|
|
|
|
|
|
|
Ultrapar
Participações S.A. and Subsidiaries
(Convenience
Translation into English from the Original Previously Issued in
Portuguese)
Interim
financial information
June
30, 2009
|
|
|
|
|
Ultrapar Participações S.A. and
Subsidiaries
Interim financial
statements
as of June 30,
2009
|
|
|
|
|
|
|
|
Table of
contents
|
|
|
|
Independent auditors’
report
|
3
|
|
|
Identification
|
4
|
|
|
Balance
sheets
|
5 - 6
|
|
|
Income
statements
|
7 - 8
|
|
|
Statements of changes in
shareholders’ equity
|
9 - 10
|
|
|
Statements of cash flows -
Indirect method
|
11 - 14
|
|
|
Notes to the financial
statements
|
15 - 67
|
|
|
Characteristics of
debentures
|
68
|
|
|
Other
information considered material by the
company
|
69
-
70
|
|
|
Investment
in the subsidiaries
|
71
|
|
|
MD&A
– Analysis of consolidated earnings
|
72
|
Independent
accountant’s review report
To the
Board of Directors and Shareholders
Ultrapar
Participações S.A.
São Paulo
- SP
|
1.
|
We
have reviewed the Quarterly Financial Information of Ultrapar
Participações S.A. (the Company) and the consolidated Quarterly Financial
Information of the Company and its subsidiaries for the quarter ended June
30, 2009, comprising the balance sheet, the statements of income, changes
in shareholders’ equity, cash flows, explanatory notes
and management report, which are the responsibility of
its management.
|
|
2.
|
Our
review was conducted in accordance with the specific rules set forth by
the IBRACON - The Brazilian Institute of Independent Auditors, in
conjunction with the Federal Accounting Council - CFC and consisted mainly
of the following: (a) inquiry and discussion with management responsible
for the accounting, financial and operational areas of the Company and its
subsidiaries, regarding the main criteria adopted in the preparation of
the Quarterly Financial Information; and (b) reviewing information and
subsequent events that have
or may have relevant effects on the financial position and
operations of the Company and its
subsidiaries.
|
|
3.
|
Based
on our review, we are not aware of any material modifications that should
be made to the Quarterly Financial Information described above, for these
to be in accordance with the rules issued by the Brazilian Securities and
Exchange Commission (CVM), which are applicable to the preparation of the
Quarterly Financial Information.
|
|
4.
|
As
mentioned in Explanatory Note 2, due to the changes in the accounting
practices adopted in Brazil during 2008, the statements of income, changes
in shareholders’ equity and cash flows, for the period ended June 30,
2008, presented for comparison purposes, were adjusted and restated, as
required by NPC 12 – Accounting Policies, Changes in Accounting Estimates
and Correction of Errors, approved by CVM Resolution
506/06.
|
August
11, 2009
KPMG
Auditores Independentes
CRC
2SP014428/O-6
Anselmo
Neves Macedo
|
Alexandre
Heinermann
|
Accountant
CRC 1SP160482/O-6
|
Accountant
CRC 1SP228175/O-0
|
Ultrapar
Participações S.A. and Subsidiaries
(Convenience
Translation into English from the Original Previously Issued in
Portuguese)
01.01 -
CAPITAL COMPOSITION
|
Number
of shares
|
Current
quarter
|
Prior
quarter
|
Same
quarter in prior year
|
(Thousands)
|
06/30/2009
|
03/31/2009
|
06/30/2008
|
Paid-up
Capital
|
1 -
Common
|
49,430
|
49,430
|
49,430
|
2 -
Preferred
|
86,666
|
86,666
|
86,666
|
3 -
Total
|
136,096
|
136,096
|
136,096
|
Treasury
Share
|
4 -
Common
|
7
|
7
|
7
|
5 -
Preferred
|
2,201
|
2,201
|
2,300
|
6 -
Total
|
2,208
|
2,208
|
2,307
|
01.02
- DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
|
1
- ITEM
|
2
- EVENT
|
3
- APPROVAL
|
4
- REVENUE
|
5
- BEGINNING OF PAYMENT
|
7
- TYPE OF SHARE
|
8
- AMOUNT PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01.03
- SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT YEAR
|
1
- ITEM
|
2
- DATE OF ALTERATION
|
3
- AMOUNT OF THE CAPITAL
(IN
THOUSANDS OF REAIS)
|
4
- AMOUNT OF THE ALTERATION
(IN
THOUSANDS OF REAIS)
|
5
- NATURE OF ALTERATION
|
7
- NUMBER OF SHARES ISSUED
(THOUSAND)
|
8
- SHARE PRICE ON ISSUE DATE
(IN
REAIS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ultrapar Participações S.A. and
Subsidiaries
Balance sheets
as of June 30, 2009 and March 31,
2009
(In thousands of
Reais)
|
|
|
|
|
Parent
|
|
|
Consolidated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
6/30/2009
|
|
|
3/31/2009
|
|
|
6/30/2009
|
|
|
3/31/2009
|
|
Current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290 |
|
|
|
560 |
|
|
|
290,737 |
|
|
|
166,036 |
|
Financial
investments
|
|
|
5
|
|
|
|
162,904 |
|
|
|
41,407 |
|
|
|
1,266,097 |
|
|
|
1,403,732 |
|
Trade account
receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
1,707,884 |
|
|
|
1,451,635 |
|
Inventories
|
|
|
7
|
|
|
|
- |
|
|
|
- |
|
|
|
979,626 |
|
|
|
871,127 |
|
Recoverable
taxes
|
|
|
8
|
|
|
|
44,069 |
|
|
|
38,741 |
|
|
|
337,202 |
|
|
|
295,053 |
|
Deferred income tax and
social
contribution
|
|
|
10.a)
|
|
|
|
411 |
|
|
|
758 |
|
|
|
157,639 |
|
|
|
112,625 |
|
Dividends
receivable
|
|
|
|
|
|
|
- |
|
|
|
118,680 |
|
|
|
- |
|
|
|
- |
|
Other
receivables
|
|
|
|
|
|
|
669 |
|
|
|
39 |
|
|
|
34,257 |
|
|
|
22,561 |
|
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
- |
|
|
|
51,197 |
|
|
|
44,715 |
|
Total current
assets
|
|
|
|
|
|
|
208,343 |
|
|
|
200,185 |
|
|
|
4,824,639 |
|
|
|
4,367,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
investments
|
|
|
5
|
|
|
|
770,870 |
|
|
|
750,000 |
|
|
|
7,193 |
|
|
|
7,193 |
|
Trade account
receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
209,601 |
|
|
|
198,972 |
|
Related
companies
|
|
|
9.a)
|
|
|
|
10,810 |
|
|
|
63,419 |
|
|
|
5,640 |
|
|
|
5,305 |
|
Deferred income tax and
social
contribution
|
|
|
10.a)
|
|
|
|
171 |
|
|
|
147 |
|
|
|
378,053 |
|
|
|
402,204 |
|
Recoverable
taxes
|
|
8
|
|
|
|
4,515 |
|
|
|
- |
|
|
|
32,792 |
|
|
|
47,064 |
|
Escrow
deposits
|
|
|
|
|
|
|
250 |
|
|
|
217 |
|
|
|
94,273 |
|
|
|
54,473 |
|
Other
receivables
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
2,746 |
|
|
|
450 |
|
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
- |
|
|
|
23,021 |
|
|
|
23,747 |
|
|
|
|
|
|
|
|
786,616 |
|
|
|
813,783 |
|
|
|
753,319 |
|
|
|
739,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
12.a)
|
|
|
|
4,806,660 |
|
|
|
4,862,370 |
|
|
|
- |
|
|
|
1,189,646 |
|
Affiliates
|
|
|
12.b)
|
|
|
|
- |
|
|
|
- |
|
|
|
12,269 |
|
|
|
12,880 |
|
Others
|
|
|
|
|
|
|
59 |
|
|
|
59 |
|
|
|
26,873 |
|
|
|
21,346 |
|
Fixed
assets
|
|
13 and
16.f)
|
|
|
|
- |
|
|
|
- |
|
|
|
3,753,361 |
|
|
|
3,137,408 |
|
Intangible
assets
|
|
|
14
|
|
|
|
246,163 |
|
|
|
246,163 |
|
|
|
817,300 |
|
|
|
598,189 |
|
Deferred
charges
|
|
|
15
|
|
|
|
- |
|
|
|
- |
|
|
|
12,656 |
|
|
|
14,128 |
|
|
|
|
|
|
|
|
5,052,882 |
|
|
|
5,108,592 |
|
|
|
4,622,459 |
|
|
|
4,973,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current
assets
|
|
|
|
|
|
|
5,839,498 |
|
|
|
5,922,375 |
|
|
|
5,375,778 |
|
|
|
5,713,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
|
|
|
|
6,047,841 |
|
|
|
6,122,560 |
|
|
|
10,200,417 |
|
|
|
10,080,489 |
|
Ultrapar Participações S.A. and
Subsidiaries
Balance sheets
as of June 30, 2009 and March 31,
2009
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and
financing
|
|
|
16
|
|
|
|
- |
|
|
|
1,239,967 |
|
|
|
867,934 |
|
|
|
2,070,987 |
|
Debentures
|
|
|
16.d)
|
|
|
|
5,414 |
|
|
|
- |
|
|
|
5,414 |
|
|
|
- |
|
Finance
lease
|
|
|
16.f)
|
|
|
|
- |
|
|
|
- |
|
|
|
12,246 |
|
|
|
12,554 |
|
Suppliers
|
|
|
|
|
|
|
282 |
|
|
|
199 |
|
|
|
646,857 |
|
|
|
510,890 |
|
Salaries and related
charges
|
|
|
|
|
|
|
136 |
|
|
|
93 |
|
|
|
141,600 |
|
|
|
127,263 |
|
Taxes
payable
|
|
|
|
|
|
|
29 |
|
|
|
10 |
|
|
|
132,395 |
|
|
|
94,617 |
|
Dividends
payable
|
|
|
17.g)
|
|
|
|
1,447 |
|
|
|
119,909 |
|
|
|
7,331 |
|
|
|
126,886 |
|
Income tax and
social
contribution
payable
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
13,580 |
|
|
|
7,285 |
|
Deferred income tax and
social
contribution
|
|
|
10.a)
|
|
|
|
- |
|
|
|
- |
|
|
|
2,630 |
|
|
|
11,843 |
|
Post-employment
benefits
|
|
|
23.b)
|
|
|
|
- |
|
|
|
- |
|
|
|
10,798 |
|
|
|
8,768 |
|
Provision for
contingencies
|
|
|
22.a)
|
|
|
|
- |
|
|
|
- |
|
|
|
22,337 |
|
|
|
33,359 |
|
Other
payables
|
|
|
|
|
|
|
1,335 |
|
|
|
1,338 |
|
|
|
21,954 |
|
|
|
19,785 |
|
Total current
liabilities
|
|
|
|
|
|
|
8,643 |
|
|
|
1,361,516 |
|
|
|
1,885,076 |
|
|
|
3,024,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
|
|
|
16
|
|
|
|
- |
|
|
|
- |
|
|
|
1,830,771 |
|
|
|
2,044,489 |
|
Debentures
|
|
|
16.d)
|
|
|
|
1,191,692 |
|
|
|
- |
|
|
|
1,191,692 |
|
|
|
- |
|
Finance
lease
|
|
|
16.f)
|
|
|
|
- |
|
|
|
- |
|
|
|
8,293 |
|
|
|
10,449 |
|
Related
companies
|
|
|
9.a)
|
|
|
|
436 |
|
|
|
1,825 |
|
|
|
4,174 |
|
|
|
3,389 |
|
Deferred income tax and
social
contribution
|
|
|
10.a)
|
|
|
|
- |
|
|
|
- |
|
|
|
15,847 |
|
|
|
22,800 |
|
Provision for
contingencies
|
|
|
22.a)
|
|
|
|
5,083 |
|
|
|
4,918 |
|
|
|
287,934 |
|
|
|
103,255 |
|
Post-employment
benefits
|
|
|
23.b)
|
|
|
|
- |
|
|
|
- |
|
|
|
91,987 |
|
|
|
77,591 |
|
Other
payables
|
|
|
|
|
|
|
- |
|
|
|
92 |
|
|
|
16,739 |
|
|
|
13,493 |
|
Total non-current
liabilities
|
|
|
|
|
|
|
1,197,211 |
|
|
|
6,835 |
|
|
|
3,447,437 |
|
|
|
2,275,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority
interest
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
38,088 |
|
|
|
39,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
|
|
|
17.a)
|
|
|
|
3,696,773 |
|
|
|
3,696,773 |
|
|
|
3,696,773 |
|
|
|
3,696,773 |
|
Capital
reserve
|
|
|
17.c)
|
|
|
|
2,906 |
|
|
|
2,906 |
|
|
|
1,065 |
|
|
|
985 |
|
Revaluation
reserve
|
|
|
17.d)
|
|
|
|
9,216 |
|
|
|
9,838 |
|
|
|
9,216 |
|
|
|
9,838 |
|
Profit
reserves
|
|
17.e) and
17.f)
|
|
|
|
1,078,914 |
|
|
|
1,078,914 |
|
|
|
1,078,914 |
|
|
|
1,078,914 |
|
Treasury
shares
|
|
|
17.b)
|
|
|
|
(127,332 |
) |
|
|
(127,332 |
) |
|
|
(137,662 |
) |
|
|
(138,091 |
) |
Valuation
adjustment
|
|
3.c) and
17.h)
|
|
|
|
(4,467 |
) |
|
|
(5,648 |
) |
|
|
(4,467 |
) |
|
|
(5,648 |
) |
Cumulative
translation
adjustments
|
|
3.n) and
17.i)
|
|
|
|
578 |
|
|
|
7,239 |
|
|
|
578 |
|
|
|
7,239 |
|
Retained
earnings
|
|
|
|
|
|
|
185,399 |
|
|
|
91,519 |
|
|
|
185,399 |
|
|
|
91,519 |
|
|
|
|
17.g)
|
|
|
|
4,841,987 |
|
|
|
4,754,209 |
|
|
|
4,829,816 |
|
|
|
4,741,529 |
|
Total liabilities
and
shareholders’
equity
|
|
|
|
|
|
|
6,047,841 |
|
|
|
6,122,560 |
|
|
|
10,200,417 |
|
|
|
10,080,489 |
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Income statements
For the quarters ended June 30, 2009 and
2008
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue from sales and
services
|
|
|
3.a)
|
|
|
|
- |
|
|
|
- |
|
|
|
10,108,414 |
|
|
|
7,303,512 |
|
Deduction on sales and
services
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(486,596 |
) |
|
|
(311,141 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue from sales and
services
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
9,621,818 |
|
|
|
6,992,371 |
|
Cost of products and services
sold
|
|
|
3.a)
|
|
|
|
- |
|
|
|
- |
|
|
|
(8,927,485 |
) |
|
|
(6,504,689 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
income
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
694,333 |
|
|
|
487,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from investments in
subsidiaries and affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of subsidiaries
and
affiliates
|
|
12.a) and
12.b)
|
|
|
|
112,696 |
|
|
|
125,456 |
|
|
|
139 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and
marketing
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(230,911 |
) |
|
|
(136,314 |
) |
General and
administrative
|
|
|
|
|
|
|
(499 |
) |
|
|
(413 |
) |
|
|
(182,620 |
) |
|
|
(127,427 |
) |
Depreciation and
amortization
|
|
|
|
|
|
|
- |
|
|
|
(12,368 |
) |
|
|
(66,446 |
) |
|
|
(69,472 |
) |
Other net operating
income
|
|
|
|
|
|
|
1,598 |
|
|
|
(4 |
) |
|
|
748 |
|
|
|
10,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before financial
income and other revenues
|
|
|
|
|
|
|
113,795 |
|
|
|
112,671 |
|
|
|
215,243 |
|
|
|
164,489 |
|
Net financial
income
|
|
|
20
|
|
|
|
(20,150 |
) |
|
|
(11,020 |
) |
|
|
(86,875 |
) |
|
|
(11,625 |
) |
Other
income
|
|
|
18
|
|
|
|
- |
|
|
|
(1 |
) |
|
|
6,873 |
|
|
|
910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before social
contribution and income tax
|
|
|
|
|
|
|
93,645 |
|
|
|
101,650 |
|
|
|
135,241 |
|
|
|
153,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social contribution and income
tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
10.b)
|
|
|
|
- |
|
|
|
- |
|
|
|
(49,435 |
) |
|
|
(26,934 |
) |
Deferred
charges
|
|
|
10.b)
|
|
|
|
(323 |
) |
|
|
8,092 |
|
|
|
6,026 |
|
|
|
(20,707 |
) |
Tax
incentives
|
|
10.b) and
10.c)
|
|
|
|
- |
|
|
|
- |
|
|
|
2,843 |
|
|
|
7,399 |
|
|
|
|
|
|
|
|
(323 |
) |
|
|
8,092 |
|
|
|
(40,566 |
) |
|
|
(40,242 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interest
and employee statutory interest
|
|
|
|
|
|
|
93,322 |
|
|
|
109,742 |
|
|
|
94,675 |
|
|
|
113,532 |
|
Employee statutory
interest
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,660 |
) |
Minority
interest
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(1,353 |
) |
|
|
(1,130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the
period
|
|
|
|
|
|
|
93,322 |
|
|
|
109,742 |
|
|
|
93,322 |
|
|
|
109,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per equity share
(annual weighted average) - R$
|
|
|
|
|
|
|
0.69702 |
|
|
|
0.82026 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Income statements
For the six-month periods ended June 30,
2009 and 2008
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue from sales and
services
|
|
|
3.a)
|
|
|
|
- |
|
|
|
- |
|
|
|
16,833,572 |
|
|
|
13,523,962 |
|
Deduction on sales and
services
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(800,368 |
) |
|
|
(604,179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue from sales and
services
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
16,033,204 |
|
|
|
12,919,783 |
|
Cost of products and services
sold
|
|
|
3.a)
|
|
|
|
- |
|
|
|
- |
|
|
|
(14,812,688 |
) |
|
|
(11,965,942 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
income
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
1,220,516 |
|
|
|
953,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from investments in
subsidiaries and affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of subsidiaries
and
affiliates
|
|
12.a) and
12.b)
|
|
|
|
229,140 |
|
|
|
241,400 |
|
|
|
39 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and
marketing
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(382,106 |
) |
|
|
(271,380 |
) |
General and
administrative
|
|
|
|
|
|
|
(1,700 |
) |
|
|
(466 |
) |
|
|
(327,186 |
) |
|
|
(257,157 |
) |
Depreciation and
amortization
|
|
|
|
|
|
|
- |
|
|
|
(24,194 |
) |
|
|
(123,703 |
) |
|
|
(138,360 |
) |
Other net operating
income
|
|
|
|
|
|
|
1,597 |
|
|
|
(11 |
) |
|
|
5,452 |
|
|
|
16,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before financial
income and other revenues
|
|
|
|
|
|
|
229,037 |
|
|
|
216,729 |
|
|
|
393,012 |
|
|
|
303,945 |
|
Net financial
income
|
|
|
20
|
|
|
|
(44,895 |
) |
|
|
(37,718 |
) |
|
|
(145,866 |
) |
|
|
(48,819 |
) |
Other
income
|
|
|
18
|
|
|
|
- |
|
|
|
(1 |
) |
|
|
9,911 |
|
|
|
7,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before social
contribution and income tax
|
|
|
|
|
|
|
184,142 |
|
|
|
179,010 |
|
|
|
257,057 |
|
|
|
262,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social contribution and income
tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
10.b)
|
|
|
|
- |
|
|
|
- |
|
|
|
(78,215 |
) |
|
|
(72,805 |
) |
Deferred
charges
|
|
|
10.b)
|
|
|
|
339 |
|
|
|
21,208 |
|
|
|
(1,430 |
) |
|
|
258 |
|
Tax
incentives
|
|
10.b) and
10.c)
|
|
|
|
- |
|
|
|
- |
|
|
|
9,777 |
|
|
|
15,973 |
|
|
|
|
|
|
|
|
339 |
|
|
|
21,208 |
|
|
|
(69,868 |
) |
|
|
(56,574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interest
and employee statutory interest
|
|
|
|
|
|
|
184,481 |
|
|
|
200,218 |
|
|
|
187,189 |
|
|
|
205,779 |
|
Employee statutory
interest
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,882 |
) |
Minority
interest
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(2,708 |
) |
|
|
(1,679 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the
period
|
|
|
|
|
|
|
184,481 |
|
|
|
200,218 |
|
|
|
184,481 |
|
|
|
200,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per equity share
(annual weighted average) - R$
|
|
|
|
|
|
|
1.37788 |
|
|
|
1.49652 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and Subsidiaries
Statements of changes in shareholders’
equity in the parent company
Fiscal period ended June 30,
2009
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit
reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
Share
capital
|
|
|
Capital
reserve
|
|
|
Revaluation reserve in
subsidiaries
|
|
|
Legal
reserve
|
|
|
Retention of
profits
|
|
|
Valuation
adjustment
|
|
|
Cumulative translation
adjustments
|
|
|
Retained
earnings
|
|
|
Treasury
shares
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2008
|
|
|
|
|
|
3,696,773 |
|
|
|
2,906 |
|
|
|
10,280 |
|
|
|
119,575 |
|
|
|
959,339 |
|
|
|
(6,248 |
) |
|
|
8,309 |
|
|
|
- |
|
|
|
(127,332 |
) |
|
|
4,663,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realization of revaluation
reserve
|
|
|
17.d)
|
|
|
|
- |
|
|
|
- |
|
|
|
(1,064 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,064 |
|
|
|
- |
|
|
|
- |
|
Income tax and social contribution
on realization of revaluation reserve
of subsidiaries
|
|
|
17.d)
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(146 |
) |
|
|
- |
|
|
|
(146 |
) |
Valuation adjustments for
financial
instruments
|
|
|
3.c)
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,781 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,781 |
|
Currency translation of
foreign subsidiaries
|
3.n)
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7,731 |
) |
|
|
- |
|
|
|
- |
|
|
|
(7,731 |
) |
Net income for the
period
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
184,481 |
|
|
|
- |
|
|
|
184,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30,
2009
|
|
|
|
|
|
|
3,696,773 |
|
|
|
2,906 |
|
|
|
9,216 |
|
|
|
119,575 |
|
|
|
959,339 |
|
|
|
(4,467 |
) |
|
|
578 |
|
|
|
185,399 |
|
|
|
(127,332 |
) |
|
|
4,841,987 |
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Statements of changes in shareholders’
equity in the consolidated
Fiscal period ended June 30,
2009
(In thousands of
Reais, except dividends per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit
reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
Share
capital
|
|
|
Capital
reserve
|
|
|
Revaluation reserve in
subsidiaries
|
|
|
Legal
reserve
|
|
|
Retention of
profits
|
|
|
Valuation
adjustment
|
|
|
Cumulative translation
adjustments
|
|
|
Retained
earnings
|
|
|
Treasury
shares
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2008
|
|
|
|
|
|
3,696,773 |
|
|
|
855 |
|
|
|
10,280 |
|
|
|
119,575 |
|
|
|
959,339 |
|
|
|
(6,248 |
) |
|
|
8,309 |
|
|
|
- |
|
|
|
(138,807 |
) |
|
|
4,650,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realization of revaluation
reserve
|
|
|
17.d)
|
|
|
|
- |
|
|
|
- |
|
|
|
(1,064 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,064 |
|
|
|
- |
|
|
|
- |
|
Income tax and social contribution
on realization of revaluation reserve
of subsidiaries
|
17.d)
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(146 |
) |
|
|
- |
|
|
|
(146 |
) |
Valuation adjustments for
financial
Instruments
|
|
|
3.c)
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,781 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,781 |
|
Currency translation of
foreign
subsidiaries
|
|
|
3.n)
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7,731 |
) |
|
|
- |
|
|
|
- |
|
|
|
(7,731 |
) |
Treasury
shares
|
|
|
|
|
|
|
- |
|
|
|
210 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,145 |
|
|
|
1,355 |
|
Net income for the
period
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
184,481 |
|
|
|
- |
|
|
|
184,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30,
2009
|
|
|
|
|
|
|
3,696,773 |
|
|
|
1,065 |
|
|
|
9,216 |
|
|
|
119,575 |
|
|
|
959,339 |
|
|
|
(4,467 |
) |
|
|
578 |
|
|
|
185,399 |
|
|
|
(137,662 |
) |
|
|
4,829,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Statements of cash flows - Indirect
method
(In thousands of
Reais)
For the quarters
ended June 30, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the period
|
|
|
|
|
|
93,322 |
|
|
|
109,742 |
|
|
|
93,322 |
|
|
|
109,742 |
|
Adjustments
to reconcile net income to cash provided by operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
in income of subsidiaries and affiliates
|
|
|
12
|
|
|
|
(112,696 |
) |
|
|
(125,456 |
) |
|
|
(139 |
) |
|
|
(9 |
) |
Depreciation
and amortization
|
|
|
|
|
|
|
- |
|
|
|
12,368 |
|
|
|
105,483 |
|
|
|
89,287 |
|
PIS
and COFINS credits on depreciation
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
2,544 |
|
|
|
900 |
|
Interest,
monetary and exchange rate changes
|
|
|
|
|
|
|
18,719 |
|
|
|
34,173 |
|
|
|
(65,239 |
) |
|
|
(6,227 |
) |
Deferred
income tax and social contribution
|
|
|
10.b)
|
|
|
|
323 |
|
|
|
(8,092 |
) |
|
|
(6,026 |
) |
|
|
20,707 |
|
Minority
interest in income
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
1,353 |
|
|
|
1,130 |
|
Proceeds
from sale of fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(6,055 |
) |
|
|
(980 |
) |
Others
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
1,031 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
received from subsidiaries
|
|
|
|
|
|
|
218,681 |
|
|
|
109,818 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
103,992 |
|
|
|
(268,213 |
) |
Inventories
|
|
|
7
|
|
|
|
- |
|
|
|
- |
|
|
|
180,214 |
|
|
|
49,567 |
|
Recoverable
taxes
|
|
|
8
|
|
|
|
(5,328 |
) |
|
|
4,683 |
|
|
|
18,099 |
|
|
|
(4,087 |
) |
Other
receivables
|
|
|
|
|
|
|
(632 |
) |
|
|
1,907 |
|
|
|
(10,224 |
) |
|
|
9,854 |
|
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
647 |
|
|
|
5,790 |
|
|
|
3,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
|
|
|
|
83 |
|
|
|
489 |
|
|
|
(94,293 |
) |
|
|
48,754 |
|
Wages
and employee benefits
|
|
|
|
|
|
|
43 |
|
|
|
12 |
|
|
|
(221 |
) |
|
|
21,959 |
|
Taxes
payable
|
|
|
|
|
|
|
19 |
|
|
|
(11,900 |
) |
|
|
21,609 |
|
|
|
(50,712 |
) |
Income
tax and social contribution
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
6,088 |
|
|
|
(3,117 |
) |
Other
payables
|
|
|
|
|
|
|
(1 |
) |
|
|
(11,876 |
) |
|
|
(40,782 |
) |
|
|
(23,931 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in long-term assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
(19,528 |
) |
|
|
(21,688 |
) |
Recoverable
taxes
|
|
|
8
|
|
|
|
(4,515 |
) |
|
|
- |
|
|
|
15,237 |
|
|
|
(6,935 |
) |
Amounts
in escrow
|
|
|
|
|
|
|
(33 |
) |
|
|
- |
|
|
|
20,322 |
|
|
|
(2,775 |
) |
Other
receivables
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
481 |
|
|
|
5,426 |
|
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
- |
|
|
|
1,941 |
|
|
|
1,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for contingencies
|
|
|
|
|
|
|
165 |
|
|
|
157 |
|
|
|
14,401 |
|
|
|
8,003 |
|
Other
payables
|
|
|
|
|
|
|
(92 |
) |
|
|
(78 |
) |
|
|
(809 |
) |
|
|
(8,067 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
|
|
|
|
208,058 |
|
|
|
116,594 |
|
|
|
348,591 |
|
|
|
(25,581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Statements of cash flows - Indirect
method
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investment activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
investments, net of redemptions
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
364,028 |
|
|
|
(379,051 |
) |
Disposal
(acquisition) of investments, net
|
|
|
12
|
|
|
|
57,881 |
|
|
|
10 |
|
|
|
(1,553 |
) |
|
|
- |
|
Cash
from subsidiaries acquired
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
29,442 |
|
|
|
- |
|
Capital
contributions to subsidiaries
|
|
|
|
|
|
|
4,980 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Acquisition
of fixed assets
|
|
|
13
|
|
|
|
- |
|
|
|
- |
|
|
|
(108,791 |
) |
|
|
(224,534 |
) |
Increase
in intangible assets
|
|
|
14
|
|
|
|
- |
|
|
|
- |
|
|
|
(11,768 |
) |
|
|
(7,293 |
) |
Increase
in deferred charges
|
|
|
15
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(719 |
) |
Gain
on sale of fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
12,430 |
|
|
|
9,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investment activities
|
|
|
|
|
|
|
62,861 |
|
|
|
10 |
|
|
|
283,788 |
|
|
|
(601,778 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
and debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
raising
|
|
|
16
|
|
|
|
1,174,524 |
|
|
|
- |
|
|
|
1,315,629 |
|
|
|
255,991 |
|
Amortization
|
|
|
16
|
|
|
|
(1,256,974 |
) |
|
|
- |
|
|
|
(1,463,077 |
) |
|
|
(269,750 |
) |
Payment
of financial lease
|
|
|
16
|
|
|
|
- |
|
|
|
- |
|
|
|
(3,582 |
) |
|
|
(2,237 |
) |
Dividends
paid
|
|
|
|
|
|
|
(118,462 |
) |
|
|
1,022 |
|
|
|
(122,339 |
) |
|
|
(81 |
) |
Acquisition
of minority interest
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(17 |
) |
Purchase
of shares for treasury
|
|
|
17.b)
|
|
|
|
- |
|
|
|
(67,866 |
) |
|
|
- |
|
|
|
(67,866 |
) |
Payment
from Petrobras and Braskem for delivery of
Petrochemical
and Distribution Assets
|
|
|
|
|
|
|
- |
|
|
|
698,173 |
|
|
|
- |
|
|
|
698,173 |
|
Related
entities
|
|
|
9.a)
|
|
|
|
51,220 |
|
|
|
(380,395 |
) |
|
|
450 |
|
|
|
(1,753 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing activities
|
|
|
|
|
|
|
(149,692 |
) |
|
|
250,934 |
|
|
|
(272,919 |
) |
|
|
612,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of changes in exchange rates on cash and
cash
equivalents in foreign currency
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(8,364 |
) |
|
|
(2,168 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash, banks and
short-term
investments
|
|
|
|
|
|
|
121,227 |
|
|
|
367,538 |
|
|
|
351,096 |
|
|
|
(17,067 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
5
|
|
|
|
41,967 |
|
|
|
637,801 |
|
|
|
838,682 |
|
|
|
1,350,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
|
5
|
|
|
|
163,194 |
|
|
|
1,005,339 |
|
|
|
1,189,778 |
|
|
|
1,333,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
Ultrapar
Participações S.A. and Subsidiaries
Statements of cash
flows - Indirect method
(In thousands of
Reais)
For the six-month periods ended June
30, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the period
|
|
|
|
|
|
184,481 |
|
|
|
200,218 |
|
|
|
184,481 |
|
|
|
200,218 |
|
Adjustments
to reconcile net income to cash provided by
operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
in income of subsidiaries and affiliates
|
|
|
12 |
|
|
|
(229,140 |
) |
|
|
(241,400 |
) |
|
|
(39 |
) |
|
|
(59 |
) |
Depreciation
and amortization
|
|
|
|
|
|
|
- |
|
|
|
24,194 |
|
|
|
201,706 |
|
|
|
176,981 |
|
PIS
and COFINS credits on depreciation
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
5,138 |
|
|
|
1,820 |
|
Interest,
monetary and exchange rate changes
|
|
|
|
|
|
|
64,265 |
|
|
|
66,123 |
|
|
|
21,244 |
|
|
|
54,625 |
|
Deferred
income tax and social contribution
|
|
|
10.b |
) |
|
|
(339 |
) |
|
|
(21,208 |
) |
|
|
1,430 |
|
|
|
(258 |
) |
Minority
interest in income
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
2,708 |
|
|
|
1,679 |
|
Proceeds
from sale of fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(9,093 |
) |
|
|
(7,178 |
) |
Provision
(release of provision) for loss on fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(49 |
) |
Others
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
395 |
|
|
|
(240 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
received from subsidiaries
|
|
|
|
|
|
|
222,281 |
|
|
|
140,152 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
6 |
|
|
|
- |
|
|
|
- |
|
|
|
81,669 |
|
|
|
(113,933 |
) |
Inventories
|
|
|
7 |
|
|
|
- |
|
|
|
- |
|
|
|
342,973 |
|
|
|
(33,425 |
) |
Recoverable
taxes
|
|
|
8 |
|
|
|
(15,289 |
) |
|
|
5,002 |
|
|
|
34,915 |
|
|
|
(19,407 |
) |
Other
receivables
|
|
|
|
|
|
|
200 |
|
|
|
981 |
|
|
|
70,820 |
|
|
|
4,512 |
|
Prepaid
expenses
|
|
|
11 |
|
|
|
- |
|
|
|
(1,131 |
) |
|
|
(19,925 |
) |
|
|
(7,723 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
|
|
|
|
(144 |
) |
|
|
(263 |
) |
|
|
(197,604 |
) |
|
|
(104,954 |
) |
Wages
and employee benefits
|
|
|
|
|
|
|
47 |
|
|
|
7 |
|
|
|
(37,578 |
) |
|
|
2,115 |
|
Taxes
payable
|
|
|
|
|
|
|
(84 |
) |
|
|
(12,025 |
) |
|
|
27,255 |
|
|
|
(13,077 |
) |
Income
tax and social contribution
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(4,044 |
) |
|
|
(20,668 |
) |
Other
payables
|
|
|
|
|
|
|
(38 |
) |
|
|
2 |
|
|
|
(41,538 |
) |
|
|
(25,042 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in long-term assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
6 |
|
|
|
- |
|
|
|
20 |
|
|
|
(8,442 |
) |
|
|
(17,405 |
) |
Recoverable
taxes
|
|
|
8 |
|
|
|
(4,515 |
) |
|
|
- |
|
|
|
11,132 |
|
|
|
(10,093 |
) |
Amounts
in escrow
|
|
|
|
|
|
|
(57 |
) |
|
|
- |
|
|
|
21,902 |
|
|
|
842 |
|
Other
receivables
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
519 |
|
|
|
5,316 |
|
Prepaid
expenses
|
|
|
11 |
|
|
|
- |
|
|
|
- |
|
|
|
2,775 |
|
|
|
2,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for contingencies
|
|
|
|
|
|
|
165 |
|
|
|
157 |
|
|
|
13,376 |
|
|
|
10,593 |
|
Other
payables
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(166 |
) |
|
|
(478 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
|
|
|
|
221,833 |
|
|
|
160,829 |
|
|
|
706,009 |
|
|
|
86,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Statements of cash flows - Indirect
method
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investment activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
investments, net of redemptions
|
|
|
|
|
|
(750,000 |
) |
|
|
- |
|
|
|
484,316 |
|
|
|
(630,573 |
) |
Disposal
(acquisition) of investments, net
|
|
|
12
|
|
|
|
62,861 |
|
|
|
(260,425 |
) |
|
|
(1,191,790 |
) |
|
|
- |
|
Cash
from subsidiaries acquired
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
29,442 |
|
|
|
- |
|
Capital
contributions to subsidiaries
|
|
|
|
|
|
|
(4,980 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
of fixed assets
|
|
|
13
|
|
|
|
- |
|
|
|
- |
|
|
|
(213,346 |
) |
|
|
(396,758 |
) |
Increase
in intangible assets
|
|
|
14
|
|
|
|
- |
|
|
|
- |
|
|
|
(20,757 |
) |
|
|
(9,540 |
) |
Increase
in deferred charges
|
|
|
15
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,838 |
) |
Gain
on sale of fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
21,179 |
|
|
|
26,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investment activities
|
|
|
|
|
|
|
(692,119 |
) |
|
|
(260,425 |
) |
|
|
(890,956 |
) |
|
|
(1,013,782 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
and debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
raising
|
|
|
16
|
|
|
|
1,174,524 |
|
|
|
1,200,000 |
|
|
|
1,862,762 |
|
|
|
2,021,956 |
|
Amortization
|
|
|
16
|
|
|
|
(1,266,376 |
) |
|
|
(1,241,419 |
) |
|
|
(1,630,199 |
) |
|
|
(2,004,424 |
) |
Payment
of financial lease
|
|
|
16
|
|
|
|
- |
|
|
|
- |
|
|
|
(6,822 |
) |
|
|
(4,209 |
) |
Dividends
paid
|
|
|
|
|
|
|
(118,494 |
) |
|
|
(238,378 |
) |
|
|
(122,475 |
) |
|
|
(238,725 |
) |
Acquisition
of minority interest
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(18 |
) |
Purchase
of shares for treasury
|
|
|
17.b)
|
|
|
|
- |
|
|
|
(105,014 |
) |
|
|
- |
|
|
|
(105,014 |
) |
Payment
from Petrobras and Braskem for delivery of
Petrochemical
and Distribution Assets
|
|
|
|
|
|
|
- |
|
|
|
1,733,814 |
|
|
|
- |
|
|
|
1,733,814 |
|
Related
entities
|
|
|
9.a)
|
|
|
|
64,835 |
|
|
|
(341,894 |
) |
|
|
(248 |
) |
|
|
(2,925 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing activities
|
|
|
|
|
|
|
(145,511 |
) |
|
|
1,007,109 |
|
|
|
103,018 |
|
|
|
1,400,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of changes in exchange rates on cash and
cash
equivalents in foreign currency
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(3,346 |
) |
|
|
(2,855 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash, banks and
short-term
investments
|
|
|
|
|
|
|
(615,797 |
) |
|
|
907,513 |
|
|
|
(85,275 |
) |
|
|
470,691 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
5
|
|
|
|
778,991 |
|
|
|
97,826 |
|
|
|
1,275,053 |
|
|
|
862,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
|
5
|
|
|
|
163,194 |
|
|
|
1,005,339 |
|
|
|
1,189,778 |
|
|
|
1,333,083 |
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar
Participações S.A. and Subsidiaries
Notes to the
interim financial statements
(In thousands of
Reais, unless otherwise stated)
1 Operations
Ultrapar Participações S.A. (“Company”),
with headquarters in the City of São Paulo, engages in the investment of its own
capital in commercial and industrial activities and related businesses,
including the subscription or acquisition of shares of other
companies.
Through its subsidiaries, it operates in
the segment of liquefied petroleum gas (LPG) distribution (“Ultragaz”), light
fuel & lubricant distribution, and related business (“Ipiranga”), production
and marketing of chemicals (“Oxiteno”), and logistics services for liquid bulk
(“Ultracargo”). The Company also operates in the petroleum refining business
through its investment in Refinaria de Petróleo Riograndense S.A. (“Refining”).
2 Initial implementation of Law 11638/07
and summary of significant accounting policy changes
Law 11638/07 was enacted on December 28,
2007 and Provisional Measure 449/08 was issued on December 3, 2008, which was
enacted as Law 11941/09 on May 27, 2009, both amending and repealing existing
provisions and adding new provisions to Law 6404/76 (Brazilian Corporate Law) to
adapt the accounting policies adopted in Brazil to the International Financial
Reporting Standards (IFRS) issued by the International Accounting Standards
Board (IASB). In order to regulate these changes, the Brazilian Securities
Commission (CVM) issued a set of Resolutions during 2008, whose main effects on
the interim financial statements of the Company and its subsidiaries are
summarized below.
Resolution CVM 565 of December 17, 2008
– deals with the initial implementation of Law 11638/07 and Provisional Measure
(MP) 449/08, which was enacted as Law 11941/09 on May 27,
2009.
As permitted by this Resolution, the
Company decided to adopt January 1, 2008 as the date of transition. In addition,
the Company and its subsidiaries started to use the equity method of accounting
for the company Metalúrgica Plus S/A. and consolidate the company SERMA –
Associação dos Usuários de Equipamentos de Processamento de Dados e Serviços
Correlatos in their interim financial statements (see Notes 4 and 12). The
information presented herein for the quarter and semester ended June 30, 2008,
differs from the one previously disclosed because the Company retroactively
applied to them the new accounting standards issued during the year, as
established by CVM. In the following table the effects on consolidated net
income as of June 30, 2008 related to the adoption of Laws 11638/07 and 11941/09
are shown.
Ultrapar
Participações S.A. and Subsidiaries
Notes to the
interim financial statements
(In thousands of
Reais, unless otherwise stated)
|
|
CVM
Resolution
|
|
|
|
|
|
01/01/2008
to 06/30/2008
|
|
Values before the implementation
of Law 11638/07 and Law 11941/09
|
|
|
|
|
|
103,912 |
|
|
|
193,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of the implementation of
Law 11638/07 and Law 11941/09:
|
|
|
|
|
|
|
|
|
|
|
|
Finance
leases
|
|
|
554 |
|
|
|
473 |
|
|
|
852 |
|
Cost of
funding
|
|
|
556 |
|
|
|
252 |
|
|
|
1,041 |
|
Marking-to-market of currency and
interest rate
hedging
instruments
|
|
|
566 |
|
|
|
1,272 |
|
|
|
1,577 |
|
Equity in income of
Metalplus
|
|
|
565 |
|
|
|
(7 |
) |
|
|
(22 |
) |
Cumulative translation
adjustments
|
|
|
534 |
|
|
|
3,840 |
|
|
|
2,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,830 |
|
|
|
6,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Values after the implementation of
Law 11638/07 and Law 11941/09
|
|
|
|
|
|
|
109,742 |
|
|
|
200,218 |
|
Resolution CVM 534 of January 29, 2008 –
deals with effects of the changes in exchange rates and of the translation of
financial statements.
The Company and its subsidiaries
analyzed their investments in foreign entities and combined with the investor,
those investees lacking autonomy and independent management, in accordance with
item 41(a) of the Resolution. Foreign subsidiaries with autonomy were booked as
provided for in item 41(b) of the Resolution, and the changes in exchange rates
of the net investment in these subsidiaries were recorded as Cumulative
translation adjustments in the investor’s shareholders’ equity. See Note
3.n).
Resolution CVM 547 of August 13, 2008 –
deals with the Statement of Cash Flows.
The Company and its subsidiaries
classified as cash equivalents, the short-term investments that are readily
convertible into known amounts of cash and are subject to insignificant risk of
change in value. The statement of cash flows shows the activity in the accounts:
(i) Cash and banks and (ii) Financial investments considered as cash equivalents
in the fiscal year. See Notes 3.b) and 5.
Resolution CVM 566 of December 17, 2008
– deals with recognition, measurement, and evidence of financial
instruments.
The financial instruments of the Company
and its subsidiaries were classified, according to their characteristics and the
Company’s intention, into: (i) measured at fair value through income; (ii) held
to maturity; (iii) available for sale; and (iv) loans and receivables. See Notes
3.c), 5 and 21.
Resolution CVM 553 of November 12, 2008
– deals with intangible assets.
The Company and its subsidiaries
reclassified to intangible assets the goodwill on the acquisitions of companies,
which were previously shown as deferred charges in the interim financial
statements. See Notes 3.h), 3.i) and 14.
Ultrapar
Participações S.A. and Subsidiaries
Notes to the
interim financial statements
(In thousands of
Reais, unless otherwise stated)
Resolution CVM 554 of November 12, 2008
– deals with financial leases.
Certain financial lease contracts where
substantially all the risks and benefits associated with the ownership of an
asset are transferred to the Company and its subsidiaries were recorded in the
financial statements as finance leases, net of tax effects. The items recognized
as assets were depreciated at the depreciation rates applicable to each of the
group of assets into which they were classified, and the financial charges under
the leases were allocated over the contract terms, based on the amortized cost
method. See Notes 3.g) 16.e) and 22.d).
Resolution CVM 556 of November 12, 2008
– deals with transaction costs and premiums on issuance of bonds and
securities.
Transaction costs and issue premiums
associated with funding transactions by the Company and its subsidiaries were
reclassified and added to the values of the respective funds raised, and the
effective interest rate of each issuance was calculated. See Note
16.a).
Resolution CVM 564 of December 17, 2008
– deals with adjustment to present value of assets and
liabilities.
The Company’s subsidiaries recorded the
adjustment to present value of ICMS credit balances on acquisition of fixed
assets (CIAP). The Company and its subsidiaries reviewed all other items of
long-term and, where relevant, short-term assets and liabilities and did not
identify the need to adjust these transactions to present value. See Notes 3.q)
and 8.
3 Presentation of interim financial
statements and significant accounting policies
The individual and
consolidated interim financial statements were prepared in conformity with the
accounting pratices adopted in Brazil, which include the
Brazilian Corporate Law, the Standards, Guidelines and Interpretations issued by
the Accounting Standards Committee and the standards issued by the
Brazilian Securities Commission (CVM).
a. Recognition of
income
Income is recognized on the accrual
basis. Revenues from sales and costs are recognized as income when all risks and
benefits associated with the products are transferred to the purchaser. Revenues
from services provided and their costs are recognized as income when the
services are performed.
b. Cash equivalents
Include 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 5 for further
detail on cash equivalents of the Company and its
subsidiaries.
Ultrapar
Participações S.A. and Subsidiaries
Notes to the
interim financial statements
(In thousands of
Reais, unless otherwise stated)
c. Financial
instruments
In accordance with Resolution CVM
566/08, the financial instruments of the Company and its subsidiaries were
classified into the following categories:
|
•
|
Measured at fair value through
income: financial assets held for trading, that is, purchased or created
primarily for the purpose of sale or repurchase in the short term, and
derivatives. Changes in fair value are recorded as income, and the
balances are stated at fair
value.
|
|
•
|
Held to maturity: non-derivative
financial assets with fixed payments or determinable payments with fixed
maturities for which the entity has the positive intent and ability to
hold to maturity. The interest earned is recorded as income, and balances
are stated at acquisition cost plus the interest
earned.
|
|
•
|
Available for sale: non-derivative
financial assets that are designated as available for sale or that were
not classified into other categories. The interest earned is recorded as
income, and the balances are stated at fair value. Differences between
fair value and acquisition cost plus the interest earned are recorded in a
specific account of the shareholders’ equity. Gains and losses recorded in
the shareholders’ equity are included in income, in case of
prepayment.
|
|
•
|
Loans and receivables:
non-derivative financial instruments with fixed payments, receipts or
determinable payments not quoted in active markets, except: (i) those
which the entity intends to sell immediately or in the short term and
which the entity classified as measured at fair value through income; (ii)
those classified as available for sale; or (iii) those the holder of which
cannot substantially recover its initial investment for reasons other than
credit deterioration. The interest earned is recorded as income, and
balances are stated at acquisition cost plus the interest
earned.
|
Certain derivative financial instruments
used to hedge against changes in interest rates were designated as cash flow
hedge for purposes of measuring their fair value. The difference between the
fair value of the financial instrument and its value plus interest earned is
recognized as a Valuation adjustment in the shareholders’ equity, not affecting
the income statement of the Company and its subsidiaries. Gains and losses
recorded in the shareholders’ equity are included in income, in case of
prepayment.
For further detail on financial
instruments of the Company and its subsidiaries, see Notes 5, 16, and
21.
Ultrapar
Participações S.A. and Subsidiaries
Notes to the
interim financial statements
(In thousands of
Reais, unless otherwise stated)
d. Current and non-current
assets
Allowance for doubtful accounts is
calculated based on estimated losses and is set at an amount deemed by
Management to be sufficient to cover any loss on realization of accounts
receivable.
Inventories are stated at the lower of
average acquisition or production cost, and replacement cost or market
value.
The other assets are stated at the lower
of cost and realizable value, including, if applicable, the 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
3.q).
e. Investments
Investments in subsidiaries are valued
by the equity method of accounting.
Investments in companies on which
Management has a significant influence or in which it holds 20% or more of the
voting stock, or that are part of a group under common control are also valued
by the equity method of accounting (see Note 12).
The other investments are stated at
acquisition cost less provision for loss, unless the loss is considered
temporary, and also include investments in progress.
f. Fixed assets
Recorded at acquisition or construction
cost, including financial charges incurred on fixed assets under construction,
as well as significant maintenance costs resulting from scheduled plant outages.
The Company will maintain the revaluation balances, which were incorporated in
the value of the respective assets, until their realization, without, however,
accounting for new revaluations.
Depreciation is calculated by the
straight-line method, at the annual rates stated in Note 13, over the
useful/economic life of the property.
Leasehold improvements in service
stations are depreciated over the shorter of the contract term and
useful/economic life of the property.
Ultrapar
Participações S.A. and Subsidiaries
Notes
to the interim financial statements
(In thousands of
Reais, unless otherwise stated)
g. Financial leases
• Finance leases
Certain financial 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 stated at fair value
or present value of the minimum payments under the relevant contracts. The items
recognized as assets are depreciated at the depreciation rates applicable to
each group of assets in accordance with Note 13. Financial charges under the
finance lease contracts are allocated to income over the contract term, based on
the amortized cost and actual interest rate method (see Note
16.e).
• Operating leases
Are lease transactions where the risks
and benefits associated with the ownership of the asset are not transferred and
where 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 expenses in the income statement on a straight-line basis over the
term of the lease contract, in accordance with Note 22.d).
h. Intangible assets
Intangible assets include assets
acquired by the Company and its subsidiaries from third parties, according to
the following criteria (see Note 14):
• Goodwill is carried at the original
value less accumulated amortization as of December 31, 2008, when it ceased to
be amortized.
• Other intangible assets acquired from
third parties are measured at the total acquisition cost less accumulated
amortization expenses.
The Company and its subsidiaries do not
have intangible assets that were created internally or that have an indefinite
useful life.
i. Deferred charges
Deferred charges include restructuring
costs that will produce benefits in future years (see Note 15). The Company and
its subsidiaries decided to maintain the balances until they are fully
amortized.
j. Current and non-current
liabilities
Are stated at known or calculable
amounts plus, if applicable, related charges, monetary changes and changes in
exchange rates incurred until the date of the financial statements and, if
applicable, adjustment to present value (see Note 3.q).
Ultrapar
Participações S.A. and Subsidiaries
Notes
to the interim financial statements
(In thousands of
Reais, unless otherwise stated)
k. Income tax and social contribution on
profit
Current and deferred income tax (IRPJ)
and social contribution (CSLL) are calculated based on the current rates of
income tax and social contribution on profit, including the value of tax
incentives, as stated in Note 10.b).
l. Provision for
contingencies
The provision for contingencies is
created for contingent risks with a “probable” chance of loss in the opinion of
managers and internal and external legal counsel, and the values are recorded
based on evaluation of the outcomes of the legal proceedings (see Note
22.a).
m. Actuarial obligation for post-employment
benefits
Reserves for actuarial liabilities for
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, as described in Note
23.b).
n. Basis for
translating financial statements of foreign-based
subsidiaries
Assets and liabilities of the
subsidiaries Oxiteno Mexico S.A. de C.V. and its subsidiaries, located in
Mexico (functional currency: Mexican Peso),
and Oxiteno
Andina, C.A., located in Venezuela (functional currency: Bolivar),
denominated in currencies other than that of the Company (functional currency:
Real), are translated at the exchange rate in effect on the date of the
financial statements. Gains and losses resulting from changes in these foreign
investments are directly recognized in the shareholders’ equity as Cumulative
translation adjustments and are recognized as income when these investments are
disposed of. The amount recognized in the shareholders’ equity as cumulative
translation adjustments as of June 30, 2009 was R$ 578.
Assets and liabilities of the other
foreign subsidiaries, which do not have autonomy, are considered activities of
their investor and are translated at the exchange rate in effect on the date of
the financial statements. Gains and losses resulting from changes in these
foreign investments are directly recognized as income. The loss recognized as of
June 30, 2009 amounted to R$ 6,993 (R$ 8,727 loss as of June 30,
2008).
o. Use of estimates
The preparation of interim financial
statements requires the Company’s Management to make estimates and assumptions
that affect the values of assets and liabilities presented as of the date of the
interim financial statements, as well as the values of revenues, costs and
expenses for the fiscal years presented. Although these estimates are based on
the best information available to Management about present and future events,
the actual results may differ from these estimates.
Ultrapar
Participações S.A. and Subsidiaries
Notes
to the interim financial statements
(In thousands of
Reais, unless otherwise stated)
p. Impairment of assets
The Company reviews, at least annually,
the carrying value of assets for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable from the estimated future cash flows expected to result from its use
or disposal. In cases where future expected cash flows are less than the
carrying value, an impairment loss is recognized equal to an amount by which the
carrying value exceeds the fair value of these assets. The factors considered by
the Company in performing this assessment include current operating results,
trends, and prospects, as well as the effects of obsolescence, demand,
competition, and other economic factors.
No impairment was recorded in the
interim consolidated financial statements as of June 30,
2009.
q. Adjustment to present
value
The subsidiaries recorded the adjustment
to present value of ICMS credit balances on fixed assets (CIAP – see Note 8).
The Company and its subsidiaries reviewed all items classified as long-term and,
where relevant, short-term assets and liabilities and did not identify the need
to adjust other balances to present value.
Ultrapar
Participações S.A. and Subsidiaries
Notes to the
interim financial statements
(In thousands of
Reais, unless otherwise stated)
4 Principles of consolidation and
investments in affiliates
The consolidated financial statements
were prepared following the basic principles of consolidation established by the
Brazilian Corporate Law and CVM standards, including the following direct and
indirect subsidiaries:
|
|
|
% interest in the share capital –
Jun. 30,
2009
|
|
% interest in the share capital –
Mar. 31,
2009
|
|
Location
|
|
Direct
control
|
|
Indirect
control
|
|
Direct
control
|
|
Indirect
control
|
|
|
|
|
|
|
|
|
|
|
Ultracargo - Operações Logísticas
e Participações Ltda.
|
|
|
|
|
|
|
100
|
|
-
|
Transultra -
Armazenamento e Transporte Especializado
Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
Petrolog
Serviços e Armazéns Gerais Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
Terminal Químico
de Aratu S.A. – Tequimar
|
|
|
|
|
|
|
-
|
|
99
|
União
Vopak Armazéns Gerais Ltda.
|
|
|
|
|
|
|
-
|
|
50
|
Ultracargo
Argentina S.A.
|
|
|
|
|
|
|
-
|
|
-
|
Melamina Ultra
S.A. Indústria Química
|
|
|
|
|
|
|
-
|
|
99
|
Oxiteno S.A. Indústria e
Comércio
|
|
|
|
|
|
|
100
|
|
-
|
Oxiteno Nordeste
S.A. Indústria e Comércio
|
|
|
|
|
|
|
-
|
|
99
|
Oxiteno
Argentina Sociedad de Responsabilidad Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
Oleoquímica
Indústria e Comércio de Produtos Químicos
Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
100
|
Oxiteno
Mexico S.A. de C.V.
|
|
|
|
|
|
|
-
|
|
100
|
Oxiteno
Servicios Corporativos S.A. de C.V.
|
|
|
|
|
|
|
-
|
|
100
|
Oxiteno Servicios Industriales
S.A. de C.V.
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
100
|
Oxiteno
International Corp.
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
100
|
U.A.T.S.P.E.
Empreendimentos e Participações Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
Empresa
Carioca de Produtos Químicos S.A.
|
|
|
|
|
|
|
-
|
|
100
|
Companhia Brasileira de Petróleo
Ipiranga
|
|
|
|
|
|
|
100
|
|
-
|
|
|
|
|
|
|
|
-
|
|
100
|
Centro
de Conveniências Millennium Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
Conveniência
Ipiranga Norte Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
100
|
Tropical
Transportes Ipiranga Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
Ipiranga
Imobiliária Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
100
|
Maxfácil
Participações S.A.
|
|
|
|
|
|
|
-
|
|
50
|
Isa-Sul
Administração e Participações Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
Comercial
Farroupilha Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
99
|
Bahiana
Distribuidora de Gás Ltda.
|
|
|
|
|
|
|
-
|
|
100
|
Utingás
Armazenadora S.A.
|
|
|
|
|
|
|
-
|
|
56
|
|
|
|
|
|
|
|
-
|
|
100
|
|
|
|
|
|
|
|
-
|
|
100
|
Sociedade
Brasileira de Participações Ltda.
|
|
|
|
|
|
|
5
|
|
95
|
Sociedade
Anônima de Óleo Galena Signal (**)
|
|
|
|
|
|
|
-
|
|
100
|
Ipiranga
Produtos de Petróleo S.A.(**)
|
|
|
|
|
|
|
-
|
|
100
|
Refinaria de Petróleo Riograndense
S.A. (*)
|
|
|
|
|
|
|
33
|
|
-
|
SERMA - Ass. dos usuários equip.
proc. de dados
|
|
|
|
|
|
|
-
|
|
100
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
(*)
|
Proportional
consolidation, as established in Article 32 of CVM Instruction 247/96
(control shared equally among Petrobras, Ultrapar and Braskem, since April
2007).
|
(**)
In August 2008, the Company, through the subsidiary Sociedade Brasileira de
Participações Ltda. (“SBP”), entered into a purchase agreement with Chevron
Latin America Marketing LLC and Chevron Amazonas LLC (collectively, “Chevron”)
for the purchase of 100% of the shares issued by Chevron Brasil Ltda. (“CBL”)
and by Sociedade Anônima de Óleo Galena Signal (“Galena”), subsidiaries of
Chevron that held Texaco fuel distribution business in Brazil (“Texaco”). On
March 31, 2009, the acquisition was closed and SBP disbursed the amount of R$
1,106 million, in addition to the US$ 38 million advanced payment made to
Chevron in August 2008. The terms of acquisition do not include the assumption
of Texaco’s net debt. As from April 1st, 2009, the operations of Texaco were
consolidated in the Company´s financial statements. Adjustments to working
capital are being calculated and will be settled with Chevron thereafter. Until
this moment, goodwill breaks down into R$ 213,835 based on future profitability,
and R$ 344,418, based on the difference between the market value and the
carrying value of the assets. On May 16, 2009, the subsidiary CBL had its name
changed to Ipiranga Produtos de Petróleo S.A. (“IPP”).
Investments of one company in the other,
balances of asset and liability accounts and revenues and expenses were
eliminated, as well as the effects of significant transactions conducted between
the companies. The interest of minority shareholders in the subsidiaries is
indicated in the financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
5 Financial assets
Financial investments with first-rate
banks are substantially represented by money invested: (i) in Brazil, in
debentures, certificates of deposit of first-rate financial institutions linked
to the Interbank Certificate of Deposit (CDI) and in Federal government bonds;
(ii) abroad, in certificates of deposits of first-rate financial institutions
and in short-term investment funds with a portfolio composed of bonds issued by
the U.S. Government; and (iii) currency and interest rate hedging
instruments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
investments
|
|
|
|
|
|
|
|
|
|
|
|
|
In local
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income securities and
funds
|
|
|
933,774 |
|
|
|
791,407 |
|
|
|
916,675 |
|
|
|
719,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In foreign
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Linked notes
(a)
|
|
|
- |
|
|
|
- |
|
|
|
117,463 |
|
|
|
142,612 |
|
Fixed-income securities and
funds
|
|
|
- |
|
|
|
- |
|
|
|
262,362 |
|
|
|
515,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from currency and interest
hedging instruments (b)
|
|
|
- |
|
|
|
- |
|
|
|
(23,210 |
) |
|
|
33,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial
investments
|
|
|
933,774 |
|
|
|
791,407 |
|
|
|
1,273,290 |
|
|
|
1,410,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
162,904 |
|
|
|
41,407 |
|
|
|
1,266,097 |
|
|
|
1,403,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
770,870 |
|
|
|
750,000 |
|
|
|
7,193 |
|
|
|
7,193 |
|
(a) Represents US$ 60 million in linked
notes (“Linked Notes”) to notes issued by the subsidiary Companhia Ultragaz S.A.
in the foreign market in 1997 (“Original Notes”). In April 2006, the subsidiary
Oxiteno Overseas Corp., the then owner of the Original Notes, sold such notes to
a foreign financial institution. Simultaneously, the subsidiary purchased the
Linked Notes from that financial institution. Such transaction enables a
financial gain to the subsidiary corresponding to the difference between the
interest rate paid on Linked Notes and Original Notes, as remarked in Note
16.c). This financial instrument was classified as loans and receivables for
measurement purposes (see Note 3.c).
(b) Accumulated gains, net of income tax
(see Note 21).
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
In accordance with Resolution CVM
566/08, the financial assets of the Company and its subsidiaries were
classified, according to their characteristics and the Company’s intention,
into: (i) measured at fair value through income; (ii) held to maturity; (iii)
available for sale; and (iv) loans and receivables, as shown on the table
below.
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
|
|
|
|
|
Measured at fair value through
income
|
|
|
875,831 |
|
|
|
705,929 |
|
Held to
maturity
|
|
|
7,193 |
|
|
|
7,193 |
|
Available for
sale
|
|
|
272,803 |
|
|
|
555,191 |
|
Loans and
receivables
|
|
|
117,463 |
|
|
|
142,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,273,290 |
|
|
|
1,410,925 |
|
For the preparation of the Company’s
Statements of cash flows, cash and cash equivalents mean the balances of the
accounts: (i) Cash and banks and (ii) Short-term investments classified as
measured at fair value through income, excluding currency and interest rate
hedging instruments, as shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
|
|
|
|
|
Cash and
banks
|
|
|
290,737 |
|
|
|
166,036 |
|
Short-term investments measured at
fair value through income (except currency and interest rate hedging
instruments)
|
|
|
899,041 |
|
|
|
672,646 |
|
|
|
|
1,189,778 |
|
|
|
838,682 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
6 Trade receivables
(Consolidated)
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
|
|
|
|
|
Domestic
customers
|
|
|
1,502,642 |
|
|
|
1,321,546 |
|
Customer financing -
Ipiranga
|
|
|
464,004 |
|
|
|
338,570 |
|
Foreign
customers
|
|
|
122,639 |
|
|
|
108,657 |
|
(-) Advances on negotiable
instruments issued
|
|
|
(60,954 |
) |
|
|
(56,561 |
) |
(-) Allowance for doubtful
accounts
|
|
|
(110,846 |
) |
|
|
(61,605 |
) |
|
|
|
1,917,485 |
|
|
|
1,650,607 |
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
1,707,884 |
|
|
|
1,451,635 |
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
209,601 |
|
|
|
198,972 |
|
Customer financing is provided for
renovation and upgrading of service stations, purchase of products, and
development of the fuel and lubricant distribution market.
Movements in the allowance for doubtful
accounts are as follows:
Balance as of March 31,
2009
|
|
|
61,605 |
|
Initial balance of
Texaco
|
|
|
43,115 |
|
Additions
|
|
|
8,217 |
|
Write-offs
|
|
|
(2,091 |
) |
Balance as of June 30,
2009
|
|
|
110,846 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
7 Inventories
(Consolidated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
Net balance
|
|
|
Cost
|
|
|
Provision for
loss
|
|
|
Net balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finished
goods
|
|
|
218,459 |
|
|
|
(19,787 |
) |
|
|
198,672 |
|
|
|
271,145 |
|
|
|
(22,618 |
) |
|
|
248,527 |
|
Work in
process
|
|
|
3,899 |
|
|
|
- |
|
|
|
3,899 |
|
|
|
4,007 |
|
|
|
- |
|
|
|
4,007 |
|
Raw
materials
|
|
|
143,974 |
|
|
|
(55 |
) |
|
|
143,919 |
|
|
|
197,768 |
|
|
|
(132 |
) |
|
|
197,636 |
|
Liquefied petroleum gas
(LPG)
|
|
|
17,937 |
|
|
|
- |
|
|
|
17,937 |
|
|
|
23,440 |
|
|
|
- |
|
|
|
23,440 |
|
Fuels, lubricants and
greases
|
|
|
524,208 |
|
|
|
(1,139 |
) |
|
|
523,069 |
|
|
|
315,079 |
|
|
|
(650 |
) |
|
|
314,429 |
|
Consumable materials and bottles
for resale
|
|
|
40,826 |
|
|
|
(994 |
) |
|
|
39,832 |
|
|
|
44,258 |
|
|
|
(982 |
) |
|
|
43,276 |
|
Advances to
suppliers
|
|
|
37,597 |
|
|
|
- |
|
|
|
37,597 |
|
|
|
24,631 |
|
|
|
- |
|
|
|
24,631 |
|
Properties for
resale
|
|
|
14,701 |
|
|
|
- |
|
|
|
14,701 |
|
|
|
15,181 |
|
|
|
- |
|
|
|
15,181 |
|
|
|
|
1,001,601 |
|
|
|
(21,975 |
) |
|
|
979,626 |
|
|
|
895,509 |
|
|
|
(24,382 |
) |
|
|
871,127 |
|
Movements in the allowance for doubtful
accounts are as follows:
Balance as of March 31,
2009
|
|
|
24,382 |
|
Addition or
(write-off)
|
|
|
(2,407 |
) |
Balance as of June 30,
2009
|
|
|
21,975 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
8 Recoverable taxes
Are substantially represented by credit
balances of Tax on Goods and Services (ICMS), Contribution to Social Security
Funding (COFINS), Social Integration Plan (PIS), and Income Tax and Social
Contribution.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRPJ and
CSLL
|
|
|
48,543 |
|
|
|
38,659 |
|
|
|
114,983 |
|
|
|
109,643 |
|
ICMS
|
|
|
- |
|
|
|
- |
|
|
|
232,949 |
|
|
|
143,231 |
|
Adjustment to present value of
ICMS on fixed
assets -
CIAP (see Note 3.q)
|
|
|
- |
|
|
|
- |
|
|
|
(4,547 |
) |
|
|
(4,932 |
) |
Provision for ICMS losses
(*)
|
|
|
- |
|
|
|
- |
|
|
|
(70,981 |
) |
|
|
(34,569 |
) |
PIS and
COFINS
|
|
|
21 |
|
|
|
21 |
|
|
|
68,307 |
|
|
|
100,959 |
|
Value-Added Tax (IVA) on the
subsidiaries
Oxiteno
Mexico S.A. de C.V. and
Oxiteno
Andina,
C.A.
|
|
|
- |
|
|
|
- |
|
|
|
7,066 |
|
|
|
11,036 |
|
IPI
|
|
|
- |
|
|
|
- |
|
|
|
16,239 |
|
|
|
12,896 |
|
Others
|
|
|
20 |
|
|
|
61 |
|
|
|
5,978 |
|
|
|
3,853 |
|
Total
|
|
|
48,584 |
|
|
|
38,741 |
|
|
|
369,994 |
|
|
|
342,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
44,069 |
|
|
|
38,741 |
|
|
|
337,202 |
|
|
|
295,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
4,515 |
|
|
|
- |
|
|
|
32,792 |
|
|
|
47,064 |
|
|
(*)
|
The provision relates to credit
balances that the subsidiaries estimate to be unable to offset in the
future.
|
Movements in the provision for ICMS
losses are as follows:
Balance as of March 31,
2009
|
|
|
34,569 |
|
Initial balance of
Texaco
|
|
|
36,296 |
|
Addition of
provision
|
|
|
432 |
|
Write-offs
|
|
|
(316 |
) |
Balance as of June 30,
2009
|
|
|
70,981 |
|
The balance of ICMS includes credits of
the Camaçari – BA site of the subsidiary Oxiteno Nordeste S.A. Indústria e
Comércio, in the amount of R$ 51,080 as of June 30, 2009 (R$ 57,050 as of March
31, 2009). The subsidiary has authorization from the tax authorities to transfer
the credit balance to third parties. The provision for loss of credits of the
site was established based on the maximum discount expected in their sale. IPI,
PIS and COFINS credits are used to offset other federal
taxes.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
9 Related parties
a) Related companies
|
|
Parent
|
|
|
|
Loans
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
10,810 |
|
|
|
- |
|
Melamina Ultra S.A. Indústria
Química
|
|
|
- |
|
|
|
436 |
|
|
|
|
|
|
|
|
|
|
Total as of June 30,
2009
|
|
|
10,810 |
|
|
|
436 |
|
|
|
|
|
|
|
|
|
|
Total as of March 31,
2009
|
|
|
63,419 |
|
|
|
1,825 |
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
Receivable
|
|
|
Payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Braskem
S.A.
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,431 |
|
Copagaz
Distribuidora de Gas Ltda.
|
|
|
- |
|
|
|
- |
|
|
|
288 |
|
|
|
- |
|
Química
da Bahia Indústria e Comércio S.A.
|
|
|
- |
|
|
|
3,311 |
|
|
|
- |
|
|
|
- |
|
Oxicap
Indústria de Gases Ltda.
|
|
|
5,305 |
|
|
|
- |
|
|
|
- |
|
|
|
1,063 |
|
Petróleo
Brasileiro S.A. - Petrobras
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
236,209 |
|
Quattor
Químicos Básicos S.A.
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,488 |
|
Refinaria
de Petróleo Riograndense S.A.(*)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,311 |
|
SHV
Gás Brasil Ltda.
|
|
|
- |
|
|
|
- |
|
|
|
113 |
|
|
|
- |
|
Liquigás
Distribuidora S.A.
|
|
|
- |
|
|
|
- |
|
|
|
279 |
|
|
|
- |
|
Other
|
|
|
335 |
|
|
|
863 |
|
|
|
62 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total as of June 30,
2009
|
|
|
5,640 |
|
|
|
4,174 |
|
|
|
742 |
|
|
|
255,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total as of March 31,
2009
|
|
|
5,305 |
|
|
|
3,389 |
|
|
|
1,691 |
|
|
|
132,015 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
|
|
Consolidated
|
|
|
|
Transactions
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
Purchases
|
|
|
|
|
|
|
|
|
Copagaz
Distribuidora de Gas Ltda.
|
|
|
1,233 |
|
|
|
- |
|
Petróleo
Brasileiro S.A. - Petrobras
|
|
|
41,040 |
|
|
|
10,063,611 |
|
|
|
|
6,287 |
|
|
|
232,080 |
|
Oxicap
Indústria de Gases Ltda.
|
|
|
2 |
|
|
|
5,701 |
|
Servgás
Distribuidora de Gas S.A.
|
|
|
416 |
|
|
|
- |
|
Liquigás
Distribuidora S.A.
|
|
|
1,943 |
|
|
|
- |
|
|
|
|
411 |
|
|
|
- |
|
Refinaria
de Petróleo Riograndense S.A. (*)
|
|
|
- |
|
|
|
290,586 |
|
Quattor
Químicos Básicos S.A.
|
|
|
- |
|
|
|
37,151 |
|
|
|
|
|
|
|
|
|
|
Total as of June 30,
2009
|
|
|
51,332 |
|
|
|
10,629,129 |
|
|
|
|
|
|
|
|
|
|
Total as of June 30,
2008
|
|
|
9,808 |
|
|
|
9,130,376 |
|
|
(*)
|
Relates to the non-eliminated
portion of the transactions between RPR and CBPI, since RPR is
proportionally consolidated and CBPI is fully
consolidated.
|
Purchase and sale transactions relate
substantially to the purchase of raw materials, inputs, transportation and
storage services based on arm’s length market prices and terms with customers
and suppliers with comparable operational performance. Borrowing agreements are
for an indeterminate period and do not contain interest clauses. In the opinion
of the Company’s Management, transactions with related parties are not subject
to settlement risk, which is why no allowance for doubtful accounts or
collaterals are provided. Collaterals provided by the Company in borrowings and
financing of subsidiaries and affiliates are mentioned in Note 16.f). The
transactions of the Company and its subsidiaries related to post-employment
benefits are described in Note 23.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
b) Key Management
personnel - Compensation (Consolidated)
As of June 30, 2009, the Company and its
subsidiaries recorded expenses for compensation of its key personnel (Company’s
directors and designated officers) in the amount of R$ 11,049 (R$ 12,720 as of
June 30, 2008). Out of this total, R$ 10,075 relates to short-term compensation
(R$ 11,851 as of June 30, 2008), R$ 686 to compensation in stock (R$ 641 as of
June 30, 2008), and R$ 288 (R$ 228 as of June 30, 2008) to post-employment
benefits.
c) Stock plan
(Consolidated)
At a Special General Meeting held on
November 26, 2003, a benefit plan was approved for managers of the Company and
its subsidiaries, which provides: (i) initial award of beneficial ownership of
shares issued by the Company held in treasury by the subsidiaries at which the
beneficiary managers are employed; and (ii) transfer of title to the shares
within five to ten years after the initial award, subject to continuation of
employment of the beneficiary manager with the Company and its subsidiaries. The
total amount awarded to executives as of June 30, 2009, including tax charges,
was R$ 22,407 (R$ 22,407 as of March 31, 2009). Such amount is being amortized
over a period of five to ten years after the award, and amortization for the
period ended in June 30, 2009 in the amount of R$ 1,018 (R$ 814 on June 30,
2008) was recorded as operating expense for the year. The values of the awards
were determined on the date of award based on the market value of these shares
on BM&FBovespa.
The chart below summarizes the
information on the shares awarded to executives of the
Company:
Date of
award
|
|
Restricted shares
awarded
|
|
|
Market value of
shares
(in R$)
|
|
|
Total compensation costs,
including taxes
|
|
|
Accumulated compensation costs
recorded
|
|
|
Accumulated compensation costs not
recorded
|
|
|
|
October 7,
2008
|
|
|
174,000 |
|
|
|
39.97 |
|
|
|
9,593 |
|
|
|
(762 |
) |
|
|
8,831 |
|
December 12,
2007
|
|
|
40,000 |
|
|
|
64.70 |
|
|
|
3,570 |
|
|
|
(687 |
) |
|
|
2,883 |
|
November 9,
2006
|
|
|
51,800 |
|
|
|
46.50 |
|
|
|
3,322 |
|
|
|
(886 |
) |
|
|
2,436 |
|
December 14,
2005
|
|
|
23,400 |
|
|
|
32.83 |
|
|
|
1,060 |
|
|
|
(380 |
) |
|
|
680 |
|
October 4,
2004
|
|
|
41,975 |
|
|
|
40.78 |
|
|
|
2,361 |
|
|
|
(1,122 |
) |
|
|
1,239 |
|
December 17,
2003
|
|
|
59,800 |
|
|
|
30.32 |
|
|
|
2,501 |
|
|
|
(1,396 |
) |
|
|
1,105 |
|
|
|
|
390,975 |
|
|
|
|
|
|
|
22,407 |
|
|
|
(5,233 |
) |
|
|
17,174 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
10 Income tax and social
contribution
a. Deferred income tax and social
contribution
The Company and its subsidiaries
recognize tax credits and debits, which are not subject to limitation periods,
resulting from tax losses, temporary additions, negative tax bases and
revaluation of fixed assets, among others. Credits are sustained by the
continued profitability of their operations. Deferred income tax and social
contribution are recorded under the following categories:
|
|
|
|
|
|
|
|
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
Assets - Deferred income tax and
social contribution on:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loss of
assets
|
|
|
- |
|
|
|
- |
|
|
|
26,112 |
|
|
|
25,183 |
|
Provisions for
contingencies
|
|
|
171 |
|
|
|
147 |
|
|
|
66,882 |
|
|
|
62,145 |
|
Provision for post-employment
benefit (see Note 23.b)
|
|
|
- |
|
|
|
- |
|
|
|
23,684 |
|
|
|
23,684 |
|
Provision for differences between
cash and accrual basis
|
|
|
- |
|
|
|
- |
|
|
|
12,584 |
|
|
|
301 |
|
Goodwill paid on investments (see
Note 14)
|
|
|
- |
|
|
|
- |
|
|
|
292,334 |
|
|
|
306,514 |
|
Other
provisions
|
|
|
68 |
|
|
|
65 |
|
|
|
25,305 |
|
|
|
18,898 |
|
Tax losses and negative tax base
for the social contribution to offset
|
|
|
343 |
|
|
|
693 |
|
|
|
88,791 |
|
|
|
78,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
582 |
|
|
|
905 |
|
|
|
535,692 |
|
|
|
514,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
411 |
|
|
|
758 |
|
|
|
157,639 |
|
|
|
112,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
171 |
|
|
|
147 |
|
|
|
378,053 |
|
|
|
402,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities - Deferred income tax
and social contribution on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation of fixed
assets
|
|
|
- |
|
|
|
- |
|
|
|
476 |
|
|
|
498 |
|
Accelerated
depreciation
|
|
|
- |
|
|
|
- |
|
|
|
135 |
|
|
|
140 |
|
Provision for differences
between cash and accrual basis
|
|
|
- |
|
|
|
- |
|
|
|
8,127 |
|
|
|
17,555 |
|
Temporary differences of foreign
subsidiaries
|
|
|
- |
|
|
|
- |
|
|
|
3,190 |
|
|
|
10,058 |
|
Implementation of Law 11,638/07
(*)
|
|
|
- |
|
|
|
- |
|
|
|
6,549 |
|
|
|
6,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
- |
|
|
|
- |
|
|
|
18,477 |
|
|
|
34,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
- |
|
|
|
- |
|
|
|
2,630 |
|
|
|
11,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
- |
|
|
|
- |
|
|
|
15,847 |
|
|
|
22,800 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
|
(*)
|
The Company and its subsidiaries
adopted the Transition Tax Regime (RTT) provided for by Law
11941/09.
|
The estimated recovery of deferred tax
assets relating to income tax and social contribution is stated as
follows:
|
|
Parent
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
Up to 1
year
|
|
|
411 |
|
|
|
157,639 |
|
From 1 to 2
years
|
|
|
- |
|
|
|
80,873 |
|
From 2 to 3
years
|
|
|
- |
|
|
|
68,026 |
|
From 3 to 5
years
|
|
|
171 |
|
|
|
162,652 |
|
From 5 to 7
years
|
|
|
- |
|
|
|
58,476 |
|
From 7 to 10
years
|
|
|
- |
|
|
|
8,026 |
|
|
|
|
|
|
582 |
|
|
|
535,692 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
b. Reconciliation of income tax and social
contribution on income
Income tax and social contribution taxes
are reconciled to the official tax rates as follows:
|
|
|
|
|
|
|
|
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
Earnings (losses) before taxes and
equity in income of affiliates, after employee profit
sharing
|
|
|
(44,998 |
) |
|
|
(62,390 |
) |
|
|
257,018 |
|
|
|
258,412 |
|
Official tax rates -
%
|
|
|
34 |
|
|
|
34 |
|
|
|
34 |
|
|
|
34 |
|
Income tax and social contribution
at the official tax
rates
|
|
|
15,299 |
|
|
|
21,213 |
|
|
|
(87,386 |
) |
|
|
(87,860 |
) |
Adjustments to the actual
rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating provisions and
nondeductible expenses/nontaxable
revenues
|
|
|
- |
|
|
|
(5 |
) |
|
|
(1,802 |
) |
|
|
13,119 |
|
Adjustment to estimated
income
|
|
|
- |
|
|
|
- |
|
|
|
5,510 |
|
|
|
2,850 |
|
Interest on
equity
|
|
|
(14,960 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Workers Meal Program
(PAT)
|
|
|
- |
|
|
|
- |
|
|
|
232 |
|
|
|
182 |
|
Other
adjustments
|
|
|
- |
|
|
|
- |
|
|
|
3,801 |
|
|
|
(838 |
) |
Income tax and social contribution
before tax incentives
|
|
|
339 |
|
|
|
21,208 |
|
|
|
(79,645 |
) |
|
|
(72,547 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax incentives -
ADENE
|
|
|
- |
|
|
|
- |
|
|
|
9,777 |
|
|
|
15,973 |
|
Income tax and social contribution
in the income
statement
|
|
|
339 |
|
|
|
21,208 |
|
|
|
(69,868 |
) |
|
|
(56,574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
- |
|
|
|
- |
|
|
|
(78,215 |
) |
|
|
(72,805 |
) |
Deferred
|
|
|
339 |
|
|
|
21,208 |
|
|
|
(1,430 |
) |
|
|
258 |
|
Tax incentives -
ADENE
|
|
|
- |
|
|
|
- |
|
|
|
9,777 |
|
|
|
15,973 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
c. Tax exemption
The following subsidiaries are entitled
to partial or total exemption from IRPJ under the government’s program for
development of Northeastern Brazil:
Subsidiary
|
|
Units
|
|
Incentive -
%
|
|
Expiration
|
|
|
|
|
|
|
|
Oxiteno Nordeste S.A. Indústria e
Comércio
|
|
Camaçari
plant
|
|
|
|
|
|
|
|
|
|
|
|
Bahiana Distribuidora de Gás
Ltda.
|
|
Mataripe
base
|
|
75
|
|
2013
|
|
|
Suape base
(*)
|
|
100
|
|
2007
|
|
|
Aracaju base
(**)
|
|
75
|
|
2017
|
|
|
Caucaia
base
|
|
75
|
|
2012
|
|
|
|
|
|
|
|
Terminal Químico de Aratu S.A. –
Tequimar
|
|
Aratu
terminal
|
|
75
|
|
2012
|
|
|
Suape
terminal
|
|
75
|
|
2015
|
|
(*)
|
Tax exemption of the Suape base
expired in December 2007, and a request was filed with the Agency for the
Development of the Northeast (ADENE), responsible for managing this
incentive plan, asking for 75% tax relief until 2017. If this 75% relief
is not granted, the subsidiary will file another request with ADENE for
12.5% relief until 2013, to which it is entitled because it is located in
an incentive area and is considered a priority economic activity for the
development of the region. As a result, the subsidiary has not recorded
the tax benefit for this
unit.
|
|
(**)
|
Due to the upgrade of the Aracaju
base, the Agency for the Development of the Northeast (ADENE) approved an
increase in the income tax relief from 25% to 75% until 2017, through a
report issued on December 19, 2008. In May 2009, the period of 120 days
that Federal Revenue Service had to express itself about the tax
benefit report expired, fact that allowed the subsidiary to record the tax
benefit in the accumulated amount of R$
850.
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
11
|
Prepaid expenses
(Consolidated)
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
|
|
|
|
|
Rents
|
|
|
28,577 |
|
|
|
23,235 |
|
Advertising and
publicity
|
|
|
15,700 |
|
|
|
20,392 |
|
Insurance
premiums
|
|
|
8,326 |
|
|
|
11,285 |
|
Purchases of meal and
transportation tickets
|
|
|
2,833 |
|
|
|
2,820 |
|
Taxes and other prepaid
expenses
|
|
|
18,782 |
|
|
|
10,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
74,218 |
|
|
|
68,462 |
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
51,197 |
|
|
|
44,715 |
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
23,021 |
|
|
|
23,747 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
a. Subsidiaries (parent
company)
|
|
Investments
|
|
|
Equity
|
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia
Brasileira de Petróleo Ipiranga
|
|
|
2,616,330 |
|
|
|
2,633,980 |
|
|
|
196,641 |
|
|
|
172,324 |
|
Oxiteno
S.A. Indústria e Comércio
|
|
|
1,559,077 |
|
|
|
1,551,023 |
|
|
|
22,433 |
|
|
|
51,155 |
|
Ultracargo
– Operações Logísticas e Participações Ltda.
|
|
|
637,255 |
|
|
|
626,394 |
|
|
|
17,840 |
|
|
|
1,746 |
|
Sociedade
Brasileira de Participações Ltda.
|
|
|
- |
|
|
|
62,861 |
|
|
|
(17,076 |
) |
|
|
- |
|
Refinaria
de Petróleo Riograndense S.A. (joint control)
|
|
|
(6,002 |
) |
|
|
(11,888 |
) |
|
|
9,302 |
|
|
|
(14,754 |
) |
Distribuidora
de Produtos de Petróleo Ipiranga S.A. (i)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
16,510 |
|
Ultragaz
Participações Ltda. (i)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,133 |
|
Imaven
Imóveis Ltda.
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,286 |
|
|
|
|
4,806,660 |
|
|
|
4,862,370 |
|
|
|
229,140 |
|
|
|
241,400 |
|
|
(i)
|
Subsidiaries merged in the last
quarter of 2008 into Companhia Brasileira de Petróleo
Ipiranga.
|
b. Affiliated companies
(consolidated)
|
|
Investments
|
|
|
Equity
|
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportadora
Sulbrasileira de Gás S.A.
|
|
|
6,589 |
|
|
|
7,310 |
|
|
|
(69 |
) |
|
|
12 |
|
Química
da Bahia Indústria e Comércio S.A. (ii)
|
|
|
3,752 |
|
|
|
3,612 |
|
|
|
118 |
|
|
|
(91 |
) |
Oxicap
Indústria de Gases Ltda. (ii)
|
|
|
1,928 |
|
|
|
1,958 |
|
|
|
(10 |
) |
|
|
160 |
|
Metalúrgica
Plus S.A. (ii)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(22 |
) |
|
|
|
12,269 |
|
|
|
12,880 |
|
|
|
39 |
|
|
|
59 |
|
|
(ii)
Interim financial statements audited by other independent
auditors.
|
In the
interim consolidated financial statements, the investment of the subsidiary
Oxiteno S.A. Indústria e Comércio in the affiliate Oxicap Indústria de Gases
Ltda. is valued by the equity method of accounting based on its financial
statements as of May 31, 2009, while the other affiliates are valued based on
the interim financial statements as of June 30, 2009.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
13 Fixed assets
(Consolidated)
|
|
|
|
|
|
|
|
|
|
|
|
Average annual depreciation rate -
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
Provision for
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lands
|
|
|
- |
|
|
|
392,510 |
|
|
|
- |
|
|
|
(197 |
) |
|
|
392,313 |
|
|
|
192,053 |
|
Buildings
|
|
|
4 |
|
|
|
1,057,642 |
|
|
|
(403,780 |
) |
|
|
- |
|
|
|
653,862 |
|
|
|
467,616 |
|
Leasehold
improvements
|
|
|
6 |
|
|
|
328,627 |
|
|
|
(155,294 |
) |
|
|
- |
|
|
|
173,333 |
|
|
|
134,598 |
|
Machinery and
equipment
|
|
|
10 |
|
|
|
2,432,311 |
|
|
|
(890,874 |
) |
|
|
(1,591 |
) |
|
|
1,539,846 |
|
|
|
1,430,998 |
|
Light fuel/lubricant
distribution
equipment
and facilities
|
|
|
10 |
|
|
|
1,190,566 |
|
|
|
(724,829 |
) |
|
|
- |
|
|
|
465,737 |
|
|
|
395,280 |
|
LPG tanks and
bottles
|
|
|
10 |
|
|
|
339,390 |
|
|
|
(191,024 |
) |
|
|
- |
|
|
|
148,366 |
|
|
|
129,815 |
|
Vehicles
|
|
|
21 |
|
|
|
240,816 |
|
|
|
(179,676 |
) |
|
|
- |
|
|
|
61,140 |
|
|
|
62,047 |
|
Furniture and
utensils
|
|
|
10 |
|
|
|
88,534 |
|
|
|
(49,609 |
) |
|
|
- |
|
|
|
38,925 |
|
|
|
31,671 |
|
Construction in
progress
|
|
|
- |
|
|
|
166,528 |
|
|
|
- |
|
|
|
- |
|
|
|
166,528 |
|
|
|
165,943 |
|
Advances to
suppliers
|
|
|
- |
|
|
|
75,358 |
|
|
|
- |
|
|
|
- |
|
|
|
75,358 |
|
|
|
89,873 |
|
Imports in
progress
|
|
|
- |
|
|
|
1,745 |
|
|
|
- |
|
|
|
- |
|
|
|
1,745 |
|
|
|
1,687 |
|
Computer
equipment
|
|
|
20 |
|
|
|
169,266 |
|
|
|
(133,058 |
) |
|
|
- |
|
|
|
36,208 |
|
|
|
35,827 |
|
|
|
|
|
|
|
|
6,483,293 |
|
|
|
(2,728,144 |
) |
|
|
(1,788 |
) |
|
|
3,753,361 |
|
|
|
3,137,408 |
|
There
were no changes in the provision for losses during the first semester of
2009.
Construction in progress relates
substantially to: (i) expansions and renovations in industrial facilities and
(ii) construction and upgrade of service stations and fuel distribution
bases.
Advances to suppliers of fixed assets
relate basically to toll manufacturing of equipment for expansion of
plants.
As permitted by Law 11638/07 and
Resolution CVM 565/08, the Company decided to maintain the revaluation balances
until their realization, through depreciation or write-off, and they became part
of the cost value of the goods. As of June 30, 2009, the revaluation balance of
fixed assets was R$ 21,795 (R$ 22,278 as of March 31, 2009).
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
14 Intangible assets
(Consolidated)
|
|
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
Average annual amortization rate -
%
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
Provision for
losses
|
|
|
Net
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
- |
|
|
|
813,622 |
|
|
|
(103,046 |
) |
|
|
- |
|
|
|
710,576 |
|
|
|
496,741 |
|
Software
|
|
|
20 |
|
|
|
216,586 |
|
|
|
(141,760 |
) |
|
|
- |
|
|
|
74,826 |
|
|
|
70,121 |
|
Technology
|
|
|
20 |
|
|
|
18,141 |
|
|
|
(5,195 |
) |
|
|
- |
|
|
|
12,946 |
|
|
|
13,713 |
|
Commercial property
rights
|
|
|
3 |
|
|
|
16,334 |
|
|
|
(3,044 |
) |
|
|
- |
|
|
|
13,290 |
|
|
|
13,427 |
|
Market
rights
|
|
|
20 |
|
|
|
17,561 |
|
|
|
(13,977 |
) |
|
|
- |
|
|
|
3,584 |
|
|
|
3,658 |
|
Others
|
|
|
10 |
|
|
|
3,860 |
|
|
|
(698 |
) |
|
|
(1,084 |
) |
|
|
2,078 |
|
|
|
529 |
|
|
|
|
|
|
|
|
1,086,104 |
|
|
|
(267,720 |
) |
|
|
(1,084 |
) |
|
|
817,300 |
|
|
|
598,189 |
|
Movements in intangible assets as of
June 30, 2009 are as follows:
|
|
Goodwill
|
|
|
Software
|
|
|
Technology
|
|
|
Commercial property
rights
|
|
|
Market
rights
|
|
|
Others
|
|
|
Total
|
|
Balance at March
31, 2009
|
|
|
496,741 |
|
|
|
70,121 |
|
|
|
13,713 |
|
|
|
13,427 |
|
|
|
3,658 |
|
|
|
529 |
|
|
|
598,189 |
|
Additions
|
|
|
213,835 |
|
|
|
10,828 |
|
|
|
- |
|
|
|
- |
|
|
|
405 |
|
|
|
2,063 |
|
|
|
227,131 |
|
Write-offs
|
|
|
- |
|
|
|
12 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12 |
|
Amortization
|
|
|
- |
|
|
|
(6,135 |
) |
|
|
(767 |
) |
|
|
(137 |
) |
|
|
(479 |
) |
|
|
(514 |
) |
|
|
(8,032 |
) |
Balance at June
30, 2009
|
|
|
710,576 |
|
|
|
74,826 |
|
|
|
12,946 |
|
|
|
13,290 |
|
|
|
3,584 |
|
|
|
2,078 |
|
|
|
817,300 |
|
Average annual
amortization
rate - %
|
|
|
|
|
|
|
20 |
|
|
|
20 |
|
|
|
3 |
|
|
|
20 |
|
|
|
10 |
|
|
|
|
|
In the income for the semester, the
amount of R$ 8,032 was recorded as amortization of intangible assets, of which
R$ 6,129 was classified as expenses and the rest was allocated to production and
service cost.
Goodwill from acquisition of companies
was amortized as of December 31, 2008, when its amortization ended, and the net
remaining balance is tested for impairment annually.
The Company has the following balances
of goodwill as of June 30, 2009 and March 31, 2009, net of tax effects (See Note
10.a):
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
|
|
06/30/2009
|
|
|
03/31/2009
|
|
Goodwill on the acquisition
of:
|
|
|
|
|
|
|
Ipiranga
|
|
|
276,724 |
|
|
|
276,724 |
|
União
Terminais
|
|
|
211,089 |
|
|
|
211,089 |
|
Texaco (*)
|
|
|
213,835 |
|
|
|
- |
|
Others
|
|
|
8,928 |
|
|
|
8,928 |
|
|
|
|
710,576 |
|
|
|
496,741 |
|
|
(*) On March 31, 2009, the
subsidiary SBP finalized the acquisition of Texaco (see Notes 4 and
20).
|
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 transportation and storage
management, accounting information and other systems.
The Company records as technology
certain rights held by the subsidiaries Oxiteno S.A. Indústria e Comércio,
Oxiteno Nordeste S.A. Indústria e Comércio, and Oleoquímica Indústria e Comércio
de Produtos Químicos Ltda. Such licenses cover the production of
ethylene oxide, ethylene glycols, ethanolamines, glycol ethers, ethoxylates,
solvents, fatty acids from vegetable oils, fatty alcohols, and specialty
chemicals, which products are supplied to various
industries.
Commercial property rights include those
described below:
|
•
|
On July 11, 2002, the subsidiary
Tequimar executed an agreement with CODEBA – Companhia das Docas do Estado
da Bahia, which allows exporting from the area in which the Aratu Terminal
is located for 20 years, renewable for a like period. The price paid by
Tequimar was R$ 12,000, which is being amortized over the period from
August 2002 to July 2042.
|
|
•
|
In addition, the subsidiary
Tequimar has a lease contract for an area adjacent to the Port of Santos for 20 years from December 2002,
renewable for a like 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 over the period from August 2005 to December
2022.
|
Research & development expenses
amounted to R$ 5,458 in the income for the period ended as of June 30, 2009 (R$
4,697 in the income as of June 30, 2008).
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
15 Deferred charges
(Consolidated)
|
|
|
|
|
|
|
|
|
|
|
|
Average annual amortization rate -
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
Net
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
costs
|
|
|
26 |
|
|
|
25,910 |
|
|
|
(13,254 |
) |
|
|
12,656 |
|
|
|
14,128 |
|
Restructuring costs relate to the LPG
distribution business, namely: (i) costs for expansion projects involving new
regions of activity and (ii) costs for restructuring the home distribution
network to increase the contribution margin and expand the bottled gas business
through new dealers. Costs will be maintained in this group until they are fully
amortized, which will occur in December 2013.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
16 Financing, debentures and finance lease
- Consolidated
Description
|
|
|
|
|
|
|
|
Index/Currency
|
|
|
Annual financial
charges
2009
- %
|
|
Maturity
|
Foreign
currency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes in the foreign market
(b)
|
|
|
482,632 |
|
|
|
582,756 |
|
|
US$
|
|
|
|
+7.2
|
|
2015
|
Notes in the foreign market
(c)
|
|
|
117,151 |
|
|
|
142,147 |
|
|
US$
|
|
|
|
+9.0
|
|
2020
|
Syndicated loan
(c)
|
|
|
116,909 |
|
|
|
139,917 |
|
|
US$ + LIBOR
(i)
|
|
|
|
+1.2
|
|
2011
|
ACC
|
|
|
105,564 |
|
|
|
130,150 |
|
|
US$
|
|
|
+1.2 to 7.0
|
|
<189
days
|
BNDES
|
|
|
42,852 |
|
|
|
49,160 |
|
|
US$
|
|
|
+5.5 to 8.6
|
|
2010 to
2015
|
Financial
institutions
|
|
|
37,642 |
|
|
|
46,495 |
|
|
US$ + LIBOR
(i)
|
|
|
+1.1 to 2.1
|
|
2009 to
2011
|
Financial
institutions
|
|
|
12,342 |
|
|
|
14,541 |
|
|
MX$ + TIIE
(ii)
|
|
|
+1.0 to 4.0
|
|
2009 to
2014
|
FINIMP - União
Terminais
|
|
|
4,023 |
|
|
|
4,740 |
|
|
US$
|
|
|
+7.0 to 7.8
|
|
2009 to
2012
|
Financial
institutions
|
|
|
2,078 |
|
|
|
326 |
|
|
Bs (iv)
|
|
|
+19.0 to
28.0
|
|
2010 to
2013
|
BNDES
|
|
|
1,130 |
|
|
|
2,372 |
|
|
UMBNDES
(iii)
|
|
|
+6.4 to 8.2
|
|
2009 to
2011
|
Subtotal
|
|
|
922,323 |
|
|
|
1,112,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local
currency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures
(d)
|
|
|
1,197,106 |
|
|
|
- |
|
|
CDI
|
|
|
|
+3.0
|
|
2012
|
Promissory notes
(d)
|
|
|
- |
|
|
|
1,239,967 |
|
|
CDI
|
|
|
|
+3.6
|
|
2009
|
Banco do
Brasil
|
|
|
539,174 |
|
|
|
528,838 |
|
|
CDI
|
|
|
91.0 to
95.0
|
|
2009 to
2010
|
Caixa Econômica
Federal
|
|
|
493,188 |
|
|
|
493,475 |
|
|
CDI
|
|
|
|
120.0
|
|
2012
|
BNDES
|
|
|
387,719 |
|
|
|
393,968 |
|
|
TJLP (v)
|
|
|
+1.5 to 4.8
|
|
2009 to
2018
|
Banco do Nordeste do
Brasil
|
|
|
119,194 |
|
|
|
103,519 |
|
|
FNE (vi)
|
|
|
8.5 to 10.0
|
|
2018
|
Working capital loan -
MaxFácil
|
|
|
106,228 |
|
|
|
111,514 |
|
|
CDI
|
|
|
|
100.0
|
|
2010
|
FINEP
|
|
|
59,589 |
|
|
|
63,464 |
|
|
TJLP (v)
|
|
|
-2.0 to
+5.0
|
|
2009 to
2014
|
Working capital loan - União
Terminais/RPR
|
|
|
40,936 |
|
|
|
31,090 |
|
|
CDI
|
|
|
105.0 to
130.1
|
|
2009 to
2011
|
FINAME
|
|
|
27,294 |
|
|
|
33,563 |
|
|
TJLP (v)
|
|
|
+2.0 to 5.1
|
|
2009 to
2013
|
Postfixed finance lease
(e)
|
|
|
19,104 |
|
|
|
21,888 |
|
|
CDI
|
|
|
+0.3 to 1.6
|
|
2009 to
2011
|
Prefixed finance lease
(e)
|
|
|
1,435 |
|
|
|
1,115 |
|
|
R$
|
|
|
+13.0 to
15.9
|
|
2010 to
2014
|
Others
|
|
|
3,060 |
|
|
|
3,474 |
|
|
CDI
|
|
|
+0.3 to 0.5
|
|
2009 to
2011
|
Subtotal
|
|
|
2,994,027 |
|
|
|
3,025,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of financing, debentures and
finance lease
|
|
|
3,916,350 |
|
|
|
4,138,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
885,594 |
|
|
|
2,083,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
3,030,756 |
|
|
|
2,054,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
|
(i)
|
LIBOR =
London Interbank
Offered Rate
|
|
(ii)
|
MX$ = Mexican peso; TIIE = Mexican
interbank balance interest
rate.
|
|
(iii)
|
UMBNDES = monetary unit of BNDES
(Banco Nacional de Desenvolvimento Econômico e Social) is a “basket of
currencies” representing the composition of foreign currency debt
obligations of BNDES. As of June 2009, 95% of this composition reflected
the U.S. dollar.
|
|
(iv)
|
Bs = Venezuelan
Bolivar.
|
|
(v)
|
TJLP = set by the National
Monetary Council, TJLP is the basic financing cost of
BNDES.
|
|
(vi)
|
FNE = Northeast Constitutional
Financing Fund.
|
The long-term amounts break down as
follows by year of maturity:
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
|
|
|
|
|
From 1 to 2
years
|
|
|
516,384 |
|
|
|
349,097 |
|
From 2 to 3
years
|
|
|
1,661,343 |
|
|
|
728,455 |
|
From 3 to 4
years
|
|
|
104,754 |
|
|
|
106,009 |
|
From 4 to 5
years
|
|
|
68,339 |
|
|
|
76,203 |
|
More than 5
years
|
|
|
679,936 |
|
|
|
795,174 |
|
|
|
|
3,030,756 |
|
|
|
2,054,938 |
|
As provided in Resolution CVM 556/08,
transaction costs and issue premiums associated with fund raising by the Company
and its subsidiaries were added to their financial liabilities, and the
effective interest rate of each fund raised was calculated.
b.
Notes in the foreign
market
In December 2005, the subsidiary LPG
International Inc. issued US$ 250 million in notes in the foreign market, with
maturity in December 2015 and financial charge of 7.25% p.a., paid semiannually,
with the first payment due June 2006. The issue price was 98.75% of the face
value of the note, which represented a total return of 7.429% p.a. for the
investor at the time of issuance. The notes were secured by the Company and
Oxiteno S.A. Indústria e Comércio.
As a result of the issuance of notes in
the foreign market, the Company and its subsidiaries, as mentioned above, are
subject to certain commitments, including:
|
•
|
Limitation of transactions with
shareholders owning more than 5% of any class of stock of the Company that
are not as favorable to the Company as available in the
market.
|
|
•
|
Required resolution of the Board
of Directors for transactions with related parties in an amount exceeding
US$ 15 million (except for transactions of the Company with subsidiaries
and between subsidiaries).
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
|
•
|
Restriction on transfer of all or
substantially all assets of the Company and its
subsidiaries.
|
|
•
|
Restriction on encumbrance of
assets exceeding US$ 150 million or 15% of the value of the consolidated
tangible assets.
|
The restrictions imposed on the Company
and its subsidiaries are usual in transactions of this kind and have not limited
their ability to conduct their business to date.
c.
Notes in the foreign
market
In June 1997, the subsidiary Companhia
Ultragaz S.A. issued US$ 60 million in notes in the foreign market (Original
Notes), with maturity in 2005, and in June 2005 obtained the extension of the
maturity of these notes for June 2020, with put/call option in June 2008, which
was not exercised by the subsidiary and financial institutions. The next
put/call option will be on June 2011.
In June 2005, the subsidiary Oxiteno
Overseas Corp. acquired all the Original Notes issued by Companhia Ultragaz S.A.
with funds from a syndicated loan in the amount of US$ 60 million with maturity
in June 2008 and financial charge of 5.05% p.a. In June 2008, the syndicated
loan was renewed under the same conditions, but the financial charges have been
changed to LIBOR + 1.25% p.a. The syndicated loan is secured by the Company and
Oxiteno S.A. Indústria e Comércio.
As a result of the issuance of the
syndicated loan, some obligations other than those in Note 16.b) must be
maintained by the Company:
|
•
|
Maintenance of a financial index,
determined by the ratio between net debt and consolidated Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA), at less than or
equal to 3.5.
|
|
•
|
Maintenance of a financial index,
determined by the ratio between consolidated EBITDA and consolidated net
financial expenses, higher than or equal to
1.5.
|
The restrictions imposed on the Company
and its subsidiaries are usual in transactions of this kind and have not limited
their ability to conduct their business to date.
In April 2006, the subsidiary Oxiteno
Overseas Corp. sold the Original Notes issued by Companhia Ultragaz S.A. to a
financial institution. Simultaneously, the subsidiary acquired from that
financial institution notes linked to the Original Notes (the Linked Notes), as
described in Note 5, thus obtaining an additional return on this investment. The
transaction matures in 2020, and both the subsidiary and the financial
institution may prepay it. In case of insolvency of the financial institution,
Companhia Ultragaz S.A. would have to settle the Original Notes, but Oxiteno
Overeseas Corp. would continue to be the creditor of the Linked
Notes.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
d.
Debentures and Promissory
Notes
In June 2009, the Company issued its
third tranche of debentures in single series of 1,200 simple debentures, not
convertible into shares, with the following features:
Face value of
each:
|
R$
1,000,000.00
|
Final
maturity:
|
May 19,
2012
|
Payment of the face
value:
|
Lump sum at final
maturity
|
Interest:
|
100% CDI + 3.0%
p.a.
|
Payment of
interest:
|
Lump sum at final
maturity
|
Reprice:
|
Not
aplicable
|
The funds obtained with this issuance
were used for the payment, in June 2009, of 120 Promissory Notes in the total
amount of R$ 1,200,000 issued by the Company in December 2008. The issuance of
debentures allowed Ultrapar lengthen its debt profile, reduce its cost of
financing from CDI + 3.6% to CDI + 3.0% p.a., improving its financial
flexibility and increasing its liquidity.
The subsidiaries CBPI, Serma, SBP and
Tequimar have finance lease contracts primarily related to fuel distribution
equipment, such as tanks, pumps, VNG compressors, computer equipment and
vehicles. These contracts have terms between 36 and 60
months.
The subsidiaries have the option to
purchase the assets at a price substantially lower than the fair price on the
date of option, and Management intends to exercise such option. No restrictions
are imposed on these agreements.
The amounts of the fixed assets, net of
depreciation, and of the liabilities corresponding to such equipment, recorded
in the interim financial statements as of June 30, 2009, are shown
below:
|
|
Fuel distribution
equipment
|
|
|
IT equipment and
vehicles
|
|
|
|
|
|
|
|
|
Fixed assets net of
depreciation
|
|
|
23,939 |
|
|
|
3,522 |
|
|
|
|
|
|
|
|
|
|
Financing
|
|
|
18,574 |
|
|
|
1,965 |
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
11,399 |
|
|
|
847 |
|
Non-current
|
|
|
7,175 |
|
|
|
1,118 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
The future disbursements (installments),
assumed under these contracts, total approximately:
|
|
Fuel distribution
equipment
|
|
|
IT equipment and
vehicles
|
|
|
|
|
|
|
|
|
Up to 1
year
|
|
|
11,680 |
|
|
|
1,027 |
|
More than 1
year
|
|
|
7,333 |
|
|
|
1,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
19,013 |
|
|
|
2,410 |
|
The above installments include the
amounts of ISS payable on the monthly installments.
Financing is secured by liens on fixed
assets amounting to R$ 52,084 as of June 30, 2009 (R$ 59,747 as of March 31,
2009), guarantees provided to subsidiaries in the amount of R$ 1,859,590 as of
June 30, 2009 (R$ 1,445,491 as of March 31, 2009) and promissory
notes.
Some subsidiaries issued collaterals 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, the 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$ 11,995 as
of June 30, 2009 (R$ 15,076 as of March 31, 2009), with maturities of up to 210
days. As of June 30, 2009, the Company and its subsidiaries did not have losses
or recorded any liabilities in connection with these
collaterals.
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$ 10
million. As of June 30, 2009, there was no event of default of the debts of the
Company and its subsidiaries.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
17 Shareholders’ equity
a. Share capital
The Company is a publicly traded company
listed on the São
Paulo and New York Stock
Exchanges, with a subscribed and paid-in capital represented by 136,095,999
shares without par value, including 49,429,897 common and 86,666,102 preferred
shares.
As of June 30, 2009, 12,641,725
preferred shares were outstanding abroad in the form of American Depositary
Receipts (ADRs).
Preferred shares are nonconvertible into
common shares, nonvoting, and give their holders priority in capital redemption,
without premium, upon liquidation of the Company.
At the beginning of 2000, the Company,
granted tag-along rights under a shareholders’ agreement, which gives
non-controlling shareholders the right to the same conditions as negotiated by
the controlling shareholders in case of transfer of the control of the Company.
In 2004, these rights were incorporated into the Bylaws of the
Company.
The Company is authorized to increase
the capital without amendment to the Bylaws, by resolution of the Board of
Directors, up to the limit of R$ 4,500,000 through the issuance of common or
preferred shares, regardless of the current number of shares, subject to the
limit of 2/3 of preferred shares in the total shares issued.
b. Treasury shares
The Company acquired shares issued by
itself at market prices without capital reduction, to be held in treasury and to
be subsequently disposed of or cancelled, in accordance with Instructions CVM 10
of February 14, 1980 and 268 of November 13, 1997. In the first semester of 2009
no repurchase of shares occured.
As of June 30, 2009, the financial
statements of the parent company totaled 2,201,272 preferred shares and 6,617
common shares held in treasury, acquired at an average cost of R$ 57.79 and R$
19.30 per share, respectively. In the consolidated financial statements,
2,592,247 preferred shares and 6,617 common shares are held in treasury,
acquired at an average cost of R$ 54.22 and R$ 19.30 per share,
respectively.
The price of preferred shares issued by
the Company as of June 30, 2009 on BM&FBovespa was R$
62.14.
c. Capital reserve
The capital reserve reflects the premium
of the transfer of shares at market price to be held in treasury in the
Company’s subsidiaries, at an average price of R$ 41.55 per share. Such shares
were used to award beneficial ownership to executives of these subsidiaries, as
mentioned in Note 9.c).
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
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, and also based on the
tax effects of the provisions created by these subsidiaries.
In some cases, tax charges on the
equity-method revaluation reserve of certain subsidiaries are recognized as the
reserve is realized, as they preceded the issuance of Resolution CVM
183/95.
e. Retention of profits
reserve
Used for investments contemplated in a
capital budget, mainly for expansion, productivity, and quality, acquisitions
and new investments. Formed in accordance with Article 196 of the Brazilian
Corporate Law, it includes both the portion of net income for the year and the
realization of the revaluation reserve, and in 2008, the portion of initial
adjustments to Laws 11638/07 and 11941/09.
f. Unrealized profits
reserve
Formed in accordance with Article 197 of
the Brazilian Corporate Law, based on the equity in income of affiliates earned
by the Company. Its realization normally occurs upon receipt of dividends,
disposal and write-off of investments.
g. Reconciliation between parent company
and consolidated shareholders’ equity
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
|
|
|
|
|
Parent company shareholders’
equity
|
|
|
4,841,987 |
|
|
|
4,754,209 |
|
Treasury shares held by
subsidiaries – net of realization
|
|
|
(10,330 |
) |
|
|
(10,759 |
) |
Capital reserve from sale of
treasury shares to subsidiaries – net
of
realization
|
|
|
(1,841 |
) |
|
|
(1,921 |
) |
|
|
|
|
|
|
|
|
|
Consolidated shareholders’
equity
|
|
|
4,829,816 |
|
|
|
4,741,529 |
|
h. Valuation adjustment
The differences between the fair value
and adjusted cost (i) of financial investments classified as available for sale
and (ii) of financial instruments designated as a cash flow hedge are directly
recognized in the shareholders’ equity as Valuation adjustment. Gains and losses
recorded in the shareholders’ equity are included in income, in the case of
prepayment.
i. Cumulative translation
adjustments
The change in exchange rates on foreign
investments denominated in a currency other than the currency of the Company is
directly recognized in the shareholders’ equity. This accumulated effect is
reflected in income for the year as a gain or loss only in case of disposal or
write-off of the investment.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
18 Other income
Other income is primarily composed of R$
9,911 (revenue) (R$ 7,227 (revenue) as of June 30, 2008) of proceeds from the
sale of fixed assets, especially LPG bottles, land and
vehicles.
19 Segment information
The company operates four main business
segments: gas distribution, fuel distribution, chemicals, and logistics. The gas
distribution segment distributes LPG to residential, commercial, and industrial
consumers, especially in the South, Southeast, and Northeast Regions of Brazil.
The fuel distribution segment operates the distribution of fuels and lubricants
and related activities throughout the national territory, from the Texaco
acquisition on. The chemicals segment produces ethylene oxide and its
derivatives, which are the raw materials for cosmetics &
detergent, agrochemical, paint & varnish, and other industries. The
logistics segment provides transportation and storage services, especially in
the Southeast, and Northeast Regions of Brazil. The segments shown in the
financial statements are strategic business units supplying different products
and services. Inter-segment sales are at prices similar to those that would be
charged to third parties.
The main financial information on each
segment of the Company can be stated as follows (excluding inter-segment
transactions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
|
1,626,751 |
|
|
|
932,799 |
|
|
|
139,284 |
|
|
|
13,326,360 |
|
|
|
8,010 |
|
|
|
16,033,204 |
|
|
|
12,919,783 |
|
Operating earnings before
financial revenues (expenses), other revenues and equity in income of
affiliates
|
|
|
66,949 |
|
|
|
24,357 |
|
|
|
25,862 |
|
|
|
254,919 |
|
|
|
20,886 |
|
|
|
392,973 |
|
|
|
303,886 |
|
Total
assets
|
|
|
1,079,210 |
|
|
|
2,662,410 |
|
|
|
867,072 |
|
|
|
5,049,003 |
|
|
|
542,722 |
|
|
|
10,200,417 |
|
|
|
9,023,818 |
|
On the table above, the column “others”
is composed primarily of the parent company Ultrapar Participações S.A. and the
investment in the Refining business.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
20 Financial income
(Consolidated)
|
|
06/30/2009
|
|
|
06/30/2008
|
|
|
|
|
|
|
|
|
Financial
revenues:
|
|
|
|
|
|
|
Interest on financial
investments
|
|
|
70,524 |
|
|
|
112,030 |
|
Interest from
customers
|
|
|
16,589 |
|
|
|
8,000 |
|
Other
revenues
|
|
|
2,761 |
|
|
|
1,371 |
|
|
|
|
89,874 |
|
|
|
121,401 |
|
|
|
|
|
|
|
|
|
|
Financial
expenses:
|
|
|
|
|
|
|
|
|
Interest on
financing
|
|
|
(185,529 |
) |
|
|
(117,155 |
) |
Interest on
debentures
|
|
|
(9,638 |
) |
|
|
(22,087 |
) |
Interest on finance
lease
|
|
|
(1,393 |
) |
|
|
(1,001 |
) |
Bank charges, IOF and other
financial expenses (*)
|
|
|
(32,157 |
) |
|
|
(14,467 |
) |
Monetary changes and changes in
exchange rates, net of income from hedging
instruments
|
|
|
1,335 |
|
|
|
(5,415 |
) |
Provisions updating and other
expenses
|
|
|
(8,358 |
) |
|
|
(10,095 |
) |
|
|
|
(235,740 |
) |
|
|
(170,220 |
) |
Financial
income
|
|
|
(145,866 |
) |
|
|
(48,819 |
) |
(*)
Includes R$ 4.5 million related to IOF (tax on financial operations) on foreign
exchange contract for the acquisition of Texaco and bank charges of R$ 7.3
incurred in the issuance of the Commercial Promissory Notes by
the Company in June 2009 (see Note 16.d).
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
21 Risks and financial instruments
(Consolidated)
Risk
management and financial instruments - Governance
The main risk factors to which the
Company and its subsidiaries are exposed reflect strategic/operational and
economic/financial aspects. Operational/strategic risks (including, but not
limited to, demand behavior, competition, technological innovation, and material
changes in the industry structure) are addressed by the Company’s management
model. Economic/financial risks primarily reflect default of customers, behavior
of macroeconomic variables, such as exchange and interest rates, as well as the
characteristics of the financial instruments used by the Company and its
subsidiaries and by their counterparties. These risks are managed through
control policies, specific strategies, and establishment of
limits.
The Company has a conservative policy
for the management of assets, financial instruments and financial risks approved
by its Board of Directors (“Policy”). In accordance with the Policy, the main
objectives of financial management is to preserve the value and liquidity of
financial assets and ensure financial resources for the proper conduct of
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, with the assistance of the tax and accounting
areas.
|
•
|
Supervision
and monitoring of
compliance with the principles, guidelines and standards of the Policy is
the responsibility of the Risk and Investment Committee, set up more than
10 years ago and composed of members of the Company’s 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, fund raising, 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 Company’s Board of
Directors.
|
•
|
Continuous
enhancement of the
Policy is the joint responsibility of the Board of Directors, the
Committee, and the Financial
Area.
|
Ultrapar
Participações S.A. and Subsidiaries
Notes to the
interim financial statements
(In thousands of
Reais, unless otherwise stated)
Currency
risk
Most transactions of the Company and its
subsidiaries are located in Brazil and, therefore, the reference currency
for currency risk management is the 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 subsidiaries of the Company use
exchange rate hedging instruments (especially between the Real and the U.S.
dollar) available in the financial market to protect their assets, liabilities,
receipts and disbursements in foreign currency, in order to reduce the effects
of changes in exchange rates on its results and cash flows in 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 currency to which they are
related. Assets and liabilities in foreign currency are stated below, translated
into Reais as of June 30, 2009 and March 31, 2009:
Assets and liabilities in foreign
currency
(Amounts in millions of
Reais)
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
|
|
|
|
|
|
Assets in foreign
currency
|
|
|
|
|
|
|
Financial investments in foreign
currency
|
|
|
379.8 |
|
|
|
658.2 |
|
Investments in foreign
subsidiaries
|
|
|
65.9 |
|
|
|
87.0 |
|
Foreign trade receivables, net of
advances on export contract
and
provision for loss
|
|
|
60.6 |
|
|
|
51.3 |
|
Foreign currency cash and cash
equivalents
|
|
|
6.2 |
|
|
|
14.9 |
|
Advances to international
suppliers, net of accounts payable arising from
imports
|
|
|
31.2 |
|
|
|
14.1 |
|
|
|
|
543.7 |
|
|
|
825.5 |
|
|
|
|
|
|
|
|
|
|
Liabilities in foreign
currency
|
|
|
|
|
|
|
|
|
Financing in foreign
currency
|
|
|
922.3 |
|
|
|
1,112.6 |
|
|
|
|
|
|
|
|
|
|
Currency hedging
instruments
|
|
|
206.4 |
|
|
|
223.5 |
|
|
|
|
|
|
|
|
|
|
Net asset (liability)
position
|
|
|
(172.2 |
) |
|
|
(63.6 |
) |
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
Based on the net liability position of
R$ 172.2 million in foreign currency shown above, we estimate that a 10%
devaluation (valuation) of the Real would produce a total effect of R$ 17.2
million, of which R$ 22.5 million of financial expense (revenue) and R$ 5.3
million of gain (loss) directly recognized in the shareholders’ cummulative
translation adjustments (see Note 3.n).
Interest
rate risk
The Company and its subsidiaries adopt
conservative policies for fund raising and use of financial resources and
capital cost minimization. The financial investments of the Company and its
subsidiaries are primarily held in transactions linked to the interest rate for
Interbank Certificate of Deposit (CDI), as set forth in Note 5. Fund raising
primarily results from financing from BNDES and other development agencies,
debentures and funds raised in foreign currency, as shown in Note
16.
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
June 30, 2009, the Company and its subsidiaries did not have derivative
financial instruments for interest rate risk management linked to domestic
loans.
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 cash equivalents, financial investments, and
accounts receivable.
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
volumes of cash and cash equivalents, financial investments, and hedging
instruments are subject to maximum limits by institution and, therefore, require
diversification of counterparty.
Government
credit risk - The Company and its subsidiaries have financial investments in
federal government bonds of Brazil and countries rated AAA or Aaa by
specialized credit rating agencies. The volumes of financial investments are
subject to maximum limits by country and, therefore, require diversification of
counterparty.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
Customer credit risk - Such risks are
managed by each business unit through specific criteria for acceptance of
customers and credit rating and are additionally mitigated by diversification of
sales. Oxiteno S.A. Indústria e Comércio and its subsidiaries maintained, as of
June 30, 2009, R$ 2,752 (R$ 2,407 as of March 31, 2009), the subsidiaries
Bahiana Distribuidora de Gás Ltda. and Companhia Ultragaz S.A. maintained, R$
11,473 (R$ 9,339 as of March 31, 2009), Ipiranga/Refining maintained, R$ 94,867
(R$ 48,266 as of March 31, 2009), and the subsidiaries of Ultracargo Operações
Logísticas e Participações Ltda. maintained, R$ 1,754 (R$ 1,593 as of March 31,
2009) as a provision for potential loss on their accounts and assets
receivables.
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 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 of this Note and,
therefore, 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
or instruments with a margin call 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 of this Note, 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.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
The table below summarizes the position
of hedging instruments adopted by the Company and its
subsidiaries:
|
Counterparty
|
|
Maturity
|
|
Initial notional amount
*
|
|
|
Fair value
|
|
|
Amounts payable or receivable for
the period (June 30, 2009)
|
|
|
|
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
06/30/2009
|
|
|
03/31/2009
|
|
|
Amount
receivable
|
|
|
Amount
payable
|
|
Swap
contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a
–Exchange rate swaps receivable in U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
in U.S. dollars |
Bradesco,
Goldman Sachs, Itaú, Santander
|
|
Jul/2009
a Dez/2015
|
|
|
167.8 |
|
|
|
113.5 |
|
|
|
325.9 |
|
|
|
271.4 |
|
|
|
325.9 |
|
|
|
- |
|
Payables
in CDI interest rate
|
|
|
|
|
|
(167.8 |
) |
|
|
(113.5 |
) |
|
|
(345.1 |
) |
|
|
(223.4 |
) |
|
|
- |
|
|
|
345.1 |
|
Total
result
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(19.2 |
) |
|
|
48.0 |
|
|
|
325.9 |
|
|
|
345.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b – Exchange rate swaps payable in
U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
in CDI interest rate |
Bradesco,
HSBC, Itaú, Santander
|
|
Jul/2009
a Set/2009
|
|
|
59.5 |
|
|
|
18.3 |
|
|
|
119.6 |
|
|
|
43.0 |
|
|
|
119.6 |
|
|
|
- |
|
Payables
in U.S. dollars
|
|
|
|
|
|
(59.5 |
) |
|
|
(18.3 |
) |
|
|
(114.9 |
) |
|
|
(41.6 |
) |
|
|
- |
|
|
|
114.9 |
|
Total
result
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
4.7 |
|
|
|
1.4 |
|
|
|
119.6 |
|
|
|
114.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
in LIBOR interest rate in U.S. dollars |
Itaú
|
|
Jun/2011
|
|
|
60.0 |
|
|
|
60.0 |
|
|
|
112.7 |
|
|
|
134.6 |
|
|
|
112.7 |
|
|
|
- |
|
Payables
in fixed interest rate in U.S. dollars |
|
|
|
|
|
(60.0 |
) |
|
|
(60.0 |
) |
|
|
(117.3 |
) |
|
|
(140.9 |
) |
|
|
- |
|
|
|
117.3 |
|
Total
result
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(4.6 |
) |
|
|
(6.3 |
) |
|
|
112.7 |
|
|
|
117.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross
result
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(19.1 |
) |
|
|
43.1 |
|
|
|
558.2 |
|
|
|
577.3 |
|
Income tax
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(4.1 |
) |
|
|
(9.8 |
) |
|
|
(4.1 |
) |
|
|
- |
|
Total net
result
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(23.2 |
) |
|
|
33.3 |
|
|
|
554.1 |
|
|
|
577.3 |
|
* In USD millions
All transactions mentioned above were
properly registered with CETIP S.A., except for the interest rate swap, which is
an over-the-counter contract governed by ISDA (International Swap Dealers
Association, Inc.) executed with the counterparty Banco Itaú BBA S.A. – Nassau
Branch.
Hedging instruments existing as of June
30, 2009 are described below, according to their category, risk, and protection
strategy:
Hedging against foreign exchange
exposure of liabilities in foreign currency - The purpose of these contracts is
to offset the effect of the change in exchange rates of a debt in U.S. dollars
by converting it into a debt in Reais linked to CDI. As of June 30, 2009, the
Company and its subsidiaries had outstanding swap contracts totaling US$ 167.8
million in notional amount, with an asset position at US$ + 6.38 p.a. and
liability position at 121.48% of CDI.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
Hedging against foreign exchange
exposure of operations - The purpose of these contracts is to make the exchange
rate of the turnover of the subsidiaries of Oxiteno S.A. Indústria e Comércio
and Oxiteno Nordeste S.A. Indústria e Comercial equal to the exchange rate of
the cost of their raw materials. As of June 30, 2009, these swap contracts
totaled US$ 59.5 million and, on average, had an asset position at 75.13% of CDI
and liability position at US$ + 0.0% p.a.
Hedging against floating interest rate
in foreign currency - The purpose of this contract is to convert the interest
rate on the syndicated loan in the principal of US$ 60 million from floating
into fixed. As of June 30, 2009, the subsidiary Oxiteno Overseas Corp. had a
swap contract with a notional amount of US$ 60 million, with an asset position
at US$ + LIBOR + 1.25% p.a. and a liability position at US$ + 4.93%
p.a.
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 June 30, 2009 and March 31, 2009 are stated
below:
|
|
Fair value and carrying value of
financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value
|
|
|
Fair
value
|
|
|
Carrying value
|
|
|
Fair
value
|
|
|
Financial
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
290,737 |
|
|
|
290,737 |
|
|
|
166,036 |
|
|
|
166,036 |
|
Currency and interest hedging
instruments
|
|
|
(23,210 |
) |
|
|
(23,210 |
) |
|
|
33,283 |
|
|
|
33,283 |
|
Financial
investments
|
|
|
1,296,500 |
|
|
|
1,296,500 |
|
|
|
1,377,642 |
|
|
|
1,377,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,564,027 |
|
|
|
1,564,027 |
|
|
|
1,576,961 |
|
|
|
1,576,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
|
|
|
2,698,705 |
|
|
|
2,692,406 |
|
|
|
4,115,476 |
|
|
|
4,062,120 |
|
Debentures
|
|
|
1,197,106 |
|
|
|
1,197,106 |
|
|
|
- |
|
|
|
- |
|
Finance
lease
|
|
|
20,539 |
|
|
|
19,252 |
|
|
|
23,003 |
|
|
|
23,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,916,350 |
|
|
|
3,908,764 |
|
|
|
4,138,479 |
|
|
|
4,085,123 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
The fair value of financial instruments,
including currency and interest hedging instruments, was determined as
follows:
•
|
The fair values of cash on current
account are identical to the carrying
values.
|
•
|
Financial investments in
investment funds are valued at the value of the fund unit as of the date
of the financial statements, which correspond to their fair
value.
|
•
|
Financial investments in CDBs and
similar investments offer daily liquidity through repurchase in the yield
curve and, therefore, the Company believes their fair value corresponds to
their carrying value.
|
•
|
The fair value of other financial
investments and financing was determined using calculation methodologies
commonly used for marking-to-market, which consist of calculating future
cash flows associated with each instrument adopted and adjusting them to
present value at the market rates as of June 30, 2009 and March 31, 2009.
For some cases where there is no active market for the financial
instrument, the Company and its subsidiaries used 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 realized in the current market.
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, 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 dollar
futures contracts quoted on BM&FBovespa as of June 30, 2009. As a reference,
the exchange rate for the last maturity of foreign exchange hedging instruments
is R$ 2.84 in the likely scenario. Scenarios II and III were estimated with a
25% and 50% additional devaluation, respectively, of the Real in the likely
scenario.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
Based on the balances of the hedging
instruments and hedged items as of June 30, 2009, the exchange rates were
replaced, and the changes between the new balance in Reais and the balance in
Reais as of June 30, 2009 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) Dollar / Real
swaps
|
Dollar
|
|
|
83,861 |
|
|
|
184,023 |
|
|
|
284,186 |
|
|
|
|
|
(83,857 |
) |
|
|
(183,877 |
) |
|
|
(283,897 |
) |
|
|
|
|
4 |
|
|
|
146 |
|
|
|
289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps payable in U.S.
dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) Real / Dollar
swaps
|
Dollar
|
|
|
(1,123 |
) |
|
|
(30,434 |
) |
|
|
(59,744 |
) |
(4) Gross margin of
Oxiteno
|
devaluation
|
|
|
1,123 |
|
|
|
30,434 |
|
|
|
59,744 |
|
(3)+(4)
|
Net
Effect
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
For the sensitivity analysis of the
interest rate hedging instrument, the Company used the future LIBOR curve (BBA –
British Bankers Association) as of June 30, 2009 at maturity of the swap and of
the syndicated loan (hedged item), which occurs in 2011, in order to define the
likely scenario. Scenarios II and III were estimated with a 25% and 50%
deterioration, respectively, in the estimate of the likely
LIBOR.
Based on the three interest rate
scenarios, Management estimated the values of its loan and of the hedging
instrument by calculating the future cash flows associated with each instrument
adopted according to the projected scenarios and adjusting them to present value
by the rate in effect on June 30, 2009. The result is stated on the table
below:
|
Risk
|
|
Scenario
I (likely)
|
|
|
Scenario II
|
|
|
Scenario
III
|
|
Interest rate swap (in
dollars) |
|
|
|
|
|
|
|
|
|
|
(1) LIBOR / fixed rate
swap
|
Increase
in
|
|
|
834 |
|
|
|
1,709 |
|
|
|
2,584 |
|
(2) LIBOR
Debt
|
LIBOR
|
|
|
(839 |
) |
|
|
(1,719 |
) |
|
|
(2,599 |
) |
|
|
|
|
(5 |
) |
|
|
(10 |
) |
|
|
(15 |
) |
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
22 Contingencies and commitments
(Consolidated)
a. Civil, tax and labor
proceedings
In 1990, the Union of Workers in
Petrochemical Plants, of which the employees of the subsidiaries Oxiteno
Nordeste S.A. Indústria e Comércio and Empresa Carioca de Produtos Químicos
S.A. are members, filed an action against
the subsidiaries to enforce adjustments established under a collective labor
agreement, in lieu of the salary policies actually implemented. At the same
time, the Employers’ Association proposed a collective bargaining for
interpretation and clarification of Clause Four of the agreement. Based on the
opinion of its legal counsel, who reviewed the latest decision of the Federal
Supreme Court (STF) in the collective bargaining and the position of the
individual action of the subsidiary Oxiteno Nordeste S.A. Indústria e Comércio,
Management of the subsidiaries did not deem it necessary to record a provision
as of June 30, 2009.
Subsidiary Companhia Ultragaz S.A. is
facing an administrative case pending before the Administrative Council for
Economic Defense (CADE) for alleged anticompetitive practice in cities in the
Triângulo Mineiro region in 2001. Recently, the CADE entered a decision against
Companhia Ultragaz S.A. imposing a penalty of 1% of the annual gross revenue for
2001 (which was R$ 1,475 million), excluding taxes and adjusted by SELIC. This
administrative decision may have its execution suspended and the merits
reconsidered in court. Based on the above elements and on the opinion of its
legal counsel, the subsidiary’s Management did not record a
provision.
Subsidiary Companhia Ultragaz S.A. is
the defendant in legal proceedings for damages arising from an explosion in 1996
in a shopping mall located in the City of Osasco, State of São Paulo. Such proceedings
involve: (i) individual proceedings brought by victims of the explosion seeking
compensation for loss of income and pain and suffering (ii) request for
compensation for expenses of the shopping mall administrator and its insurer;
and (iii) class action seeking economic and non-economic damages for all victims
injured and dead. The subsidiary believes that it produced evidence that the
defective gas pipelines in the shopping mall caused the accident, and Ultragaz’s
local LPG storage facilities did not contribute to the explosion. Out of the 62
actions decided to date, 61 were favorable, of which 27 are already shelved;
only 1 was adverse in the second instance, which can still be appealed, and if
such decision is upheld, the value is R$ 17. There are 3 actions yet to be
decided. The subsidiary has insurance coverage for these legal proceedings, and
the value not insured is R$ 16,524. The Company did not record any provision for
this value because it considers the chances of realization of this contingency
as essentially remote.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
The Company and its subsidiaries
obtained injunctions to pay PIS and COFINS contributions without the changes
introduced by Law 9718/98 in its original version. The ongoing questioning
refers to the levy of theses taxes on sources other than revenues. In 2005, the
STF decided the question in favor of the taxpayer. Although it has set a
precedent, the effect of this decision does not automatically apply to all
companies, since they must await judgment of their own legal lawsuits. The
Company has subsidiaries whose lawsuits have not yet been decided. If all
ongoing lawsuits are finally decided in favor of the subsidiaries, the Company
estimates that the total positive effect on income before income tax and social
contribution will reach R$ 33,578, net of attorney’s fees.
Based on the favorable jurisprudence and
the opinion of its legal counsel, the subsidiaries Oxiteno Nordeste S.A.
Indústria e Comércio and Oxiteno S.A. Indústria e Comércio filed, on September
16 and October 1st, 2008, respectively, lawsuits to obtain
preliminary injunctions to exclude export revenues from the tax base for Social
Contribution on Profit. The
injunction was granted to Oxiteno Nordeste, and the subsidiary is making
judicial deposits of the amounts due, in the amount of R$ 866 as of June 30,
2009; the subsidiary Oxiteno S.A. awaits
judgment of appeal against the decision which denied the requested
injunction.
Subsidiary Utingás Armazenadora S.A. is
defending itself against notices of assessment of Service Tax (ISS) issued by
the Municipal Government of Santo André. The position of the subsidiary’s legal
counsel is that the risk is low since a significant portion of the
administrative decisions was favorable to the subsidiary. The thesis defended by
the subsidiary is supported by the opinion of a renowned tax specialist. The
unprovided for contingency, adjusted as of June 30, 2009, is R$ 48,576 (R$
47,457 as of March 31, 2009).
On October 7, 2005, the subsidiaries
Companhia Ultragraz S.A. and Bahiana Distribuidora de Gás Ltda. filed for and
obtained an injunction to offset PIS and COFINS credits against other taxes
administered by the Federal Revenue Service, notably IRPJ and CSLL. The decision
was confirmed by a trial court judgment on May 16, 2008. Under the injunction
obtained, the subsidiaries have been making judicial deposits for these debits
in the accumulated amount of R$ 125,639 as of June 30, 2009 (R$ 123,037 as of
March 31, 2009) and have recorded a corresponding liability.
Subsidiaries Companhia Ultragaz S.A.,
Utingás Armazenadora S.A., Terminal Químico de Aratu S.A. - Tequimar, Transultra
- Armazenamento e Transporte Especializado Ltda. and Ultracargo Operações
Logísticas e Participações Ltda. have filed actions with a motion for injunction
seeking full and immediate utilization of the supplementary
monetary adjustment based on the Consumer Price Index (IPC)/National
Treasury Bonds (BTN) for 1990 (Law 8200/91) and maintain a provision of R$
15,064 (R$ 14,853 as of March 31, 2009) to cover any contingencies if they lose
such actions.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
On December 29, 2006, the subsidiaries
Oxiteno S.A. Indústria e Comércio, Oxiteno Nordeste S.A. Indústria e Comércio,
Companhia Ultragaz S.A. and Transultra Armazenamento e Transporte Especializado
Ltda. filed for an injuction seeking the deduction of ICMS from the PIS and
COFINS tax basis. Oxiteno Nordeste S.A. Indústria e Comércio obtained an
injuction and is paying the disputed amounts into judicial deposits, as well as
recording the respective provision in the amount of R$ 30,285 (R$ 27,365 as of
March 31, 2009). The other subsidiaries did not obtain an injunction and are
awaiting the outcome of an appeal lodged with Tribunal Regional Federal (TRF)
for the 3rd Region. On August 19, 2008, the subsidiaries Companhia Brasileira de
Petróleo Ipiranga, Refinaria de Petróleo Riograndense S.A., Tropical Transportes
Ipiranga Ltda. and Empresa Carioca de Produtos Químicos S.A. also filed for
injuctions seeking the same benefit, and are awaiting the judgment of these
lawsuits.
The Company and some of its subsidiaries
have filed actions with a motion for injunction against the application of the
law restricting offset of tax losses (IRPJ) and negative tax bases (CSLL)
determined as of December 31, 1994 to 30% of the income for the year. As a
result of the position of the Federal Supreme Court (SFT) and based on the
opinion of its legal counsel, a provision was recorded for this contingency in
the amount of R$ 6,940 (R$ 6,882 as of March 31, 2009).
In 2007, based on recent jurisprudence,
the position of its legal counsel, and the increase in the amounts involved in
transactions, the Company and its subsidiaries began to record a provision for
PIS and COFINS on credits of interest on capital. The total amount accrued as of
June 30, 2009 is R$ 22,785 (R$ 22,420 as of March 31, 2009).
Regarding Ipiranga/Refining, the main
contingencies provided for, relate to: (i) requirement for the reversal of ICMS
credits on transportation services taken during the freight reimbursement system
established by the DNC (currently ANP – National Petroleum, Natural Gas and
Biofuel Agency), R$ 7,387; (b) requirement for the reversal of ICMS credits, in
the State of Minas Gerais, on interstate outflows carried under Article 33 of
ICMS Convention 66/88, which allowed maintenance of credits and was suspended by
an injunction issued by the STF, R$ 28,853; (c) assessments for deduction of
unconditional discounts from the tax base for ICMS due to tax substitution, in
the State of Minas Gerais, R$ 16,562; (d) litigation on clauses of contracts
with customers; and (e) claims made by former employees and subcontractors on
salary allowances.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
The main tax contingences of
Ipiranga/Refining that were considered to pose a possible risk of loss relate to
ICMS and total R$ 154,444, and based on this position, have not been provided
for in the financial statements, consisting primarily of: (a) requirement for
the reversal of credits resulting from excess taxation on acquisition of
products in the petroleum refinery under the tax substitution regime; (b)
requirement for the ICMS on acquisition of basic oils; (c) assessments in the
State of Rio de Janeiro requiring reversal of ICMS credits on interstate
outflows made under Article 33 of ICMS Convention 66/88, which allowed
maintenance of credits and was suspended by an injunction issued by the STF; (d)
requirement for the reversal of presumed credit on interstate transfers of
hydrated fuel ethanol in the State of Santa Catarina; (e) notices of assessment
issued in Minas Gerais for alleged miscalculation of the tax base for ICMS,
since the amount of the tax itself on interstate transactions with petroleum
byproducts to end consumer was not included in such tax base; and (f) notice of
assessment regarding transactions for return of anhydrous ethanol
loan.
In addition, the subsidiary CBPI and its
subsidiaries have tax assessments concerning non-homologation of IPI credits
originated in acquisitions of products whose subsequent sales had no taxation.
The amount of the unprovided for contingency, adjusted as of June 30, 2009, is
R$ 44,569 (R$ 42,266 as of March 31, 2009).
The main contingencies accrued
for Texaco refer to: (a) requirement of ICMS-ST on interstate sales from
distributors to final consumers, R$ 17,687; (b) requirement for reversal of ICMS
credits in interstate exits, made under Article 33 of ICMS Convention 66/88,
which allowed the maintenance of the credits and was suspended by injunction
granted by the STF, R$ 9,845; (c) delinquency notice on interstate sales of fuel
for industrial customer without ICMS, following the interpretation of
Article 2 of LC 87/96, R$ 40,675; (d) possibility of litigation over claims of
difference between the value of ICMS-ST paid and charges on the actual price of
sale in transactions made directly to final consumers, R$ 48,554; (e)
delinquency notice resulting from lack of ICMS collection in the States due to
errors or lack of delivery of reports in interstate operations, that enabled the
transfer of ICMS to the state of fuel consumption, R$ 11,757; (f) lack of
obligation to collect charges on education allowance before the advent of Law
No. 9424/96, in the period from May/1989 to January/1997, R$ 11,177; and (g)
litigation on clauses of contracts with customers and environmental issues, R$
28,477.
Texaco has lawsuits seeking the
exemption of ICMS generated by contributions of PIS/COFINS. There is also a
lawsuit requesting exemption of social contribution tax based on income tax,
which is currently recorded as contingent liability and an escrow deposit is
held, in the amount of R$ 23,754.
The Company and its subsidiaries have
other pending administrative and legal proceedings, which were estimated by
their legal counsel as possible and/or remote risk, and the related potential
losses were not provided for by the Company and its subsidiaries based on these
opinions. The Company and its subsidiaries also have litigations for recovery of
taxes and contributions, which were not recorded in the financial statements due
to their contingent nature.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
Movements in provisions, net of amounts
in escrow, are as follows:
Provisions
|
|
Balance in
03/31/2009
|
|
|
|
|
|
Additions
|
|
|
|
|
|
Adjustments
|
|
|
Balance
in 06/30/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRPJ and
CSLL
|
|
|
148,385 |
|
|
|
12,528 |
|
|
|
1,518 |
|
|
|
(17 |
) |
|
|
2,758 |
|
|
|
165,172 |
|
PIS and
COFINS
|
|
|
52,399 |
|
|
|
7,989 |
|
|
|
2,323 |
|
|
|
- |
|
|
|
992 |
|
|
|
63,703 |
|
ICMS
|
|
|
63,314 |
|
|
|
132,121 |
|
|
|
49 |
|
|
|
- |
|
|
|
2,720 |
|
|
|
198,204 |
|
INSS
|
|
|
8,168 |
|
|
|
- |
|
|
|
- |
|
|
|
(31 |
) |
|
|
173 |
|
|
|
8,310 |
|
Civil
litigation
|
|
|
3,837 |
|
|
|
28,477 |
|
|
|
- |
|
|
|
(89 |
) |
|
|
- |
|
|
|
32,225 |
|
Labor
litigation
|
|
|
11,307 |
|
|
|
12,038 |
|
|
|
- |
|
|
|
(403 |
) |
|
|
177 |
|
|
|
23,119 |
|
Others
|
|
|
5,892 |
|
|
|
- |
|
|
|
268 |
|
|
|
- |
|
|
|
189 |
|
|
|
6,349 |
|
(-) Amounts in
escrow
|
|
|
(156,688 |
) |
|
|
(23,754 |
) |
|
|
(3,576 |
) |
|
|
- |
|
|
|
(2,793 |
) |
|
|
(186,811 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
136,614 |
|
|
|
169,399 |
|
|
|
582 |
|
|
|
(540 |
) |
|
|
4,216 |
|
|
|
310,271 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
b. Contracts
Subsidiary Terminal Químico de Aratu
S.A. – 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 set a minimum value for cargo movement of
1,000,000 tons per year in Aratu by 2022 and 250,000 tons per year in Suape
effective through 2027. If the annual movement is less than the minimum
required, then the subsidiary will have to pay the difference between the actual
movement and the minimum required by the agreements, using the port rates in
effect at the date established for payment. As of June 30, 2009, such charges
were R$ 4.93 and R$ 1.38 per ton for Aratu and Suape, respectively. The
subsidiary has met the minimum cargo movement requirements since the beginning
of the agreements.
Subsidiary Oxiteno Nordeste S.A.
Indústria e Comércio has a supply agreement with Braskem S.A. setting a minimum value for quarterly
consumption of ethylene and establishing conditions for the supply of ethylene
until 2021. The minimum purchase commitment and the actual demand in the fiscal
period ended June 30, 2009 and June 30, 2008, expressed in tons of ethylene, are
shown below. In case of breach of the minimum purchase commitment, the
subsidiary agrees to pay a penalty of 40% of the current ethylene price, to the
extent of the shortfall. The provision of minimum purchase commitment
is under renegotiation with Braskem, including the minimum purchase
commitment for the semester ended June 30, 2009.
|
|
Minimum purchase commitment
(accumulated 1st
semester)
|
|
|
Accumulated demand 1st semester
(actual)
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
In tons of
ethylene
|
|
|
94,219 |
|
|
|
82,761 |
|
|
|
72,543 |
|
|
|
82,278 |
|
On August 1, 2008, the subsidiary
Oxiteno S.A. Indústria e Comércio signed an Ethylene Supply Agreement with
Quattor Químicos Básicos 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 18,756 tons of
ethylene semiannually. In case of breach of the minimum purchase commitment, the
subsidiary agrees to pay a penalty of 30% of the current ethylene price, to the
extent of the shortfall. The minimum purchase commitment related to the first
semester of 2009 is under renegotiation with Quattor, and Oxiteno purchased
13,590 tons in this period.
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
c. Insurance coverage in
subsidiaries
The Company maintains appropriate
insurance policies to cover several risks to which it is exposed, including
asset insurance against losses caused by fire, lightning, explosion of any kind,
gale, aircraft crash, and electric damage, and other risks, covering the bases
and other branches of all subsidiaries, except Refining, which maintains its own
insurance. The maximum compensation value, including Loss of Profits, based on
the risk analysis of maximum loss possible at a certain site is US$ 852
million.
The General Responsibility 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 sales of products and services.
Group Life and Personal Accident,
Health, National and International Transportation and All Risks insurance
policies are also maintained.
The coverages and limits of the
insurance policies maintained are based on a careful study of risks and losses
conducted by local insurance advisors, and 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.
d. Operating lease
contracts
The subsidiaries Tropical, SBP and Serma
have operating lease contracts for the use of fuel transportation equipment
(trucks) and computer equipment.
These contracts terms are 36 months. The
subsidiaries have the option to purchase the assets at a price equal to the fair
price on the date of option, and Management does not intend to exercise such
option.
The future disbursements (installments),
assumed under these contracts, total approximately:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to 1
year
|
|
|
416 |
|
|
|
450 |
|
More than 1
year
|
|
|
649 |
|
|
|
649 |
|
|
|
|
1,065 |
|
|
|
1,099 |
|
The total payments of operating lease
recognized as expenses for the period was R$ 127 (R$ 565 as of June 30,
2008).
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
23 Employee benefits and private pension
plan (Consolidated)
a. ULTRAPREV- Associação de Previdência
Complementar
The Company and its subsidiaries offer a
defined-contribution pension plan to their employees, which is managed by
Ultraprev - Associação de Previdência Complementar. Under the plan, the basic
contribution of each participating employee is calculated by multiplying a
percentage ranging from 0% to 11%, which is annually defined by the participant
based on his/her salary. The sponsor companies match the amount of the basic
contribution paid by the participant. As the participants retire, they choose to
receive monthly either: (i) a percentage, ranging from 0.5% to 1.0%, of the fund
accumulated for the participant with Ultraprev; or (ii) a fixed monthly amount
that will exhaust the fund accumulated for the participant within a period
ranging from 5 to 25 years. Thus, the Company and its subsidiaries do not assume
responsibility for guaranteeing amounts and periods of pension benefits. As of
June 30, 2009, the Company and its subsidiaries contributed R$ 5,107 (R$ 1,845
as of June 30, 2008) to Ultraprev, which amount is recorded as expense in the
income statement for the period. The total number of employees participating in
the plan as of June 30, 2009 was 7,314 active participants and 29 retired
participants. In addition, Ultraprev had 30 former employees receiving benefits
under the previous plan whose reserves are fully
constituted.
b. Post-employment
benefits
Ipiranga/Refining, and as from April
1st, 2009 IPP, recognized a provision for
post-employment benefits related to seniority bonus, payment of Severance Pay
Fund, and health and life insurance plan for eligible
retirees.
Net liabilities for such benefits
recorded as of June 30, 2009 are R$ 102,785 (R$ 86,359 as of March 31, 2009), of
which R$ 10,798 (R$ 8,768 as of March 31, 2009) are recorded as current
liabilities and R$ 91,987 (R$ 77,591 as of March 31, 2009) as long-term
liabilities.
The amounts related to such benefits
were determined based on a valuation conducted by an independent actuary and are
recorded in the financial statements in accordance with Resolution
CVM 371/2000.
Ultrapar Participações S.A. and
Subsidiaries
CHARACTERISTICS
OF DEBENTURES
1 –
ITEM
|
01
|
2 –
ORDER NUMBER
|
3
|
3 –
REGISTRATION NUMBER IN THE CVM
|
DISMISSED
|
4 –
REGISTRATION DATE
|
06/04/2009
|
5 –
SERIES ISSUED
|
UN
|
6 –
ISSUE TYPE
|
SINGLE
|
7 –
ISSUE NATURE
|
PUBLIC
|
8 –
ISSUE DATE
|
06/04/2009
|
9 –
MATURITY DATE
|
05/19/2012
|
10
– DEBENTURE TYPE
|
NO
PREFERENCE
|
11
– YIELD
|
CDI
+ 3% p.a.
|
12
– PREMIUM/DISCOUNT
|
0
|
13
– PAR VALUE (REAIS)
|
1,000,000.00
|
14
– ISSUED AMOUNT (In thousands of Reais)
|
1,200,000
|
15
– ISSUE SECURITIES (UNIT)
|
1,200
|
16
– OUTSTANDING SECURITIES (UNIT)
|
1,200
|
17
– SECURITIES HELD IN TREASURY (UNIT)
|
0
|
18
– REDEEMED SECURITIES (UNIT)
|
0
|
19
– CONVERTED SECURITIES (UNIT)
|
0
|
20
– UNPLACED SECURITIES (UNIT)
|
0
|
21
– LAST RESET DATE
|
|
22
– NEXT EVENT DATE
|
05/30/2010
|
Ultrapar
Participações S.A. and Subsidiaries
Other
information considered material by the company
Shares
directly or indirectly owned by the controlling shareholders, members of the
Board of Directors, Executive Officers and members of the Fiscal Council as of
June 30, 2009:
|
|
|
|
|
|
Common
|
|
|
Preferred
|
|
|
Total
|
|
Controlling
Shareholders
|
|
|
33,748,057 |
|
|
|
294,732 |
|
|
|
34,042,789 |
|
Board
of Directors 1
|
|
|
46 |
|
|
|
7 |
|
|
|
53 |
|
Officers
2
|
|
|
– |
|
|
|
251,073 |
|
|
|
251,073 |
|
Fiscal
Council
|
|
|
– |
|
|
|
1,071 |
|
|
|
1,071 |
|
Note: 1
Shares owned by members of the Board of Directors which were not included
in Controlling Shareholders’ position.
Should the member not be part of the controlling group, only its direct
ownership is included.
2
Shares owned by Officers which were not included in Controlling
Shareholders’ and Board of
Directors’ positions.
|
|
Shares
directly or indirectly owned by the controlling shareholders, members of the
Board of Directors, Executive Officers and members of the Fiscal
Council:
|
|
|
|
|
Jun-30-09
|
|
|
|
|
|
|
|
|
Jun-30-08
|
|
|
|
|
|
|
Common
|
|
|
Preferred
|
|
|
Total
|
|
|
Common
|
|
|
Preferred
|
|
|
Total
|
|
Controlling
Shareholders
|
|
|
33,748,057 |
|
|
|
294,732 |
|
|
|
34,042,789 |
|
|
|
33,748,057 |
|
|
|
293,732 |
|
|
|
34,041,789 |
|
Board
of Directors 1
|
|
|
46 |
|
|
|
7 |
|
|
|
53 |
|
|
|
46 |
|
|
|
6 |
|
|
|
52 |
|
Officers
2
|
|
|
– |
|
|
|
251,073 |
|
|
|
251,073 |
|
|
|
– |
|
|
|
221,750 |
|
|
|
221,750 |
|
Fiscal
Council
|
|
|
– |
|
|
|
1,071 |
|
|
|
1,071 |
|
|
|
– |
|
|
|
1,071 |
|
|
|
1,071 |
|
Note: 1
Shares which were not included in Controlling Shareholders’
position.
2
Shares which were not included in Controlling Shareholders’ and Board of
Directors’ positions.
Total
free float and its percentage of total shares as of June 30, 2009:
|
|
Common
|
|
|
Preferred
|
|
|
Total
|
|
Total
Shares
|
|
|
49,429,897 |
|
|
|
86,666,102 |
|
|
|
136,095,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(-)
Shares held in treasury
|
|
|
6,617 |
|
|
|
2,201,272 |
|
|
|
2,207,889 |
|
(-)
Shares owned by Controlling Shareholders
|
|
|
33,748,057 |
|
|
|
294,732 |
|
|
|
34,042,789 |
|
(-)
Shares owned by Management
|
|
|
46 |
|
|
|
251,080 |
|
|
|
251,126 |
|
(-)
Shares owned by affiliates *
|
|
|
– |
|
|
|
140,200 |
|
|
|
140,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free-float
|
|
|
15,675,177 |
|
|
|
83,778,818 |
|
|
|
99,453,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
%
Free-float / Total Shares
|
|
|
31.71 |
% |
|
|
96.67 |
% |
|
|
73.08 |
% |
*Subsidiaries
Ultrapar
Participações S.A. and Subsidiaries
The
Company’s shareholders that hold more than 5% of voting or non-voting capital,
up to the individual level, and breakdown of their shareholdings as of June 30,
2009
ULTRAPAR
PARTICIPAÇÕES S.A
|
|
Common
|
|
|
%
|
|
|
Preferred
|
|
|
%
|
|
|
Total
|
|
|
%
|
|
Ultra
S.A. Participações
|
|
|
32,646,694 |
|
|
|
66.05 |
% |
|
|
12 |
|
|
|
0.00 |
% |
|
|
32,646,706 |
|
|
|
23.99 |
% |
Caixa
de Previdência dos Funcionários do Banco do Brasil 1
|
|
|
– |
|
|
|
– |
|
|
|
10,084,224 |
|
|
|
11.64 |
% |
|
|
10,084,224 |
|
|
|
7.41 |
% |
Parth
Investments Company 2
|
|
|
9,311,730 |
|
|
|
18.84 |
% |
|
|
1,396,759 |
|
|
|
1.61 |
% |
|
|
10,708,489 |
|
|
|
7.87 |
% |
Monteiro
Aranha S.A. 3
|
|
|
5,212,637 |
|
|
|
10.55 |
% |
|
|
975,888 |
|
|
|
1.13 |
% |
|
|
6,188,525 |
|
|
|
4.55 |
% |
Dodge
& Cox, Inc. 4
|
|
|
– |
|
|
|
– |
|
|
|
6,115,732 |
|
|
|
7.06 |
% |
|
|
6,115,732 |
|
|
|
4.49 |
% |
Shares
held in treasury
|
|
|
6,617 |
|
|
|
0.01 |
% |
|
|
2,201,272 |
|
|
|
2.54 |
% |
|
|
2,207,889 |
|
|
|
1.62 |
% |
Others
|
|
|
2,252,219 |
|
|
|
4.56 |
% |
|
|
65,892,215 |
|
|
|
76.03 |
% |
|
|
68,144,434 |
|
|
|
50.07 |
% |
TOTAL
|
|
|
49,429,897 |
|
|
|
100.00 |
% |
|
|
86,666,102 |
|
|
|
100.00 |
% |
|
|
136,095,999 |
|
|
|
100.00 |
% |
1
Pension fund of employees of Banco do Brasil headquartered in
Brazil
2
Company headquartered outside of Brazil, ownership information is not
available
3
Brazilian public listed company, ownership information is publicly
available
4
Institutions headquartered outside of Brazil
ULTRA
S.A. PARTICIPAÇÕES
|
|
Common
|
|
|
%
|
|
|
Preferred
|
|
|
%
|
|
|
Total
|
|
|
%
|
|
Fábio
Igel
|
|
|
12,065,160 |
|
|
|
19.09 |
% |
|
|
4,954,685 |
|
|
|
19.55 |
% |
|
|
17,019,845 |
|
|
|
19.22 |
% |
Paulo
Guilherme Aguiar Cunha
|
|
|
10,654,109 |
|
|
|
16.86 |
% |
|
|
– |
|
|
|
– |
|
|
|
10,654,109 |
|
|
|
12.03 |
% |
Ana
Maria Villela Igel
|
|
|
2,570,136 |
|
|
|
4.07 |
% |
|
|
9,208,690 |
|
|
|
36.34 |
% |
|
|
11,778,826 |
|
|
|
13.30 |
% |
Christy
Participações Ltda.
|
|
|
6,425,199 |
|
|
|
10.17 |
% |
|
|
4,990,444 |
|
|
|
19.69 |
% |
|
|
11,415,643 |
|
|
|
12.89 |
% |
Joyce
Igel de Castro Andrade
|
|
|
7,071,343 |
|
|
|
11.19 |
% |
|
|
2,062,989 |
|
|
|
8.14 |
% |
|
|
9,134,332 |
|
|
|
10.32 |
% |
Márcia
Igel Joppert
|
|
|
7,084,323 |
|
|
|
11.21 |
% |
|
|
2,062,988 |
|
|
|
8.14 |
% |
|
|
9,147,311 |
|
|
|
10.33 |
% |
Rogério Igel
|
|
|
7,311,004 |
|
|
|
11.57 |
% |
|
|
1,615,027 |
|
|
|
6.37 |
% |
|
|
8,926,031 |
|
|
|
10.08 |
% |
Lucio de Castro Andrade
Filho
|
|
|
3,775,470 |
|
|
|
5.97 |
% |
|
|
– |
|
|
|
– |
|
|
|
3,775,470 |
|
|
|
4.26 |
% |
Others
|
|
|
6,245,304 |
|
|
|
9.88 |
% |
|
|
448,063 |
|
|
|
1.77 |
% |
|
|
6,693,367 |
|
|
|
7.56 |
% |
TOTAL
|
|
|
63,202,048 |
|
|
|
100.00 |
% |
|
|
25,342,886 |
|
|
|
100.00 |
% |
|
|
88,544,934 |
|
|
|
100.00 |
% |
Others:
other individuals, none of them holding more than 5%
CHRISTY
PARTICIPAÇÕES S.A
|
Capital
Stock
|
%
|
Maria
da Conceição Coutinho Beltrão
|
3,066
|
34.90%
|
Hélio Marcos Coutinho
Beltrão
|
1,906
|
21.70%
|
Cristiana Coutinho
Beltrão
|
1,906
|
21.70%
|
Maria Coutinho Beltrão
|
1,906
|
21.70%
|
TOTAL
|
8,784
|
100.00%
|
Interest
in the subsidiaries
1
– Item
|
2-
Company Name
|
3
- Corporate taxpayer number (CNPJ)
|
4
- Classification
|
5
- % of ownership interest in investee
|
|
6
- % of Investor’s shareholders’ equity
|
|
7
– Type of Company
|
8
- Number of shares held in the current quarter (in
thousands)
|
|
9
- Number of shares held in the prior quarter (in
thousands)
|
|
1
|
Companhia
Ultragaz S.A.
|
61.602.199/0001-12
|
Investee
of subsidiary/affiliated
|
99%
|
|
9.58%
|
|
Commercial,
industrial and other
|
799,972
|
|
799,972
|
2
|
Bahiana
Distribuidora de Gás Ltda.
|
46.395.687/0001-02
|
Investee
of subsidiary/affiliated
|
100%
|
|
4.28%
|
|
Commercial,
industrial and other
|
24
|
|
24
|
3
|
Utingás
Armazenadora S.A.
|
61.916.920/0001-49
|
Investee
of subsidiary/affiliated
|
56%
|
|
0.75%
|
|
Commercial,
industrial and other
|
2,800
|
|
2,800
|
4
|
LPG
International INC.
|
OFF-SHORE
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.17%
|
|
Commercial,
industrial and other
|
1
|
|
1
|
5
|
Ultracargo
- Operações Logisticas e Participações Ltda.
|
34.266.973/0001-99
|
Closely-held
subsidiary
|
100%
|
|
13.16%
|
|
Commercial,
industrial and other
|
9,324
|
|
9,324
|
6
|
Transultra
- Armazenagem Transportes Especiais Ltda.
|
60.959.889/0001-60
|
Investee
of subsidiary/affiliated
|
100%
|
|
1.43%
|
|
Commercial,
industrial and other
|
34,999
|
|
34,999
|
7
|
Terminal
Quimico de Aratu S.A.
|
14.688.220/0001-64
|
Investee
of subsidiary/affiliated
|
99%
|
|
13.06%
|
|
Commercial,
industrial and other
|
63,372
|
|
63,372
|
8
|
Petrolog
Serviços e Armazéns Gerais Ltda.
|
05.850.071/0001-05
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.13%
|
|
Commercial,
industrial and other
|
412
|
|
412
|
9
|
Oxiteno
S.A. Indústria e Comércio
|
62.545.686/0001-53
|
Closely-held
subsidiary
|
100%
|
|
32.19%
|
|
Commercial,
industrial and other
|
35,102
|
|
35,102
|
10
|
Oxiteno
Nordeste S.A. Indústria e Comércio
|
14.109.664/0001-06
|
Investee
of subsidiary/affiliated
|
99%
|
|
16.54%
|
|
Commercial,
industrial and other
|
7,384
|
|
7,384
|
11
|
Oleoquímica
Ind e Com de Prod Quím Ltda.
|
07.080.388/0001-27
|
Investee
of subsidiary/affiliated
|
100%
|
|
6.32%
|
|
Commercial,
industrial and other
|
280,815
|
|
280,815
|
12
|
U.
A. T. S. P. E. Empreendimentos e Participações Ltda.
|
09.364.319/0001-70
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.49%
|
|
Commercial,
industrial and other
|
18,220
|
|
18,220
|
13
|
Empresa
Carioca de Produtos Químicos S.A.
|
33.346.586/0001-08
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.46%
|
|
Commercial,
industrial and other
|
199,323
|
|
199,323
|
14
|
Oxiteno
Argentina Sociedad de Responsabilidad Ltda.
|
OFF-SHORE
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.00%
|
|
Commercial,
industrial and other
|
98
|
|
95
|
15
|
Barrington
S.L.
|
OFF-SHORE
|
Investee
of subsidiary/affiliated
|
100%
|
|
1.06%
|
|
Commercial,
industrial and other
|
554
|
|
554
|
16
|
Oxiteno
Mexico S.A. de CV
|
OFF-SHORE
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.56%
|
|
Commercial,
industrial and other
|
122,048
|
|
122,048
|
17
|
Oxiteno
Andina, C.A .
|
OFF-SHORE
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.53%
|
|
Commercial,
industrial and other
|
12,076
|
|
12,076
|
18
|
Imaven
Imóveis Ltda.
|
61.604.112/0001-46
|
Investee
of subsidiary/affiliated
|
100%
|
|
4.77%
|
|
Commercial,
industrial and other
|
116,179
|
|
116,179
|
19
|
Cia
Brasileira de Petróleo Ipiranga
|
33.069.766/0001-81
|
Closely-held
subsidiary
|
100%
|
|
39.15%
|
|
Commercial,
industrial and other
|
105,952
|
|
105,952
|
20
|
am/pm
Comestíveis Ltda.
|
40.299.810/0001-05
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.32%
|
|
Commercial,
industrial and other
|
13,497
|
|
13,497
|
21
|
Centro
de Conveniencias Millennium Ltda.
|
03.546.544/0001-41
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.05%
|
|
Commercial,
industrial and other
|
1,171
|
|
1,171
|
22
|
Conveniências
Ipiranga Norte Ltda.
|
05.378.404/0001-37
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.02%
|
|
Commercial,
industrial and other
|
164
|
|
164
|
23
|
Ipiranga
Trading Ltd.
|
OFF-SHORE
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.00%
|
|
Commercial,
industrial and other
|
50
|
|
50
|
24
|
Tropical
Transportes Ipiranga Ltda.
|
42.310.177/0001-34
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.43%
|
|
Commercial,
industrial and other
|
254
|
|
254
|
25
|
Ipiranga
Logística Ltda.
|
08.017.542/0001-89
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.02%
|
|
Commercial,
industrial and other
|
510
|
|
510
|
26
|
Ipiranga
Imobiliária Ltda.
|
07.319.798/0001-88
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.34%
|
|
Commercial,
industrial and other
|
15,647
|
|
15,647
|
27
|
Maxfácil
Participações S.A.
|
08.077.294/0001-61
|
Investee
of subsidiary/affiliated
|
50%
|
|
1.95%
|
|
Commercial,
industrial and other
|
11
|
|
11
|
28
|
Refinaria
de Petróleo Riograndense S.A.
|
94.845.674/0001-30
|
Closely-held
subsidiary
|
33%
|
|
-0.12%
|
|
Commercial,
industrial and other
|
5,079
|
|
5,000
|
29
|
Comercial
Farroupilha Ltda.
|
92.766.484/0001-00
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.01%
|
|
Commercial,
industrial and other
|
1,615
|
|
1,615
|
30
|
Isa-Sul
Administração e Participações Ltda.
|
89.548.606/0001-70
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.07%
|
|
Commercial,
industrial and other
|
3,515
|
|
3,515
|
31
|
Sociedade Brasileira
de Participações Ltda.
|
08.056.984/0001-34
|
Investee
of subsidiary/affiliated
|
100%
|
|
26.47%
|
|
Commercial,
industrial and other
|
1,264,453
|
|
1,264,453
|
32
|
Serma
Assoc.Usuarios Equip. Proc. Dados e Serv.Correlatos
|
61.601.951/0001-00
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.00%
|
|
Commercial,
industrial and other
|
8,059
|
|
8,059
|
33
|
Oxiteno
Europe SPRL
|
OFF-SHORE
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.02%
|
|
Commercial,
industrial and other
|
1
|
|
1
|
34
|
Ipiranga
Produtos de Petróleo S.A.
|
33.337.122/0001-27
|
Investee
of subsidiary/affiliated
|
100%
|
|
13.23%
|
|
Commercial,
industrial and other
|
40,158,715
|
|
–
|
35
|
S.A.
de Óleo Galena Signal
|
61.429.387/0001-90
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.07%
|
|
Commercial,
industrial and other
|
100
|
|
–
|
36
|
Ultracargo
Argentina S.A.
|
OFF-SHORE
|
Investee
of subsidiary/affiliated
|
100%
|
|
0.00%
|
|
Commercial,
industrial and other
|
506
|
|
–
|
37
|
União.Vopak
Armazéns Gerais Ltda.
|
77.632.644/0001-27
|
Investee
of subsidiary/affiliated
|
50%
|
|
0.12%
|
|
Commercial,
industrial and other
|
30
|
|
30
|
ULTRAPAR PARTICIPAÇÕES
S.A.
MD&A
– ANALYSIS OF CONSOLIDATED EARNINGS
Second
Quarter 2009
(1)
Key Indicators - Consolidated:
(R$
million)
|
2Q09
|
2Q08
|
1Q09
|
Change
2Q09
X 2Q08
|
Change
2Q09
x 1Q09
|
1H09
|
1H08
|
Change
1H09
X 1H08
|
Net
sales and services
|
9,621.8
|
6,992.4
|
6,411.4
|
38%
|
50%
|
16,033.2
|
12,919.8
|
24%
|
Cost
of sales and services
|
(8,927.5)
|
(6,504.7)
|
(5,885.2)
|
37%
|
52%
|
(14,812.7)
|
(11,965.9)
|
24%
|
Gross
Profit
|
694.3
|
487.7
|
526.2
|
42%
|
32%
|
1,220.5
|
953.8
|
28%
|
Selling,
general and administrative expenses
|
(480.0)
|
(333.2)
|
(353.1)
|
44%
|
36%
|
(833.0)
|
(666.9)
|
25%
|
Other
operating income (expense), net
|
0.7
|
10.0
|
4.7
|
(93%)
|
(84%)
|
5.5
|
16.9
|
(68%)
|
Income from operations before
financial items
|
215.1
|
164.5
|
177.8
|
31%
|
21%
|
393.0
|
303.9
|
29%
|
Financial
(expense) income, net
|
(86.9)
|
(11.6)
|
(58.9)
|
647%
|
48%
|
(145.9)
|
(48.8)
|
199%
|
Equity
in subsidiaries and affiliated companies
|
0.1
|
0.0
|
(0.1)
|
n/a
|
n/a
|
0.0
|
0.1
|
(34%)
|
Non-operating
income (expense), net
|
6.9
|
0.9
|
3.0
|
656%
|
126%
|
9.9
|
7.2
|
37%
|
Income before taxes and social
contribution
|
135.2
|
153.8
|
121.8
|
(12%)
|
11%
|
257.1
|
262.4
|
(2%)
|
Income
and social contribution taxes
|
(43.4)
|
(47.6)
|
(36.2)
|
(9%)
|
20%
|
(79.6)
|
(72.5)
|
10%
|
Benefit
of tax holidays
|
2.8
|
7.4
|
6.9
|
(62%)
|
(59%)
|
9.8
|
16.0
|
(39%)
|
Employees
statutory interest
|
-
|
(2.7)
|
-
|
n/a
|
n/a
|
-
|
(3.9)
|
n/a
|
Minority
interest
|
(1.4)
|
(1.1)
|
(1.3)
|
19%
|
4%
|
(2.7)
|
(1.7)
|
61%
|
Net income
|
93.3
|
109.7
|
91.2
|
(15%)
|
2%
|
184.5
|
200.2
|
(8%)
|
|
|
|
|
|
|
|
|
|
EBITDA
|
320.6
|
251.1
|
274.1
|
28%
|
17%
|
594.7
|
477.0
|
25%
|
|
|
|
|
|
|
|
|
|
Volume
– LPG sales – thousand tons
|
400.7
|
411.3
|
363.9
|
(3%)
|
10%
|
764.6
|
777.1
|
(2%)
|
Volume
– Fuels sales – thousand of cubic meters
|
4,635.4
|
3,063.2
|
2,770.0
|
51%
|
67%
|
7,405.4
|
5,779.4
|
28%
|
Volume
– Chemicals sales – thousand tons
|
160.0
|
145.8
|
123.7
|
10%
|
29%
|
283.6
|
282.4
|
0%
|
Considerations
on the financial and operational information
Standards
and criteria adopted in preparing the information
Ultrapar's
financial statements for the quarter ending June 30th, 2009
were prepared in accordance with the accounting directives set out in the
Brazilian Corporate Law, being adopted the alterations introduced by Laws
11,638/07 and 11,941/09 (former Provisional Measure 449/08), as well as the CVM
standards, instructions and guidelines, which regulate them. In order to provide
comparability of financial statements, the figures presented in this document
for the first half and second quarter of 2008 consider such changes and,
therefore, are different from the figures previously reported in the respective
results release. In order to provide a better understanding of the effects of
the new legislation, it is presented on pages 16 and 17 in the earnings release
a statement with the impacts derived from the changes introduced by Laws
11,638/07 and 11,941/09 in the main accounts of the financial statements in the
first half and second quarter of 2008, compared with the figures previously
reported. Additional information regarding effects of the new legislation are
available on the accompanying notes 2 and 3 of the audited financial statements
for the year ended on December 31st, 2008
and financial statements for the quarters ended on March 31st, 2009
and June 30th, 2009,
available at Ultrapar’s website (www.ultra.com.br).
Separately,
in 1Q09 Ultragaz reclassified the volumes sold between the bottle and bulk
segments to reflect the current structure and management responsibility between
geographies and segments. This reclassification between segments corresponds to
approximately 1% of Ultragaz’s total volume and net sales in 2008. In order to
provide comparability, Ultragaz’s information on volume and net sales for the
bottled and bulk segments presented in this document and in the company’s
website were reclassified retroactively to 1Q08 based on the new criteria
adopted.
Except
when otherwise indicated, the amounts presented in this document are expressed
in millions of R$ and are subject to rounding off. Consequently, the total
amounts presented in the tables may differ from the direct sum of the amounts
that precede them.
Effect
of the acquisition of União Terminais
In June
2008, Ultrapar signed the sale and purchase agreement for the acquisition of
100% shares of União Terminais e Armazéns Gerais Ltda., a company involved in
the storage and handling of bulk liquids previously held by Unipar – União das
Indústrias Petroquímicas S.A., with operations in the ports located in Santos
(in the state of São Paulo), Rio de Janeiro and Paranaguá (in the state of
Paraná - through a 50% stake in União/Vopak Armazéns Gerais Ltda.). In October
2008, Ultrapar announced to the market that it had closed the purchase of the
port terminals in Santos and Rio de Janeiro and, in November 2008, the closing
of the acquisition of the port terminal in Paranaguá. The results of the
businesses acquired were consolidated in Ultrapar's financial statements after
their respective closing dates. Ultrapar's financial statements in periods prior
to 4Q08 do not include the results of the businesses acquired. The total
acquisition amounted to R$ 519 million, including in this figure the assumption
of R$ 32 million in net debt.
Effect
of the acquisition of Texaco
In August
2008, Ultrapar announced the signing of the sale and purchase agreement for the
acquisition of Texaco’s fuel distribution business in Brazil. On March 31st, 2009,
Ultrapar closed the acquisition of Texaco through the disbursement
of
R$ 1,106
million, in addition to the US$ 38 million deposit made to Chevron in August
2008. Texaco’s results started to be consolidated into Ultrapar's financial
statements from April 1st, 2009
on. Ultrapar's financial statements in periods prior to 2Q09 do not include
Texaco’s results.
With the
purpose of providing a comparison basis for analysis of the evolution in the
performance of Ipiranga prior to the consolidation of Texaco’s results, we have
included in this document a discussion on the results we estimate Ipiranga would
have obtained in 2Q09 excluding Texaco’s results (“Ipiranga
ex-Texaco”).
Likewise,
in order to allow the understanding of Texaco’s recurring contribution to
Ipiranga’s consolidated results, we have excluded R$ 28 million in non-recurring
expenses incurred in 2Q09 with the conversion of Texaco service stations into
the Ipiranga brand and with integration of operations (“Texaco ex-non-recurring
expenses”).
The table below summarizes Ipiranga’s
results for 2Q09, which are segregated into Ipiranga ex-Texaco, Texaco
ex-non-recurring expenses, Ipiranga ex-non-recurring expenses (resulting from
the sum of the first two items) and Ipiranga as consolidated in Ultrapar’s
financial statements:
IPIRANGA
|
|
CONSOLIDATED STATEMENT OF
INCOME
|
|
In millions of Reais - Accounting
practices adopted in Brazil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED IN JUNE 2009
|
|
|
|
IPIRANGA
EX-TEXACO
|
|
|
TEXACO EX-NON-RECURRING
|
|
|
IPIRANGA EX-NON-RECURRING
|
|
|
IPIRANGA
REPORTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
5,429.4 |
|
|
|
2,783.5 |
|
|
|
8,212.9 |
|
|
|
8,212.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales and
services
|
|
|
(5,105.4 |
) |
|
|
(2,675.0 |
) |
|
|
(7,780.5 |
) |
|
|
(7,780.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
324.0 |
|
|
|
108.5 |
|
|
|
432.4 |
|
|
|
432.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(191.1 |
) |
|
|
(78.0 |
) |
|
|
(269.2 |
) |
|
|
(296.9 |
) |
Selling
|
|
|
(97.9 |
) |
|
|
(42.6 |
) |
|
|
(140.5 |
) |
|
|
(161.2 |
) |
General
and administrative
|
|
|
(68.6 |
) |
|
|
(27.5 |
) |
|
|
(96.0 |
) |
|
|
(103.1 |
) |
Depreciation
and amortization
|
|
|
(24.7 |
) |
|
|
(8.0 |
) |
|
|
(32.6 |
) |
|
|
(32.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating
results
|
|
|
2.3 |
|
|
|
(0.1 |
) |
|
|
2.2 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT
|
|
|
135.1 |
|
|
|
30.3 |
|
|
|
165.4 |
|
|
|
137.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
|
161.8 |
|
|
|
38.3 |
|
|
|
200.1 |
|
|
|
172.4 |
|
Depreciation and
amortization
|
|
|
26.8 |
|
|
|
8.0 |
|
|
|
34.7 |
|
|
|
34.7 |
|
EBITDA margin (R$/m3)
|
|
|
53 |
|
|
|
24 |
|
|
|
43 |
|
|
|
37 |
|
(2) Performance
Analysis:
Net Sales and
Services: Ultrapar’s net sales and services amounted to R$ 9,622 million
in 2Q09, up 38% from 2Q08, as a consequence of the sales growth in all of its
units and the consolidation of Texaco from 2Q09 on. Compared with 1Q09,
Ultrapar's net sales and services increased by 50% as a consequence of
seasonality in its businesses and the consolidation of Texaco from 2Q09 on. In
the first half of 2009, Ultrapar’s net sales and services amounted to R$ 16,033
million, up 24% compared with the first half of 2008, mainly as a consequence of
the consolidation of Texaco’s net revenues from 2Q09 on.
Ultragaz:
According to the Brazilian National Oil Agency (ANP), the Brazilian LPG market
decreased by 2.1% in 2Q09 compared with 2Q08, mainly as a result of less selling
days in 2Q09 and the lower level of industrial activity. In the same period,
Ultragaz's sales volume reached 401 thousand tons, a 2.6% decrease in relation
to 2Q08, practically in line with the market variation. In the bottled segment,
Ultragaz’s sales volume amounted to 281 thousand tons, almost stable compared
with 2Q08. The stability in the bottled segment for 2Q09 is the result of (i)
the resilient demand in the segment, as it is a good of first necessity, and
(ii) commercial initiatives implemented by the company, including new markets.
Ultragaz's sales in the bulk segment (UltraSystem) decreased by 7% in 2Q09,
reflecting the lower level of industrial activity and a temporary consumption by
a major client in 2Q08. Compared with 1Q09, Ultragaz’s sales volume rose by 10%,
slightly higher than the average market seasonality of 8.6% for the last five
years. For the first half of 2009, Ultragaz totals 765 thousand tons in sales
volume, down 2% compared with 1H08. Ultragaz's net sales and services amounted
to R$ 863 million in 2Q09, a 1% increase on 2Q08, despite the 2.6% decrease in
sales volume, as a result of a recovery in average prices, to which the
operational efficiency programs contributed, as well as the rise in the cost of
LPG used in the bulk segment in 2008. Compared with 2Q09, net sales and services
increased by 13%, basically as a consequence of seasonality between quarters.
For 1H09, Ultragaz’s net sales and services totalled R$ 1,628 million, up 2%
from 1H08.
Ipiranga:
Ipiranga ex-Texaco’s sales volumes totalled 3,055 thousand cubic meters, in line
with the sales volume for 2Q08. Fuel sales volume for passenger cars (gasoline,
ethanol and NGV) grew 8%, mainly as a consequence of the increase in light
vehicles fleet during the last 12 months and investments in new Ipiranga service
stations in 2008. Diesel sales volume decreased by 5%, following the slowdown in
the economy. Compared with 1Q09, Ipiranga ex-Texaco reported a 10% increase in
sales volume, reflecting basically the typical seasonality between periods. For
1H09, Ipiranga ex-Texaco totals 5,825 thousand cubic meters in sales volume, up
1% compared with Ipiranga ex-Texaco’s sales volume for 1H08.
Texaco’s
sales volume for 2Q09 totalled 1,580 thousand cubic meters, which, together with
Ipiranga ex-Texaco’s sales volume, allowed Ipiranga’s sales volume to reach
4,635 thousand cubic meters in 2Q09, up 51% compared with 2Q08 and corresponding
to 22% of the Brazilian fuel market. Compared with 1Q09, Ipiranga reported a 67%
increase in sales volume, reflecting basically the consolidation of Texaco from
2Q09 and the typical seasonality between quarters. For 1H09, Ipiranga totals
7,405 thousand cubic meters in sales volume, up 28% compared with Ipiranga’s
sales volume for 1H08.
Ipiranga
ex-Texaco’s net sales and services totalled R$ 5,429 million in 2Q09, down 3%
compared with 2Q08, despite the stability in sales volume, basically due to (i)
anhydrous and hydrated ethanol cost fluctuations; and (ii) increased
participation of ethanol in total sales. Compared with 1Q09, Ipiranga
ex-Texaco’s net sales and services rose by 6% as a result of an increase in
sales volume, partially offset by a reduction in diesel costs occurred in June
2009 and in ethanol costs. For 1H09, Ipiranga ex-Texaco’s net sales and services
totalled
R$ 10,543
million, up 2% from 1H08.
With the
consolidation of Texaco, Ipiranga’s net sales and services reached R$ 8,213
million in 2Q09, up 47% and 61% compared with 2Q08 and 1Q09, respectively. For
1H09, Ipiranga’s net sales and services totalled
R$
13,326 million, up 29% from 1H08.
Oxiteno:
Oxiteno’s sales volume totalled 160 thousand tons, up 10% (14 thousand tons)
compared with 2Q08, mainly due to increases in the production capacity and the
imports replacement process. In the domestic market, sales volume rose by 6% (6
thousand tons), with a good performance in specialty chemicals sold to the
cosmetics, detergents, and agrochemicals industries. Sales volume in the foreign
market grew by 19% (8
thousand
tons) due to an increase in exports, of specialties, as a result of the
expansions, and of glycols. Compared with 1Q09, the sales volume rose by 29% (36
thousand tons) as a result of the same elements above and the seasonality
between quarters, with sales of specialty chemicals accounting for two-thirds
(24 thousand tons) of the total growth in sales volume. Oxiteno’s sales volume
for 1H09 totals 284 thousand tons, in line with the sales volume for 1H08.
Oxiteno’s net sales and services totalled R$ 473 million in 2Q09, up 6% from
2Q08, as a result of a 10% growth in sales volume and a 25% weaker Real,
partially offset by a 23% reduction in average dollar prices, particularly
international glycol prices. Compared with 1Q09, net sales and services
increased by 3% due to a growth in sales volume, which was mostly offset by a
10% stronger Real and a 12% decrease in average dollar prices. Net sales and
services in 1H09 were R$ 933 million, up 8% from 1H08.
Ultracargo:
Ultracargo reported a 67% increase in average storage measured in cubic meters
compared with 2Q08 as a consequence of (i) the consolidation of União Terminais
from 4Q08 on, (ii) the expansions of the Aratu terminal, and (iii) a higher
occupancy rate at the Santos terminal. Compared with 1Q09, Ultracargo’s average
storage rose by 12% as a result of (i) the effects of the seasonality between
quarters, particularly an increase in the handling of ethanol and oils, and (ii)
the start-up of an expansion at the Aratu terminal. In the transportation
segment, total kilometrage travelled declined by 34% and 6% compared with 2Q08
and 1Q09, respectively, mainly due to a lower level of economic activity
compared with 2Q08 and to Ultracargo’s decision to reduce its presence in the
packed cargo segment. For the first half, Ultracargo totals a 56% increase in
the average occupancy rate at its terminals, and a 28% decrease in the total
kilometrage travelled. Ultracargo reported net sales and services of R$ 88
million for 2Q09, up 35% compared with 2Q08, as a result of (i) the
consolidation of União Terminais from 4Q08 on and (ii) higher average storage
and contractual tariff adjustments. Compared with 1Q09, Ultracargo's net sales
and services increased by 8% as a consequence of seasonality between quarters
and the start-up of an expansion at the Aratu terminal. For 1H09, Ultracargo’s
net sales and services totalled R$ 170 million, up 36% from 1H08.
Cost of Good
Sold: Ultrapar's cost of goods
sold amounted to R$ 8,927 million in 2Q09, up 37% and 52% compared with 2Q08 and
1Q09, respectively, as a result of an increase in sales volume and the
consolidation of Texaco from 2Q09 on. In the first half of 2009, Ultrapar’s cost
of goods sold amounted to
R$ 14,813
million, up 24% compared with the first half of 2008, basically as a consequence
of the consolidation of Texaco’s cost of goods sold from 2Q09 on.
Ultragaz:
Ultragaz’s cost of goods sold amounted to R$ 724 million in 2Q09, down 2% and up
11% compared with 2Q08 and 1Q09, respectively, as a result of a variation in
sales volume between the compared periods, as well as the rise in the cost of
LPG used in the bulk segment in 2008, partially offset by the operational
efficiency programs implemented. For 1H09, Ultragaz’s cost of goods sold
totalled R$ 1,378 million, 1% lower than that in 1H08.
Ipiranga:
Ipiranga ex-Texaco’s cost of goods sold totalled R$ 5,105 million in 2Q09, down
4% compared with 2Q08, as a result of (i) anhydrous and hydrated ethanol cost
fluctuations; and (ii) increased participation of ethanol in total sales.
Compared with 1Q09, Ipiranga ex-Texaco’s cost of goods sold rose by 6% as a
result of an increase in sales volume, partially offset by a reduction in diesel
costs occurred in June 2009 and in ethanol costs. For 1H09, Ipiranga ex-Texaco’s
cost of goods sold totalled R$ 9,928 million, up 2% from 1H08.
With the
consolidation of Texaco, Ipiranga’s cost of goods sold amounted to at R$ 7,780
million in 2Q09, up 46% and 61% compared with 2Q08 and 1Q09, respectively. For
1H09, Ipiranga’s cost of goods sold totalled
R$ 12,603
million, up 29% from 1H08.
Oxiteno:
Oxiteno's cost of goods sold in 2Q09 amounted to R$ 400 million, a 7% increase
on 2Q08, due to a 10% growth in sales volume, a 25% weaker Real and higher
depreciation, as a result of the start-up of the expanded operations in 4Q08.
These effects were partially offset by a reduction in the variable cost in
dollars per ton. However, as occurred in the 1Q09, such reduction in the
variable cost in dollars per ton reported in the financial statements was
significantly lower than, for example, the 42% reduction in international
ethylene prices, due to the process of realization of Oxiteno’s inventories with
historical costs higher than replacement costs. Compared with 1Q09, Oxiteno’s
cost of goods sold rose by 6% due to an increase in sales volume, partially
offset by a 10% stronger Real. For 1H09, Oxiteno’s cost of goods sold totalled
R$ 776 million, up 9% from 1H08.
Ultracargo:
Ultracargo's cost of services provided in 2Q09 amounted to R$ 51 million, a 12%
increase on 2Q08, as a consequence of the consolidation of the cost of services
provided by União Terminais from 4Q08 on and an increase in the volume of
products handled at the terminals, partially offset by the realization of
operational synergies resulting from the consolidation of União Terminais and a
reduced presence in the packed cargo transportation segment. Compared with 1Q09,
Ultracargo’s cost of services provided was up by 6%, due to seasonality between
quarters. For 1H09, Ultracargo’s cost of services provided totalled R$ 99
million, up 18% from 1H08.
Gross profit:
Ultrapar’s gross profit amounted to R$ 694 million in 2Q09, up 42% from 2Q08 as
a consequence of the growth seen in all the business units and the consolidation
of Texaco from 2Q09 on. Compared with 1Q09, Ultrapar’s gross profit was up by
32%, as a consequence of seasonality in its businesses and the consolidation of
Texaco from 2Q09 on. In 1H09, Ultrapar’s gross profit totalled R$ 1,221 million,
a 28% increase compared with 1H08.
Sales, General and
Administrative Expenses: Sales, general and administrative expenses at
Ultrapar totalled
R$ 480
million in 2Q09, up 44% and 36% from 2Q08 and 1Q09, respectively, basically due
to Texaco’s consolidation from 2Q09 on. In the first half of 2009, Ultrapar’s
sales, general and administrative expenses amounted to R$ 833 million, up 25%
compared with the first half of 2008, basically as a consequence of the
consolidation of Texaco’s sales, general and administrative expenses from 2Q09
on.
Ultragaz:
Ultragaz's sales, general and administrative expenses amounted to R$ 94 million
in 2Q09, 4% up from 2Q08, as a consequence of the effect of inflation on
expenses and higher expenses related to sales campaigns, partially offset by
lower indemnification expenses and expense reduction initiatives implemented in
2008. Compared with 1Q09, sales, general and administrative expenses were up by
7%, basically due to an increase in sales volume and in variable compensation,
in line with the recent progression of the company’s results. For 1H09,
Ultragaz’s sales, general and administrative expenses totalled R$ 181 million,
up 3% compared with 1H08.
Ipiranga:
Ipiranga ex-Texaco's sales, general and administrative expenses (including
employees statutory interest) amounted to R$ 191 million in 2Q09, up 23% and 7%
from 2Q08 and 1Q09, respectively. Sales expenses increased by 23% compared with
2Q08, basically due to a rise in the freight unit cost and a concentration of
advertising and marketing expenses in 2Q09, combined with a low level in 2Q08.
Compared with 1Q09, sales expenses were up by 12%, basically as a consequence of
a 10% increase in sales volume. Compared with 2Q08, general and administrative
expenses (including employees statutory interest) increased by 23% as a result
of (i) higher depreciation expenses, (ii) higher personnel expenses as a
consequence of the annual collective wage agreement and an increase in variable
compensation, in line with the progression of the results, and (iii) higher
environment-related expenses. Compared with 1Q09, general and administrative
expenses (including employees statutory interest) increased by 3%. For 1H09,
Ipiranga ex-Texaco’s sales, general and administrative expenses (including
employees statutory interest) totalled R$ 370 million, up 15% compared with
1H08.
With the
consolidation of Texaco, Ipiranga’s sales, general and administrative expenses
(including employees statutory interest) totalled R$ 297 million in 2Q09, up 91%
and 66% from 2Q08 and 2Q09, respectively, including expenses of R$ 21 million
related to the conversion of Texaco service stations to the Ipiranga brand in
the quarter and of R$ 7 million related to Texaco’s integration. For 1H09,
Ipiranga’s sales, general and administrative expenses (including employees
statutory interest) totalled R$ 475 million, up 48% compared with
1H08.
Oxiteno:
Sales, general and administrative expenses of Oxiteno amounted to R$ 68 million
in 2Q09, up 20% from 2Q08, mainly as a consequence of (i) increase in volume
sold, (ii) higher national and international freight unit cost as a result of a
rise in diesel prices, a 25% weaker Real, and a higher participation of sales in
the foreign market, (iii) an increase in personnel expenses as a result of the
annual collective wage agreement, and (iv) higher expenses related to Oxiteno’s
operations outside Brazil. Compared with 1Q09, sales, general and administrative
expenses at Oxiteno rose by 8%, despite a 29% increase in sales volume, as a
consequence of the 10% stronger Real and a decrease in variable compensation.
For 1H09, sales, general and administrative expenses totalled R$ 131 million, up
23% compared with 1H08.
Ultracargo:
Ultracargo's sales, general and administrative expenses amounted to R$ 23
million in 2Q09, up 12% compared with 2Q08, due to the consolidation of sales,
general and administrative expenses from União Terminais from 4Q08 on. Compared
with 1Q09, Ultracargo’s sales, general and administrative expenses decreased by
2%. For 1H09, sales, general and administrative expenses totalled R$ 46 million,
up 15% compared with 1H08.
Income from Operations
before Financial Items: Ultrapar’s income from operations before
financial items amounted to R$ 215 million in 2Q09, up 31% from 2Q08 as a
consequence of the increase in the income from operations before financial items
of Ipiranga, Ultragaz and Ultracargo. Compared with 1Q09, Ultrapar’s income from
operations before financial items was up by 21%. In 1H09, Ultrapar’s income from
operations before financial items totalled R$ 393 million, a 29% increase
compared with 1H08.
Financial
result: Ultrapar reported net
financial expense of R$ 87 million in 2Q09, R$ 75 million higher than that in
2Q08. The increase in net financial expense in 2Q09 reflects an increase in
Ultrapar’s net debt, which increased from R$ 421 million at the end of 2Q08 to
R$ 2,352 million at the end of 2Q09, as a result of investments in organic
expansion and acquisitions over the last 12 months, particularly the
disbursement related to Texaco on March 31st, 2009.
Compared with 1Q09, net financial expense was R$ 28 million higher, due to an
increase in Ultrapar's average net debt resulting from the disbursement to pay
for the acquisition of Texaco. For 1H09, Ultrapar’s net financial expenses came
in at R$ 146 million, up R$ 97 million from 1H08.
Depreciation and
Amortization: Total depreciation and amortization costs and expenses in
2Q09 were R$ 105 million, R$ 16 million higher than those in 2Q08 due to the
addition of the depreciation resulting from (i) the acquisitions of União
Terminais and Texaco, (ii) Oxiteno’s expanded operations from 4Q08 on, and (iii)
investments in new and re-branded service stations at Ipiranga, partially offset
by the elimination of goodwill amortization expenses starting from January
1st,
2009. Compared with 1Q09, total depreciation and amortization costs and expenses
increased by R$ 9 million as a consequence of the consolidation of Texaco’s
depreciation. For 1H09, total depreciation and amortization costs and expenses
amounted to R$ 202 million, up R$ 25 million compared with 1H08.
Other revenues and expenses
(former "Non-Operating Results"): In 2Q09 Ultrapar reported other
revenues of
R$ 7
million, mainly due to the sale of trucks and bottles in 2Q09, compared with
other revenues of R$ 1 million in 2Q08 related to the sale of a Ultracargo’s
land in Mauá. In 1Q09, Ultrapar reported other revenues of R$ 3 million, mainly
due to the sale of trucks. For 1H09, other revenues reached R$ 10 million, up R$
3 million from 1H08.
Income and Social
Contribution / Benefit of Tax Holidays: Ultrapar reported income tax and
social contribution expenses, net of benefit of tax holidays of R$ 41 million in
2Q09, compared with an expense R$ 40 million in 2Q08, despite the lower pre-tax
profit, due to a decreased participation of regions with tax benefits in the
results. Compared with 1Q09, income tax and social contribution expenses, net of
benefit of tax holidays was up 38%. In 1H09, income tax and social contribution
expenses, net of benefit of tax holidays amounted to R$ 70 million, 23% up from
1H08.
Net Earnings: Net earnings in 2Q09
amounted to R$ 93 million, down 15% compared with 2Q08, due to an increase in
net debt and the higher depreciation resulting from investments in organic
expansion and acquisitions over the last 12 months, partially offset by the
growth in EBITDA. Compared with 1Q09, net earnings increased by 2%, mainly as a
consequence of the increase in EBITDA. For 1H09, Ultrapar’s net earnings reached
R$ 184 million, down 8% from 1H08.
EBITDA: Ultrapar’s
EBITDA amounted to R$ 321 million in 2Q09, up 28% and 17% from 2Q08 and 1Q09,
respectively, as a consequence of the EBITDA growth in all the business units
and the consolidation of Texaco from 2Q09 on. In the first half of 2009,
Ultrapar’s EBITDA totalled R$ 595 million, up 25% compared with the first half
of 2008.
Ultragaz:
Ultragaz’s EBITDA amounted to R$ 74 million in 2Q09, up 36% and 41% on 2Q08 and
1Q09, respectively, basically as a consequence of (i) a recovery in margins, to
which the operational efficiency
programs
implemented contributed, and (ii) the effects of seasonality in comparison with
1Q09. For 1H09, Ultragaz’s EBITDA reached R$ 126 million, up 33% from
1H08.
Ipiranga:
Ipiranga ex-Texaco’s EBITDA amounted to R$ 162 million in 2Q09, up 5% and 13%
from 2Q08 and 1Q09, respectively, basically as a consequence of (i) measures
implemented to improve legislation and inspection of the fuel sector, with
influence over the fluctuations of prices and costs of ethanol, and (ii) an
increase in sales volume compared with 1Q09. For 1H09, Ipiranga ex-Texaco’s
EBITDA reached R$ 305 million, up 8% from 1H08.
Texaco
ex-non-recurring expenses’ EBITDA for 2Q09, which excludes expenses of R$ 21
million related to the conversion of Texaco service stations to the Ipiranga
brand and of R$ 7 million related to integration of operations, amounted to R$
38 million, which corresponds to an EBITDA unit margin of R$ 24/m3, higher than
the observed pre-acquisition margin.
Therefore,
Ipiranga ex-non-recurring expenses’ EBITDA totalled R$ 200 million, and the
EBITDA unit margin reached R$ 43/m³. Including non-recurring expenses, Ipiranga
reported EBITDA of R$ 172 million in 2Q09, totalling R$ 316 million in
1H09.
Oxiteno:
Oxiteno’s EBITDA totalled R$ 29 million in 2Q09, up 10% from 2Q08, as a result
of a 25% weaker Real in 2Q09 and a 10% increase in sales volume, mostly offset
by a difference between historical costs and replacement costs in 2Q09. Compared
with 1Q09, EBITDA decreased by 37% as a result of (i) a 10% stronger Real in
2Q09 and its 16% appreciation over the quarter, and (ii) a decrease in average
dollar prices, as a result of a higher participation of glycols and exports in
sales, without an equivalent reduction in dollar costs, due to the process of
realization of inventories with historical costs higher than replacement costs.
For 1H09, Oxiteno’s EBITDA reached R$ 75 million, up 2% from 1H08. Oxiteno
estimates that the effect from the difference between historical and replacement
costs was R$ 35 million and R$ 68 million for 2Q09 and 1H09,
respectively.
Ultracargo:
Ultracargo reported EBITDA of R$ 28 million, R$ 20 million higher than in 2Q08,
as a consequence of the consolidation of União Terminais from 4Q08 on and the
resulting operational synergies, the expansions of the Aratu terminal, and an
increase in the volume of products handled at the Santos terminal. Compared with
1Q09, Ultracargo’s EBITDA increased by 17%, due to an increase in the volume of
products handled at its terminals. In 2Q09, Ultracargo’s EBITDA margin reached
32%, higher than the 13% and 29% margins reported in 2Q08 and 1Q09,
respectively. For 1H09, Ultracargo’s EBITDA reached R$ 52 million, up 182% from
1H08. Ultracargo’s EBITDA margin in 1H09 was 31%, twice the 15% margin reported
in 1H08.
EBITDA
R$ million
|
2Q09
|
2Q08
|
1Q09
|
Change
2Q09
X 2Q08
|
Change
2Q09
x 1Q09
|
1H09
|
1H08
|
Change
1Q09
x 1Q08
|
Ultrapar
|
320.6
|
251.1
|
274.1
|
28%
|
17%
|
594.7
|
477.0
|
25%
|
Ultragaz
|
73.6
|
54.0
|
52.4
|
36%
|
41%
|
126.0
|
94.7
|
33%
|
Ipiranga
|
172.4
|
153.7
|
143.5
|
12%
|
20%
|
315.9
|
283.6
|
11%
|
Oxiteno
|
29.2
|
26.6
|
46.2
|
10%
|
(37%)
|
75.4
|
73.8
|
2%
|
Ultracargo
|
28.2
|
8.4
|
24.0
|
237%
|
17%
|
52.2
|
18.5
|
182%
|
We
hereby inform that. in accordance with the requirements of CVM Resolution
381/03. Our independent auditors KPMG Auditores Independentes have not performed
during these first six months of 2009 any service other than the external audit
of the financial statements of Ultrapar and affiliated companies and
subsidiaries