income statement as of September 30, 2015 and 2014 of the Company and its subsidiaries:
R$ million | ||||||||
09/30/2015 | ||||||||
Profit or loss |
Equity | |||||||
a Exchange rate swaps receivable in U.S. dollars (i) (ii) |
(106.9 | ) | 30.6 | |||||
b Exchange rate swaps payable in U.S. dollars (ii) |
(1.1 | ) | (47.4 | ) | ||||
c Interest rate swaps in R$ (iii) |
1.4 | | ||||||
|
|
|
|
|||||
Total |
(106.6 | ) | (16.8 | ) | ||||
|
|
|
|
R$ million | ||||||||
09/30/2014 | 12/31/2014 | |||||||
Profit or loss |
Equity | |||||||
a Exchange rate swaps receivable in U.S. dollars (i) (ii) |
(31.9 | ) | | |||||
b Exchange rate swaps payable in U.S. dollars (ii) |
6.8 | (7.3 | ) | |||||
c Interest rate swaps in R$ (iii) |
11.3 | | ||||||
|
|
|
|
|||||
Total |
(13.8 | ) | (7.3 | ) | ||||
|
|
|
|
The table above: (i) does not consider the effect of exchange rate variation of exchange swaps 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 and (iii) considers the designation effect of interest rate hedging in Brazilian Reais.
77
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Fair Value of Financial Instruments
The fair values and the carrying values of the financial instruments, including currency and interest rate hedging instruments, as of September 30, 2015 and December 31, 2014, are stated below:
09/30/2015 | 12/31/2014 | |||||||||||||||||||||
Category | Note | Carrying value |
Fair value |
Carrying value |
Fair value |
|||||||||||||||||
Financial assets: |
||||||||||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||||
Cash and bank deposits |
Loans and receivables |
4 | 188,440 | 188,440 | 133,296 | 133,296 | ||||||||||||||||
Financial investments in local currency |
Measured at fair value through profit or loss |
4 | 2,013,782 | 2,013,782 | 2,690,638 | 2,690,638 | ||||||||||||||||
Financial investments in foreign currency |
Measured at fair value through profit or loss |
4 | 15,699 | 15,699 | 3,435 | 3,435 | ||||||||||||||||
Financial investments |
||||||||||||||||||||||
Fixed-income securities and funds in local currency |
Available for sale |
4 | 632,739 | 632,739 | 892,065 | 892,065 | ||||||||||||||||
Fixed-income securities and funds in local currency |
Held to maturity |
4 | 10,618 | 10,618 | 10,618 | 10,618 | ||||||||||||||||
Fixed-income securities and funds in foreign currency |
Available for sale |
4 | 842,255 | 842,255 | 505,574 | 505,574 | ||||||||||||||||
Currency and interest rate hedging instruments |
Measured at fair value through profit or loss |
4 | 378,888 | 378,888 | 164,496 | 164,496 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
4,082,421 | 4,082,421 | 4,400,122 | 4,400,122 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Financial liabilities: |
||||||||||||||||||||||
Financing |
Measured at fair value through profit or loss |
14 | 1,641,591 | 1,641,591 | 1,132,644 | 1,132,644 | ||||||||||||||||
Financing |
Measured at amortized cost |
14 | 5,731,787 | 5,641,678 | 4,904,248 | 4,878,005 | ||||||||||||||||
Debentures |
Measured at amortized cost |
14 | 2,267,346 | 2,241,063 | 2,283,852 | 2,281,353 | ||||||||||||||||
Finance leases |
Measured at amortized cost |
14 | 46,445 | 46,445 | 47,044 | 47,044 | ||||||||||||||||
Currency and interest rate hedging instruments |
Measured at fair value through profit or loss |
14 | 53,879 | 53,879 | 7,424 | 7,424 | ||||||||||||||||
Subscription warrants indemnification |
Measured at fair value through profit or loss |
3.a | 133,402 | 133,402 | 92,072 | 92,072 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
9,874,450 | 9,758,058 | 8,467,284 | 8,438,542 | ||||||||||||||||||
|
|
|
|
|
|
|
|
78
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(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 reporting period, 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, therefore, the Company believes their fair value corresponds to their carrying value. |
| The fair value calculation of LPG Inc.s notes in the foreign market (see Note 14.b) is based on the quoted prices in an active market. |
| The subscription warrants indemnification were measured based on the share price of Ultrapar (UGPA3) at the reporting date. |
The fair value of other financial investments and financing 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 September 30, 2015 and December 31, 2014. 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 realizable in the current market.
Financial instruments were classified as loans and receivables or financial 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, (ii) financial investments classified as measured at fair value through profit or loss, (iii) financial investments that are classified as available for sale, which are measured at fair value through other comprehensive income (see Note 4), (iv) loans and financing measured at fair value through profit or loss (see Note 14), (v) guarantees to customers that have vendor arrangements (see Note 14.k), which are measured at fair value through profit or loss, and (vi) subscription warrants indemnification, which are measured at fair value through profit or loss. The financial investments classified as held-to-maturity are measured at amortized cost. Cash, banks, and trade receivables are classified as loans and receivables. Trade payables and other payables are classified as financial liabilities measured at amortized cost.
79
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Fair Value Hierarchy of Financial Instruments
The financial instruments are classified in the following categories:
(a) | Level 1prices negotiated (without adjustment) in active markets for identical assets or liabilities; |
(b) | Level 2inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and |
(c) | Level 3inputs for the asset or liability which are not based on observable market variables (unobservable inputs). |
The table below shows a summary of the financial assets and financial liabilities measured at fair value in the Companys and its subsidiaries as of September 30, 2015 and December 31, 2014:
Category | Note | 09/30/2015 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Financial assets: |
||||||||||||||||||||||
Cash equivalents |
||||||||||||||||||||||
Cash and banks |
Loans and receivables | 4 | 188,440 | 188,440 | | | ||||||||||||||||
Financial investments in local currency |
Measured at fair value through profit or loss |
4 | 2,013,782 | 2,013,782 | | | ||||||||||||||||
Financial investments in foreign currency |
Measured at fair value through profit or loss |
4 | 15,699 | 15,699 | | | ||||||||||||||||
Financial investments |
||||||||||||||||||||||
Fixed-income securities and funds in local currency |
Available for sale | 4 | 632,739 | 632,739 | | | ||||||||||||||||
Fixed-income securities and funds in local currency |
Held to maturity | 4 | 10,618 | 10,618 | | | ||||||||||||||||
Fixed-income securities and funds in foreign currency |
Available for sale | 4 | 842,255 | 678,373 | 163,882 | | ||||||||||||||||
Currency and interest rate hedging instruments |
Measured at fair value through profit or loss |
4 | 378,888 | | 378,888 | | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
4,082,421 | 3,539,651 | 542,770 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Financial liabilities: |
||||||||||||||||||||||
Financing |
Measured at fair value through profit or loss |
14 | 1,641,591 | | 1,641,591 | | ||||||||||||||||
Financing |
Measured at amortized cost |
14 | 5,641,678 | 1,017,776 | 4,623,902 | | ||||||||||||||||
Debentures |
Measured at amortized cost |
14 | 2,241,063 | | 2,241,063 | | ||||||||||||||||
Finance leases |
Measured at amortized cost |
14 | 46,445 | | 46,445 | | ||||||||||||||||
Currency and interest rate hedging instruments |
Measured at fair value through profit or loss |
14 | 53,879 | | 53,879 | | ||||||||||||||||
Subscription warrants indemnification (1) |
Measured at fair value through profit or loss |
3.a | 133,402 | | 133,402 | | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
9,758,058 | 1,017,776 | 8,740,282 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
80
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Category |
Note | 12/31/2014 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Financial assets: |
||||||||||||||||||||||
Cash equivalents |
||||||||||||||||||||||
Cash and banks |
Loans and receivables | 4 | 133,296 | 133,296 | | | ||||||||||||||||
Financial investments in local currency |
Measured at fair value through profit or loss | 4 | 2,690,638 | 2,690,638 | | | ||||||||||||||||
Financial investments in foreign currency |
Measured at fair value through profit or loss | 4 | 3,435 | 3,435 | | | ||||||||||||||||
Financial investments |
||||||||||||||||||||||
Fixed-income securities and funds in local currency |
Available for sale | 4 | 892,065 | 892,065 | | | ||||||||||||||||
Fixed-income securities and funds in local currency |
Held to maturity | 4 | 10,618 | 10,618 | | | ||||||||||||||||
Fixed-income securities and funds in foreign currency |
Available for sale | 4 | 505,574 | 146,782 | 358,792 | | ||||||||||||||||
Currency and interest rate hedging instruments |
Measured at fair value through profit or loss | 4 | 164,496 | | 164,496 | | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
4,400,122 | 3,876,834 | 523,288 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Financial liabilities: |
||||||||||||||||||||||
Financing |
Measured at fair value through profit or loss | 14 | 1,132,644 | | 1,132,644 | | ||||||||||||||||
Financing |
Measured at amortized cost | 14 | 4,878,005 | 707,281 | 4,170,724 | | ||||||||||||||||
Debentures |
Measured at amortized cost | 14 | 2,281,353 | | 2,281,353 | | ||||||||||||||||
Finance leases |
Measured at amortized cost | 14 | 47,044 | | 47,044 | | ||||||||||||||||
Currency and interest rate hedging instruments |
Measured at fair value through profit or loss | 14 | 7,424 | | 7,424 | | ||||||||||||||||
Subscription warrants |
Measured at fair value through profit or loss | 3.a | 92,072 | | 92,072 | | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
8,438,542 | 707,281 | 7,731,261 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
(1) | Refers to subscription warrants issued by the Company in the Extrafarma acquisition that, if exercised, may lead to the issuance of up to 3,205,622 shares in the future, related to subscription warrants indemnification. The subscription warrants are measured using the price of the shares issued by Ultrapar (UGPA3) on the reporting date and are adjusted to the Companys dividend yield, since the exercise is only possible starting in 2020 onwards and are not entitled to dividends. 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. For further information of the Extrafarma acquisition, see Note 3.a) to the financial statements of the Company filed with the CVM on February 25, 2015. |
Sensitivity Analysis
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, as required by CVM Instruction 475/08, 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, management adopted as a likely scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on BM&FBOVESPA as of September 30, 2015. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 5.37 in the likely scenario. Scenarios II and III were estimated with a 25% and 50% additional appreciation or depreciation of the Brazilian Real against the likely scenario, according to the risk to which the hedged item is exposed.
81
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Based on the balances of the hedging instruments and hedged items as of September 30, 2015, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais as of September 30, 2015 were calculated in each of the three 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:
Risk | Scenario I (likely) |
Scenario II | Scenario III | |||||||||||
Currency swaps receivable in U.S. dollars |
||||||||||||||
(1) U.S. Dollar / Real swaps |
Dollar | 497,969 | 1,214,508 | 1,931,046 | ||||||||||
(2) Debts/firm commitments in dollars |
appreciation | (497,958 | ) | (1,214,476 | ) | (1,930,994 | ) | |||||||
|
|
|
|
|
|
|||||||||
(1)+(2) |
Net effect | 11 | 32 | 52 | ||||||||||
|
|
|
|
|
|
|||||||||
Currency swaps payable in U.S. dollars |
||||||||||||||
(3) Real / U.S. Dollar swaps |
Dollar | (4,176 | ) | 70,674 | 145,525 | |||||||||
(4) Gross margin of Oxiteno |
devaluation | 4,176 | (70,674 | ) | (145,525 | ) | ||||||||
|
|
|
|
|
|
|||||||||
(3)+(4) |
Net effect | | | | ||||||||||
|
|
|
|
|
|
For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais, the Company used the futures curve of the DI x Pre contract on BM&FBOVESPA as of September 30, 2015 for each of the swap and debt (hedged item) maturities, to determine the likely scenarios. Scenarios II and III were estimated based on a 25% and 50% deterioration, respectively, of the likely scenario pre-fixed interest rate.
Based on the three scenarios of interest rates 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 rates in Brazilian Reais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The results are shown in the table below:
Risk |
Scenario I (likely) |
Scenario II | Scenario III | |||||||||||
Interest rate swap (in R$) |
||||||||||||||
(1) Fixed rate swapCDI |
Decrease in | | 497 | 1,032 | ||||||||||
(2) Fixed rate financing |
Pre-fixed rate | | (497 | ) | (1,032 | ) | ||||||||
|
|
|
|
|
|
|||||||||
(1)+(2) |
Net effect | | | | ||||||||||
|
|
|
|
|
|
82
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
23 | Provisions, Contingencies and Commitments (Consolidated) |
a. | Provisions for tax, civil, and labor risks |
The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels, and, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by managements. Managements are supported by the opinion of the legal departments of the Company and its outside legal counsel.
The table below demonstrates the breakdown of provisions by nature and its movement:
Provisions |
Balance on 12/31/2014 |
Additions | Write- offs |
Monetary restatement |
Balance on 09/30/2015 |
|||||||||||||||
IRPJ and CSLL (i) |
406,478 | | | 24,563 | 431,041 | |||||||||||||||
PIS and COFINS (ii) |
119,237 | | | 6,645 | 125,882 | |||||||||||||||
ICMS |
20,829 | 1,456 | (1,735 | ) | (298 | ) | 20,252 | |||||||||||||
Social security |
10,483 | 233 | | 596 | 11,312 | |||||||||||||||
Civil litigation (iii) |
58,336 | 563 | (739 | ) | 74 | 58,234 | ||||||||||||||
Labor litigation (iv) |
71,516 | 10,187 | (13,613 | ) | 866 | 68,956 | ||||||||||||||
Other |
562 | 7 | (71 | ) | 13 | 511 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
687,441 | 12,446 | (16,158 | ) | 32,459 | 716,188 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Current |
64,169 | 55,501 | ||||||||||||||||||
Non-current |
623,272 | 660,687 |
Some of the tax provisions above involve escrow deposits in the amount of R$ 536,948 as of September 30, 2015 (R$ 505,650 as of December 31, 2014).
b. | Tax Matters |
Provisions
(i) | On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana Distribuidora de Gás Ltda. (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 Brazilian Federal Revenue Service, 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$ 413,734 as of September 30, 2015 (R$ 388,675 as of December 31, 2014). 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 Company appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts (STJ and STF) whose trials are pending. |
(i) | The subsidiary IPP has a Declaratory Action discussing the constitutionality of Law No. 9316/1996, that denied the deduction of CSLL from the IRPJ tax basis. This claim was denied on 1st and 2nd instances, and the appeal presented to the Supreme Court awaits trial. The subsidiary has provision of R$ 21,503 as of September 30, 2015 (R$ 20,706 as of December 31, 2014) for this discussion. |
83
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
(ii) | The subsidiaries Oxiteno S.A., Oxiteno Nordeste, Cia. Ultragaz, Tequimar, Tropical Transportes Ipiranga Ltda., Empresa Carioca de Produtos Químicos S.A. (EMCA), IPP and Extrafarma filed for a preliminary injunction seeking the deduction of ICMS from their PIS and COFINS tax bases. Oxiteno Nordeste and IPP paid the amounts into escrow deposits, and recognized a corresponding provision in the amount of R$ 97,905 as of September 30, 2015 (R$ 92,457 as of December 31, 2014). |
Contingent Liabilities
The main tax claims of subsidiary IPP and its subsidiaries that are classified as having a possible risk of loss, and that have not been recognized in the interim financial information due to this assessment, are related to ICMS, and mainly, to: (a) the required proportional reversal of ICMS credits recognized on the purchase of ethanol that was later resold at lower prices as a result of PROÁLCOOL, a Federal Government program to encourage alcohol production. The Company has determined the anticipation of financial subsidy by the distributors to the mill owners and their subsequent reimbursement by the DNC (current National Oil Agency) as R$ 117,249 as of September 30, 2015 (R$ 116,480 as of December 31, 2014), (b) alleged undue ICMS credits for which the tax authorities understand that there was no proof of origin for R$ 41,003 as of September 30, 2015 (R$ 36,370 as of December 31, 2014), (c) assessments for alleged non-payment of ICMS totaling R$ 55,029 as of September 30, 2015 (R$ 52,011 as of December 31, 2014), (d) assessment issued in Ourinhos/SP in connection with the return of ethanol loans made with deferred tax, in the amount of R$ 37,071 as of September 30, 2015 (R$ 45,256 as of December 31, 2014), (e) assessments in the State of Rio de Janeiro demanding the reversal of ICMS credits on interstate sales made under Article 33 of ICMS Convention 66/88, which allowed the use of the ICMS credit but was suspended by an injunction granted by STF (the Brazilian Federal Court of Justice), totaling R$ 18,243 as of September 30, 2015 (R$ 17,806 as of December 31, 2014), (f) ICMS credits taken in relation to bills considered invalid, though the understanding of the STJ (the Brazilian High Court of Justice) is that it is possible to take credit, even if there is a defect in the document of the seller, as long as it is confirmed that the transaction occurred, for R$ 30,417 as of September 30, 2015 (R$ 28,811 as of December 31, 2014); (g) assessments arising from surplus or shortage of inventory, generated by differences in temperature or handling of the product, without the corresponding issuance of invoices, as of R$ 72,366 as of September 30, 2015 (R$ 60,412 as of December 31, 2014), (h) infraction relating to ICMS credits due to alleged non-compliance with legal formalities, for R$ 43,043 as of September 30, 2015 (R$ 40,224 as of December 31, 2014) and; (i) assessments arising from ICMS credits related to inputs of ethanol from certain States that had granted tax benefits to producers of alcohol in alleged disagreement with the law, in the amount of R$ 45,909 as of September 30, 2015 (R$ 36,396 as of December 31, 2014); (j) assessments that consider various possible breaches of auxiliary obligations, among them the alleged lack of issuance of invoices, the alleged failure of delivery, or delivery with errors of informative reports to the tax authorities, errors in the filling of DANFEAuxiliary Document Electronic Invoice, among others, totaling R$ 10,474 as of September 30, 2015 (R$ 8,173 as of December 31, 2014); and (k) infraction notice for non-payment of ICMS related to the acquisition of basic lubricating oil, whose remittance was deferred to the time of the subsequent industrialized output relating to interstate transactions (covered by the constitutional non-incidencearticle 155, X, b of the Federal Constitution), totaling R$ 12,269 as of September 30, 2015 (R$ 11,579 as of December 31, 2014).
The subsidiary IPP has 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 non-provisioned amount of this contingency classified as a possible risk of loss, as of September 30, 2015, is R$ 147,022 (R$ 140,566 as of December 31, 2014).
The subsidiary Extrafarma was assessed by the State Treasury of Pará mainly due to an alleged uncollected special anticipated ICMS due on state operations of acquisition of goods. The amount involved of R$ 51,656, was not accrued given that the chances of loss were assessed as possible. This tax assessment is being defended by the former shareholders of Extrafarma and, in the case of a loss, Ultrapar will be indemnified through the subscription warrantsindemnification (see Note 3.a).
84
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Contingent Assets
The Company and its subsidiaries have favorable judgments to pay contributions to PIS and COFINS without the changes introduced by Law 9718/1998 in its original version. The ongoing questioning refers to the levy of these contributions on sources of income other than gross revenue. In 2005, the STF (the Brazilian Supreme Federal Court) decided the question in favor of the taxpayers. Although this has set a favorable precedent, the effect of this decision does not automatically apply to all companies, since they must await the formal decision in their own lawsuits. Certain lawsuits of the Companys subsidiaries are currently pending trial and, in the event all such lawsuits are decided in favor of the subsidiaries, the Company estimates that the total positive effect on income before income and social contribution taxes may reach R$ 36,568, net of attorneys fees.
c. | Civil, Environmental and Regulatory Claims |
Provisions
iii) | The Company and its subsidiaries maintained 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$ 58,234 as of September 30, 2015 (R$ 58,336 as of December 31, 2014). |
Contingent Liabilities
The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE (Brazilian antitrust authority) 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$ 23,104. The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed. Based on the above elements and on the opinion of its legal counsel, the subsidiary did not recognize a provision for this contingency.
As a result of the fire on April 2nd, 2015 at the Santos Terminal of the subsidiary Tequimar, CETESBEnvironmental Company of the State of São Paulo charged a fine of R$ 22,500, due to the environmental and urban impacts allegedly caused by the incident. Tequimar filed before such Environmental Agency its refutation under the first administrative jurisdiction, in which, among other things, it claimed the inapplicability of federal legislation due to the existence of state legislation that not only regulate the issue but also may cause the fine reduction. It also denied the unlawful conduct by Tequimar. The legal department of the Company evaluates the chance of loss of such assessment as possible. For more information see Note 31.
d. | Labor Matters |
Provisions
iv) | The Company and its subsidiaries maintained provisions of R$ 68,956 as of September 30, 2015 (R$ 71,516 as of December 31, 2014) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights. |
85
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Contingent Liabilities
In 1990, the Petrochemical Industry Labor Union (Sindiquĺmica), of which the employees of Oxiteno Nordeste and EMCA, companies located in the Camaçari Petrochemical Complex, are members, filed separate lawsuits against the subsidiaries demanding the compliance with the fourth section of the collective labor agreement, which provided for a salary adjustment in lieu of the salary policies practiced. In the same year, a collective labor dispute was also filed by the Union of Employers (SINPEQ) against Sindiquĺmica, requiring the recognition of the loss of effectiveness of such fourth section. The decisions rendered on the individual claims which were favorable to the subsidiaries Oxiteno Nordeste and EMCA are final and unappealable. The collective labor dispute remains pending trial by STF. In 2010, some companies in the Camaçari Petrochemical Complex signed an agreement with Sindiquĺmica and reported the fact in the collective labor dispute. In October 2015, Sindiquĺmica filed enforcement lawsuits against all Camaçari Petrochemical Complex companies that have not yet made settlements, including Oxiteno Nordeste and EMCA. Based on the opinion of their legal advisors and the favorable outcome in the individuals claims involving the subsidiaries Oxiteno Nordeste and EMCA, the management of such subsidiaries believed that it was not necessary to recognize a provision as of September 30, 2015.
The Company and its subsidiaries have other pending administrative and legal proceedings of tax, civil, environmental, regulatory, and labor nature, which are individually less relevant, and were estimated by their legal counsel as having possible and/or remote risks (proceedings whose chance of loss is 50% or less). A such, the related potential losses were not provided for by the Company and its subsidiaries based on these opinions. The Company and its subsidiaries are also litigating for recovery of taxes and contributions, which were not recognized in the interim financial information due to their contingent nature.
e. | Contracts |
Subsidiary Tequimar has agreements with CODEBA and Complexo Industrial Portuário Governador Eraldo Gueiros, in connection with its port facilities in Aratu and Suape, respectively. Such agreements establish a minimum cargo movement of products, as shown below:
Port |
Minimum movement in tons per year | Maturity | ||||||
Aratu |
100,000 | 2016 | ||||||
Aratu |
900,000 | 2022 | ||||||
Suape |
250,000 | 2027 | ||||||
Suape |
400,000 | 2029 |
If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of September 30, 2015, these rates were R$ 6.99 per ton for Aratu and R$ 2.90 per ton for Suape. The subsidiary has met the minimum cargo movement required since the beginning of the contractual agreements.
86
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Subsidiary Oxiteno Nordeste has a supply agreement with Braskem S.A. which establishes a minimum quarterly consumption level of ethylene and conditions for the supply of ethylene until 2021. The minimum purchase commitment clause provides in 2015 a minimum annual consumption of 190 thousand tons and a maximum of 205 thousand tons and as from 2016 a minimum annual consumption of 205 thousand tons and a maximum of 220 thousand tons. The minimum purchase commitment and the actual demand accumulated to September 30, 2015 and 2014, expressed in tons of ethylene, are shown below. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 40% of the current ethylene price for the quantity not purchased. The subsidiary has met the minimum purchase required in the agreement.
Minimum purchase commitment (*) | Accumulated demand (actual) | |||||||||||||||
09/30/2015 | 09/30/2014 | 09/30/2015 | 09/30/2014 | |||||||||||||
In tons of ethylene |
132,229 | 151,723 | 143,971 | 151,871 | ||||||||||||
|
|
|
|
|
|
|
|
(*) | Adjusted for scheduled shutdowns in Braskem S.A. during the periods. |
Subsidiary Oxiteno S.A. has a supply agreement with Braskem S.A., valid until 2023, which establishes and regulates the conditions for supply of ethylene to Oxiteno based on the international market for this product. The minimum purchase is 22,050 tons of ethylene semiannually. The minimum purchase commitment and the actual demand accumulated to September 30, 2015 and 2014, expressed in tons of ethylene, are shown below. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 30% of the current ethylene price for the quantity not purchased. In agreement with Braskem S.A., in the fisrt semester of 2015 the ethylene volume acquired jointly by Oxiteno S.A and Oxiteno Nordeste was considered for minimum purchase commitment purposes. Thus, the subsidiary met the minimum purchase required in the agreement.
Minimum purchase commitment (*) | Accumulated demand (actual) | |||||||||||||||
09/30/2015 | 09/30/2014 | 09/30/2015 | 09/30/2014 | |||||||||||||
In tons of ethylene |
31,128 | 30,330 | 30,343 | 30,679 | ||||||||||||
|
|
|
|
|
|
|
|
(*) | Adjusted for scheduled shutdowns in Braskem S.A. during the periods. |
87
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
f. | Insurance Coverage in Subsidiaries |
The Company maintains appropriate insurance policies with the objective of covering several risks to which it is exposed, including loss of profits, losses and damage from fire, lightning, explosion of any kind, gale, aircraft crash, electric damage, and other risks, covering the industrial plants and distribution bases and branches of all subsidiaries. The maximum compensation values based on the risk analysis of maximum possible losses of certain locations are shown below:
Maximum compensation value (*) |
||||
Oxiteno |
US$ 1,104 | |||
Ipiranga |
R$769 | |||
Ultracargo |
R$550 | |||
Ultragaz |
R$300 | |||
Extrafarma |
R$100 |
(*) | In millions. As of policy conditions. |
The General Liability Insurance program covers the Company and its subsidiaries with a maximum aggregate coverage of US$ 400 million against losses caused to third parties as a result of accidents related to commercial and industrial operations and/or distribution and sale of products and services.
The Company maintains liability insurance policies for directors and executive officers (D&O) to indemnify the members of the Board of Directors, fiscal council and executive officers of Ultrapar and its subsidiaries (Insured) in the total amount of US$ 50 million, which cover any of the Insured liabilities resulting from wrongful acts, including any act or omission committed or attempted, except if the act, omission or the claim is consequence of gross negligence or willful misconduct.
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 maintained are based on a careful study of risks and losses conducted by independent insurance advisors. The type of insurance is considered by management to be sufficient to cover potential losses based on the nature of the business conducted by the companies.
88
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
g. | Operating Lease Contracts |
Subsidiaries Cia. Ultragaz, Tequimar, Serma, and Oxiteno S.A. have operating lease contracts for the use of IT equipment. These contracts have terms of 36 and 45 months. The subsidiaries have the option to purchase the assets at a price equal to the fair market price on the date of option, and management does not intend to exercise such option. Subsidiaries Cia. Ultragaz and Bahiana have operating lease contracts related to vehicles in their fleet. These contracts have terms of 24 to 60 months and there is no purchase option. The future disbursements (installments), assumed under these contracts, amount approximately to:
Up to 1 year | Between 1 and 5 years |
More than 5 years |
Total | |||||||||||||
September 30, 2015 |
22,448 | 33,613 | | 56,061 |
The subsidiaries IPP, Extrafarma, and Cia. Ultragaz have operating lease contracts related to land and building of service stations, drugstores, and stores, respectively. The future disbursements and receipts (installments), arising from these contracts, amount approximately to:
Up to 1 year | Between 1 and 5 years |
More than 5 years |
Total | |||||||||||||||
September 30, 2015 |
payable | 89,984 | 257,214 | 138,665 | 485,863 | |||||||||||||
receivable | (49,793 | ) | (154,534 | ) | (88,678 | ) | (293,005 | ) |
The expense recognized for the nine-month period ended September 30, 2015 for operating leases was R$ 74,167 (R$ 53,062 for the nine-month period ended September 30, 2014), net of income.
89
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
24 | Employee Benefits and Private Pension Plan (Consolidated) |
a. | ULTRAPREV- Associaçăo de Previdência Complementar |
In February 2001, the Companys Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and each of its subsidiaries. Participating employees have been contributing to this plan, managed by UltraprevAssociaçăo 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 employees 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 0.5% 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 25 years. The sponsoring company does not guarantee the amounts or the duration of the benefits received by each employee that retires. For the nine-month period ended September 30, 2015, the Company and its subsidiaries contributed R$ 16,353 (R$ 14,633 for the nine-month period ended September 30, 2014) to Ultraprev, which is recognized as expense in the income statement. The total number of participating employees as of September 30, 2015 was 8,930 active participants and 162 retired participants. In addition, Ultraprev had 28 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.
b. | Post-employment Benefits |
The Company and its 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 as of December 31, 2014 and are recognized in the interim financial information in accordance with IAS 19 R2011 (CPC 33 R2).
09/30/2015 | 12/31/2014 | |||||||
Health and dental care plan |
30,989 | 28,521 | ||||||
FGTS Penalty |
55,200 | 50,881 | ||||||
Bonus |
27,221 | 25,288 | ||||||
Life insurance |
16,363 | 15,101 | ||||||
|
|
|
|
|||||
Total |
129,773 | 119,791 | ||||||
|
|
|
|
|||||
Current |
8,963 | 11,419 | ||||||
Non-current |
120,810 | 108,372 |
90
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
25 | Revenue from Sale and Services (Consolidated) |
09/30/2015 | 09/30/2014 | |||||||
Gross revenue from sale |
56,373,339 | 50,892,617 | ||||||
Gross revenue from services |
416,918 | 431,077 | ||||||
Sales tax |
(1,457,395 | ) | (1,184,915 | ) | ||||
Discounts and sales returns |
(256,692 | ) | (227,636 | ) | ||||
Deferred revenue (see Note 19) |
(1,003 | ) | 2,884 | |||||
|
|
|
|
|||||
Net revenue from sales and services |
55,075,167 | 49,914,027 | ||||||
|
|
|
|
26 | Expenses by Nature (Consolidated) |
The Company presents its expenses by function in the consolidated income statement and presents below its expenses by nature:
09/30/2015 | 09/30/2014 | |||||||
Raw materials and materials for use and consumption |
49,456,049 | 45,220,128 | ||||||
Personnel expenses |
1,404,009 | 1,182,626 | ||||||
Freight and storage |
827,657 | 748,337 | ||||||
Depreciation and amortization |
731,447 | 651,466 | ||||||
Advertising and marketing |
131,954 | 160,664 | ||||||
Services provided by third parties |
170,923 | 148,058 | ||||||
Lease of real estate and equipment |
104,100 | 86,953 | ||||||
Other expenses |
243,708 | 191,757 | ||||||
|
|
|
|
|||||
Total |
53,069,847 | 48,389,989 | ||||||
|
|
|
|
|||||
Classified as: |
||||||||
Cost of products and services sold |
50,299,900 | 45,972,139 | ||||||
Selling and marketing |
1,834,548 | 1,584,329 | ||||||
General and administrative |
935,399 | 833,521 | ||||||
|
|
|
|
|||||
Total |
53,069,847 | 48,389,989 | ||||||
|
|
|
|
Research and development expenses are recognized in the income statements and amounted to R$ 29,218 for the nine-month period ended September 30, 2015 (R$ 27,462 for the nine-month period ended September 30, 2014).
91
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
27 | Other Operating Income, Net (Consolidated) |
09/30/2015 | 09/30/2014 | |||||||
Commercial partnerships |
27,929 | 23,294 | ||||||
Merchandising |
27,671 | 25,643 | ||||||
Loyalty program |
12,363 | 4,517 | ||||||
Adjustment of working capital and net debt Extrafarma acquisition (see Note 3.a) |
13,784 | | ||||||
Ultracargo fire accident in Santos (see Note 31) |
(85,682 | ) | | |||||
Compensation of undue use of Ultratecno brand |
16,000 | | ||||||
Others |
3,599 | 8,994 | ||||||
|
|
|
|
|||||
Other operating income, net |
15,664 | 62,448 | ||||||
|
|
|
|
28 | Gain on Disposal of Property, Plant and Equipment and Intangibles (Consolidated) |
The gain is determined as the difference between the selling price and residual book value of the investment, property, plant, and equipment, or intangible asset disposed of. For the nine-month period ended September 30, 2015, the gain was R$ 29,231 (gain of R$ 15,194 for the nine-month period ended September 30, 2014), represented primarily from disposal of property, plant, and equipment.
29 | Financial Income (Expense) |
Parent | Consolidated | |||||||||||||||
09/30/2015 | 09/30/2014 | 09/30/2015 | 09/30/2014 | |||||||||||||
Financial income: |
||||||||||||||||
Interest on financial investments |
135,670 | 95,477 | 247,370 | 213,842 | ||||||||||||
Interest from customers |
| | 59,190 | 47,113 | ||||||||||||
Other financial income |
7 | 4 | 2,907 | 3,041 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
135,677 | 95,481 | 309,467 | 263,996 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Financial expenses: |
||||||||||||||||
Interest on loans |
(4 | ) | | (466,254 | ) | (379,516 | ) | |||||||||
Interest on debentures |
(84,130 | ) | (71,070 | ) | (226,434 | ) | (186,075 | ) | ||||||||
Interest on finance leases |
| | (3,384 | ) | (5,209 | ) | ||||||||||
Bank charges, financial transactions tax, and other charges |
296 | 2,474 | (29,452 | ) | (14,992 | ) | ||||||||||
Exchange variation, net of gains and losses with derivative instruments |
| | (74,009 | ) | 891 | |||||||||||
Changes in subscription warrantyindemnification (see Note 3.a) |
(41,939 | ) | 1,383 | (41,939 | ) | 1,383 | ||||||||||
Monetary restatement of provisions, net, and other financial expenses |
(15 | ) | (13 | ) | (9,540 | ) | (1,221 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
(125,792 | ) | (67,226 | ) | (851,012 | ) | (584,739 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Financial income (expense) |
9,885 | 28,255 | (541,545 | ) | (320,743 | ) | ||||||||||
|
|
|
|
|
|
|
|
92
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
30 | Earnings per Share (Parent and Consolidated) |
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has subscription warrantsindemnification and a deferred stock plan, as mentioned in Notes 3.a) and 8.c), respectively.
Basic Earnings per Share |
09/30/2015 | 09/30/2014 | ||||||
Net income for the period of the Company |
1,009,316 | 872,169 | ||||||
|
|
|
|
|||||
Weighted average shares outstanding (in thousands) |
544,523 | 545,255 | ||||||
Basic earnings per share R$ |
1.8536 | 1.5996 | ||||||
|
|
|
|
Diluted Earnings per Share |
09/30/2015 | 09/30/2014 | ||||||
Net income for the period of the Company |
1,009,316 | 872,169 | ||||||
|
|
|
|
|||||
Weighted average shares outstanding (in thousands), including deferred stock plan and subscription warrantsindemnification |
548,901 | 549,430 | ||||||
Diluted earnings per share R$ |
1.8388 | 1.5874 | ||||||
|
|
|
|
Weighted Average Shares Outstanding (in thousands) |
09/30/2015 | 09/30/2014 | ||||||
Weighted average shares outstanding for basic per share calculation: |
544,523 | 545,255 | ||||||
Dilution effect |
||||||||
Subscription warrantsindemnification |
2,178 | 2,091 | ||||||
Deferred Stock Plan |
2,200 | 2,084 | ||||||
|
|
|
|
|||||
Weighted average shares outstanding for diluted per share calculation: |
548,901 | 549,430 | ||||||
|
|
|
|
93
Ultrapar Participações S.A. and Subsidiaries
Notes to the Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
31 | Ultracargo Fire accident in Santos |
On April 2, 2015, part of the storage facilities operated by Ultracargo in Santos, in the State of São Paulo, endured a nine-day fire that spread to six ethanol and gasoline tanks. The six tanks represented 4% of Ultracargos overall capacity in Brazil as of December 31, 2014. There were no casualties and the cause of such accident and its impacts are still being investigated, including the extent of operational losses, damage to assets, potential environmental and other liabilities and reputational harm. The Company maintains insurance policies to cover certain risks to which the subsidiaries are exposed (see Note 23.f).
On April 9, 2015, the Santos municipal government suspended Ultracargos activities in that city. Ultracargos operations in Santos comprise two separate areas. On April 27, 2015, the authorization granted by the municipal government to Ultracargo to resume operations in the area not affected by the accident was published in the Santos Official Gazette (Diário Oficial de Santos). The still suspended operations correspond to 185 thousand cubic meters capacity, or 22.5% of Ultracargos overall capacity in Brazil.
Experts of the Criminalistics Institute are still working on the investigation to discover the causes of the incident. Ultracargo was granted with the required authorizations to perform the first stage of the decommissioning plan of the area, which consists of the removal, transfer and disposal of the products and waste. This stage will be followed by the execution of the second stage of the work, which consists of the removal of the equipment and the structures of the terminal affected by the fire, in order to resume the operations in the remaining unavailable area. The first stage was initiated in July and is still in progress.
94
ULTRAPAR PARTICIPAÇÕES S.A.
MD&AANALYSIS OF CONSOLIDATED EARNINGS
Third Quarter 2015
(1) | Selected financial information: |
(R$ million) |
3Q15 | 3Q14 | 2Q15 | Variation 3Q15 X 3Q14 |
Variation 3Q15 X 2Q15 |
9M15 | 9M14 | Variation 9M15 X 9M14 |
||||||||||||||||||||||||
Net revenue from sales and services |
19,160.8 | 17,299.9 | 18,510.7 | 11 | % | 4 | % | 55,075.2 | 49,914.0 | 10 | % | |||||||||||||||||||||
Cost of products and services sold |
(17,510.3 | ) | (15,929.9 | ) | (16,968.0 | ) | 10 | % | 3 | % | (50,299.9 | ) | (45,972.1 | ) | 9 | % | ||||||||||||||||
Gross profit |
1,650.5 | 1,370.0 | 1,542.7 | 20 | % | 7 | % | 4,775.3 | 3,941.9 | 21 | % | |||||||||||||||||||||
Selling, marketing, general and administrative expenses |
(974.5 | ) | (825.6 | ) | (923.2 | ) | 18 | % | 6 | % | (2,769.9 | ) | (2,417.8 | ) | 15 | % | ||||||||||||||||
Other operating income, net |
15.4 | 20.9 | (21.2 | ) | -26 | % | -173 | % | 15.7 | 62.4 | -75 | % | ||||||||||||||||||||
Gain on disposal of property, plant and equipment and intangibles |
4.6 | 8.5 | 2.4 | -46 | % | 94 | % | 29.2 | 15.2 | 92 | % | |||||||||||||||||||||
Operating income |
696.0 | 573.9 | 600.6 | 21 | % | 16 | % | 2,050.2 | 1,601.7 | 28 | % | |||||||||||||||||||||
Financial expenses, net |
(233.1 | ) | (107.4 | ) | (127.2 | ) | 117 | % | 83 | % | (541.5 | ) | (320.7 | ) | 69 | % | ||||||||||||||||
Share of profit of joint ventures and associates |
(5.8 | ) | (5.2 | ) | 3.4 | 11 | % | -267 | % | (5.2 | ) | (10.8 | ) | -52 | % | |||||||||||||||||
Income before income and social contribution taxes |
457.1 | 461.3 | 476.9 | -1 | % | -4 | % | 1,503.4 | 1,270.1 | 18 | % | |||||||||||||||||||||
Income and social contribution taxes current and deferred |
(180.2 | ) | (147.0 | ) | (167.5 | ) | 23 | % | 8 | % | (546.2 | ) | (438.1 | ) | 25 | % | ||||||||||||||||
Income and social contribution taxes tax incentives |
21.7 | 14.5 | 21.7 | 50 | % | 0 | % | 59.0 | 47.4 | 24 | % | |||||||||||||||||||||
Net income |
298.5 | 328.8 | 331.1 | -9 | % | -10 | % | 1,016.2 | 879.5 | 16 | % | |||||||||||||||||||||
Net income attributable to Ultrapar |
295.9 | 326.2 | 328.6 | -9 | % | -10 | % | 1,009.3 | 872.2 | 16 | % | |||||||||||||||||||||
Net income attributable to non-controlling interests in subsidiaries |
2.7 | 2.6 | 2.5 | 2 | % | 6 | % | 6.9 | 7.3 | -5 | % | |||||||||||||||||||||
EBITDA (*) |
944.1 | 789.5 | 845.8 | 20 | % | 12 | % | 2,776.4 | 2,242.3 | 24 | % | |||||||||||||||||||||
Volume LPG sales thousand tons |
450.7 | 461.0 | 430.1 | -2 | % | 5 | % | 1,284.0 | 1,281.4 | 0 | % | |||||||||||||||||||||
Volume Fuels sales thousand of cubic meters |
6,574.1 | 6,538.8 | 6,432.7 | 1 | % | 2 | % | 19,136.7 | 18,898.5 | 1 | % | |||||||||||||||||||||
Volume Chemicals sales thousand tons |
190.8 | 204.5 | 192.6 | -7 | % | -1 | % | 558.5 | 585.7 | -5 | % |
(*) For further information on EBITDA, see note (1) on page 104.
95
Considerations on the financial and operational information
Standards and criteria adopted in preparing the information
The financial information presented in this document has been prepared according to International Financial Reporting Standards (IFRS). The financial information of Ultrapar corresponds to the companys consolidated information. The information of Ipiranga, Oxiteno, Ultragaz, Ultracargo and Extrafarma is reported without elimination of intercompany transactions. Therefore, the sum of such information may not correspond to the consolidated information of Ultrapar. In addition, the financial and operational information presented in this document is subject to rounding off and, consequently, the total amounts presented in the tables and charts may differ from the direct sum of the amounts that precede them.
In September 2013, Ultrapar entered into an association agreement with Extrafarma. The transaction was closed on January 31, 2014 upon the approval of the association by the Extraordinary General Meetings of Ultrapar and Extrafarma. Extrafarmas results were consolidated in Ultrapars financial statements as from February 1, 2014. Consequently, Ultrapars financial statements for the periods prior to February 1, 2014 do not include Extrafarmas results and its operational data included in this release refer, for the first nine months of 2014, exclusively to the months from February to September 2014. As a consequence of the closing of the transaction, 12,021,100 new common, nominative book-entry shares with no par value of Ultrapar were issued, which corresponded to R$ 141.9 million of capital increase and R$ 498.8 million of increase in capital reserve, totaling an increase in equity of R$ 640.7 million. In addition, Ultrapar issued subscription warrants that, if exercised, would lead to the issuance of up to 4,007,031 shares in the future, broken down into 801,409 shares related to subscription warrants working capital and 3,205,622 shares related to subscription warrants indemnification. On June 30, 2014, in a preliminary assessment of the working capital and indebtedness adjustments the company identified that the subscription warrants working capital shall not be exercised by the former shareholders of Extrafarma. Accordingly, the company reversed full provision for the issuance of 801,409 shares related to subscription warrants working capital, which corresponded to R$ 42.1 million. On June 22, 2015, the agreement related to the final adjustment of working capital and net debt of the transaction was executed by and between the parties in the amount of R$ 26.0 million. Ultrapar recognized in 2Q15 income statement, under Other operating results, an income amounting R$ 13.8 million related to the difference between the final working capital and net debt adjustment and the amount of R$ 12.2 million recognized under other accounts receivable on December 31, 2014. Ultrapar received the amount of R$ 26.0 million in 3Q15. The number of shares of subscription warrantsindemnification may be exercised from 2020 and it is adjusted according to the variations of provisions for tax, civil and labor risks, and contingent liabilities related to the period beginning before January 31, 2014. The value of the association was R$ 719.9 million. For further information, see Note 3a and Note 22 to the Financial Statements for the year ended December 31, 2014.
96
(2) | Performance Analysis: |
Ultrapar
Net revenue from sales and services: In 3Q15, Ultrapars consolidated net sales and services increased by 11% compared to 3Q14, reaching R$ 19,161 million, due to the revenues growth in Ipiranga, Oxiteno, Ultragaz and Extrafarma. Compared with 2Q15, net sales and services increased by 4%, mainly due to the seasonality between periods. During 9M15, Ultrapars net sales and services increased by 10% compared with 9M14, totaling R$ 55,075 million.
Cost of products sold and services provided: In 3Q15, Ultrapars cost of products sold and services provided increased by 10% compared to 3Q14, totaling R$ 17,510 million, due to the increased cost of products sold and services provided in all business units. Compared to 2Q15, Ultrapars cost of products sold and services provided increased by 3% due to the increased cost of products sold and services provided in Ipiranga, Oxiteno, Ultragaz and Ultracargo, remaining stable in Extrafarma. During 9M15, Ultrapars cost of products sold and services provided increased by 9% compared to 9M14, totaling R$ 50,300 million.
Gross profit: Ultrapars gross profit amounted to R$ 1,650 million in 3Q15, up 20% from 3Q14, as a consequence of the growth in the gross profit in Ipiranga, Oxiteno, Ultragaz and Extrafarma. Compared to 2Q15, Ultrapars gross profit increased by 7% in all business units, except for Ultracargo, due to the partial interruption of the Santos terminal. During 9M15, Ultrapars gross profit of totaled R$ 4,775 million, up 21% from 9M14.
Selling, marketing, general and administrative expenses: Ultrapars selling, marketing, general and administrative expenses totaled R$ 975 million in 3Q15, an increase of 18% from 3Q14, due to the effects of inflation, the expansion of Ipirangas distribution network, higher expenses with variable compensation, in line with the earnings progression in Oxiteno and Ultragaz and the addition of expenses for the structuring for a more accelerated growth of Extrafarma, including the beginning of the operation of the new distribution center of Ceará. Compared to 2Q15, Ultrapars selling, marketing, general and administrative expenses increased by 6%. During 9M15, Ultrapars selling, marketing, general and administrative expenses totaled R$ 2,770 million, up 15% from 9M14.
Other operating results, net: In 2Q15, Other operating results, net amounted to a net income of R$ 15 million compared to a net income of R$ 21 million in 3Q14 and a net expense of R$ 21 million in 2Q15, mainly due to expenses related to the fire accident at Ultracargo terminal in Santos, with an impact of R$ 10 million in 3Q15 and R$ 75 million in 2Q15, partially offset by higher revenues resulting from the strategy of constant innovation in services and convenience in Ipiranga. During 9M15, Other operating results, net totaled a net income of R$ 16 million, compared to net income of R$ 62 million in 9M14, due to the same factors mentioned in the comparisons above.
Depreciation and amortization: Total depreciation and amortization costs and expenses in 3Q15 amounted to R$ 254 million, a 15% increase over 3Q14, as a result of investments made during the last 12 months, specially in the strategy of constant innovation in services and convenience in Ipirangas service stations, generating greater customer satisfaction and loyalty. Compared with 2Q15, total depreciation and amortization costs and expenses increased by 5%. During 9M15, Ultrapars total depreciation and amortization costs and expenses amounted to R$ 731 million, up 12% over 9M14.
Operating income: Ultrapars operating income amounted to R$ 696 million in 3Q15, up 21% from 3Q14, as a result of the increase in the operating income of Ipiranga, Oxiteno and Ultragaz. Compared to 2Q15, Ultrapars operating income increased by 16%, as a result of the increase in the operating income of Ipiranga, Oxiteno and Ultragaz. In 9M15, Ultrapars operating income totaled R$ 2,050 million, up 28% from 9M14.
Financial result: Ultrapars net debt at the end of September 2015 was R$ 5.7 billion, consistent with our leverage levels (1.5 times LTM EBITDA), compared to R$ 4.4 billion in September 2014 (1.4 times LTM EBITDA). Ultrapar reported net financial expenses of R$ 233 million in 3Q15, a R$ 126 million increase compared to 3Q14, mainly due to (i) higher interest rates, (ii) higher net debt, (iii) the effects of exchange rate fluctuations in the period and (iv) PIS/COFINS contributions on financial revenue. As compared to 2Q15, net financial expenses increased R$ 106 million, mainly due to the same factors mentioned in the comparison with 3Q14. During 9M15, Ultrapar reported net financial expenses of R$ 542 million, R$ 221 million higher than that during 9M14.
97
Income and social contribution taxes / Tax incentives: Ultrapar reported in 3Q15 income tax and social contribution expenses, net of benefit of tax holidays, of R$ 159 million, compared with expenses of R$ 133 million in 3Q14, an increase of 20%, mainly due to non-deductible financial expenses from international units. Compared to 2Q15, Ultrapar presented an increase of 9%, substantially due to the same factor mentioned in the comparison with 3Q14. In 9M15, Ultrapar reported income tax and social contribution expenses, net of benefit of tax holidays of R$ 487 million, R$ 97 million up from 9M14.
Net income: In 3Q15, net earnings totaled R$ 299 million, a 9% decrease compared to 3Q14, mainly due to the impact of financial results between periods. Compared with 2Q15, net earnings decreased by 10%. During 9M15, Ultrapar reported net earnings of R$ 1,016 million, up 16% over 9M14.
EBITDA: Throgh a period of worsening of the Brazilian macroeconomic scenario, following the trend observed since the beginning of the year, Ultrapars consolidated EBITDA totaled R$ 944 million in 3Q15, a 20% increase compared to 3Q14 as a result of the EBITDA growth in all business units, except in Ultracargo, which was affected by the partial interruption of the Santos terminal. Compared to 2Q15, Ultrapar reported a 12% in EBITDA. During 9M15, EBITDA amounted to R$ 2,776 million, up 24% over 9M14.
R$ million |
3Q15 | 3Q14 | 2Q15 | Variation 3Q15 X 3Q14 |
Variation 3Q15 X 2Q15 |
9M15 | 9M14 | Variation 9M15 X 9M14 |
||||||||||||||||||||||||
Ultrapar |
944.1 | 789.5 | 845.8 | 20 | % | 12 | % | 2,776.4 | 2,242.3 | 24 | % | |||||||||||||||||||||
Ipiranga |
610.4 | 556.7 | 575.7 | 10 | % | 6 | % | 1,900.6 | 1,576.5 | 21 | % | |||||||||||||||||||||
Oxiteno |
212.1 | 98.7 | 203.0 | 115 | % | 4 | % | 559.7 | 305.9 | 83 | % | |||||||||||||||||||||
Ultragaz |
103.3 | 89.4 | 72.8 | 16 | % | 42 | % | 248.4 | 223.8 | 11 | % | |||||||||||||||||||||
Ultracargo |
14.5 | 44.5 | (48.8 | ) | -67 | % | -130 | % | 13.4 | 129.1 | -90 | % | ||||||||||||||||||||
Extrafarma |
5.9 | 1.6 | 8.9 | 266 | % | -34 | % | 20.0 | 26.5 | -24 | % |
(1) | The EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) presented in this document represents the net income before (i) income and social contribution taxes, (ii) net financial expense (income) and (iii) depreciation and amortization, in accordance with ICVM 527/12. The purpose of including EBITDA information is to provide a measure used by the management for internal assessment of our operating results, and because a portion of our employee profit sharing plan is linked directly or indirectly to EBITDA performance. It is also a financial indicator widely used by investors and analysts to measure our ability to generate cash from operations and our operating performance. We also calculate EBITDA in connection with covenants related to some of our financing, as described in Note 14 to our consolidated financial statements. We believe EBITDA allows a better understanding not only of our financial performance but also of our capacity of meeting the payment of interest and principal from our debt and of obtaining resources for our investments and working capital. Our definition of EBITDA may differ from, and, therefore, may not be comparable with similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because EBITDA excludes net financial expense (income), income and social contribution taxes and depreciation and amortization, it provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or changes in income and social contribution taxes, depreciation and amortization. EBITDA is not a measure of financial performance under accounting practices adopted in Brazil or IFRS, and it should not be considered in isolation, or as a substitute for net income, as a measure of operating performance, as a substitute for cash flows from operations or as a measure of liquidity. EBITDA has material limitations that impair its value as a measure of a companys overall profitability since it does not address certain ongoing costs of our business that could significantly affect profitability such as financial expense (income), income and social contribution taxes and depreciation and amortization. |
98
The reconciliation of EBITDA to the net income of the period is presented below:
R$ million |
3Q15 | 3Q14 | 2Q15 | 9M15 | 9M14 | |||||||||||||||
Net income |
298.5 | 328.8 | 331.1 | 1,016.2 | 879.5 | |||||||||||||||
(+) Income tax and social contribution |
158.5 | 132.5 | 145.8 | 487.2 | 390.7 | |||||||||||||||
(+) Net financial expenses |
233.1 | 107.4 | 127.2 | 541.5 | 320.7 | |||||||||||||||
(+) Depreciation and amortization |
253.9 | 220.8 | 241.7 | 731.4 | 651.5 | |||||||||||||||
EBITDA |
944.1 | 789.5 | 845.8 | 2,776.4 | 2,242.3 |
The performance analysis for each segment is presented below:
Ipiranga
Operational performance: Ipirangas sales volume totaled 6,574 thousand cubic meters in 3Q15, 1% above 3Q14 volume. Sales volume of fuels for light vehicles (Otto cycle) increased by 3%, driven by the growth in the vehicle fleet, investments made in Ipirangas network expansion and the 54% increase in ethanol sales. The volume of diesel decreased by 2% as compared to 3Q14 due to the weak performance of the economy. Compared to 2Q15, sales volume increased by 2%, mainly due to seasonality between periods. During 9M15, Ipiranga accumulated sales volume of 19,137 thousand cubic meters, up 1% over 9M14.
Net revenue from sales and services: Ipirangas net sales and services reached R$ 16,409 million in 3Q15, up 10% over 3Q14, mainly as a result of (i) the rise in gasoline and diesel costs in the refinery in November 2014 and February 2015, (ii) increased sales volume and (iii) the strategy of constant innovation in services and convenience in the service station, generating greater customer satisfaction and loyalty. Compared with 2Q15, net sales and services increased by 3%, as a result of seasonally higher volume. During 9M15, net sales and services amounted to R$ 47,503 million, up 10% over 9M14.
Cost of products sold: Ipirangas cost of goods sold totaled R$ 15,457 million in 3Q15, up 10% compared to 3Q14, mainly due to the rise in gasoline and diesel costs in the refinery in November 2014 and February 2015 and sales volume growth. As compared to 2Q15, the cost of goods sold increased by 3% due to seasonally higher volume. During 9M15, cost of goods sold totaled R$ 44,627 million, up 9% over 9M14.
Selling, marketing, general and administrative expenses: Ipiranga´s sales, general and administrative expenses amounted to R$ 525 million in 3Q15, a 13% increase over 3Q14, mainly resulting from (i) higher freight expenses due to the sales volume growth and the rise in diesel costs, (ii) the expansion of the distribution network, (iii) higher expenses with studies and projects and (iv) the effects of inflation on expenses. Compared with 2Q15, sales, general and administrative expenses increased by 5% due to the higher sales volume and higher expenses with studies and projects, partially offset by lower civil contingencies. During 9M15, sales, general and administrative expenses totaled R$ 1,523 million, up 8% over 9M14.
EBITDA: Ipiranga reported EBITDA of R$ 610 million in 3Q15, an increase of 10% compared to 3Q14, mainly due to increased sales volume in Otto cycle, boosted by investments in network expansion, and the strategy of constant innovation in services and convenience in the service station, generating greater customer satisfaction and loyalty. Compared with 2Q15, EBITDA increased by 6%, mainly due to the seasonality between periods. During 9M15, EBITDA totaled R$ 1,901 million, up 21% over 9M14.
Oxiteno
Operational performance: Oxitenos sales volume in 3Q15 totaled 191 thousand tons, down 7% (14 thousand tons) compared to 3Q14. Total commodity sales decreased by 7% (2 thousand tons) due to volatility in prices and in demand. Specialty chemicals sales also decreased by 7% (12 thousand tons) compared to 3Q14, a result of the Brazilian economy downturn and the decision to discontinue a line of products for the leather market. Compared to 2Q15, sales volume decreased by 1% (2 thousand tons), with a 4% growth in sales of specialty chemicals. Sales volume during 9M15 totaled 559 thousand tons, down 5% from 9M14.
99
Net revenue from sales and services: Oxitenos net sales and services totaled R$ 1,132 million in 3Q15, a 30% increase over 3Q14, due to a 56% weaker Real against the US dollar, partially offset by lower sales volume and the decrease in the prices of its main raw materials. Compared with 2Q15, net sales and services increased by 12%, mainly due to the 15% weaker Real against the US dollar, partially offset by lower sales volume of commodities. During 9M15, accumulated net sales and services totaled R$ 2,996 million, up 19% over 9M14.
Cost of products sold: Oxitenos cost of goods sold in 3Q15 amounted to R$ 775 million, a 14% increase compared to 3Q14, mainly due a 56% weaker Real against the US dollar and increased costs of utilities, partially offset by lower sales volume and variations of costs of raw materials, correlated to international oil prices. As compared to 2Q15, cost of products sold increased by 13% due to the 15% weaker Real against the US dollar. During 9M15, cost of goods sold totaled R$ 2,061 million, up 6% over 9M14.
Selling, marketing, general and administrative expenses: Oxitenos sales, general and administrative expenses amounted to R$ 183 million in 3Q15, a 44% increase over 3Q14, mainly resulting from (i) higher expenses with variable compensation, in line with the earnings progression, (ii) the effects of the weaker Real on logistics and international units expenses, (iii) higher expenses with studies and projects and (iv) the effects of inflation. As compared to 2Q15, sales, general and administrative expenses increased by 13% due to higher expenses with logistics and studies and projects. During 9M15, sales, general and administrative expenses totaled R$ 486 million, up 30% over 9M14.
EBITDA: Oxiteno reported EBITDA of R$ 212 million in 3Q15, 115% increase over 3Q14, equivalent to US$ 313/ton, mainly due to the effect of the weaker Real against the US dollar, partially offset by lower sales volume. As compared to 2Q15, EBITDA increased by 4%, mainly due to the same factors mentioned in the comparison with 3Q14. During 9M15, EBITDA totaled R$ 560 million, up 83% over 9M14.
Ultragaz
Operational performance: In 3Q15, Ultragazs sales volume reached 451 thousand tons, 2% decrease compared to 3Q14, mainly as a result of the economic downturn in the bulk segment, partially offset by commercial initiatives of new resellers. Compared with 2Q15, sales volume increased by 5%, mainly derived from the seasonality between periods. During 9M15, Ultragaz accumulated sales volume of 1,284 thousand tons, remaining at the same levels observed during 9M14.
Net revenue from sales and services: Ultragazs net sales and services was R$ 1,213 million in 3Q15, an 11% increase over 3Q14, mainly due to the implementation of commercial initiatives in segments with higher demand, such as condominiums, and due to the increase in the cost of LPG for use in the bulk segment by Petrobras in December 2014 and in September 2015 and for bottled segment in September 2015. As compared to 2Q15, net sales and services increased by 8%, mainly due to the increase in the cost of LPG for use in the bottled and bulk segments by Petrobras in September 2015. During 9M15, net sales and services amounted to R$ 3,373 million, up 11% over 9M14.
Cost of products sold: Ultragazs cost of goods sold totaled R$ 1,017 million in 3Q15, a 10% increase compared to 3Q14, mainly due to the increase in the cost of LPG for use in the bottled and bulk segments by Petrobras and the effects of inflation on personnel expenses. Compared with 2Q15, the cost of goods sold increased by 7%, mainly due to seasonally higher volume and the increase in the cost of LPG for use in the bottled and bulk segments by Petrobras in September 2015. During 9M15, cost of goods sold totaled R$ 2,853 million, up 10% over 9M14.
Selling, marketing, general and administrative expenses: Ultragazs sales, general and administrative expenses totaled R$ 133 million in 3Q15, up 17% over 3Q14, mainly due to higher expenses with variable compensation and the effects of the inflation on expenses. As compared to 2Q15, sales, general and administrative expenses increased by 2% mainly due to the same factors mentioned in the comparison with 3Q14, partially offset by lower advertising and marketing expenses resulting from Ultragaz brand relaunch campaign in 2Q15. During 9M15, sales, general and administrative expenses totaled R$ 380 million, up 16% over 9M14.
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EBITDA: In 3Q15, Ultragazs EBITDA reached R$ 103 million, a 16% increase compared to 3Q14, mainly due to the commercial initiatives of new resellers in the bottled segment and increase in the cost of LPG by Petrobras, partially offset by the effects of economic downturn in the bulk segment. As compared to 2Q15, EBITDA grew by 42%, mainly due to seasonally higher volume and lower advertising and marketing expenses. During 9M15, EBITDA totaled R$ 248 million, up 11% over 9M14.
Ultracargo
Operational performance: Ultracargos average storage presented a 13% reduction from 3Q14, as a result of the partial interruption of the Santos terminal due to the fire accident occurred in the beginning of April, partially offset by the increased handling of fuels by the distributors. Compared to 2Q15, average storage increased by 4%, due to the gradual recovery of Santos, where activities were fully interrupted in April. Excluding Santos, Ultracargos other terminals reported a stable average storage in 3Q15 compared to the same period of the previous year and a 2% decrease compared to 2Q15, mainly due to the lower handling of chemicals. During 9M15, Ultracargos average storage decreased by 8% compared to 9M14.
Net revenue from sales and services: Ultracargos net sales and services totaled R$ 77 million in 3Q15, a 14% decrease compared to 3Q14, mainly due to the lower handling, resulting from the partial interruption of the Santos terminal as a result of the fire accident. As compared to 2Q15, net sales and services increased by 5%, mainly due to the gradual recovery of handling in Santos, where activities were fully interrupted in April. Excluding the operations in Santos, Ultracargos other terminals reported a 2% increase in net sales and services in 3Q15 compared to 3Q14 and a 1% decrease compared to 2Q15. During 9M15, net sales and services amounted to R$ 243 million, down 8% from 9M14.
Cost of services provided: Ultracargos cost of services provided in 3Q15 amounted to R$ 39 million, a 9% increase compared to 3Q14, mainly due to higher personnel costs. As compared to 2Q15, cost of services provided increased by 11%, mainly due to higher costs with port tariffs and concentration of maintenance costs. During 9M15, Ultracargos cost of services provided totaled R$ 109 million, up 3% over 9M14.
Selling, marketing, general and administrative expenses: Ultracargos sales, general and administrative expenses totaled R$ 24 million in 3Q15, a 2% increase compared to 3Q14, mainly due to the effects of inflation on expenses, partially offset by the end of the amortization of an intangible asset recorded in connection with the acquisition of the Itaqui terminal, in Maranhão. Compared with 2Q15, sales, general and administrative expenses increased by 1%. During 9M15, sales, general and administrative expenses totaled R$ 69 million, down 2% over 9M14.
Other operating results: In 3Q15, Other operating results line totaled net expenses of R$ 10 million compared to net expenses of R$ 2 million in 3Q14 and net expenses of R$ 74 million in 2Q15, mainly due to expenses related to the fire accident occurred in Santos.
EBITDA: Ultracargos EBITDA totaled R$ 14 million in 3Q15, a 67% decrease compared to 3Q14, mainly due to the lower handling, as a result of the partial stoppage of the Santos terminal and expenses related to the fire accident. Excluding the operations in Santos, Ultracargos other terminals reported an EBITDA of R$ 25 million, a 6% and 5% decrease compared to 3Q14 and 2Q15, respectively, mainly due to lower handling of chemicals and higher maintenance costs. During 9M15, Ultracargo reported EBITDA of R$ 13 million, mainly due to the impacts caused by the accident in Santos occurred in the beginning of April.
Extrafarma
As highlighted in Considerations on the financial and operational information, unless otherwise indicated, Extrafarma information for 9M14 refers to the months of February to September.
Operational performance: Extrafarma ended 3Q15 with 244 drugstores in the North and Northeast regions of Brazil, an increase of 34 drugstores (16%) compared to the end of 3Q14. By the end of 3Q15, 17% of the drugstores were under 1 year of operation, compared to 15% in 3Q14. There was an increase of 10 drugstores (13 openings and 3 closings) compared to 2Q15.
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Gross revenues: Extrafarmas gross revenues totaled R$ 362 million in 3Q15, an 11% increase compared to 3Q14, mainly due to the increase in gross revenues in the retail segment resulting from the higher average number of drugstores and the 5% increase in same store sales, due to the maturation of drugstores and the annual adjustment in the prices of medicines, set by the Chamber for the Regulation of the Medical Pharmaceuticals Market (CMED), partially offset by lower sales of mobile phones. As compared to 2Q15, Extrafarmas gross revenues increased by 1%, influenced mainly by the higher average number of drugstores in the retail segment. During 9M15, Extrafarmas gross revenues totaled R$ 1,058 million, up 28% over 9M14.
Cost of products sold and gross profit: Extrafarmas cost of goods sold totaled R$ 234 million in 3Q15, up 9% over 3Q14, mainly as a result of increased sales and the annual adjustment in the prices of medicines, set by CMED in 2Q15. In 3Q15, Extrafarmas gross profit reached R$ 107 million, up 14% over 3Q14, mainly due to the growth in gross revenues in the retail segment. Compared with 2Q15, the cost of goods sold remained stable, while gross profit increased by 1%, mainly as a result of the concentration of trade promotion incentives in 3Q15. During 9M15, the cost of products sold and gross profit totaled R$ 689 million and R$ 309 million, both with a 27% increase as compared to 9M14.
Selling, marketing, general and administrative expenses: Extrafarmas sales, general and administrative expenses totaled R$ 107 million in 3Q15, a 12% increase compared to 3Q14, mainly due to (i) the 16% growth in the number of drugstores, (ii) the effects of inflation on personnel expenses, (iii) the inclusion of expenses for the structuring for a more accelerated growth, (iv) the beginning of the operation of the new distribution center of Ceará, partially offset by lower integration expenses. As compared to 2Q15, sales, general and administrative expenses increased by 4% due to higher personnel expenses, resulting from annual collective wage agreement and the opening of new drugstores. During 9M15, sales, general and administrative expenses totaled R$ 307 million, up 36% over 9M14.
EBITDA: In 3Q15, Extrafarmas EBITDA totaled R$ 6 million, an increase of R$ 4 million compared to 3Q14, mainly due to the increase in gross revenues and lower expenses with integration. Compared with 2Q15, Extrafarmas EBITDA decreased by 34% mainly due to higher personnel expenses, resulting from annual collective wage agreement and the opening of new drugstores. During 9M15, EBITDA totaled R$ 20 million, 24% lower than that during 9M14.
We hereby inform that in accordance with the requirements of CVM Resolution 381/03, our independent auditors Deloitte Touche Tohmatsu Auditores Independentes have not performed during these nine months of 2015 any service other than the external audit of the financial statements for the year ended on December 31, 2014 and the review of interim financial information of Ultrapar and affiliated companies and subsidiaries for the quarter ended on September 30, 2014.
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São Paulo, November 4, 2015 Ultrapar Participações S.A. (BM&FBOVESPA: UGPA3 / NYSE: UGP), a multi-business company engaged in specialized distribution and retail (Ipiranga / Ultragaz / Extrafarma), specialty chemicals (Oxiteno) and storage for liquid bulk (Ultracargo), hereby reports its results for the third quarter of 2015.
Results conference call
Brazilian conference call November 6, 2015 09:30 a.m. (US EST) Hotel Unique (Tavarua room) São PauloSP Telephone for connection: +55 11 2188 0155 Code: Ultrapar
International conference call November 6, 2015 12:00 p.m. (US EST) Participants in Brazil: 0800 891 0015 Participants in the USA: +1 877 317 6776 International participants: +1 412 317 6776 Code: Ultrapar
IR Contact E-mail: invest@ultra.com.br Telephone: + 55 11 3177 7014 Website: www.ultra.com.br
Ultrapar Participações S.A. UGPA3 = R$ 66.80/share (09/30/15) UGP = US$ 16.72/ADR (09/30/15) |
Main highlights in 3Q15
ULTRAPARS NET REVENUES TOTAL R$ 19 BILLION
ULTRAPARS EBITDA REACHES R$ 944 MILLION IN
SHARE REPURCHASE PROGRAM TOTALS 1.9 |
During the third quarter, the macroeconomic environment continued to impose challenges, which we could overcome due to consistent investments in resilient segments, to the improvement of processes and to the offering of products and services that suit our customers needs. Our multi-business positioning allows us to walk through adversity and continue to present sound results and implement our strategic initiatives. We have just opened our first Extrafarma drugstore in an Ipiranga service station, which marks the beginning of a more intense process of cross-fertilization among our specialized distribution and retail businesses.y.
Thilo Mannhardt CEO |
Considerations on the financial and operational information
The financial information presented in this document has been prepared according to International Financial Reporting Standards (IFRS). The financial information of Ultrapar corresponds to the companys consolidated information. The information of Ipiranga, Oxiteno, Ultragaz, Ultracargo and Extrafarma is reported without elimination of intercompany transactions. Therefore, the sum of such information may not correspond to the consolidated information of Ultrapar. In addition, the financial and operational information presented in this document is subject to rounding off and, consequently, the total amounts presented in the tables and charts may differ from the direct sum of the amounts that precede them.
In September 2013, Ultrapar entered into an association agreement with Extrafarma. The transaction was closed on January 31, 2014 upon the approval of the association by the Extraordinary General Meetings of Ultrapar and Extrafarma. Extrafarmas results were consolidated in Ultrapars financial statements as from February 1, 2014. Consequently, Ultrapars financial statements for the periods prior to February 1, 2014 do not include Extrafarmas results and its operational data included in this release refer, for the first nine months of 2014, exclusively to the months from February to September 2014. As a consequence of the closing of the transaction, 12,021,100 new common, nominative book-entry shares with no par value of Ultrapar were issued, which corresponded to R$ 141.9 million of capital increase and R$ 498.8 million of increase in capital reserve, totaling an increase in equity of R$ 640.7 million. In addition, Ultrapar issued subscription warrants that, if exercised, would lead to the issuance of up to 4,007,031 shares in the future, broken down into 801,409 shares related to subscription warrants working capital and 3,205,622 shares related to subscription warrants indemnification. On June 30, 2014, in a preliminary assessment of the working capital and indebtedness adjustments the company identified that the subscription warrants working capital shall not be exercised by the former shareholders of Extrafarma. Accordingly, the company reversed full provision for the issuance of 801,409 shares related to subscription warrants working capital, which corresponded to R$ 42.1 million. On June 22, 2015, the agreement related to the final adjustment of working capital and net debt of the transaction was executed by and between the parties in the amount of R$ 26.0 million. Ultrapar recognized in 2Q15 income statement, under Other operating results, an income amounting R$ 13.8 million related to the difference between the final working capital and net debt adjustment and the amount of R$ 12.2 million recognized under other accounts receivable on December 31, 2014. Ultrapar received the amount of R$ 26.0 million in 3Q15. The number of shares of subscription warrantsindemnification may be exercised from 2020 and it is adjusted according to the variations of provisions for tax, civil and labor risks, and contingent liabilities related to the period beginning before January 31, 2014. The value of the association was R$ 719.9 million. For further information, see Note 3a and Note 22 to the Financial Statements for the year ended December 31, 2014.
EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization, and EBIT Earnings Before Interest and Taxes, are presented in accordance with CVM Instruction No. 527, issued by CVM on October 4, 2012. The calculation of EBITDA starting from net earnings is presented below:
R$ million | 3Q15 | 3Q14 | 2Q15 |
D% 3Q15v3Q14 |
D% 3Q15v2Q15 |
9M15 | 9M14 |
D% 9M15v9M14 | ||||||||||||||||||
Net earnings |
298.5 | 328.8 | 331.1 | -9% | -10% | 1,016.2 | 879.5 | 16% | ||||||||||||||||||
(+) Income and social contribution taxes |
158.5 | 132.5 | 145.8 | 487.2 | 390.7 | |||||||||||||||||||||
(+) Financial expenses (income), net |
233.1 | 107.4 | 127.2 | 541.5 | 320.7 | |||||||||||||||||||||
(+) Depreciation and amortization |
253.9 | 220.8 | 241.7 | 731.4 | 651.5 | |||||||||||||||||||||
EBITDA |
944.1 | 789.5 | 845.8 | 20% | 12% | 2,776.4 | 2,242.3 | 24% |
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Summary of 3rd quarter 2015
Ultrapar Consolidated data | 3Q15 | 3Q14 | 2Q15 |
D (%) 3Q15v3Q14 |
D (%) 3Q15v2Q15 |
9M15 | 9M14 |
D (%) 9M15v9M14 | ||||||||
Net sales and services |
19,161 | 17,300 | 18,511 | 11% | 4% | 55,075 | 49,914 | 10% | ||||||||
Gross profit |
1,650 | 1,370 | 1,543 | 20% | 7% | 4,775 | 3,942 | 21% | ||||||||
Operating profit |
696 | 574 | 601 | 21% | 16% | 2,050 | 1,602 | 28% | ||||||||
EBITDA |
944 | 789 | 846 | 20% | 12% | 2,776 | 2,242 | 24% | ||||||||
Net earnings¹ |
299 | 329 | 331 | (9%) | (10%) | 1,016 | 879 | 16% | ||||||||
Earnings per share attributable to Ultrapar shareholders² |
0.54 | 0.59 | 0.60 | (8%) | (9%) | 1.84 | 1.59 | 16% | ||||||||
Amounts in R$ million (except for EPS) |
¹ | Under IFRS, consolidated net earnings include net earnings attributable to non-controlling shareholders of the controlled companies. |
2 | Calculated based on the weighted average number of shares over the period, excluding shares held in treasury. |
Ipiranga Operational data | 3Q15 | 3Q14 | 2Q15 |
D (%) 3Q15v3Q14 |
D (%) 3Q15v2Q15 |
9M15 | 9M14 |
D (%) 9M15v9M14 | ||||||||
Total volume (000 m³) |
6,574 | 6,539 | 6,433 | 1% | 2% | 19,137 | 18,899 | 1% | ||||||||
Diesel |
3,411 | 3,473 | 3,300 | (2%) | 3% | 9,754 | 9,943 | (2%) | ||||||||
Gasoline, ethanol and NGV |
3,062 | 2,970 | 3,035 | 3% | 1% | 9,091 | 8,689 | 5% | ||||||||
Other3 |
101 | 97 | 98 | 4% | 3% | 291 | 266 | 9% |
3 | Fuel oils, arla 32, kerosene, lubricants and greases. |
Oxiteno Operational data | 3Q15 | 3Q14 | 2Q15 |
D (%) 3Q15v3Q14 |
D (%) 3Q15v2Q15 |
9M15 | 9M14 |
D (%) 9M15v9M14 | ||||||||
Total volume (000 tons) |
191 | 204 | 193 | (7%) | 1% | 559 | 586 | (5%) | ||||||||
Product mix |
||||||||||||||||
Specialty chemicals |
163 | 175 | 157 | (7%) | 4% | 476 | 507 | (6%) | ||||||||
Glycols |
27 | 30 | 35 | (7%) | (22%) | 83 | 79 | 5% | ||||||||
Geographical mix |
||||||||||||||||
Sales in Brazil |
135 | 146 | 138 | (7%) | (2%) | 400 | 418 | (4%) | ||||||||
Sales outside Brazil |
56 | 59 | 55 | (5%) | 2% | 158 | 168 | (5%) |
Ultragaz Operational data | 3Q15 | 3Q14 | 2Q15 |
D (%) 3Q15v3Q14 |
D (%) 3Q15v2Q15 |
9M15 | 9M14 |
D (%) 9M15v9M14 | ||||||||
Total volume (000 tons) |
451 | 461 | 430 | (2%) | 5% | 1,284 | 1,281 | 0% | ||||||||
Bottled |
311 | 310 | 297 | 0% | 5% | 881 | 862 | 2% | ||||||||
Bulk |
140 | 151 | 133 | (7%) | 5% | 403 | 419 | (4%) |
Ultracargo Operational data | 3Q15 | 3Q14 | 2Q15 |
D (%) 3Q15v3Q14 |
D (%) 3Q15v2Q15 |
9M15 | 9M14 |
D (%) 9M15v9M14 | ||||||||
Effective storage4 (000 m3) |
639 | 731 | 609 | (13%) | 4% | 668 | 727 | (8%) |
4 | Monthly average. |
Extrafarma Operational data5 | 3Q15 | 3Q14 | 2Q15 |
D (%) 3Q15v3Q14 |
D (%) 3Q15v2Q15 |
9M15 | 9M14 |
D (%) 9M15v9M14 | ||||||||
Gross revenues (R$ million) |
362 | 327 | 359 | 11% | 1% | 1.058 | 825 | 28% | ||||||||
Number of stores (end of period) |
244 | 210 | 234 | 16% | 4% | 244 | 210 | 16% |
5 | As highlighted in Considerations on the financial and operational information, unless otherwise indicated, Extrafarma information for 9M14 refers to the months from February to September. |
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Macroeconomic indicators | 3Q15 | 3Q14 | 2Q15 |
D (%) 3Q15v3Q14 |
D (%) 3Q15v2Q15 |
9M15 | 9M14 |
D (%) 9M15v9M14 | ||||||||
Average exchange rate (R$/US$) |
3.55 | 2.28 | 3.07 | 56% | 15% | 3.16 | 2.29 | 38% | ||||||||
Brazilian interbank interest rate (CDI) |
3.4% | 2.7% | 3.0% | 10.8% | 7.8% | |||||||||||
Inflation in the period (IPCA) |
1.4% | 0.8% | 2.3% | 7.6% | 4.6% |
Highlights
|
ü | Opening of the first Extrafarmas drugstore in Ultras resellers network As a further step that demonstrates opportunities among Ultras businesses, in 3Q15 Extrafarma opened the first drugstore in an Ipirangas service station in Belém (PA). Such fact represents the process of accelerated growth of the drugstore network through Ultras retail outlets, which today total more than 12 thousand points of sale represented by Ipirangas service stations and Ultragazs resellers, providing our customers with more convenience and quality and creating value for the company. The new store has 250 square meters and was built with the technology inspired by Ipirangas Posto Ecoeficiente (Eco-Efficient service station), focusing on the efficient use of natural resources. |
ü | Update about the fire in a terminal operated by Ultracargo in Santos (SP) Ultracargos operations in the terminal affected by a fire accident in April 2015, in Santos (SP), remain suspended. The part of the terminal with suspended operations has a capacity of 185 thousand m³, 55% of Ultracargos capacity in Santos and 22.5% of companys total capacity. The fire affected 6 tanks with a total capacity of 34 thousand m³. Ultracargo has been performing the first stage of the decommissioning plan of the affected area, which consists in removing, transferring and disposing of the remaining products and residues. In a parallel workstream, we have prepared planning of the second stage of the decommissioning to present it to the relevant authorities in order to obtain the approvals necessary to remove equipments and structures from the terminal affected by the fire. |
ü | Ultra will have a new strategic partner in ConectCar In October, Itaú Unibanco entered into an agreement with Odebrecht Transport to acquire, for R$ 170 million, 50% of ConectCar, a company that operates in the segment of electronic payment for tolls, parking lots and fuel. Such transaction will give ConectCar the opportunity to expand its services to new markets, continuing with its purpose of providing the customers with mobility, convenience, flexibility and, above all, differentiated benefits. Ipiranga holds the remaining 50% interest of the company and the governance will be shared between Ultra and Itaú Unibanco. |
ü | Ultrapar receives important awards In September 2015, Ultrapar was ranked number one for its investor relations by Institutional Investor magazine, including the best CEO, the best CFO, the best IR professionals and IR team, and the best analysts day, in the segment of Oil, Gas and Petrochemicals in Latin America. Additionally, in October 29, 2015, Thilo Mannhardt, Ultrapars CEO, received the 2015 Bravo Awards Latin America CEO of the year by Latin Trade. |
ü | Expansion of Oxiteno in the United States Ultrapars Board of Directors approved on November 4, 2015, the expansion of Oxitenos specialty chemicals capacity in Pasadena (TX), in the U.S., by building an ethoxylation unit at its current site. The plant is located in one of the worlds most important chemical hubs, taking advantage of attractive conditions of raw materials, as well as highly efficient logistics infrastructure. The total investment, estimated at US$ 113 million, will expand Oxitenos footprint in the U.S., focusing on local markets of agrochemicals, personal care, household and industrial cleaning, coatings and oil and gas. |
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Executive summary of the results |
During 3Q15, the worsening of the Brazilian macroeconomic scenario followed the same trend seen since the beginning of the year, with the combination of inflation above the target, increasingly weak economic activity, soaring interest rates, rise in the unemployment rate and depreciation of the Real. Such environment became even worse in the last quarter due to the increasing political instability during the last months, with hurdles to approve tax adjustments necessary to Brazil, leading to the downgrade of Brazils credit rating by the agencies. In the international scenario, oil prices remained at levels much lower than those observed in the last years, ending the quarter at US$ 47/barrel (Brent), 51% lower than the closing price in 3Q14. The base interest rate increased from 13.75% at the end of the second quarter to 14.25% at the end of the third quarter of 2015, as compared to 11.0% in September 2014. The average Real to dollar exchange rate in 3Q15 was of R$ 3.55/US$ as compared to R$ 2.28/US$ in 3Q14, a 56% variation between the compared periods. According to Anfavea, the number of light vehicles licensed totaled 613 thousand vehicles in 3Q15, a 26% reduction when compared to the same period of the previous year. If we assume the 26% reduction for the full year 2015, the estimated growth of the light vehicles fleet in 2015 would be 4% compared to 2014. In the retail pharmacy sector, according to data from members of Abrafarma, sales continue to grow, though at a lower pace, ending the 3Q15 with an 11% increase compared to 3Q14.
At Ipiranga, fuel sales volume for light vehicles (Otto cycle) presented a 3% growth as compared to 3Q14, driven by a growth in the light vehicles fleet, investments made over the last years to expand the distribution network (opening of new service stations and conversion of unbranded ones) and the 54% increase in ethanol sales. The growth of Otto cycle was partially offset by lower diesel sales, following the weak performance of the Brazilian economy. EBITDA reached R$ 610 million, an increase of 10% compared to 3Q14, due to increased sales volume in Otto cycle, boosted by investments in the network expansion, and to the strategy of constant innovation in services and convenience in the service station, generating greater customer satisfaction and loyalty.
At Oxiteno, sales volume reached 191 thousand tons, down 7% from 3Q14, due to lower commodity sales, resulting from its volatility in prices and in demand, and the effects of the economic slowdown on the volume of specialty chemicals in the domestic market. EBITDA totaled R$ 212 million in 3Q15, up 115% over 3Q14, mainly due to a 56% weaker Real against the US dollar, which contributed to the increase in EBITDA/ton from US$ 212/ton in 3Q14 to US$ 313/ton in 3Q15.
In 3Q15, Ultragaz reported a 2% decrease in sales volume compared to 3Q14, mainly as a result of the economic slowdown over the bulk segment, partially offset by commercial initiatives of new resellers in the bottled segment. In 3Q15, Ultragazs EBITDA reached R$ 103 million, a 16% increase compared to 3Q14, mainly due to the commercial initiatives of new resellers in the bottled segment and increase in the cost of LPG for use in bottled and bulk segments by Petrobras.
Ultracargos average storage presented a 13% reduction over 3Q14, as a result of the partial interruption of the Santos terminal due to the fire accident occurred in April, partially offset by the increased handling of fuels by the distributors. Ultracargos EBITDA reached R$ 14 million in 3Q15, a 67% decrease over 3Q14, mainly due to the lower handling resulting from the partial interruption of the Santos terminal and expenses related to the fire accident, partially offset by the increased handling of fuels. Excluding Santos operations, other Ultracargos terminals reported an EBITDA of R$ 25 million in 3Q15, a 6% decrease compared to 3Q14.
Extrafarma ended 3Q15 with 244 company-owned stores in the North and Northeast regions of Brazil, an increase of 34 stores compared to 3Q14. Extrafarmas gross revenues totaled R$ 362 million in 3Q15, an 11% increase compared to 3Q14, mainly due to the increase in gross revenues in the retail segment resulting from the higher average number of drugstores and the increase in same store sales. In 3Q15, EBITDA totaled R$ 6 million, an increase of R$ 4 million compared to 3Q14, due to the increase in gross revenues and lower expenses with integration.
The resilient performance of Ultrapars businesses resulted in a consolidated EBITDA of R$ 944 million in 3Q15, up 20% over 3Q14. In 3Q15, net earnings amounted to R$ 299 million, a 9% decrease compared to 3Q14, mainly due to the impact of the financial results between periods, influenced by the higher interest rates and by the strong devaluation of the Real against the US dollar.
5
Ipiranga |
Operational performance Ipirangas sales volume totaled 6,574 thousand cubic meters in 3Q15, 1% above 3Q14 volume. Sales volume of fuels for light vehicles (Otto cycle) increased by 3%, driven by the growth in the vehicle fleet, investments made in Ipirangas network expansion and the 54% increase in ethanol sales. The volume of diesel decreased by 2% as compared to 3Q14 due to the weak performance of the economy. Compared to 2Q15, sales volume increased by 2%, mainly due to seasonality between periods. During 9M15, Ipiranga accumulated sales volume of 19,137 thousand cubic meters, up 1% over 9M14.
Ipiranga Sales volume (000 m³)
Net sales and services Ipirangas net sales and services reached R$ 16,409 million in 3Q15, up 10% over 3Q14, mainly as a result of (i) the rise in gasoline and diesel costs in the refinery in November 2014 and February 2015, (ii) increased sales volume and (iii) the strategy of constant innovation in services and convenience in the service station, generating greater customer satisfaction and loyalty. Compared with 2Q15, net sales and services increased by 3%, as a result of seasonally higher volume. During 9M15, net sales and services amounted to R$ 47,503 million, up 10% over 9M14.
Cost of goods sold Ipirangas cost of goods sold totaled R$ 15,457 million in 3Q15, up 10% compared to 3Q14, mainly due to the rise in gasoline and diesel costs in the refinery in November 2014 and February 2015 and sales volume growth. As compared to 2Q15, the cost of goods sold increased by 3% due to seasonally higher volume. During 9M15, cost of goods sold totaled R$ 44,627 million, up 9% over 9M14.
Sales, general and administrative expenses Ipiranga´s sales, general and administrative expenses amounted to R$ 525 million in 3Q15, a 13% increase over 3Q14, mainly resulting from (i) higher freight expenses due to the sales volume growth and the rise in diesel costs, (ii) the expansion of the distribution network, (iii) higher expenses with studies and projects and (iv) the effects of inflation on expenses. Compared with 2Q15, sales, general and administrative expenses increased by 5% due to the higher sales volume and higher expenses with studies and projects, partially offset by lower civil contingencies. During 9M15, sales, general and administrative expenses totaled R$ 1,523 million, up 8% over 9M14.
EBITDA Ipiranga reported EBITDA of R$ 610 million in 3Q15, an increase of 10% compared to 3Q14, mainly due to increased sales volume in Otto cycle, boosted by investments in network expansion, and the strategy of constant innovation in services and convenience in the service station, generating greater customer satisfaction and loyalty. Compared with 2Q15, EBITDA increased by 6%, mainly due to the seasonality between periods. During 9M15, EBITDA totaled R$ 1,901 million, up 21% over 9M14.
6
Oxiteno |
Operational performance Oxitenos sales volume in 3Q15 totaled 191 thousand tons, down 7% (14 thousand tons) compared to 3Q14. Total commodity sales decreased by 7% (2 thousand tons) due to volatility in prices and in demand. Specialty chemicals sales also decreased by 7% (12 thousand tons) compared to 3Q14, a result of the Brazilian economy downturn and the decision to discontinue a line of products for the leather market. Compared to 2Q15, sales volume decreased by 1% (2 thousand tons), with a 4% growth in sales of specialty chemicals. Sales volume during 9M15 totaled 559 thousand tons, down 5% from 9M14.
Oxiteno Sales volume (000 tons)
Net sales and services Oxitenos net sales and services totaled R$ 1,132 million in 3Q15, a 30% increase over 3Q14, due to a 56% weaker Real against the US dollar, partially offset by lower sales volume and the decrease in the prices of its main raw materials. Compared with 2Q15, net sales and services increased by 12%, mainly due to the 15% weaker Real against the US dollar, partially offset by lower sales volume of commodities. During 9M15, accumulated net sales and services totaled R$ 2,996 million, up 19% over 9M14.
Cost of goods sold Oxitenos cost of goods sold in 3Q15 amounted to R$ 775 million, a 14% increase compared to 3Q14, mainly due a 56% weaker Real against the US dollar and increased costs of utilities, partially offset by lower sales volume and variations of costs of raw materials, correlated to international oil prices. As compared to 2Q15, cost of products sold increased by 13% due to the 15% weaker Real against the US dollar. During 9M15, cost of goods sold totaled R$ 2,061 million, up 6% over 9M14.
Sales, general and administrative expenses Oxitenos sales, general and administrative expenses amounted to R$ 183 million in 3Q15, a 44% increase over 3Q14, mainly resulting from (i) higher expenses with variable compensation, in line with the earnings progression, (ii) the effects of the weaker Real on logistics and international units expenses, (iii) higher expenses with studies and projects and (iv) the effects of inflation. As compared to 2Q15, sales, general and administrative expenses increased by 13% due to higher expenses with logistics and studies and projects. During 9M15, sales, general and administrative expenses totaled R$ 486 million, up 30% over 9M14.
EBITDA Oxiteno reported EBITDA of R$ 212 million in 3Q15, 115% increase over 3Q14, equivalent to US$ 313/ton, mainly due to the effect of the weaker Real against the US dollar, partially offset by lower sales volume. As compared to 2Q15, EBITDA increased by 4%, mainly due to the same factors mentioned in the comparison with 3Q14. During 9M15, EBITDA totaled R$ 560 million, up 83% over 9M14.
7
Ultragaz |
Operational performance In 3Q15, Ultragazs sales volume reached 451 thousand tons, 2% decrease compared to 3Q14, mainly as a result of the economic downturn in the bulk segment, partially offset by commercial initiatives of new resellers. Compared with 2Q15, sales volume increased by 5%, mainly derived from the seasonality between periods. During 9M15, Ultragaz accumulated sales volume of 1,284 thousand tons, remaining at the same levels observed during 9M14.
Ultragaz Sales volume (000 tons)
Net sales and services Ultragazs net sales and services was R$ 1,213 million in 3Q15, an 11% increase over 3Q14, mainly due to the implementation of commercial initiatives in segments with higher demand, such as condominiums, and due to the increase in the cost of LPG for use in the bulk segment by Petrobras in December 2014 and in September 2015 and for bottled segment in September 2015. As compared to 2Q15, net sales and services increased by 8%, mainly due to the increase in the cost of LPG for use in the bottled and bulk segments by Petrobras in September 2015. During 9M15, net sales and services amounted to R$ 3,373 million, up 11% over 9M14.
Cost of goods sold Ultragazs cost of goods sold totaled R$ 1,017 million in 3Q15, a 10% increase compared to 3Q14, mainly due to the increase in the cost of LPG for use in the bottled and bulk segments by Petrobras and the effects of inflation on personnel expenses. Compared with 2Q15, the cost of goods sold increased by 7%, mainly due to seasonally higher volume and the increase in the cost of LPG for use in the bottled and bulk segments by Petrobras in September 2015. During 9M15, cost of goods sold totaled R$ 2,853 million, up 10% over 9M14.
Sales, general and administrative expenses Ultragazs sales, general and administrative expenses totaled R$ 133 million in 3Q15, up 17% over 3Q14, mainly due to higher expenses with variable compensation and the effects of the inflation on expenses. As compared to 2Q15, sales, general and administrative expenses increased by 2% mainly due to the same factors mentioned in the comparison with 3Q14, partially offset by lower advertising and marketing expenses resulting from Ultragaz brand relaunch campaign in 2Q15. During 9M15, sales, general and administrative expenses totaled R$ 380 million, up 16% over 9M14.
EBITDA In 3Q15, Ultragazs EBITDA reached R$ 103 million, a 16% increase compared to 3Q14, mainly due to the commercial initiatives of new resellers in the bottled segment and increase in the cost of LPG by Petrobras, partially offset by the effects of economic downturn in the bulk segment. As compared to 2Q15, EBITDA grew by 42%, mainly due to seasonally higher volume and lower advertising and marketing expenses. During 9M15, EBITDA totaled R$ 248 million, up 11% over 9M14.
8
Ultracargo |
Operational performance Ultracargos average storage presented a 13% reduction from 3Q14, as a result of the partial interruption of the Santos terminal due to the fire accident occurred in the beginning of April, partially offset by the increased handling of fuels by the distributors. Compared to 2Q15, average storage increased by 4%, due to the gradual recovery of Santos, where activities were fully interrupted in April. Excluding Santos, Ultracargos other terminals reported a stable average storage in 3Q15 compared to the same period of the previous year and a 2% decrease compared to 2Q15, mainly due to the lower handling of chemicals. During 9M15, Ultracargos average storage decreased by 8% compared to 9M14.
Ultracargo Average storage (000 m³)
Net sales and services Ultracargos net sales and services totaled R$ 77 million in 3Q15, a 14% decrease compared to 3Q14, mainly due to the lower handling, resulting from the partial interruption of the Santos terminal as a result of the fire accident. As compared to 2Q15, net sales and services increased by 5%, mainly due to the gradual recovery of handling in Santos, where activities were fully interrupted in April. Excluding the operations in Santos, Ultracargos other terminals reported a 2% increase in net sales and services in 3Q15 compared to 3Q14 and a 1% decrease compared to 2Q15. During 9M15, net sales and services amounted to R$ 243 million, down 8% from 9M14.
Cost of services provided Ultracargos cost of services provided in 3Q15 amounted to R$ 39 million, a 9% increase compared to 3Q14, mainly due to higher personnel costs. As compared to 2Q15, cost of services provided increased by 11%, mainly due to higher costs with port tariffs and concentration of maintenance costs. During 9M15, Ultracargos cost of services provided totaled R$ 109 million, up 3% over 9M14.
Sales, general and administrative expenses Ultracargos sales, general and administrative expenses totaled R$ 24 million in 3Q15, a 2% increase compared to 3Q14, mainly due to the effects of inflation on expenses, partially offset by the end of the amortization of an intangible asset recorded in connection with the acquisition of the Itaqui terminal, in Maranhão. Compared with 2Q15, sales, general and administrative expenses increased by 1%. During 9M15, sales, general and administrative expenses totaled R$ 69 million, down 2% over 9M14.
Other operating results In 3Q15, Other operating results line totaled net expenses of R$ 10 million compared to net expenses of R$ 2 million in 3Q14 and net expenses of R$ 74 million in 2Q15, mainly due to expenses related to the fire accident occurred in Santos.
EBITDA Ultracargos EBITDA totaled R$ 14 million in 3Q15, a 67% decrease compared to 3Q14, mainly due to the lower handling, as a result of the partial stoppage of the Santos terminal and expenses related to the fire accident. Excluding the operations in Santos, Ultracargos other terminals reported an EBITDA of R$ 25 million, a 6% and 5% decrease compared to 3Q14 and 2Q15, respectively, mainly due to lower handling of chemicals and higher maintenance costs. During 9M15, Ultracargo reported EBITDA of R$ 13 million, mainly due to the impacts caused by the accident in Santos occurred in the beginning of April.
9
Extrafarma |
As highlighted in Considerations on the financial and operational information, unless otherwise indicated, Extrafarma information for 9M14 refers to the months from February to September.
Operational performance Extrafarma ended 3Q15 with 244 drugstores in the North and Northeast regions of Brazil, an increase of 34 drugstores (16%) compared to the end of 3Q14. By the end of 3Q15, 17% of the drugstores were under 1 year of operation, compared to 15% in 3Q14. There was an increase of 10 drugstores (13 openings and 3 closings) compared to 2Q15.
Extrafarma Number of stores and maturation profile
Gross revenues Extrafarmas gross revenues totaled R$ 362 million in 3Q15, an 11% increase compared to 3Q14, mainly due to the increase in gross revenues in the retail segment resulting from the higher average number of drugstores and the 5% increase in same store sales, due to the maturation of drugstores and the annual adjustment in the prices of medicines, set by the Chamber for the Regulation of the Medical Pharmaceuticals Market (CMED), partially offset by lower sales of mobile phones. As compared to 2Q15, Extrafarmas gross revenues increased by 1%, influenced mainly by the higher average number of drugstores in the retail segment. During 9M15, Extrafarmas gross revenues totaled R$ 1,058 million, up 28% over 9M14.
Cost of goods sold and gross profit Extrafarmas cost of goods sold totaled R$ 234 million in 3Q15, up 9% over 3Q14, mainly as a result of increased sales and the annual adjustment in the prices of medicines, set by CMED in 2Q15. In 3Q15, Extrafarmas gross profit reached R$ 107 million, up 14% over 3Q14, mainly due to the growth in gross revenues in the retail segment. Compared with 2Q15, the cost of goods sold remained stable, while gross profit increased by 1%, mainly as a result of the concentration of trade promotion incentives in 3Q15. During 9M15, the cost of products sold and gross profit totaled R$ 689 million and R$ 309 million, both with a 27% increase as compared to 9M14.
Sales, general and administrative expenses Extrafarmas sales, general and administrative expenses totaled R$ 107 million in 3Q15, a 12% increase compared to 3Q14, mainly due to (i) the 16% growth in the number of drugstores, (ii) the effects of inflation on personnel expenses, (iii) the inclusion of expenses for the structuring for a more accelerated growth, (iv) the beginning of the operation of the new distribution center of Ceará, partially offset by lower integration expenses. As compared to 2Q15, sales, general and administrative expenses increased by 4% due to higher personnel expenses, resulting from annual collective wage agreement and the opening of new drugstores. During 9M15, sales, general and administrative expenses totaled R$ 307 million, up 36% over 9M14.
EBITDA In 3Q15, Extrafarmas EBITDA totaled R$ 6 million, an increase of R$ 4 million compared to 3Q14, mainly due to the increase in gross revenues and lower expenses with integration. Compared with 2Q15, Extrafarmas EBITDA decreased by 34% mainly due to higher personnel expenses, resulting from annual collective wage agreement and the opening of new drugstores. During 9M15, EBITDA totaled R$ 20 million, 24% lower than that during 9M14.
10
Ultrapar |
Net sales and services Ultrapars consolidated net sales and services in 3Q15 increased by 11% compared to 3Q14, reaching R$ 19,161 million, due to the revenues growth in Ipiranga, Oxiteno, Ultragaz and Extrafarma. Compared with 2Q15, net sales and services increased by 4%, mainly due to the seasonality between periods. During 9M15, Ultrapars net sales and services increased by 10% compared with 9M14, totaling R$ 55,075 million.
EBITDA Through a period of worsening of the Brazilian macroeconomic scenario, following the trend observed since the beginning of the year, Ultrapars consolidated EBITDA totaled R$ 944 million in 3Q15, a 20% increase compared to 3Q14 as a result of the EBITDA growth in all business units, except in Ultracargo, which was affected by the partial interruption of the Santos terminal. Compared to 2Q15, Ultrapar reported a 12% in EBITDA. During 9M15, EBITDA amounted to R$ 2,776 million, up 24% over 9M14.
EBITDA (R$ million)
Depreciation and amortization Total depreciation and amortization costs and expenses in 3Q15 amounted to R$ 254 million, a 15% increase over 3Q14, as a result of investments made during the last 12 months, specially in the strategy of constant innovation in services and convenience in Ipirangas service stations, generating greater customer satisfaction and loyalty. Compared with 2Q15, total depreciation and amortization costs and expenses increased by 5%. During 9M15, Ultrapars total depreciation and amortization costs and expenses amounted to R$ 731 million, up 12% over 9M14.
Financial results Ultrapars net debt at the end of September 2015 was R$ 5.7 billion, consistent with our leverage levels (1.5 times LTM EBITDA), compared to R$ 4.4 billion in September 2014 (1.4 times LTM EBITDA). Ultrapar reported net financial expenses of R$ 233 million in 3Q15, a R$ 126 million increase compared to 3Q14, mainly due to (i) higher interest rates, (ii) higher net debt, (iii) the effects of exchange rate fluctuations in the period and (iv) PIS/COFINS contributions on financial revenue. As compared to 2Q15, net financial expenses increased R$ 106 million, mainly due to the same factors mentioned in the comparison with 3Q14. During 9M15, Ultrapar reported net financial expenses of R$ 542 million, R$ 221 million higher than that during 9M14.
Net earnings In 3Q15, net earnings totaled R$ 299 million, a 9% decrease compared to 3Q14, mainly due to the impact of financial results between periods. Compared with 2Q15, net earnings decreased by 10%. During 9M15, Ultrapar reported net earnings of R$ 1,016 million, up 16% over 9M14.
11
Investments Total investments, net of disposals and repayments, amounted to R$ 374 million in 3Q15, allocated as follows:
| At Ipiranga, R$ 237 million were invested, mainly in the expansion and maintenance of the service stations and franchises network. |
| At Oxiteno, R$ 39 million were invested, mainly in the maintenance of its production units. |
| At Ultragaz, R$ 54 million were invested, mainly in new clients in the bulk and LPG bottles segments. |
| Ultracargo invested R$ 4 million, mainly directed towards maintenance of terminals. |
| At Extrafarma, R$ 18 million were invested, mainly in the opening of new drugstores and renovation of existing drugstores. |
R$ million | 3Q15 | 2015 | Total investments, net of disposals and repayments (R$ million) | |||||||
Additions to fixed and intangible assets |
| |||||||||
Ipiranga |
237 | 500 | ||||||||
Oxiteno |
39 | 87 | ||||||||
Ultragaz |
54 | 175 | ||||||||
Ultracargo |
4 | 10 | ||||||||
Extrafarma |
18 | 49 | ||||||||
Total additions to fixed and intangible assets¹ |
361 | 841 | ||||||||
Financing to clients² Ipiranga |
2 | (11 | ) | |||||||
Acquisition (disposal) of equity interest |
11 | 31 | ||||||||
Total investments, net of disposals and repayments |
374 | 861 |
¹ | Includes the consolidation of corporate IT |
² | Financing to clients is included as working capital in the Cash Flow Statement |
12
Ultrapar in capital markets |
Ultrapars average daily trading volume in 3Q15 was R$ 140 million, 63% higher than the daily average of R$ 86 million in 3Q14, considering the combined trading volumes on the BM&FBOVESPA and the NYSE. Ultrapars share price closed 3Q15 quoted at R$ 66.80/share on the BM&FBOVESPA, with an appreciation of 2% in the quarter, while the Ibovespa index depreciated by 15% in the same period. At the NYSE, Ultrapars shares depreciated by 20% in 3Q15, while the Dow Jones index depreciated by 8% in the same period. Ultrapar closed 3Q15 with a market value of R$ 37 billion, up 29% over 3Q14.
Performance of UGPA3 vs. Ibovespa3Q15
(Base 100)
Average daily trading volume
(R$ million)
13
Outlook |
The characteristics and diversity of our businesses, as well as our management discipline when seeking efficiency, reaffirm the prospects of continuing to grow our results, even considering the lack of visibility of economic recovery in Brazil. Ipiranga will continue to capture the benefits from the growth of the vehicle fleet in Brazil and the expansion of Midwest, Northeast and North regions of Brazil through investments in the expansion of its distribution network and related logistics infrastructure. Additionally, it will continue with its differentiation initiatives, based on increasing the offer of products, services and convenience, to further increase customer loyalty and expand the number of clients, who are offered higher value-added products and services, while the reseller is provided with an additional source of revenue and differentiated positioning, thus maximizing the profitability of the chain as a whole, including Ipirangas. Oxiteno will continue with focus on innovation, with the development of new products, reaping the benefits from the maturation of investments in Brazil in a more favorable foreign exchange scenario, as well as intensify the international expansion. Ultragaz will continue focused on obtaining the benefits from the investments in capturing new customers and on managing costs and expenses constantly, which will contribute to the earnings progression. Ultracargos priority continues to be the clarification and management of the impacts derived from the accident in Santos, without ceasing to assess the opportunities from the growing demand for liquid bulk storage in Brazil. At Extrafarma, we will continue focused on the more accelerated expansion of the company.
14
Forthcoming events |
Conference call / Webcast: November 6, 2015
Ultrapar will be holding a conference call for analysts on November 6, 2015 to comment on the companys performance in the third quarter of 2015 and outlook. The presentation will be available for download on the companys website 30 minutes prior to the conference call.
Brazilian: 09:30 a.m. (US EST)
Hotel Unique (public meeting with investors)
(Tavarua room)
São Paulo SP
Telephone for connection: +55 11 2188 0155
Code: Ultrapar
International: 12:00 p.m. (US EST)
Participants in the US: +1 877 317 6776
Participants in Brazil: 0800 891 0015
Participants in other countries: +1 412 317 6776
Code: Ultrapar
WEBCAST live via Internet at www.ultra.com.br. Please connect 15 minutes in advance.
This document may contain forecasts of future events. Such predictions merely reflect the expectations of the Companys management. Words such as: believe, expect, plan, strategy, prospects, envisage, estimate, forecast, anticipate, may and other words with similar meaning are intended as preliminary declarations regarding expectations and future forecasts. Such declarations are subject to risks and uncertainties, anticipated by the Company or otherwise, which could mean that the reported results turn out to be significantly different from those forecasts. Therefore, the reader should not base investment decisions solely on these estimates.
15
Operational and market information |
Financial focus |
3Q15 | 3Q14 | 2Q15 | 9M15 | 9M14 | |||||||||||||||
EBITDA margin Ultrapar |
4.9% | 4.6% | 4.6% | 5.0% | 4.5% | |||||||||||||||
Net margin Ultrapar |
1.6% | 1.9% | 1.8% | 1.8% | 1.8% | |||||||||||||||
Focus on human resources |
3Q15 | 3Q14 | 2Q15 | 9M15 | 9M14 | |||||||||||||||
Number of employees Ultrapar |
14,569 | 13,613 | 14,307 | 14,569 | 13,613 | |||||||||||||||
Number of employees Ultragaz |
3,628 | 3,651 | 3,628 | 3,628 | 3,651 | |||||||||||||||
Number of employees Ipiranga |
2,851 | 2,744 | 2,789 | 2,851 | 2,744 | |||||||||||||||
Number of employees Oxiteno |
1,812 | 1,826 | 1,799 | 1,812 | 1,826 | |||||||||||||||
Number of employees Ultracargo |
593 | 623 | 605 | 593 | 623 | |||||||||||||||
Number of employees Extrafarma |
5,223 | 4,344 | 5,032 | 5,223 | 4,344 | |||||||||||||||
Focus on capital markets |
3Q15 | 3Q14 | 2Q15 | 9M15 | 9M14 | |||||||||||||||
Number of shares (000) |
556,405 | 556,405 | 556,405 | 556,405 | 556,405 | |||||||||||||||
Market capitalization¹ R$ million |
36,314 | 30,116 | 38,217 | 35,286 | 30,021 | |||||||||||||||
BM&FBOVESPA |
3Q15 | 3Q14 | 2Q15 | 9M15 | 9M14 | |||||||||||||||
Average daily volume (shares) |
1,485,663 | 1,222,346 | 1,503,695 | 1,556,760 | 1,213,916 | |||||||||||||||
Average daily volume (R$ 000) |
96,951 | 66,228 | 103,328 | 98,612 | 65,518 | |||||||||||||||
Average share price (R$/share) |
65.3 | 54.2 | 68.7 | 63.3 | 54.0 | |||||||||||||||
NYSE |
3Q15 | 3Q14 | 2Q15 | 9M15 | 9M14 | |||||||||||||||
Quantity of ADRs² (000 ADRs) |
30,189 | 32,769 | 30,604 | 30,189 | 32,769 | |||||||||||||||
Average daily volume (ADRs) |
657,291 | 361,089 | 441,078 | 517,563 | 336,422 | |||||||||||||||
Average daily volume (US$ 000) |
12,018 | 8,548 | 9,840 | 10,235 | 7,924 | |||||||||||||||
Average share price (US$/ADR) |
18.28 | 23.67 | 22.31 | 19.78 | 23.55 | |||||||||||||||
Total |
3Q15 | 3Q14 | 2Q15 | 9M15 | 9M14 | |||||||||||||||
Average daily volume (shares) |
2,142,954 | 1,583,436 | 1,944,773 | 2,074,323 | 1,550,338 | |||||||||||||||
Average daily volume (R$ 000) |
139,862 | 85,704 | 133,580 | 131,549 | 83,649 |
All financial information is presented according to the accounting principles laid down in the Brazilian Corporate Law. All figures are expressed in Brazilian Reais, except for Oxitenos margins on page 21, which are expressed in US dollars and were obtained using the average exchange rate (commercial dollar rate) for the corresponding periods.
For additional information, please contact:
Investor RelationsUltrapar Participações S.A.
+55 11 3177 7014
invest@ultra.com.br
www.ultra.com.br
1 | Calculated based on the weighted average price in the period. |
2 | 1 ADR = 1 common share. |
16
ULTRAPAR CONSOLIDATED BALANCE SHEET In millions of Reais
|
||||||||||||
QUARTERS ENDED IN | ||||||||||||
SEP | SEP | JUN | ||||||||||
2015 | 2014 | 2015 | ||||||||||
ASSETS |
||||||||||||
Cash, cash equivalents and financial investments |
3,682.2 | 3,696.9 | 3,258.7 | |||||||||
Trade accounts receivable |
3,086.1 | 2,542.7 | 2,863.6 | |||||||||
Inventories |
2,495.1 | 1,941.3 | 2,367.9 | |||||||||
Taxes |
759.1 | 558.6 | 635.9 | |||||||||
Other |
145.7 | 110.9 | 192.2 | |||||||||
|
|
|
|
|
|
|||||||
Total Current Assets |
10,168.3 | 8,850.4 | 9,318.2 | |||||||||
|
|
|
|
|
|
|||||||
Investments |
107.9 | 65.3 | 99.7 | |||||||||
Property, plant and equipment and intangibles |
8,555.8 | 7,991.7 | 8,328.3 | |||||||||
Financial investments |
400.2 | 129.2 | 226.0 | |||||||||
Trade accounts receivable |
142.3 | 137.7 | 145.3 | |||||||||
Deferred income tax |
556.7 | 412.3 | 514.7 | |||||||||
Escrow deposits |
737.8 | 684.0 | 719.8 | |||||||||
Other |
191.2 | 199.8 | 189.7 | |||||||||
|
|
|
|
|
|
|||||||
Total Non-Current Assets |
10,691.8 | 9,620.0 | 10,223.4 | |||||||||
|
|
|
|
|
|
|||||||
TOTAL ASSETS |
20,860.1 | 18,470.5 | 19,541.7 | |||||||||
|
|
|
|
|
|
|||||||
LIABILITIES |
||||||||||||
Loans, financing and debentures |
2,169.4 | 2,570.4 | 2,002.8 | |||||||||
Suppliers |
948.4 | 975.6 | 958.3 | |||||||||
Payroll and related charges |
388.7 | 287.7 | 297.9 | |||||||||
Taxes |
252.4 | 238.6 | 289.1 | |||||||||
Other |
187.8 | 169.7 | 191.7 | |||||||||
|
|
|
|
|
|
|||||||
Total Current Liabilities |
3,946.8 | 4,241.9 | 3,739.8 | |||||||||
|
|
|
|
|
|
|||||||
Loans, financing and debentures |
7,571.6 | 5,622.3 | 6,465.5 | |||||||||
Provision for contingencies |
660.7 | 629.2 | 645.0 | |||||||||
Post-retirement benefits |
120.8 | 110.8 | 116.7 | |||||||||
Other |
582.0 | 363.6 | 469.1 | |||||||||
|
|
|
|
|
|
|||||||
Total Non-Current Liabilities |
8,935.1 | 6,726.0 | 7,696.2 | |||||||||
|
|
|
|
|
|
|||||||
TOTAL LIABILITIES |
12,881.9 | 10,967.9 | 11,436.0 | |||||||||
|
|
|
|
|
|
|||||||
STOCKHOLDERS EQUITY |
||||||||||||
Capital |
3,838.7 | 3,838.7 | 3,838.7 | |||||||||
Reserves |
3,722.0 | 3,238.6 | 3,722.0 | |||||||||
Treasury shares |
(394.9 | ) | (111.5 | ) | (270.4 | ) | ||||||
Others |
783.5 | 507.9 | 789.0 | |||||||||
Non-controlling interest |
29.0 | 28.8 | 26.4 | |||||||||
|
|
|
|
|
|
|||||||
Total shareholders equity |
7,978.2 | 7,502.6 | 8,105.7 | |||||||||
|
|
|
|
|
|
|||||||
TOTAL LIAB. AND STOCKHOLDERS EQUITY |
20,860.1 | 18,470.5 | 19,541.7 | |||||||||
|
|
|
|
|
|
|||||||
Cash and financial investments |
4,082.4 | 3,826.1 | 3,484.7 | |||||||||
Debt |
(9,741.0 | ) | (8,192.7 | ) | (8,468.3 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash (debt) |
(5,658.6 | ) | (4,366.6 | ) | (4,983.6 | ) |
17
ULTRAPAR CONSOLIDATED INCOME STATEMENT In millions of Reais (except per share data)
|
||||||||||||||||||||
QUARTERS ENDED IN | ACCUMULATED | |||||||||||||||||||
SEP | SEP | JUN | SEP | SEP | ||||||||||||||||
2015 | 2014 | 2015 | 2015 | 2014 | ||||||||||||||||
Net sales and services |
19,160.8 | 17,299.9 | 18,510.7 | 55,075.2 | 49,914.0 | |||||||||||||||
Cost of sales and services |
(17,510.3 | ) | (15,929.9 | ) | (16,968.0 | ) | (50,299.9 | ) | (45,972.1 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
1,650.5 | 1,370.0 | 1,542.7 | 4,775.3 | 3,941.9 | |||||||||||||||
Operating expenses |
||||||||||||||||||||
Selling |
(636.7 | ) | (556.7 | ) | (613.6 | ) | (1,834.5 | ) | (1,584.3 | ) | ||||||||||
General and administrative |
(337.8 | ) | (268.9 | ) | (309.6 | ) | (935.4 | ) | (833.5 | ) | ||||||||||
Other operating income (expenses), net |
15.4 | 20.9 | (21.2 | ) | 15.7 | 62.4 | ||||||||||||||
Income from sale of assets |
4.6 | 8.5 | 2.4 | 29.2 | 15.2 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
696.0 | 573.9 | 600.6 | 2,050.2 | 1,601.7 | |||||||||||||||
Financial results |
||||||||||||||||||||
Financial income |
106.3 | 92.7 | 99.7 | 309.5 | 264.0 | |||||||||||||||
Financial expenses |
(339.4 | ) | (200.1 | ) | (226.9 | ) | (851.0 | ) | (584.7 | ) | ||||||||||
Equity in earnings (losses) of affiliates |
(5.8 | ) | (5.2 | ) | 3.4 | (5.2 | ) | (10.8 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income before income and social contribution taxes |
457.1 | 461.3 | 476.9 | 1,503.4 | 1,270.1 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for income and social contribution taxes |
||||||||||||||||||||
Current |
(110.4 | ) | (130.3 | ) | (223.9 | ) | (495.1 | ) | (436.9 | ) | ||||||||||
Deferred |
(69.9 | ) | (16.7 | ) | 56.4 | (51.1 | ) | (1.2 | ) | |||||||||||
Benefit of tax holidays |
21.7 | 14.5 | 21.7 | 59.0 | 47.4 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Income |
298.5 | 328.8 | 331.1 | 1,016.2 | 879.5 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to: |
||||||||||||||||||||
Shareholders of Ultrapar |
295.9 | 326.2 | 328.6 | 1,009.3 | 872.2 | |||||||||||||||
Non-controlling shareholders of the subsidiaries |
2.7 | 2.6 | 2.5 | 6.9 | 7.3 | |||||||||||||||
EBITDA |
944.1 | 789.5 | 845.8 | 2,776.4 | 2,242.3 | |||||||||||||||
Depreciation and amortization |
253.9 | 220.8 | 241.7 | 731.4 | 651.5 | |||||||||||||||
Total investments, net of disposals and repayments¹ |
374.0 | 372.2 | 328.5 | 860.8 | 759.0 | |||||||||||||||
RATIOS |
||||||||||||||||||||
Earnings per shareR$ |
0.54 | 0.59 | 0.60 | 1.84 | 1.59 | |||||||||||||||
Net debt / Stockholders equity |
0.71 | 0.58 | 0.61 | 0.71 | 0.58 | |||||||||||||||
Net debt / LTM EBITDA |
1.53 | 1.42 | 1.41 | 1.53 | 1.42 | |||||||||||||||
Net interest expense / EBITDA |
0.25 | 0.14 | 0.15 | 0.20 | 0.14 | |||||||||||||||
Gross margin |
8.6% | 7.9% | 8.3% | 8.7% | 7.9% | |||||||||||||||
Operating margin |
3.6% | 3.3% | 3.2% | 3.7% | 3.2% | |||||||||||||||
EBITDA margin |
4.9% | 4.6% | 4.6% | 5.0% | 4.5% | |||||||||||||||
1 Does not include association with Extrafarma |
18
ULTRAPAR CONSOLIDATED CASH FLOW STATEMENT In millions of Reais
|
||||||||
JANSEP | ||||||||
2015 | 2014 | |||||||
Cash Flows from (used in) operating activities |
1,883.1 | 1,448.6 | ||||||
Net income |
1,016.2 | 879.5 | ||||||
Depreciation and amortization |
731.4 | 651.5 | ||||||
Working capital |
(1,157.1) | (302.7) | ||||||
Financial expenses (A) |
1,585.8 | 632.0 | ||||||
Deferred income and social contribution taxes |
51.1 | 1.2 | ||||||
Income from sale of assets |
(29.2) | (15.2) | ||||||
Cash paid for income and social contribution taxes |
(368.4) | (320.5) | ||||||
Other (B) |
53.4 | (77.1) | ||||||
Cash Flows from (used in) investing activities |
(872.3) | (766.5) | ||||||
Additions to fixed and intangible assets, net of disposals |
(841.3) | (747.5) | ||||||
Acquisition and sale of equity investments |
(31.0) | (19.0) | ||||||
Cash Flows from (used in) financing activities |
(1,328.6) | (408.9) | ||||||
Debt raising |
2,121.9 | 1,591.9 | ||||||
Amortization of debt |
(1,640.1) | (700.2) | ||||||
Interest paid |
(682.2) | (511.2) | ||||||
Payment of financial lease |
(4.0) | (4.1) | ||||||
Shares acquired by the Company kept in treasury |
(292.7) | | ||||||
Related parties |
| | ||||||
Dividends paid (C) |
(831.5) | (782.9) | ||||||
Other (D) |
| (2.3) | ||||||
Net increase (decrease) in cash and cash equivalents |
(317.7) | 273.3 | ||||||
Cash from subsidiaries acquired |
| 9.1 | ||||||
Cash and cash equivalents at the beginning of the period (E) |
4,400.1 | 3,543.7 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at the end of the period (E) |
4,082.4 | 3,826.1 | ||||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information |
||||||||
Extrafarmacapital increase with the merger of shares and subscription warrants (F) |
| 749.3 | ||||||
Extrafarmagross debt assumed at the closing (F) |
| 207.9 |
(A) | Comprised of interest and exchange rate and inflationary variation expenses on loans and financing. Does not include revenues from interest and exchange rate and inflationary variation on cash equivalents. |
(B) | Comprised mainly of noncurrent assets and liabilities variations net. |
(C) | Includes dividends paid by Ultrapar and its subsidiaries to third parties. |
(D) | Corresponds to the transaction cost for the issuance of shares in 2014. |
(E) | Includes cash, cash equivalents and short and long term financial investments. |
(F) | As a result of the association with Extrafarma. For more information, see Note 3.a and Note 22 to our Interim Financial Information for 2Q14. |
19
IPIRANGA CONSOLIDATED INVESTED CAPITAL In millions of Reais
|
||||||||||||
QUARTERS ENDED IN | ||||||||||||
SEP | SEP | JUN | ||||||||||
2015 | 2014 | 2015 | ||||||||||
OPERATING ASSETS |
||||||||||||
Trade accounts receivable |
2,105.6 | 1,753.1 | 2,036.6 | |||||||||
Trade accounts receivablenoncurrent portion |
111.5 | 109.1 | 117.2 | |||||||||
Inventories |
1,536.9 | 1,164.4 | 1,498.3 | |||||||||
Taxes |
319.5 | 260.3 | 296.4 | |||||||||
Other |
289.5 | 242.2 | 288.9 | |||||||||
Property, plant and equipment, intangibles and investments |
3,803.9 | 3,448.7 | 3,705.1 | |||||||||
TOTAL OPERATING ASSETS |
8,166.8 | 6,977.7 | 7,942.4 | |||||||||
|
|
|
|
|
|
|||||||
OPERATING LIABILITIES |
||||||||||||
Suppliers |
614.8 | 650.2 | 647.7 | |||||||||
Payroll and related charges |
102.4 | 85.3 | 79.3 | |||||||||
Post-retirement benefits |
104.2 | 101.0 | 103.0 | |||||||||
Taxes |
110.3 | 81.7 | 90.1 | |||||||||
Provision for contingencies |
108.8 | 137.0 | 111.2 | |||||||||
Other accounts payable |
168.0 | 153.2 | 176.7 | |||||||||
TOTAL OPERATING LIABILITIES |
1,208.6 | 1,208.5 | 1,208.0 | |||||||||
|
|
|
|
|
|
IPIRANGA
CONSOLIDATED INCOME STATEMENT
In millions of Reais
QUARTERS ENDED IN | ACCUMULATED | |||||||||||||||||||
SEP | SEP | JUN | SEP | SEP | ||||||||||||||||
2015 | 2014 | 2015 | 2015 | 2014 | ||||||||||||||||
Net sales |
16,409.4 | 14,946.1 | 15,975.4 | 47,503.1 | 43,341.2 | |||||||||||||||
Cost of sales and services |
(15,457.3) | (14,082.7) | (15,072.9) | (44,627.0) | (40,819.7) | |||||||||||||||
Gross profit |
952.2 | 863.4 | 902.5 | 2,876.1 | 2,521.5 | |||||||||||||||
Operating expenses |
||||||||||||||||||||
Selling |
(364.6) | (327.4) | (349.8) | (1,067.1) | (978.8) | |||||||||||||||
General and administrative |
(160.6) | (138.8) | (152.0) | (456.3) | (427.2) | |||||||||||||||
Other operating income (expenses), net |
24.2 | 19.0 | 22.2 | 66.7 | 54.7 | |||||||||||||||
Income from sale of assets |
2.9 | 9.6 | 2.7 | 29.4 | 15.2 | |||||||||||||||
Operating income |
454.0 | 425.8 | 425.6 | 1,448.8 | 1,185.4 | |||||||||||||||
Equity in earnings (losses) of affiliates |
0.2 | 0.2 | 0.8 | 1.3 | 0.8 | |||||||||||||||
EBITDA |
610.4 | 556.7 | 575.7 | 1,900.6 | 1,576.5 | |||||||||||||||
Depreciation and amortization |
156.2 | 130.8 | 149.2 | 450.5 | 390.3 | |||||||||||||||
RATIOS |
||||||||||||||||||||
Gross margin (R$/m3) |
145 | 132 | 140 | 150 | 133 | |||||||||||||||
Operating margin (R$/m3) |
69 | 65 | 66 | 76 | 63 | |||||||||||||||
EBITDA margin (R$/m3) |
93 | 85 | 89 | 99 | 83 | |||||||||||||||
EBITDA margin (%) |
3.7% | 3.7% | 3.6% | 4.0% | 3.6% |
20
OXITENO CONSOLIDATED INVESTED CAPITAL In millions of Reais
|
||||||||||||
QUARTERS ENDED IN | ||||||||||||
SEP | SEP | JUN | ||||||||||
2015 | 2014 | 2015 | ||||||||||
OPERATING ASSETS |
||||||||||||
Trade accounts receivable |
610.4 | 465.2 | 479.1 | |||||||||
Inventories |
659.1 | 515.9 | 579.8 | |||||||||
Taxes |
109.2 | 109.0 | 106.1 | |||||||||
Other |
119.5 | 108.4 | 120.3 | |||||||||
Property, plant and equipment, intangibles and investments |
1,793.1 | 1,663.6 | 1,695.6 | |||||||||
TOTAL OPERATING ASSETS |
3,291.3 | 2,862.2 | 2,980.9 | |||||||||
|
|
|
|
|
|
|||||||
OPERATING LIABILITIES |
||||||||||||
Suppliers |
169.5 | 141.5 | 156.0 | |||||||||
Payroll and related charges |
121.6 | 64.6 | 85.1 | |||||||||
Taxes |
51.8 | 36.4 | 39.0 | |||||||||
Provision for contingencies |
95.5 | 93.2 | 98.0 | |||||||||
Other accounts payable |
26.6 | 18.3 | 25.3 | |||||||||
TOTAL OPERATING LIABILITIES |
465.1 | 354.0 | 403.3 | |||||||||
|
|
|
|
|
|
OXITENO
CONSOLIDATED INCOME STATEMENT
In millions of Reais
QUARTERS ENDED IN | ACCUMULATED | |||||||||||||||||||
SEP | SEP | JUN | SEP | SEP | ||||||||||||||||
2015 | 2014 | 2015 | 2015 | 2014 | ||||||||||||||||
Net sales | 1,131.8 | 872.0 | 1,011.7 | 2,996.2 | 2,525.6 | |||||||||||||||
Cost of goods sold |
||||||||||||||||||||
Variable |
(638.0 | ) | (582.9 | ) | (564.3 | ) | (1,688.9 | ) | (1,645.8 | ) | ||||||||||
Fixed |
(101.7 | ) | (66.3 | ) | (86.7 | ) | (272.7 | ) | (211.2 | ) | ||||||||||
Depreciation and amortization |
(35.1 | ) | (33.1 | ) | (32.4 | ) | (98.9 | ) | (93.8 | ) | ||||||||||
Gross profit |
356.9 | 189.7 | 328.3 | 935.7 | 574.9 | |||||||||||||||
Operating expenses |
||||||||||||||||||||
Selling |
(93.3 | ) | (68.4 | ) | (84.2 | ) | (249.1 | ) | (188.0 | ) | ||||||||||
General and administrative |
(89.9 | ) | (59.0 | ) | (78.4 | ) | (236.9 | ) | (185.1 | ) | ||||||||||
Other operating income (expenses), net |
(0.5 | ) | 0.1 | (1.2 | ) | (1.8 | ) | (0.2 | ) | |||||||||||
Income from sale of assets |
0.1 | (0.2 | ) | 0.1 | 0.4 | (0.1 | ) | |||||||||||||
Operating income |
173.3 | 62.1 | 164.5 | 448.4 | 201.5 | |||||||||||||||
Equity in earnings (losses) of affiliates |
0.1 | 0.3 | 2.6 | 1.7 | 0.6 | |||||||||||||||
EBITDA |
212.1 | 98.7 | 203.0 | 559.7 | 305.9 | |||||||||||||||
Depreciation and amortization |
38.7 | 36.3 | 35.9 | 109.5 | 103.8 | |||||||||||||||
RATIOS |
||||||||||||||||||||
Gross margin (R$/ton) |
1,870 | 927 | 1,705 | 1,675 | 982 | |||||||||||||||
Gross margin (US$/ton) |
527 | 408 | 555 | 530 | 429 | |||||||||||||||
Operating margin (R$/ton) |
908 | 304 | 854 | 803 | 344 | |||||||||||||||
Operating margin (US$/ton) |
256 | 134 | 278 | 254 | 150 | |||||||||||||||
EBITDA margin (R$/ton) |
1,111 | 483 | 1,054 | 1,002 | 522 | |||||||||||||||
EBITDA margin (US$/ton) |
313 | 212 | 343 | 317 | 228 |
21
ULTRAGAZ | ||||||||||||
CONSOLIDATED INVESTED CAPITAL | ||||||||||||
In millions of Reais | ||||||||||||
QUARTERS ENDED IN | ||||||||||||
SEP | SEP | JUN | ||||||||||
2015 | 2014 | 2015 | ||||||||||
OPERATING ASSETS |
||||||||||||
Trade accounts receivable |
228.0 | 189.1 | 204.2 | |||||||||
Trade accounts receivablenoncurrent portion |
30.5 | 28.3 | 27.8 | |||||||||
Inventories |
62.0 | 57.7 | 61.7 | |||||||||
Taxes |
51.5 | 41.3 | 49.1 | |||||||||
Escrow deposits |
202.2 | 178.8 | 193.0 | |||||||||
Other |
48.9 | 38.6 | 51.0 | |||||||||
Property, plant and equipment, intangibles and investments |
851.8 | 786.2 | 832.0 | |||||||||
TOTAL OPERATING ASSETS |
1,474.9 | 1,320.0 | 1,418.6 | |||||||||
|
|
|
|
|
|
|||||||
OPERATING LIABILITIES |
||||||||||||
Suppliers |
35.6 | 45.5 | 37.6 | |||||||||
Payroll and related charges |
112.2 | 92.4 | 84.8 | |||||||||
Taxes |
7.5 | 5.9 | 6.8 | |||||||||
Provision for contingencies |
96.6 | 88.8 | 93.7 | |||||||||
Other accounts payable |
30.6 | 25.5 | 30.1 | |||||||||
TOTAL OPERATING LIABILITIES |
282.6 | 258.2 | 252.9 | |||||||||
|
|
|
|
|
|
ULTRAGAZ | ||||||||
CONSOLIDATED INCOME STATEMENT | ||||||||
In millions of Reais |
QUARTERS ENDED IN |
ACCUMULATED | |||||||||||||||
SEP |
SEP |
JUN | SEP | SEP | ||||||||||||
2015 |
2014 |
2015 | 2015 | 2014 | ||||||||||||
Net sales |
1,213.3 | 1,095.2 | 1,122.0 | 3,373.2 | 3,035.7 | |||||||||||
Cost of sales and services |
(1,016.6) | (926.1) | (953.4 | ) | (2.852.6 | ) | (2,589.4 | ) | ||||||||
Gross profit |
196.7 | 169.2 | 168.6 | 520.6 | 446.3 | |||||||||||
Operating expenses |
||||||||||||||||
Selling |
(88.6) | (79.1) | (91.7 | ) | (256.6 | ) | (222.9 | ) | ||||||||
General and administrative |
(44.8) | (35.1) | (39.4 | ) | (123.0 | ) | (103.8 | ) | ||||||||
Other operating income (expenses), net |
1.4 | 0.2 | 0.9 | 2.2 | 1.3 | |||||||||||
Income from sale of assets |
1.8 | (0.5) | (0.5 | ) | (0.4 | ) | 0.9 | |||||||||
Operating income |
66.6 | 54.7 | 38.0 | 142.7 | 121.7 | |||||||||||
Equity in earnings (losses) of affiliates |
0.0 | 0.0 | (0.1 | ) | (0.0 | ) | | |||||||||
EBITDA |
103.3 | 89.4 | 72.8 | 248.4 | 223.8 | |||||||||||
Depreciation and amortization |
36.7 | 34.7 | 34.9 | 105.7 | 102.0 | |||||||||||
RATIOS |
||||||||||||||||
Gross margin (R$/ton) |
437 | 367 | 392 | 405 | 348 | |||||||||||
Operating margin (R$/ton) |
148 | 119 | 88 | 111 | 95 | |||||||||||
EBITDA margin (R$/ton) |
229 | 194 | 169 | 193 | 175 |
22
ULTRACARGO | ||||||||||||
CONSOLIDATED INVESTED CAPITAL | ||||||||||||
In millions of Reais | ||||||||||||
QUARTERS ENDED IN | ||||||||||||
SEP | SEP | JUN | ||||||||||
2015 | 2014 | 2015 | ||||||||||
OPERATING ASSETS |
||||||||||||
Trade accounts receivable |
22.9 | 29.2 | 25.6 | |||||||||
Inventories |
2.6 | 1.6 | 2.6 | |||||||||
Taxes |
10.8 | 10.2 | 9.9 | |||||||||
Other |
24.1 | 18.3 | 32.2 | |||||||||
Property, plant and equipment, intangibles and investments |
898.1 | 926.6 | 905.6 | |||||||||
TOTAL OPERATING ASSETS |
958.5 | 985.9 | 976.0 | |||||||||
|
|
|
|
|
|
|||||||
OPERATING LIABILITIES |
||||||||||||
Suppliers |
10.3 | 8.9 | 17.5 | |||||||||
Payroll and related charges |
16.6 | 16.8 | 14.5 | |||||||||
Taxes |
4.4 | 5.2 | 5.9 | |||||||||
Provision for contingencies |
13.8 | 11.3 | 12.7 | |||||||||
Other accounts payable¹ |
43.1 | 42.2 | 41.1 | |||||||||
TOTAL OPERATING LIABILITIES |
88.3 | 84.4 | 91.7 | |||||||||
|
|
|
|
|
|
¹ | Includes the long term obligations with clients account and the extra amount related to the acquisition of Temmar, in the port of Itaqui |
ULTRACARGO | ||||||||
CONSOLIDATED INCOME STATEMENT | ||||||||
In millions of Reais |
QUARTERS ENDED IN |
ACCUMULATED | |||||||||||||||
SEP |
SEP |
JUN | SEP | SEP | ||||||||||||
2015 |
2014 |
2015 | 2015 | 2014 | ||||||||||||
Net sales |
77.2 | 89.7 | 73.4 | 242.8 | 263.0 | |||||||||||
Cost of sales and services |
(39.2) | (35.9) | (35.4 | ) | (109.3 | ) | (106.4 | ) | ||||||||
Gross profit |
37.9 | 53.8 | 38.0 | 133.6 | 156.5 | |||||||||||
Operating expenses |
||||||||||||||||
Selling |
(1.8) | (3.9) | (1.4 | ) | (5.2 | ) | (11.8 | ) | ||||||||
General and administrative |
(21.8) | (19.3) | (21.9 | ) | (63.6 | ) | (58.4 | ) | ||||||||
Other operating income (expenses), net |
(10.4) | 1.5 | (74.1 | ) | (83.0 | ) | 5.9 | |||||||||
Income from sale of assets |
(0.2) | 0.0 | (0.0 | ) | (0.2 | ) | (0.6 | ) | ||||||||
Operating income |
3.7 | 32.2 | (59.4 | ) | (18.5 | ) | 91.6 | |||||||||
Equity in earnings (losses) of affiliates |
0.3 | (0.1) | 0.2 | 0.7 | 0.5 | |||||||||||
EBITDA |
14.5 | 44.5 | (48.8 | ) | 13.4 | 129.1 | ||||||||||
Depreciation and amortization |
10.4 | 12.3 | 10.4 | 31.2 | 37.0 | |||||||||||
RATIOS |
||||||||||||||||
Gross margin |
49% | 60% | 52 | % | 55 | % | 60 | % | ||||||||
Operating margin |
5% | 36% | -81 | % | -8 | % | 35 | % | ||||||||
EBITDA margin |
19% | 50% | -67 | % | 6 | % | 49 | % |
23
EXTRAFARMA | ||||||||
CONSOLIDATED INVESTED CAPITAL | ||||||||
In millions of Reais | ||||||||
QUARTERS ENDED IN |
||||||||
SEP |
SEP |
JUN | ||||||
2015 |
2014 |
2015 | ||||||
OPERATING ASSETS |
||||||||
Trade accounts receivable |
121.9 | 109.6 | 123.6 | |||||
Inventories |
234.5 | 201.7 | 225.4 | |||||
Taxes |
69.6 | 36.2 | 63.9 | |||||
Other |
10.7 | 11.3 | 12.1 | |||||
Property, plant and equipment, intangibles and investments |
137.8 | 73.0 | 125.9 | |||||
TOTAL OPERATING ASSETS |
574.6 | 431.8 | 550.9 | |||||
|
|
|
|
|||||
OPERATING LIABILITIES |
||||||||
Suppliers |
118.2 | 132.1 | 102.4 | |||||
Payroll and related charges |
35.6 | 28.3 | 34.1 | |||||
Taxes |
9.6 | 12.1 | 10.7 | |||||
Provision for contingencies |
55.7 | 46.8 | 55.5 | |||||
Other accounts payable |
16.4 | 16.5 | 16.1 | |||||
TOTAL OPERATING LIABILITIES |
235.6 | 235.8 | 218.8 | |||||
|
|
|
|
EXTRAFARMA | ||||||||
CONSOLIDATED INCOME STATEMENT | ||||||||
In millions of Reais |
QUARTERS ENDED IN | ACCUMULATED | |||||||||||||||||||
SEP | SEP | JUN | SEP | SEP1 | ||||||||||||||||
2015 | 2014 | 2015 | 2015 | 2014 | ||||||||||||||||
Gross revenues |
361.8 | 326.7 | 358.9 | 1,058.4 | 824.5 | |||||||||||||||
Sales returns, discounts and taxes |
(21.1 | ) | (17.7 | ) | (20.4 | ) | (60.6 | ) | (41.7 | ) | ||||||||||
Net sales |
340.7 | 309.0 | 338.6 | 997.8 | 782.8 | |||||||||||||||
Cost of sales and services |
(234.0 | ) | (215.0 | ) | (233.3 | ) | (688.8 | ) | (540.3 | ) | ||||||||||
Gross profit |
106.7 | 94.0 | 105.3 | 309.0 | 242.6 | |||||||||||||||
Operating expenses |
(107.0 | ) | (95.5 | ) | (102.8 | ) | (306.9 | ) | (225.5 | ) | ||||||||||
Other operating income (expenses), net |
0.2 | 0.0 | 1.1 | 1.3 | 0.8 | |||||||||||||||
Income from sale of assets |
(0.0 | ) | (0.4 | ) | (0.0 | ) | 0.1 | (0.2 | ) | |||||||||||
Operating income |
(0.1 | ) | (1.9 | ) | 3.5 | 3.5 | 17.6 | |||||||||||||
Equity in earnings (losses) of affiliates |
| | | | | |||||||||||||||
EBITDA |
5.9 | 1.6 | 8.9 | 20.0 | 26.5 | |||||||||||||||
Depreciation and amortization |
6.0 | 3.5 | 5.4 | 16.5 | 8.8 | |||||||||||||||
RATIOS² |
||||||||||||||||||||
Gross margin (%) |
30 | % | 29 | % | 29 | % | 29 | % | 29 | % | ||||||||||
Operating margin (%) |
0 | % | -1 | % | 1 | % | 0 | % | 2 | % | ||||||||||
EBITDA margin (%) |
2 | % | 0 | % | 2 | % | 2 | % | 3 | % |
¹Relative | to the months of February to September |
³Calculated | based on gross revenues |
24
ULTRAPAR PARTICIPAÇÕES S/A | ||||||||||||||||||||||||||||||||||
LOANS | ||||||||||||||||||||||||||||||||||
In millions of Reais IFRS
| ||||||||||||||||||||||||||||||||||
LOANS |
Balance in September/20151 | |||||||||||||||||||||||||||||||||
Ipiranga | Oxiteno | Ultragaz | Ultracargo | Extrafarma | Ultrapar Parent Company / Other |
Ultrapar Consolidated |
Index/ Currency |
Weighted average interest rate (% p.y.)2 |
Maturity | |||||||||||||||||||||||||
Foreign Currency |
||||||||||||||||||||||||||||||||||
Foreign loan3 |
1,061.8 | | | | | | 1,061.8 | US$ + LIBOR | +0,6 | 2017 to 2018 | ||||||||||||||||||||||||
Notes |
| | 1,012.7 | | | | 1,012.7 | US$ | +7,3 | 2015 | ||||||||||||||||||||||||
Foreign loan5 |
553.2 | | | | | | 553.2 | US$ | +2,1 | 2017 to 2018 | ||||||||||||||||||||||||
Advances on foreign exchange contracts |
| 303.8 | | | | | 303.8 | US$ | +1,4 | < 352 days | ||||||||||||||||||||||||
Foreign loan |
| 238.0 | | | | | 238.0 | US$ + LIBOR | +1,0 | 2017 | ||||||||||||||||||||||||
Financial institutions |
| 151.0 | | | | | 151.0 | US$ | +2,8 | 2015 to 2017 | ||||||||||||||||||||||||
Financial institutions |
| 80.5 | | | | | 80.5 | US$ + LIBOR | +2,0 | 2016 to 2017 | ||||||||||||||||||||||||
Foreign currency advances delivered |
| 45.1 | | | | | 45.1 | US$ | +1,1 | < 121 days | ||||||||||||||||||||||||
BNDES |
4.7 | 19.9 | 7.0 | | | | 31.6 | US$ | +6,0 | 2015 to 2020 | ||||||||||||||||||||||||
Financial institutions |
| 28.3 | | | | | 28.3 | MX$+ TIIE | +1,0 | 2016 | ||||||||||||||||||||||||
Subtotal |
1,619.8 | 866.6 | 1,019.7 | | | | 3,506.1 | |||||||||||||||||||||||||||
Local Currency |
||||||||||||||||||||||||||||||||||
Banco do Brasil floating rate |
3,022.7 | | | | | | 3,022.7 | CDI | 105.0 | 2016 to 2019 | ||||||||||||||||||||||||
Debentures 1st and 2nd issuances IPP |
1,463.6 | | | | | | 1,463.6 | CDI | 107.9 | 2017 to 2018 | ||||||||||||||||||||||||
Debentures 5th issuance |
| | | | | 803.7 | 803.7 | CDI | 108.3 | 2018 | ||||||||||||||||||||||||
BNDES |
170.8 | 73.0 | 134.5 | 60.7 | | | 439.1 | TJLP | +2,6 | 2015 to 2021 | ||||||||||||||||||||||||
Export Credit Note floating rate |
| 158.6 | | | | | 158.6 | CDI | 101.5 | 2018 | ||||||||||||||||||||||||
Banco do Nordeste do Brasil |
| 36.4 | | 34.4 | | | 70.8 | R$ | +8,5 | 2015 to 2021 | ||||||||||||||||||||||||
Research and projects financing (FINEP) |
24.9 | 40.1 | | | | | 65.0 | R$ | +4,0 | 2015 to 2021 | ||||||||||||||||||||||||
BNDES |
43.6 | 3.6 | 5.5 | 1.0 | 1.2 | | 54.9 | R$ | +4,7 | 2015 to 2022 | ||||||||||||||||||||||||
Financial leasing |
| | 46.0 | | | | 46.0 | IGPM | +5,6 | 2015 to 2031 | ||||||||||||||||||||||||
Export Credit Note4 |
| 26.5 | | | | | 26.5 | R$ | +8,0 | 2016 | ||||||||||||||||||||||||
BNDES |
19.2 | | | | | | 19.2 | SELIC | +2,2 | 2015 to 2021 | ||||||||||||||||||||||||
Research and projects financing (FINEP) |
2.4 | 2.7 | 3.3 | | | | 8.4 | TJLP | -1.3 | 2015 to 2023 | ||||||||||||||||||||||||
Working capital loan fixed rate |
| | | | 1.7 | | 1.7 | R$ | +10,3 | 2015 to 2016 | ||||||||||||||||||||||||
Financial leasing floating rate |
| | | | 0.4 | | 0.4 | CDI | +2,8 | 2015 to 2017 | ||||||||||||||||||||||||
Agency for Financing Machinery and Equipment (FINAME) |
| | | | 0.3 | | 0.3 | TJLP | +5,6 | 2015 to 2022 | ||||||||||||||||||||||||
Financial leasing fixed rate |
| | | | 0.1 | | 0.1 | R$ | +15,4 | 2015 to 2017 | ||||||||||||||||||||||||
Subtotal |
4,747.2 | 341.0 | 189.3 | 96.1 | 3.7 | 803.7 | 6,181.1 | |||||||||||||||||||||||||||
Check |
||||||||||||||||||||||||||||||||||
Unrealized losses on swaps transactions |
45.3 | 5.2 | 3.4 | | | | 53.9 | |||||||||||||||||||||||||||
Total |
6,412.3 | 1,212.8 | 1,212.4 | 96.1 | 3.7 | 803.7 | 9,741.0 | |||||||||||||||||||||||||||
Composition per maturity |
||||||||||||||||||||||||||||||||||
Up to 1 year |
505.2 | 546.1 | 1,077.5 | 33.6 | 2.8 | 4.3 | 2,169.4 | |||||||||||||||||||||||||||
From 1 to 2 years |
2,154.5 | 411.5 | 41.5 | 27.2 | 0.5 | (0.3 | ) | 2,634.9 | ||||||||||||||||||||||||||
From 2 to 3 years |
1,529.6 | 218.4 | 26.0 | 14.3 | 0.2 | 799.8 | 2,588.3 | |||||||||||||||||||||||||||
From 3 to 4 years |
2,196.2 | 18.8 | 26.0 | 7.6 | 0.2 | | 2,248.8 | |||||||||||||||||||||||||||
From 4 to 5 years |
23.6 | 8.8 | 6.3 | 7.4 | 0.0 | | 46.1 | |||||||||||||||||||||||||||
Thereafter |
3.2 | 9.2 | 35.1 | 6.0 | 0.0 | | 53.4 | |||||||||||||||||||||||||||
Total |
6,412.3 | 1,212.8 | 1,212.4 | 96.1 | 3.7 | 803.7 | 9,741.0 | |||||||||||||||||||||||||||
Libor = London Interbank Offered Rate / MX$ = Mexican Peso / TIIE = Mexican Interbank Interest Rate Even / CDI = interbank certificate of deposit rate / TJLP = basic financing cost of BNDES (set by National Monetary Council). On September 30, 2015, TJLP was fixed at 6.5% p.a. / IGPM = General Index of Market Prices / SELIC = base interest rate set by Brazilian Central Bank | ||||||||||||||||||||||||||||||||||
Balance in September/20151 | ||||||||||||||||||||||||||||||||||
Ipiranga | Oxiteno | Ultragaz | Ultracargo | Extrafarma | Ultrapar Parent Company / Other |
Ultrapar Consolidated |
||||||||||||||||||||||||||||
CASH AND LONG TERM INVESTMENTS |
1,775.9 | 1,242.1 | 734.7 | 251.3 | 5.1 | 73.2 | 4,082.4 |
1 As provided in IAS 39, transaction costs incurred in obtaining financial resources were deducted from the value of the financial instrument.
2 Certain loans are hedged against foreign currency and interest rate exposure (see note 22 to financial statements).
3 For this loan, a hedging instrument was hired with the objective of swapping the fixed to floating rate, equivalent to 102.66% of CDI on average.
4 For this loan, a hedging instrument was hired with the objective of swapping the fixed to floating rate, equivalent to 88.80% of CDI on average.
5 For this loan, a hedging instrument was hired with the objective of swapping the fixed to floating rate, equivalent to 100.63% of CDI on average.
25
Publicly Traded Company
CNPJ nº 33.256.439/0001-39 | NIRE 35.300.109.724 |
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS (10/2015)
Date, Time and Location:
November 4, 2015, at 2:30 p.m., at the Companys headquarters, located at Av. Brigadeiro Luís Antônio, nr 1343, 9th floor, in the City and State of São Paulo.
Attendance:
(i) Members of the Board of Directors; and (ii) member of the Fiscal Council, pursuant to the terms of article 163, §3, of the Brazilian Corporate Law.
Decisions:
1. | Pursuant to article 25, sole paragraph, of the Companys Bylaws and considering the absence of the Chairman of the Board of Directors, Mr. Paulo Guilherme Aguiar Cunha, Mr. Lucio de Castro Andrade Filho, Vice-Chairman of the Board of Directors, assumed the presidency of the meeting. |
2. | After having analyzed and discussed the performance of the Company in the third quarter of the current fiscal year, the respective financial statements were approved. |
3. | The members of the Board of Directors were updated on strategic and expansion projects of the Company. |
(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A. , held on November 4th, 2015)
4. | The members of the Board of Directors examined and approved, in accordance with Ultrapars Investment Approval Policy, the proposal for investments to increase the production capacity by 170 thousand tons per year in the United States of America by Oxiteno, the Companys business in the chemicals segment, in the total amount of USD 113 million. |
5. | By reason of the recent instructions of CVM nr 567/15 and nr 568/15, the Board of Directors approved the proposed amendment of the text of the Material Fact Disclosure Policy and Securities Trading Policy submitted by the Executive Officers. |
Observations: The deliberations were approved, with no amendments or qualifications, by all the Board Members present.
As there were no further matters to be discussed, the meeting was closed, and the minutes of this meeting were written, read and approved by all the undersigned Board Members present, as well as by the member of the Fiscal Council.
Lucio de Castro Andrade Filho Vice-Presidente
Alexandre Gonçalves Silva
Jorge Marques de Toledo Camargo
José Maurício Pereira Coelho
Nildemar Secches
Olavo Egydio Monteiro de Carvalho
Pedro Wongtschowski
Flavio César Maia Luz President of the Fiscal Council
Draft February 20, 2015
TABLE OF CONTENT
» SECTION I - GENERAL RULES
1.1. - INTRODUCTION
1.2. - GENERAL PURPOSES
1.3. - PERSONS SUBJECT TO THE POLICIES
1.4. - DISCLOSURE AND TRADING COMMITTEE
»SECTION II - DISCLOSURE POLICY
2.1. - SPECIFIC PURPOSES
2.2. - DISCLOSURE OF MATERIAL FACTS
2.3. - EXCEPTION FOR IMMEDIATE DISCLOSURE
2.4. - DUTIES OF THE INVESTOR RELATIONS OFFICER
2.5. - DUTY OF CONFIDENTIALITY
2.6. - COMMUNICATION AND DISCLOSURE WITH RESPECT TO DISPOSAL OR ACQUISITION OF MATERIAL OWNERSHIP INTEREST
»SECTION III - TRADING POLICY
3.1. - SPECIFIC PURPOSES
3.2. - GENERAL RULES
3.3. - TRADING PROHIBITIONS
3.4. - EXCEPTIONS FOR TRADING PROHIBITIONS
3.5. - INDIVIDUAL INVESTMENT PROGRAMS
3.6. - ACCREDITTED STOCKBROKERS
»SECTION IV - INFRACTIONS AND SANCTIONS
»SECTION V - FINAL PROVISIONS
ATTACHMENT I - DEFINITIONS
ATTACHMENT II - INSTRUMENT OF ADHESION
Draft February 20, 2015
I. GENERAL RULES
1.1.INTRODUCTION
1.1.1. This document sets forth the Material Fact Disclosure Policy and Trading Policy of Securities issued by Ultrapar (Policies), which were prepared pursuant to Instruction No. 358/02 and the best market practices, which must be acknowledged, adhered and complied with by all Persons Subject to the Policies.
1.1.2. Capitalized terms used herein, in plural or singular, shall have the meaning attributed to them in Attachment IDefinitions.
1.2.GENERAL PURPOSES
1.2.1. The general purpose of the Policies is to establish the rules with respect to disclosure of information and trading of Securities by any person holding or who may hold information owned by or of the interest of Ultra.
1.2.2. For purposes of the Policies, information that may be held by Persons Subject to the Policies or third parties are classified as follows:
Material Fact: any decision made by the controlling shareholder, if any, resolution made by the General Shareholders´ Meeting or the management bodies of Ultra or any other political-administrative, technical, business or economic-financial act or fact occurred or related to Ultras business, that may reasonably influence: (a) the price of the Securities; (b) the decision of investors to buy, sell or maintain the Securities; or (c) the decision of investors to exercise any rights inherent to their condition as holders of Securities. Potentially material acts or facts are, amongst others, described in article 2 of Instruction No. 358/02. For purposes of the Policies, and without prejudice to the provisions set forth in items 3.2 and 3.3., the Arrangements shall not be deemed Material Facts;
Privileged Information: (i) undisclosed Material Facts; and (ii) undisclosed information not related to a Material Fact, but which may become a Material Fact, such as the Arrangements and other events of this nature; and
Sensitive Information: any sensitive information, which does not constitute a Privileged Information and still not disclosed to the public or which is usually not disclosed to the public, such as information on sales per unit, distributor or region. A Sensitive Information may become a Privileged Information if the content of such Sensitive Information has no longer the standard or expectation of a Sensitive Information and if such Sensitive Information materially impacts, or may impact, Ultras business.
1.2.2.1. For purposes of the Policies, Arrangements refer to the understandings for the execution of agreements or other legal transactions before their conclusion, including the execution of related instruments, such as confidentiality agreements, unbinding proposals, powers of attorneys to third parties and assistants. Without prejudice to the provisions set forth in items 3.2. and 3.3., the Arrangements are not deemed Material Facts.
1.2.3. The Policies set forth several consequences by virtue of the existence and holding of information, depending on the classification of such information. Thus, in sum:
(i) | all Material Facts must be immediately disclosed, except when the postponing of such disclosure is permitted; |
Draft February 20, 2015
(ii) Privileged Information shall only be disclosed when they become Material Facts or in other special events in which such information, to the best interest of Ultra, must be disclosed to the public;
(iii) knowledge of undisclosed Material Fact or Privileged Information (a) prevents the person holding or aware of such information from trading and (b) authorizes the Committee to establish an Extraordinary Trading Restriction to the Persons Subject to the Policies; and
(iv) knowledge of Sensitive Information (a) does not prevent the person holding or aware of such information from trading, but (b) subjects the disclosure of such information to third parties to the execution of a confidentiality agreement.
1.3.PERSONS SUBJECT TO THE POLICIES
1.3.1. The following persons (Persons Subject to the Policies) shall comply with the rules and guidelines established in the Policies:
(a) | Controlling Shareholders, if any; |
(b) | Managers; |
(c) | all persons that hold management positions at Ultra or Ultras affiliates; and |
(d) other persons indicated by the Committee, at its sole discretion, holding or that may hold information related to Ultra.
1.3.2. The Persons Subject to the Policies must represent to be fully of and adhere to the terms of the Policies as sets forth in item 5.2.; however, potential omission to represent such awareness and perform such adhesion does not exempt the Persons Subject to the Policies from the duty to comply with the Policies.
1.3.3. The Persons Subject to the Policies may only share information related to Ultra, which they have access to, with other Persons Subject to the Policies.
1.3.4. Exceptionally, the Persons Subject to the Policies may share information with other persons, at the sole discretion of the Committee, and upon prior authorization by the Committee, who evidently adopt their own policy having substantially a similar content and effects to these Policies, always subject to Ultras convenience that such sharing of information may occur.
1.3.5. The Persons Subject to the Policies must ensure that the rules of the Policies are complied with by the persons under their influence, including companies or investment funds controlled by them, affiliated to or under common control, directly or indirectly, by Spouses and Dependents, provided that the Persons Subject to the Policies shall be held jointly liable with those persons in the event of non-compliance with the Policies arising out of failure of compliance with such duty.
1.4.DISCLOSURE AND TRADING COMMITTEE
1.4.1. The Company shall have a Disclosure and Trading Committee (Committee) with the following duties:
(a) assist the Investor Relations Officer as to the decision to disclose information to the market, through any means, amongst which the Reference Form, forms to be filed with SEC, material facts, notices to the market, notice to shareholders and press releases;
Draft February 20, 2015
(b) advise the Investor Relations Officer with respect to decisions attributed to him/her by the Policies or Regulation;
(c) resolve on non-disclosure of Material Facts, for the events set forth in item 2.3., with the consequent comunication of trading prohibition to the Persons Subject to the Policies;
(d) resolve on the establishment of Extraordinary Trading Restrictions, as provided for in item 3.3.2.;
(e) provide clarifications as to the application or interpretation of the provisions set forth in the Policies, law and Regulation, including with respect to the necessary disclosure of certain information;
(f) analyze the content of Individual Investment Programs received from by Persons Subject to the Policies, in order to safekeep and ensure compliance with the purposes set forth in the Policies;
(g) analyze, at the request of the Investor Relations Officer, doubts related to compliance with the Policies, including as a result of the analysis of information provided by the Accredited Stockbrokers, as provided for in item 3.6.3.;
(h) resolve on the applicable measures in cases of non-compliance with the Policies, as well as on the need to inform of this matter to the Board of Directors of the Company in order to adopt additional measures potentially applicable, as set forth in item 4.2.;
(i) indicate other persons that have or may have access to information related to Ultra, who must be subject to the terms set forth in these Policies, as provided for in item 1.3.1.(d);
(j) authorize, at its sole discretion, provided that convinced on Ultras convenience, the Persons Subject to the Policies to share information with third parties, as provided for in items 1.3.3. and 1.3.4.;
(k) indicate up to five (5) Accredited Stockbrokers who must intermediate, with exclusivity, all Securities traded by the Persons Subject to the Policies, informing the Persons Subject to the Policies with respect to any changes to the list of Accredited Stockbrokers; and
(l) submit semiannual report to the Board of Directors of the Company in order to verify if the transactions performed by the beneficiaries are in accordance with the Individual Investment Program duly filed by them within the Company.
1.4.2. The Committee shall be comprised up to six (6) members, including, necessarily, the Chief Executive Officer, the Chief Financial and Investor Relations Officer, who shall appoint the other members.
1.4.3. The Committee shall meet whenever called by the Investor Relations Officer, or any of the other members, provided that all decisions of the Committee shall depend on the majority of the members of the Committee, without prejudice to the prerogatives set forth in the Policies and Regulation to the Investor Relations Officer.
1.4.4. Call notices shall be made through electronic communication to be sent with the advance required and permitted by the subject matter of the meeting, and the meetings shall be held at the Companys headquarters, except when another place is required by exceptional conditions. Meetings may be attended through conference call, video conference or through any other remote mean of communication, being the electronic vote permitted.
Draft February 20, 2015
II. DISCLOSURE POLICY
2.1.SPECIFIC PURPOSES
2.1.1. The purposes of the Disclosure Policy are to:
(a) rule the disclosure to the market of information which, according to its nature and characteristics, must be classified as Material Fact, setting forth the rules and guidelines to be complied with by the Investor Relations Officer and by the other Persons Subject to the Policies with respect to the disclosure of such information and secrecy of such information, while not disclosed;
(b) establish the general and conduct rules to be adopted by the Company in order to classify information as Material Facts, and to disclose such information, constituting, for the benefit of investors and the market in general, predictability to the conducts to be adopted by the Company; and
(c) prevent the selective disclosure of information on Material Facts and Privileged Information.
2.2.DISCLOSURE OF MATERIAL FACTS
2.2.1. The verification of the occurrence of Material Facts shall always consider: (i) the materiality of such Material Facts under Ultras activities and size, and not individually, (ii) the presence of reasonable influence criteria described in the definition of Material Fact, (iii) the historical of disclosure of material information by the Company and not unspecifically, in order to avoid the non-relevant disclosure of Material Facts to the detriment of the quality of the analysis, by the market, of Ultras perspectives.
2.2.2. The Investor Relations Officer and the Committee shall ensure that the Material Facts are disclosed as provided by law, the Regulation and this Disclosure Policy, in a clear and accurate form, in accessible language to investors, as well as ensure that Material Facts are widely and immediately disclosed to all markets in which the Securities are traded.
2.2.3. Whenever possible, the disclosure of any Material Facts shall occur before the commencement or after the closure of business at Stock Markets, provided that, in the event of incompatible times with other markets, the time of operation of the Brazilian Stock Market shall prevail.
2.2.4. The Persons Subject to the Policies shall inform any Material Facts they are aware of, in writing, to the Investor Relations Officer, so his/her may take the measures necessary in order to disclose the information, as provided by law, Regulation and in this Disclosure Policy, except for the events in which such information must not be disclosed, as set forth in item 2.3.
2.2.4.1 If the Persons Subject to the Policies are personally aware of a Material Fact and verify the omission, by the Investor Relations Officer, in complying with his/her duty of communication and disclosure, including in the event set forth in the sole paragraph of article 6 of Instruction No. 358/02, they shall only be exempt from liability if they immediately notify such Material Fact to CVM.
2.2.4.2. The communication referred to in item 2.2.4. shall be dismissed upon proven awareness of such Material Fact by the Investor Relations Officer and the decision of not disclose such information, taken pursuant to the provisions set forth in this Disclosure Policy.
2.2.5. The Company (i) does not comment, rumors or speculations originated in the market, except under extreme situations that imply or may imply the significant volatility of the Companys Securities; and (ii) does not disclose or
Draft February 20, 2015
provide prospective information (guidance), except in extraordinary cases in which Companys management deems necessary to do so.
2.2.6. When the information to be disclosed is not classified as a Material Fact, other disclosure means shall be used such as notices to the market, press releases, notices to shareholders, as the case may be, subject to, to the extent possible, item 2.2.3.
2.3.EXCEPTION FOR IMMEDIATE DISCLOSURE
2.3.1. The disclosure of Material Facts may be postponed in exceptional situations if such disclosure implies in putting Ultras lawful interest at risk.
2.3.2. The postponing of disclosure of Material Facts shall be subject to the decision (a) by Controlling Shareholders, if any, and provided that such information is restricted to such shareholders, or (b) by the Committee.
2.3.3. If information related to an undisclosed Material Fact gets out of control, or in the events of atypical fluctuation of the price of the Securities or traded volume, such Material Fact must be disclosed to the market, subject to, to the extent possible, item 2.2.3.
2.3.4. If an information is restricted to the Controlling Shareholders, if any, and such Controlling Shareholders decide not to disclose such information, they shall notify the Investor Relations Officer, and he/she shall notify the Committee, with respect to the existing Material Fact, whether due to atypical fluctuation of the price or traded volume of the Securities or due to examination by the Investor Relations Officer, so that the necessary immediate disclosure is analyzed.
2.4.DUTIES OF THE INVESTOR RELATIONS OFFICER
2.4.1. The Investor Relations Officer shall:
(a) disclose the Material Fact, simultaneously to the CVM, SEC and the Stock Markets and markets in general, immediately after the occurrence thereof, subject to item 2.2.3.;
(b) ensure the wide and immediate dissemination of such Material Facts in all markets where the Securities are authorized to trade, except for the provision of item 2.3.;
(c) render all additional clarifications as to such Material Fact, when requested to do so by the appropriate authorities or by any Stock Markets;
(d) should there be an unusual oscillation in the price or trading volume of the Companys Securities, the Investor Relations Officer must question the persons with potential access to Privileged Information in order to establish whether they are aware of any information that must be disclosed to the market;
(e) electronically communicate any existing Ordinary and Extraordinary Trading Restrictions;
(f) follow up on information received from the Accredited Stockbrokers as to Securities traded by Persons Subject to the Policies, submitting his/her conclusions to the Committee whenever doubts arise with respect to compliance with the Policies;
(g) provide the Stock Market with information related to any disposal or acquisition of Material Ownership Interest, as provided for in item 2.6.3.; and
Draft February 20, 2015
(h) instruct the Accredited Stockbrokers, in writing, not to register the transactions undertaken by the Persons Subject to the Policies, during the periods of Ordinary Trading Restriction referred to in item 3.3.1.(b), (c) (d) and (e).
2.5. DUTY OF CONFIDENTIALITY
2.5.1. The Persons Subject to the Policies and all persons that may have access to Privileged Information or Sensitive Information must keep the confidentiality of such Privileged Information or Sensitive Information still not disclosed by the Company.
2.5.2. The Persons Subject to the Policies and all persons that may have access to Privileged Information or Sensitive Information must not discuss any Privileged Information or Sensitive Information at public places or in the presence of third parties.
2.5.3. Privileged Information or Sensitive Information may only be discussed with those who are required to be aware of them, subject to item 2.5.5., and to the extent legally permitted.
2.5.4. The Persons Subject to the Policies who, inadvertently or without authorization, communicate, in any way, personally or through third parties, any Privileged Information or Sensitive Information to any third party, before such Privileged Information or Sensitive Information is disclosed to the market, must immediately inform such act to the Investor Relations Officer so that he/she may take the applicable measures.
2.5.5. Sensitive Information may only be disclosed to third parties upon the execution of agreements that obligate the receiving party (i) to keep the confidentiality of such information, and (ii) not to trade Securities based on such information. This provisions is not applicable to the disclosure of information to a person who is required by law to comply with such duties.
2.5.6. In addition to the Persons Subject to the Policies, all persons that have access to information owned by or of the interest of Ultra must keep the confidentiality of such information and adopt discretion and sobriety when such information has to be disclosed to third parties at Ultras interest, or when such information has to be disclosed as provided by the Disclosure Policy, by law or Regulation.
2.6. COMMUNICATION AND DISCLOSURE WITH RESPECT TO DISPOSAL OR ACQUISITION OF MATERIAL OWNERSHIP INTEREST
2.6.1. The Controlling Shareholders, if any, and the shareholders who elect members of the Board of Directors or member of the Fiscal Council of the Company, as well as any individual or legal entity, or group of persons, acting jointly or representing the same interest, that held a Material Ownership Interest, must inform the Company with respect to the disposal or acquisition of Material Ownership Interest.
2.6.2. Upon the intention to change the composition of the shareholding control or administrative structure of the Company, or upon an acquisition that results in the obligation to perform a public offer, the acquiror must disclose the information required by Instruction No. 358/02 by the press.
2.6.3. The Investor Relations Officer shall send information to the CVM, SEC and the Stock Market.
Draft February 20, 2015
III. TRADING POLICY
3.1. | SPECIFIC PURPOSES |
3.1.1. The purposes of the Trading Policy are to:
(a) | prevent and prohibit the improper use of Privileged Information and Sensitive Information owned by Ultra; and |
(b) | provide the rules and guidelines to be adopted for Securities traded by the Persons Subject to the Policies, including with respect to periods of trading restriction or conditions to be complied with for the trading of Securities to be permitted in such periods. |
3.2. | GENERAL RULES |
3.2.1. The Persons Subject to the Policies may not use Privileged Information in order to obtain, directly or indirectly, for themselves or to third parties, any pecuniary advantages, including through the trading of Securities.
3.2.2. Before the disclosure to the public of Privileged Information pursuant to the Policies, Securities may not be traded by Persons Subject to the Policies that are aware of such Privileged Information or of the date of disclosure thereof.
3.2.3. The Securities may not be traded by Persons Subject to the Policies (i) in the event of public offer for distribution of Securities, until the disclosure of the announcement of its closing, subject to the exceptions set forth in Instruction No. 400/03; and (ii) in the event of public offering for distribution of Securities with restricted efforts, during the period of ninety (90) days counted as from the subscription or acquisition of certain Securities by the investor, pursuant to the terms of Instruction No. 476/09.
3.2.4. Short swing transaction with the Securities may not be carried out by the Persons Subject to the Policies, who may not dispose the Securities acquired by them over the last six (6) months.
3.2.5. The restrictions set forth in this Trading Policy are not applicable to trading performed by investment funds whose Persons Subject to the Policies are quotaholders of, provided that:
(a) | such investment funds are not exclusive; and |
(b) | trading decisions made by the manager of such investment fund are not influenced by quotaholders. |
3.2.6. The Company or the Persons Subject to the Policies may only trade Securities through the Accredited Stockbrokers.
3.2.7. The Accredited Stockbrokers must be instructed by the Investor Relations Officer to inform him/her, on a daily basis, or at his/her request, all Securities traded by Persons Subject to the Policies. The Investor Relations Officer shall, based on such information, monitor and analyze Securities traded by Persons Subject to the Policies, in order to verify compliance with the Policies.
3.2.8. The repurchase of shares issued by the Company shall be subject to to previous approval by general shareholders meeting whenever:
Draft February 20, 2015
(a) | performed outside organized markets of Securities, (i) envolves, even by several single operations, more than five per cent (5%) of type or class of shares in less than eighteen (18) months; (ii) the price is ten per cent (10%) over, in case of adquiring, or ten per cent (10%) less in case of disposal, than the average weight for last stock exchange prices; or (iii) the counterparty is related to the Company; or |
(b) | if it has the purpose to modify or to preserve the composition of the shareholding control or administrative structure of the Company. |
3.3. | TRADING RESTRICTIONS |
3.3.1. The Persons Subject to the Policies and the Company itself may not trade Securities, regardless of determination by the Investor Relations Officer or the Committee (Ordinary Trading Restrictions):
(a) whenever any Material Fact which the Persons Subject to the Policies and the Company are aware of is pending of disclosure;
(b) in | the period of fifteen (15) days prior to the disclosure of ITR and SFS forms; |
(c) whenever any periods of trading restriction related to the event of public offering for distribution of Securities, as provided for in item 3.2.3.;
(d) as from the time they have access to information with respect to the intention to perform a merger, total or partial spin-off, transformation or consolidation involving the Company; and
(e) during | any share acquisition or disposal program undertaken by the Company itself. |
3.3.1.1. The restriction set forth in item e above shall only be effective during the days in which repurchase is actually performed by the Company, provided that: (i) the week days in which the Company will trade in the market are established; and (ii) the Investor Relations Officer informs the Persons Subject to the Policies of such days and instructs the Accredited Stockbrokers on the days the restriction will be effective.
3.3.2. Without prejudice to the Ordinary Trading Restrictions, the Committee may establish other Securities trading restriction periods (Extraordinary Trading Restrictions), applicable to the Persons Subject to the Policies or to a part of them, whether due to the holding of Privileged Information, or to protect Ultras image.
3.3.3. In the event of an Extraordinary Trading Restriction, the Investor Relations Officer shall immediately electronically communicate the Persons Subject to the Policies or those subject to the restriction, the period in which the trading of Securities will be restricted, without providing the reasons for such restriction.
3.3.4. The Committee will not be required to justify the decision to establish an Extraordinary Trading Restriction, and information on the existence of such Extraordinary Trading Restriction must be treated with confidentiality by the persons subject to such restriction.
3.3.5. The Board of Directors of the Company may not deliberate on the acquisition or disposal of shares issued by the Company itself in the event any agreement or contract has been entered into in order to transfer shareholding control (direct or indirect) of the Company, or in the event an option or power of attorney has been granted for this purpose, as well as upon the existence of the firm intention to promote a merger, total or partial spin-off, consolidation, transformation or corporate reorganization of the Company, and while such transaction is not disclosed to the public as Material Fact.
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3.4. | EXCEPTIONS TO TRADING PROHIBITIONS |
3.4.1. The trading restrictions shall not apply to: (a) transactions with shares held in treasury, through a private trading, or the subscription of new shares, provided that such private trading or subscription result from the exercise of a call option arising out of, and pursuant to, the stock option plan approved at general shareholders meeting; and (b) potential repurchases by the Company, also through a private trading, of shares referred to in sub-item a of this item.
3.4.2. The trading restrictions set forth in item 3.3.1. shall not apply to Persons Subject to the Policies when their transactions are carried out as long-term investment through Individual Investment Programs approved by the Committee, and as from the date of its approval.
3.5. INDIVIDUAL INVESTMENT PROGRAMS
3.5.1. The Persons Subject to the Policies may request Individual Investment Programs to be filed at the Company, which shal be submitted to the analysis of the Committee with respect to their compatibility with the provisions set forth in the Policies and Regulation, provided that such programs are submitted when no Material Fact is pending disclosure
3.5.2. The Individual Investment Programs will be duly filed at the Company and shall follow the specifications below:
(a) before the Individual Investment Programs are filed, the calendar including the specific disclosure dates of ITR and SFS forms must be approved;
(b) the Individual Investment Programs may not be filed during (a) the period of any trading restriction, respecting item 3.5.3., and (b) the period of fifteen (15) days before disclosure of ITR and SFS forms;
(c) the beneficiaries may only trade the Securities covered by Individual Investment Programs, or by a modification in a program, six (6) months after the Committees approval;
(d) the | Individual Investment Programs shall establish: |
(i) the irrevocable and irreversible commitment of participants to trade Securities as of the dates established in the Individual Investment Programs, previously indicating the volume of proper funds to be traded;
(ii) the type and the class of Securities subject to the investment or divestiture;
(iii) the obligation to extend the purchase commitment, even after the lapse of the period originally established to bind the participant to the plan, upon a pending Material Fact not disclosed to the market; and
(iv) the obligation of the beneficiaries of the Individual Investment Program to revert to the Company any losses prevented or gains at trading with Securities, arising out of the potential change of the disclosure dates of ITR and SFS forms, ascertained based on reasonable criteria to be established by such Individual Investment Program.
(e) the | beneficiaries shall not: |
(i) maintain simultaneously more than one Individual Investment Program; and
Draft February 20, 2015
(ii) perform transactions that shall nullify or mitigate economic effects of the transactions determined by the Individual Investment Program.
3.5.3. The Individual Investment Programs may be filed at the Company during the effectiveness of a stock repurchase program approved by the Company, provided that participants must comply with all trading rules applicable according to these Policies.
3.6.ACCREDITTED STOCKBROKERS
3.6.1. In order to assure proper Security trading standards and compliance with the rules provided for in the Policies, the Persons Subject to the Policies may only trade the Securities upon intermediation by the Accredited Stockbrokers indicated by the Committee.
3.6.2. The Company must provide the Accredited Stockbrokers with a list of the Persons Subject to the Policies, as set forth in item 5.2.1., also providing, in case of changes, any necessary update. The Accredited Stockbrokers will not be informed by the Company with respect to (i) the occurrence of the event set forth in item 3.3.1.(a); and (ii) Extraordinary Trading Restrictions, but will be informed on any other event of Ordinary Trading Restriction.
3.6.3. The Accredited Stockbrokers will be instructed, in writing, by the Investor Relations Officer not to register the transactions carried out by the Persons Subject to the Policies during the periods of Ordinary Trading Restriction referred to in item 3.3.1.(b), (c) (d) and (e), and the Accredited Stockbrokers must daily inform to the Company, in writing or by electronic means, all transactions with Securities carried out by the Persons Subject to the Policies.
IV. INFRACTIONS AND SANCTIONS
4.1. Any violations to the rules set forth in the Policies verified by the Persons Subject to the Policies must be immediately reported to the Investor Relations Officer.
4.2. Without prejudice of legal sanctions (administrative, civil or criminal), the Committee shall adopt applicable measures, upon non-compliance with the Policies, including, as the case may be, (a) communication to the competent authorities, (b) dismissal of the Persons Subject to the Policies, without prejudice to the other legal applicable measures, and (c) reporting such matter to the Board of Directors, so that additional measures potentially applicable may be adopted.
4.3. Without prejudice of the applicable sanctions, the Persons Subject to the Policies responsible for non-compliance with any provision set forth in the Policies shall reimburse Ultra, fully and without limitation, of all losses resulting from such non-compliance.
V. FINAL PROVISIONS
5.1. The Policies shall be in full force as of the date they are approved by the Board of Directors of the Company for indefinite term. These Policies may only be amended upon resolution by the Board of Directors of the Company, provided that no amendments may be performed during a pending Material Fact to be disclosed to the market.
5.2. After the approval of the Policies by the Board of Directors, the Company must obtain the express adhesion by the Persons Subject to the Policies upon the execution of the Instrument of Adhesion, pursuant to Attachment II.
Draft February 20, 2015
5.2.1. The Investor Relations Officer shall maintain a file with the name, qualification, position, function or relation to the Company, address, e-mail, Individual Taxpayer Registry (CPF) or Corporate Taxpayer Registry (CNPJ) of the Persons Subject to the Policies, which file must be updated whenever changes occur.
5.2.2. The file referred to in item 5.2.1. must be kept at Companys headquarters and must be made available to the CVM.
5.3. In case the Persons Subject to the Policies are not subject to them anymore, they should refrain from trading Securities (i) before the public disclosure of Privileged Information related to the business or to the fact initiated during their relationship with Ultra, or (ii) for six (6) months counted as of their removal, whichever occurs first.
5.4. The rules set forth in the Policies:
I apply both to trading carried out at stock market or over the counter market, organized or not, and to trading carried out without the intermediation by an institution comprising the distribution system; and
II apply to trading directly or indirectly carried out by the Persons Subject to the Policies, whether such trading occur through a controlled company, or a third party with whom a fiduciary or share or portfolio management agreement is entered into.
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ATTACHMENT I DEFINITIONS
For purposes of the Policies, the following terms shall have the following meaning:
Controlling Shareholders: Shareholder or Group of Shareholders holding and exercising control of the Company directly or indirectly, as defined in the Bylaws;
Managers: with respect to the Company and its Subsidiaries, the members of the Board of Directors, statutory officers, the members of the Fiscal Council, if any, and the members of any other bodies with technical or advisory functions aventually constituted by statutory provision;
Stock Market: BM&FBovespa, NYSE and any other Stock Market or organized over the counter market in which Companys Securities are admitted for trading, in Brazil or abroad;
BM&FBovespa: BM&F BOVESPA S.A.BOLSA DE VALORES, MERCADORIAS E FUTUROS;
Committee: is the Disclosure and Trading Committee, defined in item 1.4.1.;
Company or Ultrapar: Ultrapar Participações S.A.;
Accredited Stockbrokers: stockbrokers especially accredited by the Company for its Securities to be traded by Persons Subject to the Policies;
Spouse: the spouses or companion(s);
CVM: Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários);
Dependents: any dependent included in the annual tax return provided by Persons Subject to the Policies;
SFS: the Standard Financial Statements of the Company;
Investor Relations Officer: Ultrapars Investor Relations Officer;
Bylaws: Ultrapars bylaws.
Material Notice: has the meaning attributed to it in item 1.2.2.;
Privileged Information: has the meaning attributed to it in item 1.2.2.;
Sensitive Information: has the meaning attributed to it in item 1.2.2.;
ITR: Companys quarterly information;
Instruction No. 358/02: means CVM Instruction No. 358, dated January 3, 2002;
Instruction No. 400/03: means CVM Instruction No. 400, dated December 29, 2003;
Instruction No. 476/09: means CVM Instruction No. 476, dated January 16, 2009;
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NYSE: the New York Stock Exchange;
Material Ownership Interest: direct or indirect interest corresponding to 5% (five percent) or more of shares issued by the Company, as well as the rights attributed to the shares and other Securities issued by the Company;
Persons Subject to the Policies: has the meaning attributed to it in item 1.3.;
Policies: has the meaning attributed to it in item 1.1.1.;
Disclosure Policy: Ultras Material Notice Disclosure Policy;
Trading Policy: Ultras Securities Trading Policy;
Individual Investment Programs: the written instrument through which a Person Subject to the Policies undertakes to, voluntarily, irrevocably and irreversibly, invest or divest Securities at pre-established dates or periods, or upon the occurrence of certain conditions which implementation it not under its control, prepared pursuant to the provisions set forth in paragraph 3 of article 15 of Instruction No. 358/02;
Regulation: the rules issued by CVM and other regulatory and self-regulatory bodies which the Company is subject to;
SEC: the U.S. Securities and Exchange Commission;
Instrument of Adhesion: the document to be entered into pursuant to Attachment II;
Arrangements: has the meaning attributed to it in item 1.2.2.;
Ultra: Ultrapar and its subsidiaries in Brazil and abroad;
Ultrapar: Ultrapar Participações S.A.;
Securities: all and any securities issued by the Company or related to such Securities;
Ordinary Trading Restrictions: has the meaning attributed to it in item 3.3.1.; and
Extraordinary Trading Restrictions: has the meaning attributed to it in item 3.3.2.
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ATTACHMENT II INSTRUMENT OF ADHESION
INSTRUMENT OF ADHESION
By this instrument (Instrument of Adhesion) [name, qualification and e-mail], undersigned below, as [indicated relation with Ultra], hereby adheres to the MATERIAL NOTICE DISCLOSURE POLICY and the TRADING POLICY OF SECURITIES ISSUED BY ULTRAPAR PARTICIPAÇÕES S.A. (Policies and Company, respectively), which copies are hereby delivered, and represents:
(i) to be fully aware of all terms set forth in the Policies, and to comply with the rules set forth therein;
(ii) to be aware that Trading Restrictions of securities issued by the Company will be informed, pursuant to the Policies, through the e-mail indicated in this Instrument of Adhesion; and
(iii) to be aware that he/she is responsible for non-compliance with any provision set forth in the Policies, and that he/she shall reimburse, without prejudice to the applicable sanctions, Ultra, as defined in the Policies, fully and without limitation, of all losses arising out of such non-compliance.
..............., ..............., ........., ..........
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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: Marchr 23, 2016
ULTRAPAR HOLDINGS INC. | ||
By: | /s/ Andre Pires de Oliveira Dias | |
Name: Andre Pires de Oliveira Dias Title: Chief Financial and Investor Relations Officer |
Amended numbering of the item 3.6 and its cross-reference in the item 1.4.1 (g) of the Material Fact Disclosure Policy And Securities Trading Policy.