Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For the
month of November, 2009
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio,
1343, 9º Andar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
ITEM
|
|
1.
|
Interim
financial statements as of September 30,
2009
|
|
|
|
|
|
|
|
Ultrapar
Participações S.A. and Subsidiaries
(Convenience
Translation into English from the Original Previously Issued in
Portuguese)
Interim
financial information
September
30, 2009
|
|
|
|
|
Ultrapar Participações S.A. and
Subsidiaries
Interim financial
statements
as of September 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 - 68
|
|
|
Characteristics of
debentures
|
69
|
|
|
|
|
Other
information considered material
|
|
by
the company
|
70- 71
|
|
|
Investment
in the subsidiaries
|
72
|
|
|
MD&A
– Analysis of consolidated earnings
|
73
-
80
|
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
September 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 September 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.
|
November
10, 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)
|
09/30/2009
|
06/30/2009
|
09/30/2008
|
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
|
Board
of Director’s Meeting
|
08/12/2009
|
Dividends
|
08/28/2009
|
Common
|
0.890000000
|
02
|
Board
of Director’s Meeting
|
08/12/2009
|
Dividends
|
08/28/2009
|
Preferred
|
0.890000000
|
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 September 30, 2009 and June 30,
2009
(In thousands of
Reais)
|
|
|
|
|
|
Parent
|
|
|
|
Consolidated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
|
09/30/2009
|
|
|
|
06/30/2009
|
|
|
|
09/30/2009
|
|
|
|
06/30/2009
|
|
Current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and banks
|
|
|
|
|
|
42,065 |
|
|
|
290 |
|
|
|
186,495 |
|
|
|
290,737 |
|
Financial
investments
|
|
|
5
|
|
|
|
56,537 |
|
|
|
162,904 |
|
|
|
1,621,827 |
|
|
|
1,266,097 |
|
Trade
account receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
1,588,297 |
|
|
|
1,707,884 |
|
Inventories
|
|
|
7
|
|
|
|
- |
|
|
|
- |
|
|
|
920,451 |
|
|
|
979,626 |
|
Recoverable
taxes
|
|
|
8
|
|
|
|
41,623 |
|
|
|
44,069 |
|
|
|
320,911 |
|
|
|
337,202 |
|
Deferred
income tax and social
|
|
|
10.a)
|
|
|
|
41 |
|
|
|
411 |
|
|
|
156,449 |
|
|
|
157,639 |
|
contribution
|
Dividends
receivable
|
|
|
|
|
|
|
17,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Other
receivables
|
|
|
|
|
|
|
604 |
|
|
|
669 |
|
|
|
28,298 |
|
|
|
34,257 |
|
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
- |
|
|
|
29,169 |
|
|
|
51,197 |
|
Total
current assets
|
|
|
|
|
|
|
157,870 |
|
|
|
208,343 |
|
|
|
4,851,897 |
|
|
|
4,824,639 |
|
Non-current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
investments
|
|
|
5
|
|
|
|
750,000 |
|
|
|
770,870 |
|
|
|
7,193 |
|
|
|
7,193 |
|
Trade
account receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
295,009 |
|
|
|
209,601 |
|
Related
companies
|
|
|
9.a)
|
|
|
|
10 |
|
|
|
10,810 |
|
|
|
6,993 |
|
|
|
5,640 |
|
Deferred
income tax and social
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
contribution
|
|
|
10.a)
|
|
|
|
194 |
|
|
|
171 |
|
|
|
485,053 |
|
|
|
378,053 |
|
Recoverable
taxes
|
|
|
8
|
|
|
|
9,685 |
|
|
|
4,515 |
|
|
|
37,913 |
|
|
|
32,792 |
|
Escrow
deposits
|
|
|
|
|
|
|
217 |
|
|
|
250 |
|
|
|
99,431 |
|
|
|
94,273 |
|
Other
receivables
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
1,967 |
|
|
|
2,746 |
|
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
- |
|
|
|
34,299 |
|
|
|
23,021 |
|
|
|
|
|
|
|
|
760,106 |
|
|
|
786,616 |
|
|
|
967,858 |
|
|
|
753,319 |
|
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
12.a)
|
|
|
|
4,927,969 |
|
|
|
4,806,660 |
|
|
|
- |
|
|
|
- |
|
Affiliates
|
|
|
12.b)
|
|
|
|
- |
|
|
|
- |
|
|
|
12,325 |
|
|
|
12,269 |
|
Others
|
|
|
|
|
|
|
59 |
|
|
|
59 |
|
|
|
10,814 |
|
|
|
26,873 |
|
Fixed
assets
|
|
13
and 16.f)
|
|
|
|
- |
|
|
|
- |
|
|
|
3,749,553 |
|
|
|
3,753,361 |
|
Intangible
assets
|
|
|
14
|
|
|
|
246,163 |
|
|
|
246,163 |
|
|
|
876,690 |
|
|
|
817,300 |
|
Deferred
charges
|
|
|
15
|
|
|
|
- |
|
|
|
- |
|
|
|
11,198 |
|
|
|
12,656 |
|
|
|
|
|
|
|
|
5,174,191 |
|
|
|
5,052,882 |
|
|
|
4,660,580 |
|
|
|
4,622,459 |
|
Total
non-current assets
|
|
|
|
|
|
|
5,934,297 |
|
|
|
5,839,498 |
|
|
|
5,628,438 |
|
|
|
5,375,778 |
|
Total
assets
|
|
|
|
|
|
|
6,092,167 |
|
|
|
6,047,841 |
|
|
|
10,480,335 |
|
|
|
10,200,417 |
|
Ultrapar Participações S.A. and Subsidiaries
Balance sheets
as of September 30, 2009 and June 30, 2009
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and
financing
|
|
|
16
|
|
|
- |
|
|
|
- |
|
|
|
953,590 |
|
|
|
867,934 |
|
Debentures
|
|
|
16.d)
|
|
|
41,271 |
|
|
|
5,414 |
|
|
|
41,271 |
|
|
|
5,414 |
|
Finance
lease
|
|
|
16.f)
|
|
|
- |
|
|
|
- |
|
|
|
11,812 |
|
|
|
12,246 |
|
Suppliers
|
|
|
|
|
|
169 |
|
|
|
282 |
|
|
|
692,053 |
|
|
|
646,857 |
|
Salaries and related
charges
|
|
|
|
|
|
100 |
|
|
|
136 |
|
|
|
169,736 |
|
|
|
141,600 |
|
Taxes
payable
|
|
|
|
|
|
1,901 |
|
|
|
29 |
|
|
|
151,575 |
|
|
|
132,395 |
|
Dividends
payable
|
|
|
17.g)
|
|
|
1,725 |
|
|
|
1,447 |
|
|
|
7,231 |
|
|
|
7,331 |
|
Income tax and
social
contribution
payable
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
14,291 |
|
|
|
13,580 |
|
Deferred income tax and
social
contribution
|
|
|
10.a)
|
|
|
- |
|
|
|
- |
|
|
|
1,434 |
|
|
|
2,630 |
|
Post-employment
benefits
|
|
|
23.b)
|
|
|
- |
|
|
|
- |
|
|
|
10,798 |
|
|
|
10,798 |
|
Provision for
contingencies
|
|
|
22.a)
|
|
|
- |
|
|
|
- |
|
|
|
20,660 |
|
|
|
22,337 |
|
Other
payables
|
|
|
|
|
|
725 |
|
|
|
1,335 |
|
|
|
26,854 |
|
|
|
21,954 |
|
Total current
liabilities
|
|
|
|
|
|
45,891 |
|
|
|
8,643 |
|
|
|
2,101,305 |
|
|
|
1,885,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
|
|
|
16
|
|
|
- |
|
|
|
- |
|
|
|
1,882,507 |
|
|
|
1,830,771 |
|
Debentures
|
|
|
16.d)
|
|
|
1,192,741 |
|
|
|
1,191,692 |
|
|
|
1,192,741 |
|
|
|
1,191,692 |
|
Finance
lease
|
|
|
16.f)
|
|
|
- |
|
|
|
- |
|
|
|
6,550 |
|
|
|
8,293 |
|
Related
companies
|
|
|
9.a)
|
|
|
436 |
|
|
|
436 |
|
|
|
4,087 |
|
|
|
4,174 |
|
Deferred income tax and
social
contribution
|
|
|
10.a)
|
|
|
|
|
|
|
- |
|
|
|
11,969 |
|
|
|
15,847 |
|
Provision for
contingencies
|
|
|
22.a)
|
|
|
5,149 |
|
|
|
5,083 |
|
|
|
280,197 |
|
|
|
287,934 |
|
Post-employment
benefits
|
|
|
23.b)
|
|
|
- |
|
|
|
- |
|
|
|
91,987 |
|
|
|
91,987 |
|
Other
payables
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
33,181 |
|
|
|
16,739 |
|
Total non-current
liabilities
|
|
|
|
|
|
1,198,326 |
|
|
|
1,197,211 |
|
|
|
3,503,219 |
|
|
|
3,447,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority
interest
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
39,527 |
|
|
|
38,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
1,140 |
|
|
|
1,065 |
|
Revaluation
reserve
|
|
|
17.d)
|
|
|
8,885 |
|
|
|
9,216 |
|
|
|
8,885 |
|
|
|
9,216 |
|
Profit
reserves
|
|
|
17.e)
|
|
|
1,078,914 |
|
|
|
1,078,914 |
|
|
|
1,078,914 |
|
|
|
1,078,914 |
|
Treasury
shares
|
|
|
17.b)
|
|
|
(127,332 |
) |
|
|
(127,332 |
) |
|
|
(137,232 |
) |
|
|
(137,662 |
) |
Valuation
adjustment
|
|
3.c) and 17.g)
|
|
|
(7,036 |
) |
|
|
(4,467 |
) |
|
|
(7,036 |
) |
|
|
(4,467 |
) |
Cumulative
translation
adjustments
|
|
3.n) and 17.h)
|
|
|
(5,122 |
) |
|
|
578 |
|
|
|
(5,122 |
) |
|
|
578 |
|
Retained
earnings
|
|
|
|
|
|
199,962 |
|
|
|
185,399 |
|
|
|
199,962 |
|
|
|
185,399 |
|
|
|
|
17.f)
|
|
|
4,847,950 |
|
|
|
4,841,987 |
|
|
|
4,836,284 |
|
|
|
4,829,816 |
|
Total liabilities
and
shareholders’
equity
|
|
|
|
|
|
6,092,167 |
|
|
|
6,047,841 |
|
|
|
10,480,335 |
|
|
|
10,200,417 |
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Income statements
For the quarters ended September 30,
2009 and 2008
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue from sales and
services
|
|
|
3.a)
|
|
|
- |
|
|
|
- |
|
|
|
10,127,646 |
|
|
|
8,064,294 |
|
Deduction on sales and
services
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(467,395 |
) |
|
|
(325,720 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue from sales and
services
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
9,660,251 |
|
|
|
7,738,574 |
|
Cost of products and services
sold
|
|
|
3.a)
|
|
|
- |
|
|
|
- |
|
|
|
(8,932,873 |
) |
|
|
(7,204,515 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
income
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
727,378 |
|
|
|
534,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from investments in
subsidiaries and affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of subsidiaries
and
affiliates
|
|
12.a) and
12.b)
|
|
|
149,624 |
|
|
|
138,443 |
|
|
|
56 |
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and
marketing
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(218,446 |
) |
|
|
(155,497 |
) |
General and
administrative
|
|
|
|
|
|
(740 |
) |
|
|
419 |
|
|
|
(180,163 |
) |
|
|
(132,679 |
) |
Depreciation and
amortization
|
|
|
|
|
|
- |
|
|
|
(12,503 |
) |
|
|
(78,581 |
) |
|
|
(69,771 |
) |
Other net operating
income
|
|
|
|
|
|
750 |
|
|
|
- |
|
|
|
2,677 |
|
|
|
4,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before financial
income and other revenues
|
|
|
|
|
|
149,634 |
|
|
|
126,359 |
|
|
|
252,921 |
|
|
|
180,248 |
|
Net financial
income
|
|
|
20
|
|
|
(14,258 |
) |
|
|
(11,841 |
) |
|
|
(59,729 |
) |
|
|
(21,117 |
) |
Other
income
|
|
|
18
|
|
|
- |
|
|
|
- |
|
|
|
6,329 |
|
|
|
12,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before social
contribution and income tax
|
|
|
|
|
|
135,376 |
|
|
|
114,518 |
|
|
|
199,521 |
|
|
|
171,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social contribution and income
tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
10.b)
|
|
|
(1,591 |
) |
|
|
(659 |
) |
|
|
(53,095 |
) |
|
|
(53,346 |
) |
Deferred
charges
|
|
|
10.b)
|
|
|
(347 |
) |
|
|
8,135 |
|
|
|
(17,375 |
) |
|
|
(1,527 |
) |
Tax
incentives
|
|
10.b) and
10.c)
|
|
|
- |
|
|
|
- |
|
|
|
5,392 |
|
|
|
10,176 |
|
|
|
|
|
|
|
(1,938 |
) |
|
|
7,476 |
|
|
|
(65,078 |
) |
|
|
(44,697 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interest
and employee statutory interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee statutory
interest
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,082 |
) |
Minority
interest
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(1,005 |
) |
|
|
(1,522 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the
period
|
|
|
|
|
|
133,438 |
|
|
|
121,994 |
|
|
|
133,438 |
|
|
|
121,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per equity share
(annual weighted average) - R$
|
|
|
|
|
|
0.99664 |
|
|
|
0.91184 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
Ultrapar Participações S.A. and
Subsidiaries
Income statements
For the nine-month periods ended
September 30, 2009 and 2008
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue from sales and
services
|
|
|
3.a)
|
|
|
- |
|
|
|
- |
|
|
|
26,921,218 |
|
|
|
21,588,256 |
|
Deduction on sales and
services
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(1,267,763 |
) |
|
|
(929,899 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue from sales and
services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,693,455 |
|
|
|
20,658,357 |
|
Cost of products and services
sold
|
|
|
3.a)
|
|
|
- |
|
|
|
- |
|
|
|
(23,745,561 |
) |
|
|
(19,170,457 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
income
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
1,947,894 |
|
|
|
1,487,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from investments in
subsidiaries and affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of subsidiaries
and
affiliates
|
|
12.a) and
12.b)
|
|
|
378,764 |
|
|
|
379,843 |
|
|
|
95 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and
marketing
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(600,552 |
) |
|
|
(426,877 |
) |
General and
administrative
|
|
|
|
|
|
(2,440 |
) |
|
|
(47 |
) |
|
|
(507,349 |
) |
|
|
(389,836 |
) |
Depreciation and
amortization
|
|
|
|
|
|
- |
|
|
|
(36,697 |
) |
|
|
(202,284 |
) |
|
|
(208,131 |
) |
Other net operating
income
|
|
|
|
|
|
2,347 |
|
|
|
(11 |
) |
|
|
8,129 |
|
|
|
20,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before financial
income and other revenues
|
|
|
|
|
|
378,671 |
|
|
|
343,088 |
|
|
|
645,933 |
|
|
|
484,193 |
|
Net financial
income
|
|
|
20
|
|
|
(59,153 |
) |
|
|
(49,559 |
) |
|
|
(205,595 |
) |
|
|
(69,936 |
) |
Other
income
|
|
|
18
|
|
|
- |
|
|
|
(1 |
) |
|
|
16,240 |
|
|
|
19,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before social
contribution and income tax
|
|
|
|
|
|
319,518 |
|
|
|
293,528 |
|
|
|
456,578 |
|
|
|
433,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social contribution and income
tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
10.b)
|
|
|
(1,591 |
) |
|
|
(659 |
) |
|
|
(131,310 |
) |
|
|
(126,151 |
) |
Deferred
charges
|
|
|
10.b)
|
|
|
(8 |
) |
|
|
29,343 |
|
|
|
(18,805 |
) |
|
|
(1,269 |
) |
Tax
incentives
|
|
10.b) and
10.c)
|
|
|
- |
|
|
|
- |
|
|
|
15,169 |
|
|
|
26,149 |
|
|
|
|
|
|
|
(1,599 |
) |
|
|
28,684 |
|
|
|
(134,946 |
) |
|
|
(101,271 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interest
and employee statutory interest
|
|
|
|
|
|
317,919 |
|
|
|
322,212 |
|
|
|
321,632 |
|
|
|
332,377 |
|
Employee statutory
interest
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(6,964 |
) |
Minority
interest
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(3,713 |
) |
|
|
(3,201 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the
period
|
|
|
|
|
|
317,919 |
|
|
|
322,212 |
|
|
|
317,919 |
|
|
|
322,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per equity share
(annual weighted average) - R$
|
|
|
|
|
|
2.37451 |
|
|
|
2.40836 |
|
|
|
|
|
|
|
|
|
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 September 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 |
|
|
|
2,906 |
|
|
|
10,280 |
|
|
|
119,575 |
|
|
|
959,339 |
|
|
|
(6,248 |
) |
|
|
8,309 |
|
|
|
- |
|
|
|
(127,332 |
) |
|
|
4,663,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realization of revaluation
reserve
|
|
|
17.d |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,395 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,395 |
|
|
|
- |
|
|
|
- |
|
Income tax and social contribution
on realization of revaluation
reserve of subsidiaries
|
|
|
17.d |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(192 |
) |
|
|
- |
|
|
|
(192 |
) |
Valuation adjustments for
financial instruments
|
|
|
3.c |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(788 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(788 |
) |
Currency translation of foreign
subsidiaries
|
|
|
3.n |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(13,431 |
) |
|
|
- |
|
|
|
- |
|
|
|
(13,431 |
) |
Net income for the
period
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
317,919 |
|
|
|
- |
|
|
|
317,919 |
|
Interim dividends (R$ 0.89) per
share
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(119,160 |
) |
|
|
- |
|
|
|
(119,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30,
2009
|
|
|
|
|
|
|
3,696,773 |
|
|
|
2,906 |
|
|
|
8,885 |
|
|
|
119,575 |
|
|
|
959,339 |
|
|
|
(7,036 |
) |
|
|
(5,122 |
) |
|
|
199,962 |
|
|
|
(127,332 |
) |
|
|
4,847,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 September 30,
2009
(In thousands of
Reais, except dividends per share)
|
|
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 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,395 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,395 |
|
|
|
- |
|
|
|
- |
|
Income tax and social contribution
on realization of revaluation
reserve of subsidiaries
|
|
|
17.d |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(192 |
) |
|
|
- |
|
|
|
(192 |
) |
Valuation adjustments for
financial instruments
|
|
|
3.c |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(788 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(788 |
) |
Currency translation of foreign
subsidiaries
|
|
|
3.n |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(13,431 |
) |
|
|
- |
|
|
|
- |
|
|
|
(13,431 |
) |
Treasury
shares
|
|
|
|
|
|
|
- |
|
|
|
285 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,575 |
|
|
|
1,860 |
|
Net income for the
period
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
317,919 |
|
|
|
- |
|
|
|
317,919 |
|
Interim dividends (R$ 0.89) per
share
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(119,160 |
) |
|
|
- |
|
|
|
(119,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30,
2009
|
|
|
|
|
|
|
3,696,773 |
|
|
|
1,140 |
|
|
|
8,885 |
|
|
|
119,575 |
|
|
|
959,339 |
|
|
|
(7,036 |
) |
|
|
(5,122 |
) |
|
|
199,962 |
|
|
|
(137,232 |
) |
|
|
4,836,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 September 30, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the period
|
|
|
|
|
|
133,438 |
|
|
|
121,994 |
|
|
|
133,438 |
|
|
|
121,994 |
|
Adjustments
to reconcile net income to cash provided by
operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
in income of subsidiaries and affiliates
|
|
|
12
|
|
|
|
(149,624 |
) |
|
|
(138,443 |
) |
|
|
(56 |
) |
|
|
(131 |
) |
Depreciation
and amortization
|
|
|
|
|
|
|
- |
|
|
|
12,503 |
|
|
|
118,215 |
|
|
|
89,881 |
|
PIS
and COFINS credits on depreciation
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
2,543 |
|
|
|
1,066 |
|
Interest,
monetary and exchange rate changes
|
|
|
|
|
|
|
14,735 |
|
|
|
41,145 |
|
|
|
8,530 |
|
|
|
216,784 |
|
Deferred
income tax and social contribution
|
|
|
10.b)
|
|
|
|
347 |
|
|
|
(8,135 |
) |
|
|
17,375 |
|
|
|
1,073 |
|
Minority
interest in income
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
1,005 |
|
|
|
1,522 |
|
Proceeds
from sale of fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(6,290 |
) |
|
|
(9,702 |
) |
Others
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
50 |
|
|
|
(328 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
received from subsidiaries
|
|
|
|
|
|
|
3,000 |
|
|
|
32,397 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
119,587 |
|
|
|
(89,291 |
) |
Inventories
|
|
|
7
|
|
|
|
- |
|
|
|
- |
|
|
|
58,142 |
|
|
|
(188,273 |
) |
Recoverable
taxes
|
|
|
8
|
|
|
|
2,445 |
|
|
|
(6,725 |
) |
|
|
16,291 |
|
|
|
(23,461 |
) |
Other
receivables
|
|
|
|
|
|
|
65 |
|
|
|
(453 |
) |
|
|
5,958 |
|
|
|
(74,039 |
) |
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
663 |
|
|
|
22,029 |
|
|
|
6,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
|
|
|
|
(113 |
) |
|
|
(1,170 |
) |
|
|
45,196 |
|
|
|
107,297 |
|
Wages
and employee benefits
|
|
|
|
|
|
|
(36 |
) |
|
|
5 |
|
|
|
28,136 |
|
|
|
19,661 |
|
Taxes
payable
|
|
|
|
|
|
|
1,872 |
|
|
|
5 |
|
|
|
19,181 |
|
|
|
11,261 |
|
Income
tax and social contribution
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
711 |
|
|
|
13,478 |
|
Other
payables
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
2,997 |
|
|
|
(2,103 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in long-term assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
(85,409 |
) |
|
|
(6,487 |
) |
Recoverable
taxes
|
|
|
8
|
|
|
|
(5,170 |
) |
|
|
- |
|
|
|
(4,779 |
) |
|
|
417 |
|
Amounts
in escrow
|
|
|
|
|
|
|
33 |
|
|
|
- |
|
|
|
(5,158 |
) |
|
|
(1,707 |
) |
Other
receivables
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
778 |
|
|
|
2,598 |
|
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
- |
|
|
|
(10,770 |
) |
|
|
(435 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for contingencies
|
|
|
|
|
|
|
66 |
|
|
|
93 |
|
|
|
(5,318 |
) |
|
|
(10,829 |
) |
Other
payables
|
|
|
|
|
|
|
(610 |
) |
|
|
- |
|
|
|
14,023 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
|
|
|
|
448 |
|
|
|
53,879 |
|
|
|
496,405 |
|
|
|
186,185 |
|
Ultrapar Participações S.A. and
Subsidiaries
Statements of cash flows - Indirect
method
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investment activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
investments, net of redemptions
|
|
|
|
|
|
42,015 |
|
|
|
- |
|
|
|
15,128 |
|
|
|
225,163 |
|
Disposal
(acquisition) of investments, net
|
|
|
12
|
|
|
|
- |
|
|
|
(212,729 |
) |
|
|
(168,808 |
) |
|
|
45,265 |
|
Acquisition
of fixed assets
|
|
|
13
|
|
|
|
- |
|
|
|
- |
|
|
|
(112,690 |
) |
|
|
(267,505 |
) |
Increase
in intangible assets
|
|
|
14
|
|
|
|
- |
|
|
|
- |
|
|
|
(9,660 |
) |
|
|
(14,834 |
) |
Increase
in deferred charges
|
|
|
15
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(590 |
) |
Gain
on sale of fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
9,237 |
|
|
|
8,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investment activities
|
|
|
|
|
|
|
42,015 |
|
|
|
(212,729 |
) |
|
|
(266,793 |
) |
|
|
(4,147 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
and debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
raising
|
|
|
16
|
|
|
|
1,334 |
|
|
|
- |
|
|
|
414,725 |
|
|
|
115,994 |
|
Amortization
|
|
|
16
|
|
|
|
(307 |
) |
|
|
- |
|
|
|
(251,299 |
) |
|
|
(240,933 |
) |
Payment
of financial lease
|
|
|
16
|
|
|
|
- |
|
|
|
- |
|
|
|
(3,579 |
) |
|
|
(3,000 |
) |
Dividends
paid
|
|
|
|
|
|
|
(118,883 |
) |
|
|
(117,558 |
) |
|
|
(119,260 |
) |
|
|
(118,128 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
from Petrobras and Braskem for delivery of
Petrochemical
and Distribution Assets
|
|
|
|
|
|
|
- |
|
|
|
(2,501 |
) |
|
|
- |
|
|
|
(2,501 |
) |
Related
entities
|
|
|
9.a)
|
|
|
|
10,800 |
|
|
|
127,740 |
|
|
|
(1,440 |
) |
|
|
(1,038 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing activities
|
|
|
|
|
|
|
(107,056 |
) |
|
|
7,681 |
|
|
|
39,147 |
|
|
|
(249,606 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of changes in exchange rates on cash and
cash
equivalents in foreign currency
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(2,145 |
) |
|
|
11,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash, banks and
short-term
investments
|
|
|
|
|
|
|
(64,593 |
) |
|
|
(151,169 |
) |
|
|
266,614 |
|
|
|
(55,710 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
5
|
|
|
|
163,195 |
|
|
|
1,005,339 |
|
|
|
1,189,778 |
|
|
|
1,333,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
|
5
|
|
|
|
98,602 |
|
|
|
854,170 |
|
|
|
1,456,392 |
|
|
|
1,277,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 nine-month periods ended
September 30, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the period
|
|
|
|
|
|
317,919 |
|
|
|
322,212 |
|
|
|
317,919 |
|
|
|
322,212 |
|
Adjustments
to reconcile net income to cash provided by
operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
in income of subsidiaries and affiliates
|
|
|
12
|
|
|
|
(378,764 |
) |
|
|
(379,843 |
) |
|
|
(95 |
) |
|
|
(190 |
) |
Depreciation
and amortization
|
|
|
|
|
|
|
- |
|
|
|
36,697 |
|
|
|
319,921 |
|
|
|
266,862 |
|
PIS
and COFINS credits on depreciation
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
7,681 |
|
|
|
2,886 |
|
Interest,
monetary and exchange rate changes
|
|
|
|
|
|
|
79,001 |
|
|
|
107,268 |
|
|
|
29,774 |
|
|
|
271,409 |
|
Deferred
income tax and social contribution
|
|
|
10.b)
|
|
|
|
8 |
|
|
|
(29,343 |
) |
|
|
18,805 |
|
|
|
815 |
|
Minority
interest in income
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
3,713 |
|
|
|
3,201 |
|
Proceeds
from sale of fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(15,383 |
) |
|
|
(16,880 |
) |
Provision
(release of provision) for loss on fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(49 |
) |
Others
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
445 |
|
|
|
(568 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
received from subsidiaries
|
|
|
|
|
|
|
225,281 |
|
|
|
172,549 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
201,256 |
|
|
|
(203,224 |
) |
Inventories
|
|
|
7
|
|
|
|
- |
|
|
|
- |
|
|
|
401,115 |
|
|
|
(222,148 |
) |
Recoverable
taxes
|
|
|
8
|
|
|
|
(12,844 |
) |
|
|
(1,723 |
) |
|
|
51,206 |
|
|
|
(42,868 |
) |
Other
receivables
|
|
|
|
|
|
|
265 |
|
|
|
528 |
|
|
|
76,778 |
|
|
|
(69,527 |
) |
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
(468 |
) |
|
|
2,104 |
|
|
|
(1,331 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
|
|
|
|
(257 |
) |
|
|
(1,433 |
) |
|
|
(152,408 |
) |
|
|
2,343 |
|
Wages
and employee benefits
|
|
|
|
|
|
|
11 |
|
|
|
12 |
|
|
|
(9,442 |
) |
|
|
21,776 |
|
Taxes
payable
|
|
|
|
|
|
|
1,788 |
|
|
|
(12,020 |
) |
|
|
46,436 |
|
|
|
(1,816 |
) |
Income
tax and social contribution
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(3,333 |
) |
|
|
(7,190 |
) |
Other
payables
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(38,541 |
) |
|
|
(27,145 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in long-term assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
6
|
|
|
|
- |
|
|
|
- |
|
|
|
(93,851 |
) |
|
|
(23,892 |
) |
Recoverable
taxes
|
|
|
8
|
|
|
|
(9,685 |
) |
|
|
- |
|
|
|
6,353 |
|
|
|
(9,676 |
) |
Amounts
in escrow
|
|
|
|
|
|
|
(24 |
) |
|
|
- |
|
|
|
16,744 |
|
|
|
(865 |
) |
Other
receivables
|
|
|
|
|
|
|
- |
|
|
|
20 |
|
|
|
1,297 |
|
|
|
7,914 |
|
Prepaid
expenses
|
|
|
11
|
|
|
|
- |
|
|
|
- |
|
|
|
(7,995 |
) |
|
|
1,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for contingencies
|
|
|
|
|
|
|
231 |
|
|
|
250 |
|
|
|
8,058 |
|
|
|
(236 |
) |
Other
payables
|
|
|
|
|
|
|
(648 |
) |
|
|
2 |
|
|
|
13,857 |
|
|
|
(481 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
|
|
|
|
222,282 |
|
|
|
214,708 |
|
|
|
1,202,414 |
|
|
|
273,058 |
|
Ultrapar Participações S.A. and
Subsidiaries
Statements of cash flows - Indirect
method
(In thousands of
Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investment activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
investments, net of redemptions
|
|
|
|
|
|
|
(707,985 |
) |
|
|
- |
|
|
|
499,444 |
|
|
|
(405,410 |
) |
Disposal
(acquisition) of investments, net
|
|
|
12
|
|
|
|
57,881 |
|
|
|
(473,154 |
) |
|
|
(1,360,598 |
) |
|
|
45,265 |
|
Cash
from subsidiaries acquired
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
29,442 |
|
|
|
- |
|
Acquisition
of fixed assets
|
|
|
13
|
|
|
|
- |
|
|
|
- |
|
|
|
(326,036 |
) |
|
|
(664,263 |
) |
Increase
in intangible assets
|
|
|
14
|
|
|
|
- |
|
|
|
- |
|
|
|
(30,417 |
) |
|
|
(24,374 |
) |
Increase
in deferred charges
|
|
|
15
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(4,428 |
) |
Gain
on sale of fixed assets
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
30,416 |
|
|
|
35,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investment activities
|
|
|
|
|
|
|
(650,104 |
) |
|
|
(473,154 |
) |
|
|
(1,157,749 |
) |
|
|
(1,017,929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
and debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
raising
|
|
|
16
|
|
|
|
1,175,858 |
|
|
|
1,200,000 |
|
|
|
2,277,487 |
|
|
|
2,137,950 |
|
Amortization
|
|
|
16
|
|
|
|
(1,266,683 |
) |
|
|
(1,241,419 |
) |
|
|
(1,881,498 |
) |
|
|
(2,245,357 |
) |
Payment
of financial lease
|
|
|
16
|
|
|
|
- |
|
|
|
- |
|
|
|
(10,401 |
) |
|
|
(7,209 |
) |
Dividends
paid
|
|
|
|
|
|
|
(237,377 |
) |
|
|
(355,936 |
) |
|
|
(241,735 |
) |
|
|
(356,853 |
) |
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
|
|
|
|
|
|
|
- |
|
|
|
1,731,313 |
|
|
|
- |
|
|
|
1,731,313 |
|
Related
entities
|
|
|
9.a)
|
|
|
|
75,635 |
|
|
|
(214,154 |
) |
|
|
(1,688 |
) |
|
|
(3,963 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing activities
|
|
|
|
|
|
|
(252,567 |
) |
|
|
1,014,790 |
|
|
|
142,165 |
|
|
|
1,150,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of changes in exchange rates on cash and
cash
equivalents in foreign currency
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(5,491 |
) |
|
|
9,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash, banks and
short-term
investments
|
|
|
|
|
|
|
(680,389 |
) |
|
|
756,344 |
|
|
|
181,339 |
|
|
|
414,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
98,602 |
|
|
|
854,170 |
|
|
|
1,456,392 |
|
|
|
1,277,373 |
|
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)
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 third quarter of 2008 and the
period ended September 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 September 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 09/30/2008
|
|
Values before the implementation
of Law 11638/07 and Law 11941/09
|
|
|
|
|
|
116,701 |
|
|
|
310,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of the implementation of
Law 11638/07 and Law 11941/09:
|
|
|
|
|
|
|
|
|
|
|
|
Finance
leases
|
|
|
554
|
|
|
|
720 |
|
|
|
1,572 |
|
Cost of
funding
|
|
|
556
|
|
|
|
(69 |
) |
|
|
972 |
|
Marking-to-market of currency and
interest rate
hedging
instruments
|
|
|
566
|
|
|
|
11,614 |
|
|
|
13,191 |
|
Equity in income of
Metalplus
|
|
|
565
|
|
|
|
- |
|
|
|
(22 |
) |
Cumulative translation
adjustments
|
|
|
534
|
|
|
|
(6,972 |
) |
|
|
(4,193 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,293 |
|
|
|
11,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Values after the implementation of
Law 11638/07 and Law 11941/09
|
|
|
|
|
|
|
121,994 |
|
|
|
322,212 |
|
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)
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 net of income
tax and social contribuition, 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 existing on December 31, 2008 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 if these investments are disposed of. The amount recognized in the
shareholders’ equity as cumulative translation adjustments as of September 30,
2009 was R$ 5,122 due to
exchange loss.
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
September 30, 2009 amounted to R$ 10,079 (R$ 6,980 gain as of September 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 up to September 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 –
Sep. 30, 2009
|
% interest in the share capital –
Jun. 30, 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.
|
|
|
|
-
|
100
|
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.
|
|
|
|
-
|
100
|
Ipiranga
Produtos de Petróleo S.A.(**)
|
|
|
|
-
|
100
|
Sociedade
Anônima de Óleo Galena Signal (**)
|
|
|
|
-
|
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 according to “Material Event” of
March 19, 2007 and “Material Event” of April 18,
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. On May 16,
2009, the subsidiary CBL had its name changed to Ipiranga Produtos de
Petróleo S.A. (“IPP”). As from August, 2009, in order to simplify the
corporate structure and for administrative, financial and legal
rationalization, SBP was merged into IPP. Under the purchase and sale
contract, the existing working capital at March 31, 2009 was calculated,
resulting in payment of $ 162 million to Chevron, which reflects the
higher net asset received at closing. Goodwill breaks down into: R$
398,985 based on future profitability, and R$ 344,418, based on the
difference between the market value and the carrying value of the
assets.
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
investments
|
|
|
|
|
|
|
|
|
|
|
|
|
In local
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income securities and
funds
|
|
|
806,537 |
|
|
|
933,774 |
|
|
|
1,347,689 |
|
|
|
916,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In foreign
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Linked notes
(a)
|
|
|
- |
|
|
|
- |
|
|
|
109,527 |
|
|
|
117,463 |
|
Fixed-income securities and
funds
|
|
|
- |
|
|
|
- |
|
|
|
212,945 |
|
|
|
262,362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from currency and interest
hedging instruments (b)
|
|
|
- |
|
|
|
- |
|
|
|
(41,141 |
) |
|
|
(23,210 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial
investments
|
|
|
806,537 |
|
|
|
933,774 |
|
|
|
1,629,020 |
|
|
|
1,273,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
56,537 |
|
|
|
162,904 |
|
|
|
1,621,827 |
|
|
|
1,266,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
750,000 |
* |
|
|
770,870 |
* |
|
|
7,193 |
|
|
|
7,193 |
|
* See Note 9.a
(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
|
|
|
|
|
|
|
|
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
|
|
|
|
|
Measured at fair value through
income
|
|
|
1,228,756 |
|
|
|
875,831 |
|
Held to
maturity
|
|
|
7,193 |
|
|
|
7,193 |
|
Available for
sale
|
|
|
283,544 |
|
|
|
272,803 |
|
Loans and
receivables
|
|
|
109,527 |
|
|
|
117,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,629,020 |
|
|
|
1,273,290 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
|
|
|
|
|
Cash and
banks
|
|
|
186,495 |
|
|
|
290,737 |
|
Short-term investments measured at
fair value through income (except currency and interest rate hedging
instruments)
|
|
|
1,269,897 |
|
|
|
899,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,456,392 |
|
|
|
1,189,778 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
6 Trade receivables
(Consolidated)
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
|
|
|
|
|
Domestic
customers
|
|
|
1,475,530 |
|
|
|
1,502,642 |
|
Customer financing -
Ipiranga
|
|
|
469,820 |
|
|
|
464,004 |
|
Foreign
customers
|
|
|
127,395 |
|
|
|
122,639 |
|
(-) Advances on negotiable
instruments issued
|
|
|
(75,885 |
) |
|
|
(60,954 |
) |
(-) Allowance for doubtful
accounts
|
|
|
(113,554 |
) |
|
|
(110,846 |
) |
|
|
|
1,883,306 |
|
|
|
1,917,485 |
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
1,588,297 |
|
|
|
1,707,884 |
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
295,009 |
|
|
|
209,601 |
|
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 June 30,
2009
|
|
|
110,846 |
|
Additions
|
|
|
6,395 |
|
Write-offs
|
|
|
(3,687 |
) |
Balance as of September 30,
2009
|
|
|
113,554 |
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
7 Inventories
(Consolidated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for
loss
|
|
|
Net balance
|
|
|
|
|
|
Provision for
loss
|
|
|
Net balance
|
|
|
|
Cost
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finished
goods
|
|
|
220,327 |
|
|
|
(17,880 |
) |
|
|
202,447 |
|
|
|
218,459 |
|
|
|
(19,787 |
) |
|
|
198,672 |
|
Work in
process
|
|
|
1,553 |
|
|
|
- |
|
|
|
1,553 |
|
|
|
3,899 |
|
|
|
- |
|
|
|
3,899 |
|
Raw
materials
|
|
|
122,451 |
|
|
|
(82 |
) |
|
|
122,369 |
|
|
|
143,974 |
|
|
|
(55 |
) |
|
|
143,919 |
|
Liquefied petroleum gas
(LPG)
|
|
|
19,233 |
|
|
|
- |
|
|
|
19,233 |
|
|
|
17,937 |
|
|
|
- |
|
|
|
17,937 |
|
Fuels, lubricants and
greases
|
|
|
470,317 |
|
|
|
(1,176 |
) |
|
|
469,141 |
|
|
|
524,208 |
|
|
|
(1,139 |
) |
|
|
523,069 |
|
Consumable materials and bottles
for resale
|
|
|
35,896 |
|
|
|
(992 |
) |
|
|
34,904 |
|
|
|
40,826 |
|
|
|
(994 |
) |
|
|
39,832 |
|
Advances to
suppliers
|
|
|
56,376 |
|
|
|
- |
|
|
|
56,376 |
|
|
|
37,597 |
|
|
|
- |
|
|
|
37,597 |
|
Properties for
resale
|
|
|
14,428 |
|
|
|
- |
|
|
|
14,428 |
|
|
|
14,701 |
|
|
|
- |
|
|
|
14,701 |
|
|
|
|
940,581 |
|
|
|
(20,130 |
) |
|
|
920,451 |
|
|
|
1,001,601 |
|
|
|
(21,975 |
) |
|
|
979,626 |
|
Movements in the allowance for doubtful
accounts are as follows:
Balance as of June 30,
2009
|
|
|
21,975 |
|
Accrual
reversal
|
|
|
(1,845 |
) |
Balance as of September 30,
2009
|
|
|
20,130 |
|
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
|
|
|
51,267 |
|
|
|
48,543 |
|
|
|
100,361 |
|
|
|
114,983 |
|
ICMS
|
|
|
- |
|
|
|
- |
|
|
|
221,795 |
|
|
|
232,949 |
|
Provision for ICMS losses
(*)
|
|
|
- |
|
|
|
- |
|
|
|
(69,997 |
) |
|
|
(70,981 |
) |
Adjustment to present value of
ICMS on fixed
assets -
CIAP (see Note 3.q)
|
|
|
- |
|
|
|
- |
|
|
|
(4,204 |
) |
|
|
(4,547 |
) |
PIS and
COFINS
|
|
|
21 |
|
|
|
21 |
|
|
|
79,864 |
|
|
|
68,307 |
|
Value-Added Tax (IVA) on the
subsidiaries
Oxiteno Mexico S.A. de C.V.
and
Oxiteno Andina, C.A.
|
|
|
- |
|
|
|
- |
|
|
|
8,322 |
|
|
|
7,066 |
|
IPI
|
|
|
- |
|
|
|
- |
|
|
|
16,689 |
|
|
|
16,239 |
|
Others
|
|
|
20 |
|
|
|
20 |
|
|
|
5,994 |
|
|
|
5,978 |
|
Total
|
|
|
51,308 |
|
|
|
48,584 |
|
|
|
358,824 |
|
|
|
369,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
41,623 |
|
|
|
44,069 |
|
|
|
320,911 |
|
|
|
337,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
9,685 |
|
|
|
4,515 |
|
|
|
37,913 |
|
|
|
32,792 |
|
|
(*)
|
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 June 30,
2009
|
|
|
70,981 |
|
Write-offs
|
|
|
(984 |
) |
Balance as of September 30,
2009
|
|
|
69,997 |
|
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$ 48,229 as of September 30, 2009 (R$ 51,080 as of
June 30, 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. 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 / Debentures
|
|
|
Financial
income
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia
Brasileira de Petróleo Ipiranga
|
|
|
750,000 |
|
|
|
- |
|
|
|
52,519 |
|
Companhia
Ultragaz S.A.
|
|
|
10 |
|
|
|
- |
|
|
|
- |
|
Melamina
Ultra S.A. Indústria Química
|
|
|
- |
|
|
|
436 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total as of September 30,
2009
|
|
|
750,010 |
|
|
|
436 |
|
|
|
52,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total as of June 30,
2009
|
|
|
781,680 |
|
|
|
436 |
|
|
|
26,929 |
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
Receivable
|
|
|
Payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Braskem
S.A.
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
572 |
|
Copagaz
Distribuidora de Gas Ltda.
|
|
|
- |
|
|
|
- |
|
|
|
213 |
|
|
|
- |
|
Química
da Bahia Indústria e Comércio S.A.
|
|
|
- |
|
|
|
3,245 |
|
|
|
- |
|
|
|
- |
|
Oxicap
Indústria de Gases Ltda.
|
|
|
6,508 |
|
|
|
- |
|
|
|
- |
|
|
|
973 |
|
Petróleo
Brasileiro S.A. - Petrobras
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
189,840 |
|
Quattor
Químicos Básicos S.A.
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,591 |
|
Refinaria
de Petróleo Riograndense S.A.(*)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
14,374 |
|
SHV
Gás Brasil Ltda.
|
|
|
- |
|
|
|
- |
|
|
|
98 |
|
|
|
- |
|
Liquigás
Distribuidora S.A.
|
|
|
- |
|
|
|
- |
|
|
|
288 |
|
|
|
- |
|
Other
|
|
|
485 |
|
|
|
842 |
|
|
|
31 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total as of September 30,
2009
|
|
|
6,993 |
|
|
|
4,087 |
|
|
|
630 |
|
|
|
207,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total as of June 30,
2009
|
|
|
5,640 |
|
|
|
4,174 |
|
|
|
742 |
|
|
|
255,502 |
|
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.
|
|
|
1,975 |
|
|
|
- |
|
Petróleo
Brasileiro S.A. - Petrobras
|
|
|
58,392 |
|
|
|
15,857,014 |
|
|
|
|
10,429 |
|
|
|
381,075 |
|
Oxicap
Indústria de Gases Ltda.
|
|
|
4 |
|
|
|
8,655 |
|
Servgás
Distribuidora de Gas S.A.
|
|
|
688 |
|
|
|
- |
|
Liquigás
Distribuidora S.A.
|
|
|
3,198 |
|
|
|
- |
|
|
|
|
866 |
|
|
|
- |
|
Refinaria
de Petróleo Riograndense S.A. (*)
|
|
|
- |
|
|
|
488,285 |
|
Quattor
Químicos Básicos S.A.
|
|
|
- |
|
|
|
67,161 |
|
|
|
|
|
|
|
|
|
|
Total as of September 30,
2009
|
|
|
75,552 |
|
|
|
16,802,190 |
|
|
|
|
|
|
|
|
|
|
Total as of September 30,
2008
|
|
|
28,366 |
|
|
|
14,723,936 |
|
|
(*)
|
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 September 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$ 16,593 (R$
18,469 as of September 30, 2008). Out of this total, R$ 15,195 relates to
short-term compensation (R$ 17,172 as of September 30, 2008), R$ 966 to
compensation in stock (R$ 957 as of September 30, 2008), and R$ 432 (R$ 340 as
of September 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
September 30, 2009, including tax charges, was R$ 22,407 (R$ 22,407 as of June
30, 2009). Such amount is being amortized over a period of five to ten years
after the award, and amortization for the period ended in September 30,
2009 in the amount of R$ 1,428 (R$ 1,221 on
September 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 |
|
|
|
(905 |
) |
|
|
8,688 |
|
December 12,
2007
|
|
|
40,000 |
|
|
|
64.70 |
|
|
|
3,570 |
|
|
|
(723 |
) |
|
|
2,847 |
|
November 9,
2006
|
|
|
51,800 |
|
|
|
46.50 |
|
|
|
3,322 |
|
|
|
(969 |
) |
|
|
2,353 |
|
December 14,
2005
|
|
|
23,400 |
|
|
|
32.83 |
|
|
|
1,060 |
|
|
|
(406 |
) |
|
|
654 |
|
October 4,
2004
|
|
|
41,975 |
|
|
|
40.78 |
|
|
|
2,361 |
|
|
|
(1,181 |
) |
|
|
1,180 |
|
December 17,
2003
|
|
|
59,800 |
|
|
|
30.32 |
|
|
|
2,501 |
|
|
|
(1,459 |
) |
|
|
1,042 |
|
|
|
|
390,975 |
|
|
|
|
|
|
|
22,407 |
|
|
|
(5,643 |
) |
|
|
16,764 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
Assets - Deferred income tax and
social contribution on:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loss of
assets
|
|
|
- |
|
|
|
- |
|
|
|
25,171 |
|
|
|
26,112 |
|
Provisions for
contingencies
|
|
|
194 |
|
|
|
171 |
|
|
|
69,299 |
|
|
|
66,882 |
|
Provision for post-employment
benefit (see Note 23.b)
|
|
|
- |
|
|
|
- |
|
|
|
23,684 |
|
|
|
23,684 |
|
Provision for differences between
cash and accrual basis
|
|
|
- |
|
|
|
- |
|
|
|
14,177 |
|
|
|
12,584 |
|
Amount related to goodwill paid on investments (see
Note 14)
|
|
|
- |
|
|
|
- |
|
|
|
404,536 |
|
|
|
292,334 |
|
Other
provisions
|
|
|
41 |
|
|
|
68 |
|
|
|
23,148 |
|
|
|
25,305 |
|
Tax losses and negative tax base
for the social contribution to offset
|
|
|
- |
|
|
|
343 |
|
|
|
81,487 |
|
|
|
88,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
235 |
|
|
|
582 |
|
|
|
641,502 |
|
|
|
535,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
41 |
|
|
|
411 |
|
|
|
156,449 |
|
|
|
157,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
194 |
|
|
|
171 |
|
|
|
485,053 |
|
|
|
378,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities - Deferred income tax
and social contribution on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation of fixed
assets
|
|
|
- |
|
|
|
- |
|
|
|
454 |
|
|
|
476 |
|
Accelerated
depreciation
|
|
|
- |
|
|
|
- |
|
|
|
130 |
|
|
|
135 |
|
Provision for differences between
cash and accrual basis
|
|
|
- |
|
|
|
- |
|
|
|
4,353 |
|
|
|
8,127 |
|
Temporary differences of foreign
subsidiaries
|
|
|
- |
|
|
|
- |
|
|
|
2,149 |
|
|
|
3,190 |
|
Implementation of Law 11,638/07
(*)
|
|
|
- |
|
|
|
- |
|
|
|
6,317 |
|
|
|
6,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
- |
|
|
|
- |
|
|
|
13,403 |
|
|
|
18,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
- |
|
|
|
- |
|
|
|
1,434 |
|
|
|
2,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
- |
|
|
|
- |
|
|
|
11,969 |
|
|
|
15,847 |
|
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
|
|
|
41 |
|
|
|
156,450 |
|
From 1 to 2
years
|
|
|
- |
|
|
|
70,331 |
|
From 2 to 3
years
|
|
|
- |
|
|
|
96,151 |
|
From 3 to 5
years
|
|
|
194 |
|
|
|
216,525 |
|
From 5 to 7
years
|
|
|
- |
|
|
|
91,515 |
|
From 7 to 10
years
|
|
|
- |
|
|
|
10,530 |
|
|
|
|
|
|
235 |
|
|
|
641,502 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
Earnings (losses) before taxes and
equity in income of affiliates, after employee profit
sharing
|
|
|
(59,246 |
) |
|
|
(86,315 |
) |
|
|
456,483 |
|
|
|
426,494 |
|
Official tax rates -
%
|
|
|
34 |
|
|
|
34 |
|
|
|
34 |
|
|
|
34 |
|
Income tax and social contribution
at
the
official tax rates
|
|
|
20,144 |
|
|
|
29,348 |
|
|
|
(155,204 |
) |
|
|
(145,008 |
) |
Adjustments to the actual
rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating provisions and
nondeductible
expenses/nontaxable
revenues
|
|
|
- |
|
|
|
- |
|
|
|
(7,629 |
) |
|
|
14,156 |
|
Adjustment to estimated
income
|
|
|
- |
|
|
|
- |
|
|
|
8,913 |
|
|
|
4,559 |
|
Interest on
equity
|
|
|
(21,760 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Workers Meal Program
(PAT)
|
|
|
- |
|
|
|
- |
|
|
|
515 |
|
|
|
282 |
|
Other
adjustments
|
|
|
17 |
|
|
|
(664 |
) |
|
|
3,290 |
|
|
|
(1,409 |
) |
Income tax and social contribution
before tax
incentives
|
|
|
(1,599 |
) |
|
|
28,684 |
|
|
|
(150,115 |
) |
|
|
(127,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax incentives -
ADENE
|
|
|
- |
|
|
|
- |
|
|
|
15,169 |
|
|
|
26,149 |
|
Income tax and social contribution
in the
income
statement
|
|
|
(1,599 |
) |
|
|
28,684 |
|
|
|
(134,946 |
) |
|
|
(101,271 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
(1,591 |
) |
|
|
(659 |
) |
|
|
(131,310 |
) |
|
|
(126,151 |
) |
Deferred
|
|
|
(8 |
) |
|
|
29,343 |
|
|
|
(18,805 |
) |
|
|
(1,269 |
) |
Tax incentives -
ADENE
|
|
|
- |
|
|
|
- |
|
|
|
15,169 |
|
|
|
26,149 |
|
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
|
(*)
|
The Development of the Northeast
Agency (ADENE), approved the
modernization request of Suape branch and granted 75% tax relief until
2018, based on a report issued
on August 18, 2009. On August 31, 2009 the report was sent to the
Internal Revenue Service for approval, which final term will occur in 120 days from this date. 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 since the end of 2007.
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
11
|
Prepaid expenses
(Consolidated)
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
|
|
|
|
|
Rents
|
|
|
31,387 |
|
|
|
28,577 |
|
Advertising and
publicity
|
|
|
8,778 |
|
|
|
15,700 |
|
Insurance
premiums
|
|
|
5,347 |
|
|
|
8,326 |
|
Purchases of meal and
transportation tickets
|
|
|
3,018 |
|
|
|
2,833 |
|
Taxes and other prepaid
expenses
|
|
|
14,938 |
|
|
|
18,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
63,468 |
|
|
|
74,218 |
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
29,169 |
|
|
|
51,197 |
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
34,299 |
|
|
|
23,021 |
|
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
|
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia
Brasileira de Petróleo Ipiranga
|
|
|
2,708,298 |
|
|
|
2,616,330 |
|
|
|
308,654 |
|
|
|
237,475 |
|
Oxiteno
S.A. Indústria e Comércio
|
|
|
1,577,982 |
|
|
|
1,559,077 |
|
|
|
46,900 |
|
|
|
89,595 |
|
Ultracargo
– Operações Logísticas e Participações Ltda.
|
|
|
648,843 |
|
|
|
637,255 |
|
|
|
29,428 |
|
|
|
2,784 |
|
Sociedade
Brasileira de Participações Ltda.
|
|
|
- |
|
|
|
- |
|
|
|
(17,076 |
) |
|
|
7,156 |
|
Refinaria
de Petróleo Riograndense S.A. (joint control)
|
|
|
(7,154 |
) |
|
|
(6,002 |
) |
|
|
10,858 |
|
|
|
(19,623 |
) |
Distribuidora
de Produtos de Petróleo Ipiranga S.A. (i)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
27,912 |
|
Ultragaz
Participações Ltda. (i)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
31,106 |
|
Imaven
Imóveis Ltda.
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,438 |
|
|
|
|
4,927,969 |
|
|
|
4,806,660 |
|
|
|
378,764 |
|
|
|
379,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Subsidiaries merged in the last
quarter of 2008 into Companhia Brasileira de Petróleo
Ipiranga.
|
b. Affiliated companies
(consolidated)
|
|
Investments
|
|
|
Equity
|
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportadora
Sulbrasileira de Gás S.A.
|
|
|
6,596 |
|
|
|
6,589 |
|
|
|
(62 |
) |
|
|
(89 |
) |
Química
da Bahia Indústria e Comércio S.A. (ii)
|
|
|
3,746 |
|
|
|
3,752 |
|
|
|
112 |
|
|
|
259 |
|
Oxicap
Indústria de Gases Ltda. (ii)
|
|
|
1,983 |
|
|
|
1,928 |
|
|
|
45 |
|
|
|
42 |
|
Metalúrgica
Plus S.A. (ii)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(22 |
) |
|
|
|
12,325 |
|
|
|
12,269 |
|
|
|
95 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 August 31, 2009, while the other affiliates are valued based on
the interim financial statements as of September 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
|
|
|
-
|
|
|
|
391,719 |
|
|
|
- |
|
|
|
(197 |
) |
|
|
391,522 |
|
|
|
392,313 |
|
Buildings
|
|
|
4
|
|
|
|
1,063,965 |
|
|
|
(415,923 |
) |
|
|
- |
|
|
|
648,042 |
|
|
|
653,862 |
|
Leasehold
improvements
|
|
|
6
|
|
|
|
328,636 |
|
|
|
(159,109 |
) |
|
|
- |
|
|
|
169,527 |
|
|
|
173,333 |
|
Machinery and
equipment
|
|
|
10
|
|
|
|
2,344,849 |
|
|
|
(937,666 |
) |
|
|
(1,591 |
) |
|
|
1,405,592 |
|
|
|
1,539,846 |
|
Light fuel/lubricant
distribution
equipment
and facilities
|
|
|
10
|
|
|
|
1,311,453 |
|
|
|
(749,362 |
) |
|
|
- |
|
|
|
562,091 |
|
|
|
465,737 |
|
LPG tanks and
bottles
|
|
|
10
|
|
|
|
335,325 |
|
|
|
(191,927 |
) |
|
|
- |
|
|
|
143,398 |
|
|
|
148,366 |
|
Vehicles
|
|
|
21
|
|
|
|
239,715 |
|
|
|
(181,889 |
) |
|
|
- |
|
|
|
57,826 |
|
|
|
61,140 |
|
Furniture and
utensils
|
|
|
10
|
|
|
|
91,044 |
|
|
|
(51,161 |
) |
|
|
- |
|
|
|
39,883 |
|
|
|
38,925 |
|
Construction in
progress
|
|
|
-
|
|
|
|
203,466 |
|
|
|
- |
|
|
|
- |
|
|
|
203,466 |
|
|
|
166,528 |
|
Advances to
suppliers
|
|
|
-
|
|
|
|
88,497 |
|
|
|
- |
|
|
|
- |
|
|
|
88,497 |
|
|
|
75,358 |
|
Imports in
progress
|
|
|
-
|
|
|
|
3,826 |
|
|
|
- |
|
|
|
- |
|
|
|
3,826 |
|
|
|
1,745 |
|
Computer
equipment
|
|
|
20
|
|
|
|
171,962 |
|
|
|
(136,079 |
) |
|
|
- |
|
|
|
35,883 |
|
|
|
36,208 |
|
|
|
|
|
|
|
|
6,574,457 |
|
|
|
(2,823,116 |
) |
|
|
(1,788 |
) |
|
|
3,749,553 |
|
|
|
3,753,361 |
|
|
There
were no changes in the provision for losses during the third quarter 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 September 30, 2009, the revaluation
balance of fixed assets was R$ 21,380 (R$ 21,795 as of June 30,
2009).
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
14 Intangible assets
(Consolidated)
|
|
|
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
Average annual amortization rate -
%
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
Provision for
losses
|
|
|
Net
|
|
|
Net
|
|
Goodwill, net of tax
effects
|
|
|
-
|
|
|
|
870,613 |
|
|
|
(103,046 |
) |
|
|
- |
|
|
|
767,567 |
|
|
|
710,576 |
|
Software
|
|
|
20
|
|
|
|
220,982 |
|
|
|
(147,751 |
) |
|
|
- |
|
|
|
73,231 |
|
|
|
74,826 |
|
Technology
|
|
|
20
|
|
|
|
23,659 |
|
|
|
(6,182 |
) |
|
|
- |
|
|
|
17,477 |
|
|
|
12,946 |
|
Commercial
property
rights
|
|
|
3
|
|
|
|
16,334 |
|
|
|
(3,182 |
) |
|
|
- |
|
|
|
13,152 |
|
|
|
13,290 |
|
Market
rights
|
|
|
20
|
|
|
|
17,561 |
|
|
|
(14,465 |
) |
|
|
- |
|
|
|
3,096 |
|
|
|
3,584 |
|
Others
|
|
|
10
|
|
|
|
3,980 |
|
|
|
(729 |
) |
|
|
(1,084 |
) |
|
|
2,167 |
|
|
|
2,078 |
|
|
|
|
|
|
|
|
1,153,129 |
|
|
|
(275,355 |
) |
|
|
(1,084 |
) |
|
|
876,690 |
|
|
|
817,300 |
|
Movements in intangible assets as of
September 30, 2009 are as follows:
|
|
|
Goodwill, net of tax
effects
|
|
|
|
Software
|
|
|
|
Technology
|
|
|
|
Commercial property
rights
|
|
|
|
Market
rights
|
|
|
|
Others
|
|
|
|
Total
|
|
Balance at
June
30,
2009
|
|
|
710,576 |
|
|
|
74,826 |
|
|
|
12,946 |
|
|
|
13,290 |
|
|
|
3,584 |
|
|
|
2,078 |
|
|
|
817,300 |
|
Additions
|
|
|
185,150 |
|
|
|
4,423 |
|
|
|
5,519 |
|
|
|
- |
|
|
|
- |
|
|
|
120 |
|
|
|
195,212 |
|
Amortization
|
|
|
- |
|
|
|
(6,018 |
) |
|
|
(988 |
) |
|
|
(138 |
) |
|
|
(488 |
) |
|
|
(31 |
) |
|
|
(7,663 |
) |
Deferred income tax and social
contribution
|
|
|
(128,159 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(128,159 |
) |
Balance at
September
30,
2009
|
|
|
767,567 |
|
|
|
73,231 |
|
|
|
17,477 |
|
|
|
13,152 |
|
|
|
3,096 |
|
|
|
2,167 |
|
|
|
876,690 |
|
Average annual
amortization
rate - %
|
|
|
- |
|
|
|
20 |
|
|
|
20 |
|
|
|
3 |
|
|
|
20 |
|
|
|
10 |
|
|
|
|
|
In the accumulated income until September
30, 2009, the amount of R$
7,662 was recorded as amortization of intangible assets, of which R$ 5,529 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 September 30, 2009 and June 30, 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)
|
|
09/30/2009
|
|
|
06/30/2009
|
|
Goodwill on the acquisition
of:
|
|
|
|
|
|
|
Ipiranga
|
|
|
276,724 |
|
|
|
276,724 |
|
União
Terminais
|
|
|
211,089 |
|
|
|
211,089 |
|
Texaco
|
|
|
270,826 |
|
|
|
213,835 |
|
Others
|
|
|
8,928 |
|
|
|
8,928 |
|
|
|
|
767,567 |
|
|
|
710,576 |
|
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$ 5,371
in the income for the
period ended as of September 30, 2009 (R$ 4,539 in the income as of September 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 |
|
|
|
(14,712 |
) |
|
|
11,198 |
|
|
|
12,656 |
|
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
|
09/30/2009
|
|
06/30/2009
|
Index/Currency
|
Annual financial
charges
2009
- %
|
Maturity
|
|
|
|
|
|
|
|
Foreign
currency:
|
|
|
|
|
|
|
Notes in the foreign market
(b)
|
448,001
|
|
482,632
|
US$
|
+7.2
|
2015
|
Notes in the foreign market
(c)
|
109,122
|
|
117,151
|
US$
|
+9.0
|
2020
|
Syndicated loan
(c)
|
107,209
|
|
116,909
|
US$ + LIBOR
(i)
|
+1.2
|
2011
|
ACC
|
101,112
|
|
105,564
|
US$
|
+0.6 to 7.0
|
< 209
days
|
BNDES
|
44,359
|
|
42,852
|
US$
|
+5.3 to 8.5
|
2010 to 2016
|
Financial
institutions
|
11,978
|
|
12.342
|
MX$ + TIIE
(ii)
|
+1.0 to 3.8
|
2009 to 2014
|
Financial
institutions
|
9,830
|
|
37.642
|
US$ + LIBOR
(i)
|
+1.1 to 2.1
|
2010 to 2011
|
Financial
institutions
|
1,878
|
|
2.078
|
Bs
(iii)
|
+19.0 to
28.0
|
2010 to 2013
|
FINIMP - União
Terminais
|
1,705
|
|
4.023
|
US$
|
+7.0 to 7.8
|
2009 to 2012
|
BNDES
|
654
|
|
1,130
|
UMBNDES
(iv)
|
+7.4 to 8.0
|
2010 to 2011
|
Subtotal
|
835,848
|
|
922,323
|
|
|
|
|
|
|
|
|
|
|
Local
currency:
|
|
|
|
|
|
|
Debentures
(d)
|
1,234,012
|
|
1,197,106
|
CDI
|
+3.0
|
2012
|
Banco do
Brasil
|
548,886
|
|
539,174
|
CDI
|
91.0 to
95.0
|
2009 to
2010
|
Caixa Econômica
Federal
|
494,131
|
|
493,188
|
CDI
|
120.0
|
2012
|
BNDES
|
396,155
|
|
387,719
|
TJLP (v)
|
+1.5 to 4.8
|
2009 to
2019
|
Special Credit Program -
BNDES
|
202,008
|
|
-
|
TJ-462 (vi)
|
+3.82
|
2012
|
Banco do Nordeste do
Brasil
|
115,883
|
|
119,194
|
FNE (vii)
|
8.5 to 10.0
|
2018
|
Working capital loan -
MaxFácil
|
108,548
|
|
106,228
|
CDI
|
100.0
|
2010
|
FINEP
|
62,408
|
|
59,589
|
TJLP (v)
|
+0.0 to
+5.0
|
2010 to
2014
|
Working capital loan - União
Terminais/RPR
|
25,986
|
|
40,936
|
CDI
|
105.0 to
130.1
|
2009 to
2012
|
FINAME
|
21,494
|
|
27,294
|
TJLP (v)
|
+2.0 to 5.1
|
2009 to
2013
|
Postfixed finance lease
(e)
|
16,106
|
|
19,104
|
CDI
|
+0.3 to 1.6
|
2009 to
2011
|
BNDES
|
11,965
|
|
-
|
TJ-462 (vi)
|
+2.1 to 3.3
|
2015
|
BNDES
|
4,836
|
|
-
|
TJ-453
(viii)
|
+1.9 to 3.1
|
2015 to
2019
|
BNDES
|
3,211
|
|
-
|
R$
|
+4.5
|
2015
|
Prefixed finance lease
(e)
|
2,256
|
|
1,435
|
R$
|
+12.3 to
15.9
|
2010 to
2014
|
Financial
institutions
|
2,128
|
|
-
|
R$
|
+10.15
|
2010
|
Others
|
2,610
|
|
3,060
|
CDI
|
+0.3 to 0.5
|
2009 to
2011
|
Subtotal
|
3,252,623
|
|
2,994,027
|
|
|
|
|
|
|
|
|
|
|
Total of financing, debentures and
finance lease
|
4,088,471
|
|
3,916,350
|
|
|
|
|
|
|
|
|
|
|
Current
|
1,006,673
|
|
885,594
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
3,081,798
|
|
3,030,756
|
|
|
|
|
|
|
|
|
|
|
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)
|
Bs = Venezuelan
Bolivar.
|
(iv)
|
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 September 2009, 95% of this composition
reflected the U.S. dollar.
|
(v) TJLP = set by the National Monetary
Council, TJLP is the basic financing cost of BNDES.
(vi) TJ-462 = interest rate set by
Provisional Measure No. 462, which considers TJLP + 1.0% pa.
(vii)
|
FNE = Northeast Constitutional
Financing Fund.
|
(viii) TJ-453 = interest rate set by
Provisional Measure No. 453, which considers TJLP + 2.5% pa.
The long-term amounts break down as
follows by year of maturity:
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
|
|
|
|
|
From 1 to 2
years
|
|
|
603,816 |
|
|
|
516,384 |
|
From 2 to 3
years
|
|
|
1,668,416 |
|
|
|
1,661,343 |
|
From 3 to 4
years
|
|
|
107,527 |
|
|
|
104,754 |
|
From 4 to 5
years
|
|
|
67,179 |
|
|
|
68,339 |
|
More than 5
years
|
|
|
634,860 |
|
|
|
679,936 |
|
|
|
|
3,081,798 |
|
|
|
3,030,756 |
|
As provided in Resolution CVM 556/08,
the 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.
|
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
•
|
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).
|
•
|
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
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
Original Notes, but Oxiteno Overeseas
Corp. would continue to be the creditor of the Linked
Notes.
In June 2009, the Company made 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:
|
Annually
|
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,
IPP 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 September 30, 2009, are shown
below:
|
Fuel distribution
equipment
|
IT equipment and
vehicles
|
|
|
|
Fixed assets net of
depreciation
|
|
|
|
|
|
Financing
|
|
|
|
|
|
Current
|
|
|
Non-current
|
|
|
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
|
|
|
More than 1
year
|
|
|
|
|
|
|
|
|
The above installments include the
amounts of ISS payable on the monthly installments.
Financing is secured by liens on fixed
assets amounting to R$ 44,876 as of September 30, 2009 (R$ 52,084 as of June 30,
2009), guarantees provided to subsidiaries in the amount of R$
2,301,022 as of September 30, 2009 (R$ 1,859,590
as of June 30, 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$ 15,969 as
of September 30, 2009 (R$ 11,995 as of June 30, 2009), with maturities of up to
211 days. As of September 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 September 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 September 30, 2009, 12,270,925 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. Up to September 2009 no
repurchase of shares occured.
As of September 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 September 30, 2009 on BM&FBovespa was R$
71,41.
c. Capital reserve
The capital reserve reflects
the gain in 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. Reconciliation between parent company
and consolidated shareholders’ equity
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
|
|
|
|
|
Parent company shareholders’
equity
|
|
|
4,847,950 |
|
|
|
4,841,987 |
|
Treasury shares held by
subsidiaries – net of realization
|
|
|
(9,900 |
) |
|
|
(10,330 |
) |
Capital reserve from sale of
treasury shares to subsidiaries – net
of
realization
|
|
|
(1,766 |
) |
|
|
(1,841 |
) |
|
|
|
|
|
|
|
|
|
Consolidated shareholders’
equity
|
|
|
4,836,284 |
|
|
|
4,829,816 |
|
g. 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.
h. 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
Consist
primarily of income from sale of fixed assets, particularly LPG bottles, land
and vehicles. In the third quarter of 2008, includes the gain on the disposal of
all interest held by the subsidiary Oxiteno S.A Indústria e Comércio in
Petroquímica União S.A.
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
|
|
|
2,555,374 |
|
|
|
1,415,661 |
|
|
|
212,215 |
|
|
|
21,509,907 |
|
|
|
298 |
|
|
|
25,693,455 |
|
|
|
20,658,357 |
|
Operating earnings before
financial revenues (expenses), other revenues and equity in income of
affiliates
|
|
|
130,758 |
|
|
|
36,802 |
|
|
|
43,429 |
|
|
|
407,315 |
|
|
|
27,534 |
|
|
|
645,838 |
|
|
|
484,003 |
|
Total
assets
|
|
|
1,114,165 |
|
|
|
2,609,673 |
|
|
|
862,584 |
|
|
|
5,388,539 |
|
|
|
505,374 |
|
|
|
10,480,335 |
|
|
|
9,287,645 |
|
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)
|
|
09/30/2009
|
|
|
09/30/2008
|
|
|
|
|
|
|
|
|
Financial
revenues:
|
|
|
|
|
|
|
Interest on financial
investments
|
|
|
96,969 |
|
|
|
173,033 |
|
Interest from
customers
|
|
|
25,237 |
|
|
|
14,463 |
|
Other
revenues
|
|
|
3,397 |
|
|
|
2,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
125,603 |
|
|
|
189,539 |
|
|
|
|
|
|
|
|
|
|
Financial
expenses:
|
|
|
|
|
|
|
|
|
Interest on
financing
|
|
|
(238,659 |
) |
|
|
(201,598 |
) |
Interest on
debentures
|
|
|
(45,518 |
) |
|
|
(22,087 |
) |
Interest on finance
lease
|
|
|
(1,904 |
) |
|
|
(1,900 |
) |
Bank charges, IOF and other
financial expenses (*)
|
|
|
(48,280 |
) |
|
|
(17,796 |
) |
Monetary changes and changes in
exchange rates, net of
income
from hedging instruments
|
|
|
17,887 |
|
|
|
315 |
|
Provisions updating and other
expenses
|
|
|
(14,724 |
) |
|
|
(16,409 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(331,198 |
) |
|
|
(259,475 |
) |
Financial
income
|
|
|
(205,595 |
) |
|
|
(69,936 |
) |
(*)
Includes R$ 4.5 million related to IOF (tax on financial operations) on foreign
exchange contract for the acquisition of Texaco, bank charges of R$ 7.3 million
incurred in the redemption of the Commercial Promissory Notes by
the Company in June 2009, R$ 7.6 million of guarantee commission of IPP and 5.8
million of PIS/COFINS related to interest on equity
received by Ultrapar.
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 September 30, 2009 and June 30, 2009:
Assets and liabilities in foreign
currency
(Amounts in millions of
Reais)
|
|
09/30/2009
|
|
|
06/30/2009
|
|
|
|
|
|
|
|
|
Assets in foreign
currency
|
|
|
|
|
|
|
Financial investments in foreign
currency
|
|
|
322.5 |
|
|
|
379.8 |
|
Investments in foreign
subsidiaries
|
|
|
58.8 |
|
|
|
65.9 |
|
Foreign trade receivables, net of
advances on export contract
and
provision for loss
|
|
|
50.5 |
|
|
|
60.6 |
|
Foreign currency cash and cash
equivalents
|
|
|
19.8 |
|
|
|
6.2 |
|
Advances to international
suppliers, net of accounts payable
arising from
imports
|
|
|
40.8 |
|
|
|
31.2 |
|
|
|
|
492.4 |
|
|
|
543.7 |
|
|
|
|
|
|
|
|
|
|
Liabilities in foreign
currency
|
|
|
|
|
|
|
|
|
Financing in foreign
currency
|
|
|
835.8 |
|
|
|
922.3 |
|
|
|
|
|
|
|
|
|
|
Currency hedging
instruments
|
|
|
182.6 |
|
|
|
206.4 |
|
|
|
|
|
|
|
|
|
|
Net asset (liability)
position
|
|
|
(160.8 |
) |
|
|
(172.2 |
) |
|
|
|
|
|
|
|
|
|
Net asset (liability) position –
RPR1
|
|
|
62.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset (liability) position -
Total
|
|
|
(98.8 |
) |
|
|
|
|
¹ Amount disclosed on September 30, 2009 due for its magnitude and to RPR having independent financial
management.
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$ 160.8 million in foreign
currency shown above, we estimate that a 10% devaluation (valuation) of the Real
would produce a total effect of R$ 16.1 million, of which R$ 21.6 million of
financial expense (revenue)
and R$ 5.5 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
September 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
September 30, 2009, R$ 2,567 (R$ 2,752 as of June 30, 2009), the subsidiaries
Bahiana Distribuidora de Gás Ltda. and Companhia Ultragaz S.A. maintained, R$
12,208 (R$ 11,473 as of June 30, 2009), Ipiranga maintained, R$ 96,733 (R$ 94,867 as of
June 30, 2009), and the subsidiaries of Ultracargo Operações Logísticas e
Participações Ltda. maintained, R$ 2,046 (R$ 1,754 as of June 30, 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:
ULTRAPAR PARTICIPAÇÕES
S.A.
|
|
|
|
|
|
Initial notional amount
*
|
|
|
|
|
|
Amounts payable or receivable for
the period (September 30, 2009)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
payable
|
|
Swap
contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a
- Exchange rate swaps receivable in U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
in U.S. dollars
|
|
Bradesco,
Goldman Sachs, HSBC, Itaú, Santander
|
|
|
|
|
177.6 |
|
|
|
167.8 |
|
|
|
320.4 |
|
|
|
325.9 |
|
|
|
320.4 |
|
|
|
- |
|
Payables
in CDI interest rate
|
|
|
|
|
(177.6 |
) |
|
|
(167.8 |
) |
|
|
(356.0 |
) |
|
|
(345.1 |
) |
|
|
- |
|
|
|
356.0 |
|
Total
result
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(35.6 |
) |
|
|
(19.2 |
) |
|
|
320.4 |
|
|
|
356.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b - Exchange rate swaps payable in
U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
in CDI interest rate
|
|
Bradesco,
HSBC, Itaú, Santander
|
|
|
|
|
74.3 |
|
|
|
59.5 |
|
|
|
137.9 |
|
|
|
119.6 |
|
|
|
137.9 |
|
|
|
- |
|
Payables
in U.S. dollars
|
|
|
|
|
(74.3 |
) |
|
|
(59.5 |
) |
|
|
(132.7 |
) |
|
|
(114.9 |
) |
|
|
- |
|
|
|
132.7 |
|
Total
result
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
5.2 |
|
|
|
4.7 |
|
|
|
137.9 |
|
|
|
132.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
in LIBOR interest rate in U.S. dollars
|
|
|
|
|
|
|
60.0 |
|
|
|
60.0 |
|
|
|
103.1 |
|
|
|
112.7 |
|
|
|
103.1 |
|
|
|
- |
|
Payables
in fixed interest rate in U.S. dollars
|
|
|
|
|
(60.0 |
) |
|
|
(60.0 |
) |
|
|
(108.2 |
) |
|
|
(117.3 |
) |
|
|
- |
|
|
|
108.2 |
|
Total
result
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(5.1 |
) |
|
|
(4.6 |
) |
|
|
103.1 |
|
|
|
108.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
d - Non-deliverable fowards -
RPR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
in U.S. dollars
|
|
|
|
|
|
|
42.1 |
|
|
|
|
|
|
|
74.5 |
|
|
|
|
|
|
|
74.5 |
|
|
|
- |
|
Payables
in predetermined interest rate
|
|
|
|
|
(42.1 |
) |
|
|
|
|
|
|
(77.5 |
) |
|
|
|
|
|
|
- |
|
|
|
77.5 |
|
Total
result
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
(3.0 |
) |
|
|
|
|
|
|
74.5 |
|
|
|
77.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross
result
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(38.5 |
) |
|
|
(19.1 |
) |
|
|
635.9 |
|
|
|
674.4 |
|
Income tax
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(2.7 |
) |
|
|
(4.1 |
) |
|
|
(2.7 |
) |
|
|
- |
|
Total net
result
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(41.2 |
) |
|
|
(23.2 |
) |
|
|
633.2 |
|
|
|
674.4 |
|
* 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
September 30, 2009 are described below, according to their category, risk, and
protection strategy:
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 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 September 30, 2009,
the Company and its subsidiaries had outstanding swap contracts totaling
US$ 177,6 million in
notional amount, with an asset position at US$ + 5,81 p.a. and liability
position at 117,96 % of CDI.
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 Oleoquímica Indústria e Comércio de
Produtos Químicos Ltda., Oxiteno S.A. Indústria e Comércio and
Oxiteno Nordeste S.A. Indústria e Comercial equal to the exchange rate
of the cost of their main
raw materials. As of September 30, 2009, these swap contracts totaled US$ 74.3
million and, on average, had an asset position at 69.74% 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 September 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.
Hedging against foreign exchange
exposure of a firm commitment in foreign currency (RPR) - The purposes of these contracts is to offset the effect of the change in
exchange rates on oil imports denominated in U.S. dollars. The subsidiary
Refinaria de Petróleo Riograndense (“RPR") held on 30 September 2009, NDF
contracts (non-deliverable forwards) with contracted average future U.S. dollar of R$ 1.8710/US$ and principal, proportional to the Company’s interest
in RPR of US$ 42.1 million.
Fair value
of financial instruments
The fair values and the carrying values
of the financial instruments, including currency and interest rate hedging
instruments, as of September 30, 2009 and June 30, 2009 are stated
below:
|
|
|
|
|
|
|
|
|
Carrying
value
|
|
|
Fair
value
|
|
|
Carrying
value
|
|
|
Fair
value
|
|
|
Financial
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
186,495 |
|
|
|
186,495 |
|
|
|
290,737 |
|
|
|
290,737 |
|
Currency and interest hedging
instruments
|
|
|
(41,141 |
) |
|
|
(41,141 |
) |
|
|
(23,210 |
) |
|
|
(23,210 |
) |
Financial
investments
|
|
|
1,670,161 |
|
|
|
1,670,161 |
|
|
|
1,296,500 |
|
|
|
1,296,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,815,515 |
|
|
|
1,815,515 |
|
|
|
1,564,027 |
|
|
|
1,564,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
|
|
|
2,836,097 |
|
|
|
2,866,356 |
|
|
|
2,698,705 |
|
|
|
2,692,406 |
|
Debentures
|
|
|
1,234,012 |
|
|
|
1,237,752 |
|
|
|
1,197,106 |
|
|
|
1,197,106 |
|
Finance
lease
|
|
|
18,362 |
|
|
|
17,446 |
|
|
|
20,539 |
|
|
|
19,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,088,471 |
|
|
|
4,121,554 |
|
|
|
3,916,350 |
|
|
|
3,908,764 |
|
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 September 30, 2009 and June 30,
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 derivative, projected by
U.S. dollar futures contracts quoted on BM&FBovespa as of September 30,
2009. As a reference, the exchange rate for the last maturity of foreign
exchange hedging instruments is R$ 2.80 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 September 30, 2009, the exchange rates were
replaced, and the changes between the new balance in Reais and the balance in
Reais as of September 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:
ULTRAPAR
PARTICIPAÇÕES S.A.
|
|
|
Scenario I
|
|
|
|
|
|
|
Risk
|
|
|
|
Scenario II
|
|
Scenario
III
|
|
Currency swaps receivable in U.S.
dollars
|
|
|
|
|
|
|
|
|
(1) U.S. Dollar / Real
swaps
|
Dollar
|
|
|
|
|
|
|
|
(2) Debts in U.S.
dollars
|
appreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swaps payable in U.S.
dollars
|
|
|
|
|
|
|
|
|
(3) Real / U.S. Dollar
swaps
|
Dollar
|
|
|
|
|
|
|
|
(4) Gross margin of
Oxiteno
|
devaluation |
|
|
|
|
|
|
|
|
Net Effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deliverable
fowards
|
|
|
|
|
|
|
|
|
(5) NDF Receivables in U.S.
dollars
|
Dollar
appreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 September 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 September 30, 2009. The result is stated on the table
below:
|
|
|
Scenario I
|
|
|
|
|
|
|
Risk
|
|
|
|
Scenario II
|
|
Scenario
III
|
|
Interest rate swap (in U.S.
dollars)
|
|
|
|
|
|
|
|
|
(1) LIBOR / fixed rate
swap
|
Increase in
LIBOR
|
|
|
|
|
|
|
|
(2) LIBOR
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. Tax, labor and civil
proceedings
On October 7, 2005, the subsidiaries
Cia Ultragraz and Bahiana Distribuidora de
Gás 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$ 129,552 as of September 30, 2009 (R$
125,639 as of June 30, 2009) and have recorded
a corresponding liability.
Subsidiaries Cia Ultragaz, Utingás, Tequimar, Transultra
and Ultracargo 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$ 15,259 (R$ 15,064 as of June 30, 2009) to
cover any contingencies if they lose such actions.
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$ 6,995 (R$ 6,940 as of June 30, 2009).
The
subsidiary IPP has proposed a Declaratory Action questioning the
constitutionality of Law No. 9316/96, which denied the CSLL from the IRPJ
calculation basis. This action had its application denied at lower court levels,
and the subsidiary is awaiting the judgment of the appeal made to the STF. As a
result of the decisions issued, the subsidiary has constituted judicial deposits
and recorded a provision for contingencies amounting to R$
12,528.
Based on
the favorable jurisprudence and the opinion of its legal counsel, the
subsidiaries Oxiteno Nordeste and Oxiteno filed lawsuits to obtain exclusion of
export revenues from the tax base for Social Contribution on Profit. The injunction was granted to Oxiteno
Nordeste, on September, 23, 2009, now
subject to possible appeal by the Government
Authority; under the
injunction granted, the
subsidiary is making judicial deposits of the amounts in discussion, as well as provisioning the corresponding
contingency in the amount of R$ 1,065(R$ 1,112 as of June 30, 2009); the
subsidiary Oxiteno S.A. awaits judgment of appeal against the sentence which
denied the requested injunction, made on August 20, 2009.
The subsidiaries Oxiteno, Oxiteno
Nordeste, Cia Ultragaz, Transultra, CBPI, RPR, Tropical, EMCA e
IPP, filed for an
injunction seeking the deduction of ICMS from the PIS and COFINS tax basis.
Oxiteno Nordeste and
IPP obtained an injuction and are paying
the disputed amounts into judicial deposits, as well as recording the respective
provision in the amount of R$ 41,307 (R$ 38,275 as of June 30, 2009); the others
subsidiaries did not obtain an injunction and are awaiting the judgment of these
lawsuits.
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$ 33,987, net of attorney’s
fees.
The Company and its subsidiaries are
recording provision for PIS and COFINS calculated on the basis of the
interest on capital. The total amount accrued at September
30, 2009 is R$ 23,120 (R$ 22,785 as of June, 30,
2009).
The subsidiaries CBPI and IPP have provisions for contingencies
related to ICMS related mainly to: (a) ownership of the credit for the
difference between the value that was the basis for the retention tax and the
amount actually practiced in sales to final consumers, resulting in excessive
retention of ICMS by the refinery, R$ 49,198 (b) delinquency notice for interstate sales of fuel to
industrial customers without taxation of ICMS, because the interpretation of Article
2 of the LC 87/96, R$ 40,604 (c) requiring the reversal of
ICMS credits in the State of Minas Gerais,
in the interstates, made under Article 33 of the ICMS
Convention 66/88, which allowed the maintenance of
the credits and was suspended by an injunction
granted by the STF, R$ 38,921, (d) requirement of ICMS-ST on interstate sales from the distributors to final consumers,
because there is no retention under the duration of the Conventions ICMS 105/92 and 112/93 R$
17,664 (e) assessments
for deducting of unconditional discounts from the tax basis for ICMS due to tax substitution, in the state of Minas Gerais, R$
16,704 (f) delinquency notice resulting from lack
of ICMS collection in the States due to errors or lack of delivery of reports in
interstate operations, contemplated by Convention ICMS 54/02,
that enabled the transfer
of ICMS to the state of fuel consumption, R$ 11,758, and (g) 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$
8,802.
The main tax claims of the subsidiaries
CBPI and IPP that were considered to pose a possible risk of loss, and based on
this position, have not been provided for in the financial statements, relate to
ICMS and are relative, mainly to: (a) assessments for lack of retention of
ICMS-ST in the sale of petroleum products to customers who held decisions
designed to separate the tax substitution, R$ 99,039 (b) requirement of
proportionate reversal of ICMS credits in ratio of contributions of hydrous
ethanol to give higher values for the exits, because of the transfer of a
portion of financial subsidy for agricultours (FUPA) made by the distributors
when purchasing subsequently reimbursed by the DNC, R$ 67,939 (c) requiring the
reversal credit on the difference between the values that formed the basis for
withholding tax and the amounts actually charged on sales to final consumers, R$
38,713 (d) assessments for alleged non-payment of taxes, R$ 34,584 (e)
requirement by SEFAZ RJ-reversal of ICMS credits on purchases of basic oils, due
to the subsequent output of finished lubricant without taxation, R$ 33,877 (f)
delinquency notice on interstate sales of fuel for industrial customer without
ICMS, following the interpretation of Article 2 of LC 87/96, R$ 25,387 (g)
records of notices issued in
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
Ourinhos / SP for the operations to
return the loan of ethanol made with tax deferral, R$ 18,099, (h) assessments in the state of Rio de Janeiro
demanding the reversal of ICMS credits generated in interstate shipments made
under Article 33 of the ICMS Convention 66/88, which allowed the maintenance of
credit and was suspended by an injunction granted by STF, R$ 15,510, (i)
disallowance of ICMS credits taken in the bookkeeping of bills considered inapt,
though the understanding of the STJ is in the sense that it is possible to take
credit for the buyer even if there is defect in the document of the seller,
provided that the remains confirmed that the transaction actually took place, R$
15,419, (j) records of notices issued on grounds of alleged improper calculation
of the base of ICMS, since that was not included in the database to calculate
the value the tax itself in interstate operations with petroleum products for
final consumers, R$ 12,685 (k) requiring the reversal of ICMS credits on the
freight contract to transport fuel, due to the operation not be taxed as
constitutional non-impact, for R$ 12,151; and (l) assessments arising from surplus or
shortage of stock, occurred because of differences in temperature or handling
the product in which the review believes that there is input or output without a
corresponding issue of invoice, R$ 11,024.
Additionally, the subsidiary
CBPI has infraction of the non-approval of
set-off of IPI
credits appropriate
under inputs taxed whose outputs were under the protection of immunity. The
amount of contingency is not provisioned, updated to September 30,
2009, is R$ 52.435 (R$ 44,569 at June 30,
2009).
Subsidiary Utingás is defending itself
against notices of assessment of ISS issued by the Municipal Government of Santo
André. The position of the subsidiary’s legal counsel is that the success is
possible 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 September 30, 2009, is R$ 48,687 (R$ 48,576 as of June 30,
2009).
In 1990, the Union of Workers in
Petrochemical Plants, of which the employees of the subsidiaries Oxiteno
Nordeste and EMCA 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 STF in the collective bargaining
and the position of the individual action of the subsidiary Oxiteno Nordeste,
Management of the subsidiaries did not deem it necessary to record a provision
as of September 30, 2009.
Subsidiary Cia Ultragaz is facing an administrative
case pending before the CADE, for alleged anticompetitive practice in
cities in the Triângulo Mineiro region in 2001. Recently, the CADE entered a decision
against Cia Ultragaz imposing a penalty
of R$ 23,104. This administrative decision
had its execution suspended under court order and the merits are being discussed in
court. Based on the above elements and on the opinion of its legal counsel, the
subsidiary’s Management did not record a provision to this contingency.
Subsidiary Cia Ultragaz 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
Ultrapar Participações S.A. and
Subsidiaries
Notes to the interim financial
statements
(In thousands of Reais, unless otherwise
stated)
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 64 actions
decided to date, 63 were
favorable, of which 28 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 is only 1 action 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.
Subsidiaries IPP and CBPI have provisions for settlement of terms
of contracts with customers and ex-service providers, as well as environmental issues,
in the amount of R$ 31,965.
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
06/30/2009
|
|
|
Additions
|
|
|
|
|
|
Adjustments
|
|
|
Balance in
09/30/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRPJ and
CSLL
|
|
|
165,172 |
|
|
|
6,418 |
|
|
|
- |
|
|
|
2,583 |
|
|
|
174,173 |
|
PIS and
COFINS
|
|
|
63,703 |
|
|
|
2,425 |
|
|
|
- |
|
|
|
973 |
|
|
|
67,101 |
|
ICMS
|
|
|
198,204 |
|
|
|
- |
|
|
|
- |
|
|
|
480 |
|
|
|
198,684 |
|
INSS
|
|
|
8,310 |
|
|
|
- |
|
|
|
(62 |
) |
|
|
161 |
|
|
|
8,409 |
|
Civil
litigation
|
|
|
32,225 |
|
|
|
- |
|
|
|
(65 |
) |
|
|
- |
|
|
|
32,160 |
|
Labor
litigation
|
|
|
23,119 |
|
|
|
- |
|
|
|
(13,050 |
)
* |
|
|
- |
|
|
|
10,069 |
|
Others
|
|
|
6,349 |
|
|
|
74 |
|
|
|
(1 |
) |
|
|
183 |
|
|
|
6,605 |
|
(-) Amounts in
escrow
|
|
|
(186,811 |
) |
|
|
(6,596 |
) |
|
|
3 |
|
|
|
(2,940 |
) |
|
|
(196,344 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
310,271 |
|
|
|
2,321 |
|
|
|
(13,175 |
) |
|
|
1,440 |
|
|
|
300,857 |
|
* On August 2009, the amount of R$ 11,177, related to the education salary of IPP was reclassified to “Other Payables”, given the inst
allments to the National Fund for Development of
Education (FNDE).
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 September 30, 2009, such
charges were R$ 5.79 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 accumulated up
to September 30, 2009 and September 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 related to
2009.
|
|
Minimum purchase commitment
(accumulated up
to
September)
|
|
|
Accumulated demand up to September
(actual)
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
In tons of
ethylene
|
|
|
142,110 |
|
|
|
129,761 |
|
|
|
121,382 |
|
|
|
129,788 |
|
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 19,156 tons of ethylene for the 2nd semester of 2009. In case of breach, the subsidiary agrees
to pay a penalty of 30% of the current ethylene price, to the extent of the
shortfall.
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, IPP 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
|
|
|
520 |
|
|
|
416 |
|
More than 1
year
|
|
|
729 |
|
|
|
649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,249 |
|
|
|
1,065 |
|
The total payments of operating lease
recognized as expenses for the period was R$ 138 (R$ 558 as of September 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. Up to September 30, 2009, the Company and its
subsidiaries contributed R$ 8,161 (R$ 3,102 as of September 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 September
30, 2009 was 7,299 active participants and 34 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 e RPR, 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 September 30, 2009 are R$ 102,785 (R$ 102,785 as of June 30,
2009), of which R$ 10,798 (R$ 10,798 as of June 30, 2009) are recorded as
current liabilities and R$ 91,987 (R$ 91,987 as of June 30, 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.
On 3 November 2009, in order to simplify its corporate structure,
eliminate duplicate structures, obtain more efficient logistics and capture
synergies, CBPI was merged
into IPP, concentrating all activities of the distribution of light
fuels/lubricants and related activities
in a single legal
entity.
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 September 30,
2009
|
|
|
|
|
Sep-30-09
|
|
|
|
|
|
|
Common
|
|
|
Preferred
|
|
|
Total
|
|
Controlling
Shareholders
|
|
|
33,748,057 |
|
|
|
294,732 |
|
|
|
34,042,789 |
|
Board
of Directors¹
|
|
|
46 |
|
|
|
42,007 |
|
|
|
42,053 |
|
Officers²
|
|
|
- |
|
|
|
250,775 |
|
|
|
250,775 |
|
Fiscal
Council
|
|
|
- |
|
|
|
1,071 |
|
|
|
1,071 |
|
|
Note:
|
¹Shares
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.
|
|
|
²Shares
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
|
|
|
|
|
Sep-30-09
|
|
|
|
|
|
|
|
|
|
|
|
Sep-30-08
|
|
|
|
|
|
|
Common
|
|
|
Preferred
|
|
|
Total
|
|
|
|
|
|
Common
|
|
|
Preferred
|
|
|
Total
|
|
Controlling
Shareholders
|
|
|
33,748,057 |
|
|
|
294,732 |
|
|
|
34,042,789 |
|
|
|
|
|
|
33,748,057 |
|
|
|
294,732 |
|
|
|
34,042,789 |
|
Board
of Directors¹
|
|
|
46 |
|
|
|
42,007 |
|
|
|
42,053 |
|
|
|
|
|
|
46 |
|
|
|
7 |
|
|
|
53 |
|
Officers²
|
|
|
- |
|
|
|
250,775 |
|
|
|
250,775 |
|
|
|
|
|
|
|
- |
|
|
|
153,990 |
|
|
|
153,990 |
|
Fiscal
Council
|
|
|
- |
|
|
|
1,071 |
|
|
|
1,071 |
|
|
|
|
|
|
|
- |
|
|
|
1,071 |
|
|
|
1,071 |
|
|
Note:
|
¹Shares
which were not included in Controlling Shareholders'
position
|
|
|
²Shares
which were not included in Controlling Shareholders' and Board of
Directors' positions
|
Total free float and its percentage of
total shares as of September 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 |
|
|
|
292,782 |
|
|
|
292,828 |
|
( -
) Shares owned by affiliates*
|
|
|
- |
|
|
|
140,200 |
|
|
|
140,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free-float
|
|
|
15,675,177 |
|
|
|
83,737,116 |
|
|
|
99,412,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
%
Free-float / Total Shares
|
|
|
31.71% |
|
|
|
96.62% |
|
|
|
73.05% |
|
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 September
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 Brasil¹
|
|
|
- |
|
|
|
- |
|
|
|
8,949,824 |
|
|
|
10.33 |
% |
|
|
8,949,824 |
|
|
|
6.58 |
% |
Parth
Investments Company2
|
|
|
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 |
% |
|
|
994,838 |
|
|
|
1.15 |
% |
|
|
6,207,475 |
|
|
|
4.56 |
% |
Dodge
& Cox, Inc.4
|
|
|
- |
|
|
|
- |
|
|
|
6,062,632 |
|
|
|
7.00 |
% |
|
|
6,062,632 |
|
|
|
4.45 |
% |
Shares
held in treasury
|
|
|
6,617 |
|
|
|
0.01 |
% |
|
|
2,201,272 |
|
|
|
2.54 |
% |
|
|
2,207,889 |
|
|
|
1.62 |
% |
Others
|
|
|
2,252,219 |
|
|
|
4.56 |
% |
|
|
67,060,765 |
|
|
|
77.38 |
% |
|
|
69,312,984 |
|
|
|
50.93 |
% |
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 LTDA.
|
|
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 |
|
Ultracargo
- Operações Logisticas e Participações Ltda.
|
|
|
34.266.973/0001-99
|
|
Closely-held
subsidiary
|
|
|
100% |
|
|
|
13.38% |
|
|
Commercial,
industrial and other
|
|
|
|
9,324 |
|
|
|
9,324 |
|
|
2 |
|
Transultra
- Armazenagem Transportes Especiais Ltda.
|
|
|
60.959.889/0001-60
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
1.48% |
|
|
Commercial,
industrial and other
|
|
|
|
34,999 |
|
|
|
34,999 |
|
|
3 |
|
Petrolog
Serviços e Armazéns Gerais Ltda.
|
|
|
05.850.071/0001-05
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.13% |
|
|
Commercial,
industrial and other
|
|
|
|
412 |
|
|
|
412 |
|
|
4 |
|
Terminal
Quimico de Aratu S.A.
|
|
|
14.688.220/0001-64
|
|
Investee
of subsidiary/affiliated
|
|
|
99% |
|
|
|
13.26% |
|
|
Commercial,
industrial and other
|
|
|
|
63,372 |
|
|
|
63,372 |
|
|
5 |
|
União/Vopak
Armazéns Gerais Ltda.
|
|
|
77.632.644/0001-27
|
|
Investee
of subsidiary/affiliated
|
|
|
50% |
|
|
|
0.13% |
|
|
Commercial,
industrial and other
|
|
|
|
30 |
|
|
|
30 |
|
|
6 |
|
Ultracargo
Argentina S.A.
|
|
OFF-SHORE
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.00% |
|
|
Commercial,
industrial and other
|
|
|
|
491 |
|
|
|
491 |
|
|
7 |
|
Oxiteno
S.A. Indústria e Comércio
|
|
|
62.545.686/0001-53
|
|
Closely-held
subsidiary
|
|
|
100% |
|
|
|
32.55% |
|
|
Commercial,
industrial and other
|
|
|
|
35,102 |
|
|
|
35,102 |
|
|
8 |
|
Oxiteno
Nordeste S.A. Indústria e Comércio
|
|
|
14.109.664/0001-06
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
16.92% |
|
|
Commercial,
industrial and other
|
|
|
|
8,505 |
|
|
|
7,384 |
|
|
9 |
|
Oxiteno
Argentina Sociedad de Responsabilidad Ltda.
|
|
OFF-SHORE
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.00% |
|
|
Commercial,
industrial and other
|
|
|
|
98 |
|
|
|
98 |
|
|
10 |
|
Oleoquímica
Ind e Com de Prod Quím Ltda.
|
|
|
07.080.388/0001-27
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
6.69% |
|
|
Commercial,
industrial and other
|
|
|
|
360,815 |
|
|
|
335,815 |
|
|
11 |
|
Barrington
S.L.
|
|
OFF-SHORE
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
1.08% |
|
|
Commercial,
industrial and other
|
|
|
|
554 |
|
|
|
554 |
|
|
12 |
|
Oxiteno
Mexico S.A. de CV
|
|
OFF-SHORE
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.52% |
|
|
Commercial,
industrial and other
|
|
|
|
122,048 |
|
|
|
122,048 |
|
|
13 |
|
Oxiteno
Andina, C.A .
|
|
OFF-SHORE
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.61% |
|
|
Commercial,
industrial and other
|
|
|
|
12,076 |
|
|
|
12,076 |
|
|
14 |
|
Oxiteno
Europe SPRL
|
|
OFF-SHORE
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.02% |
|
|
Commercial,
industrial and other
|
|
|
|
1 |
|
|
|
1 |
|
|
15 |
|
U.
A. T. E. S. P. E. Empreendimentos e Participações
Ltda.
|
|
|
09.364.319/0001-70
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.51% |
|
|
Commercial,
industrial and other
|
|
|
|
18,220 |
|
|
|
18,220 |
|
|
16 |
|
Empresa
Carioca de Produtos Químicos S.A.
|
|
|
33.346.586/0001-08
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.48% |
|
|
Commercial,
industrial and other
|
|
|
|
199,323 |
|
|
|
199,323 |
|
|
17 |
|
Cia
Brasileira de Petróleo Ipiranga
|
|
|
33.069.766/0001-81
|
|
Closely-held
subsidiary
|
|
|
100% |
|
|
|
40.19% |
|
|
Commercial,
industrial and other
|
|
|
|
105,952 |
|
|
|
105,952 |
|
|
18 |
|
am/pm
Comestíveis Ltda.
|
|
|
40.299.810/0001-05
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.38% |
|
|
Commercial,
industrial and other
|
|
|
|
13,497 |
|
|
|
13,497 |
|
|
19 |
|
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 |
|
|
20 |
|
Conveniências
Ipiranga Norte Ltda.
|
|
|
05.378.404/0001-37
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.04% |
|
|
Commercial,
industrial and other
|
|
|
|
164 |
|
|
|
164 |
|
|
21 |
|
Ipiranga
Trading Ltd.
|
|
OFF-SHORE
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.00% |
|
|
Commercial,
industrial and other
|
|
|
|
50 |
|
|
|
50 |
|
|
22 |
|
Tropical
Transportes Ipiranga Ltda.
|
|
|
42.310.177/0001-34
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.46% |
|
|
Commercial,
industrial and other
|
|
|
|
254 |
|
|
|
254 |
|
|
23 |
|
Ipiranga
Imobiliária Ltda.
|
|
|
07.319.798/0001-88
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.33% |
|
|
Commercial,
industrial and other
|
|
|
|
15,647 |
|
|
|
15,647 |
|
|
24 |
|
Ipiranga
Logística Ltda.
|
|
|
08.017.542/0001-89
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.01% |
|
|
Commercial,
industrial and other
|
|
|
|
510 |
|
|
|
510 |
|
|
25 |
|
Maxfácil
Participações S.A.
|
|
|
08.077.294/0001-61
|
|
Investee
of subsidiary/affiliated
|
|
|
50% |
|
|
|
1.88% |
|
|
Commercial,
industrial and other
|
|
|
|
11 |
|
|
|
11 |
|
|
26 |
|
Isa-Sul
Administração e Participações Ltda.
|
|
|
89.548.606/0001-70
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.13% |
|
|
Commercial,
industrial and other
|
|
|
|
3,515 |
|
|
|
3,515 |
|
|
27 |
|
Comercial
Farroupilha Ltda.
|
|
|
92.766.484/0001-00
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.07% |
|
|
Commercial,
industrial and other
|
|
|
|
1,615 |
|
|
|
1,615 |
|
|
28 |
|
Imaven
Imóveis Ltda.
|
|
|
61.604.112/0001-46
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
4.79% |
|
|
Commercial,
industrial and other
|
|
|
|
116,179 |
|
|
|
116,179 |
|
|
29 |
|
Companhia
Ultragaz S.A.
|
|
|
61.602.199/0001-12
|
|
Investee
of subsidiary/affiliated
|
|
|
99% |
|
|
|
10.17% |
|
|
Commercial,
industrial and other
|
|
|
|
799,979 |
|
|
|
799,972 |
|
|
30 |
|
Bahiana
Distribuidora de Gás Ltda.
|
|
|
46.395.687/0001-02
|
|
Investee
of subsidiary/affiliated
|
|
|
100 |
|
|
|
4.46% |
|
|
Commercial,
industrial and other
|
|
|
|
24 |
|
|
|
24 |
|
|
31 |
|
Utingás
Armazenadora S.A.
|
|
|
61.916.920/0001-49
|
|
Investee
of subsidiary/affiliated
|
|
|
56% |
|
|
|
0.77% |
|
|
Commercial,
industrial and other
|
|
|
|
5,718 |
|
|
|
2,800 |
|
|
32 |
|
LPG
International INC.
|
|
OFF-SHORE
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.17% |
|
|
Commercial,
industrial and other
|
|
|
|
1 |
|
|
|
1 |
|
|
33 |
|
Sociedade Brasileira
de Participações Ltda.
|
|
|
08.056.984/0001-34
|
|
Investee
of subsidiary/affiliated
|
|
|
0% |
|
|
|
0.00% |
|
|
Commercial,
industrial and other
|
|
|
|
0 |
|
|
|
1,264,453 |
|
|
34 |
|
Ipiranga
Produtos de Petróleo S.A.
|
|
|
33.337.122/0001-27
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
29.59% |
|
|
Commercial,
industrial and other
|
|
|
|
126,445,264 |
|
|
|
80,317,431 |
|
|
35 |
|
S.A.
de Óleo Galena-Signal
|
|
|
61.429.387/0001-90
|
|
Investee
of subsidiary/affiliated
|
|
|
100% |
|
|
|
0.07% |
|
|
Commercial,
industrial and other
|
|
|
|
100 |
|
|
|
100 |
|
|
36 |
|
Refinaria
de Petróleo Riogrnadense S.A.
|
|
|
94.845.674/0001-30
|
|
Closely-held
subsidiary
|
|
|
33% |
|
|
|
-0.15% |
|
|
Commercial,
industrial and other
|
|
|
|
5,079 |
|
|
|
5,079 |
|
|
37 |
|
Serma
Assoc.Usuarios Equip. Proc. Dados e Serv.Correlatos
|
|
|
61.601.951/0001-00
|
|
Closely-held
subsidiary
|
|
|
100% |
|
|
|
100.00% |
|
|
Commercial,
industrial and other
|
|
|
|
8,059 |
|
|
|
8,059 |
|
|
ULTRAPAR PARTICIPAÇÕES
S.A.
|
MD&A
- ANALYSIS OF CONSOLIDATED EARNINGS
Third
Quarter 2009
(1)
Key Indicators - Consolidated:
(R$
million)
|
3Q09
|
3Q08
|
2Q09
|
Change
3Q09
X 3Q08
|
Change
3Q09
x 2Q09
|
9M09
|
9M08
|
Change
9M09
X 9M08
|
Net
sales and services
|
9,660.3
|
7,738.6
|
9,621.8
|
25%
|
0%
|
25,693.5
|
20,658.4
|
24%
|
Cost
of sales and services
|
(8,932.9)
|
(7,204.5)
|
(8,927.5)
|
24%
|
0%
|
(23,745.6)
|
(19,170.5)
|
24%
|
Gross
Profit
|
727.4
|
534.1
|
694.3
|
36%
|
5%
|
1,947.9
|
1,487.9
|
31%
|
Selling,
general and administrative expenses
|
(477.2)
|
(357.9)
|
(480.0)
|
33%
|
(1%)
|
(1,310.2)
|
(1,024.8)
|
28%
|
Other
operating income (expense), net
|
2.7
|
4.0
|
0.7
|
(33%)
|
258%
|
8.1
|
20.9
|
(61%)
|
Income from operations before
financial items
|
252.9
|
180.1
|
215.1
|
40%
|
18%
|
645.8
|
484.0
|
33%
|
Financial
(expense) income, net
|
(59.7)
|
(21.1)
|
(86.9)
|
183%
|
(31%)
|
(205.6)
|
(69.9)
|
194%
|
Equity
in subsidiaries and affiliated companies
|
0.1
|
0.1
|
0.1
|
(57%)
|
(59%)
|
0.1
|
0.2
|
(50%)
|
Non-operating
income (expense), net
|
6.3
|
12.2
|
6.9
|
(48%)
|
(8%)
|
16.2
|
19.4
|
(16%)
|
Income before taxes and social
contribution
|
199.5
|
171.3
|
135.2
|
16%
|
48%
|
456.6
|
433.6
|
5%
|
Income
and social contribution taxes
|
(70.5)
|
(54.9)
|
(43.4)
|
28%
|
62%
|
(150.1)
|
(127.4)
|
18%
|
Benefit
of tax holidays
|
5.4
|
10.2
|
2.8
|
(47%)
|
90%
|
15.2
|
26.1
|
(42%)
|
Employees
statutory interest
|
-
|
(3.1)
|
-
|
n/a
|
-
|
-
|
(7.0)
|
n/a
|
Minority
interest
|
(1.0)
|
(1.5)
|
(1.4)
|
(34%)
|
(26%)
|
(3.7)
|
(3.2)
|
16%
|
Net income
|
133.4
|
122.0
|
93.3
|
9%
|
43%
|
317.9
|
322.2
|
(1%)
|
|
|
|
|
|
|
|
|
|
EBITDA
|
371.1
|
266.9
|
320.6
|
39%
|
16%
|
965.8
|
743.9
|
30%
|
|
|
|
|
|
|
|
|
|
Volume
– LPG sales – thousand tons
|
425.0
|
432.9
|
400.7
|
(2%)
|
6%
|
1,189.6
|
1,210.0
|
(2%)
|
Volume
– Fuels sales – thousand of cubic meters
|
4,786.3
|
3,174.7
|
4,635.4
|
51%
|
3%
|
12,191.7
|
8,954.1
|
36%
|
Volume
– Chemicals sales – thousand tons
|
169.0
|
151.5
|
160.0
|
12%
|
6%
|
452.7
|
433.9
|
4%
|
Considerations
on the financial and operational information
Standards
and criteria adopted in preparing the information
Ultrapar's
financial statements for the quarter ending September 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 nine months and third 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 15 and 16 of 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 nine months and third 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,
June 30th, 2009
and September 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.
In order
to provide a better understanding of the progression of Ipiranga’s recurring
results, the table below summarizes Ipiranga’s results for 2Q09 and 3Q09
ex-non-recurring expenses related to the conversion of Texaco service stations
into the Ipiranga brand and to the integration of operations:
IPIRANGA
CONSOLIDATED
INCOME STATEMENT
In
millions of Reais – Accounting practices adopted in Brazil
|
IPIRANGA
EX-NON-RECURRING EXPENSES
|
|
QUARTER
ENDED IN
|
|
SEPTEMBER
2009
|
|
JUNE
2009
|
|
|
|
|
Net
sales
|
8,183.6
|
|
8,212.9
|
Cost
of sales and services
|
(7,742.2)
|
|
(7,780.5)
|
Gross
profit
|
441.4
|
|
432.4
|
|
|
|
|
Operating
expenses
|
(266.4)
|
|
(269.2)
|
Selling
|
(136.1)
|
|
(140.5)
|
General
and administrative
|
(86.2)
|
|
(96.0)
|
Depreciation
and amortization
|
(44.1)
|
|
(32.6)
|
|
|
|
|
Other
operating results
|
3.4
|
|
2.2
|
|
|
|
|
EBIT
|
178.4
|
|
165.4
|
|
|
|
|
EBITDA
|
224.7
|
|
200.1
|
Depreciation
and amortization
|
46.3
|
|
34.7
|
|
|
|
|
EBITDA
margin (R$/m³)
|
47
|
|
43
|
(2)
Performance Analysis:
Net Sales and
Services: Ultrapar’s consolidated net sales and services amounted to R$
9,660 million in 3Q09, up 25% from 3Q08, mainly as a consequence of the
consolidation of Texaco from 2Q09 on. Compared with 2Q09, Ultrapar's net sales
and services remained almost stable, despite the seasonality between quarters,
mainly as a consequence of the decrease in the diesel ex-refinery cost in June
2009. In 9M09, Ultrapar’s net sales and services amounted to R$ 25,693 million,
up 24% over 9M08, mainly as a result 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 0.7% in 3Q09 compared with 3Q08, mainly as a result of the lower
industrial activity. In the same period, Ultragaz's sales volume reached 425
thousand tons, a 1.8% decrease compared with 3Q08 mainly due to the temporary
consumption of 11,000 tons by a large bulk client in 3Q08. Excluding that
temporary effect, the total volume would have increased by 1%, and the volume in
the bulk segment, that decreased by 8.1%, would have remained almost stable
compared with 3Q08, indicating a demand recovery that interrupted the reduction
trend seen in the last three quarters. In the bottled segment, Ultragaz’s sales
volume amounted to 298 thousands tons, a 1.1% increase compared with 3Q08,
mainly as a result of commercial initiatives implemented by the company,
including new markets. Compared with 2Q09, Ultragaz’s sales volume grew by 6.1%,
due to the seasonality between the periods. In the 9M09, Ultragaz totals 1,190
thousand tons in sales volume, down 1.7% over 9M08. Ultragaz's net sales and
services amounted to R$ 929 million in 3Q09, 1.3% higher than that in 3Q08, due
to commercial initiatives and efficiency programs implemented. Compared with
2Q09, net sales and services increased by 7.7%, mainly as a consequence of
higher sales volume. In 9M09, Ultragaz’s net sales and services totalled R$
2,557 million, up 1.6% from 9M08.
Ipiranga:
Ipiranga’s sales volume totalled 4,786 thousand cubic meters, 51% higher than
that in 3Q08. The sales volume of fuels for light vehicles grew 72%, mainly as a
consequence of the consolidation of Texaco’s volume from April 1st, 2009,
and the increase in the light vehicles fleet during the last 12 months. Diesel
sales volume increased by 37%, due to the consolidation of Texaco’s volume from
April 1st, 2009,
partially offset by a reduction in consumption related to the economic
performance. Compared with 2Q09, Ipiranga’s sales volume grew by 3%, reflecting
mainly the typical seasonality between periods. In 9M09, Ipiranga totals 12,192
thousands cubic meters in sales volume, up 36% over 9M08. Ipiranga’s net sales
and services totalled R$ 8,184 million in 3Q09, up 31% compared with 3Q08,
mainly due to the 51% increase in sales volume, partially offset by the decrease
in diesel ex-refinery cost in June 2009. Compared with 2Q09, Ipiranga’s net
sales and services remained almost stable, with a 3% increase in sales volume
offset by the decrease in diesel ex-refinery cost in June 2009. In 9M09,
Ipiranga’s net sales and services totalled R$ 21,510 million, up 30% from
9M08.
Oxiteno:
Oxiteno’s sales volume totalled 169 thousand tons, up 12% (18 thousand tons)
over 3Q08, an 18% growth in the volume of specialty chemicals, mainly due to
expansions in the production capacity and the imports replacement process. In
the Brazilian market, sales volume rose by 8% (8 thousand tons), with a good
performance in specialty chemicals sold to the cosmetics, detergents,
agrochemicals, paints and varnishes industries. Sales volume outside Brazil grew
by 20% (9 thousand tons) due to an increase in exports of specialty chemicals,
as a result of the expansions. Compared with 2Q09, the sales volume rose by 6%
(9 thousand tons) as a consequence of the same elements above and the
seasonality between quarters, with an 11% (16 thousand tons) growth in the
volume of specialty chemicals, partially offset by higher spot sales of glycols
in 2Q09. Oxiteno’s sales volume in 9M09 totals 453 thousand tons, up 4% over
9M08. Oxiteno’s net sales and services totalled
R$ 483
million in 3Q09, down 2% from 3Q08, despite the 12% growth in volume and the 12%
weaker Real, as a result of a 22% decrease in average dollar prices,
particularly a 35% decrease in international glycol prices. Compared with 2Q09,
net sales and services increased by 2% due to a 6% growth in sales volume and a
7% increase in average dollar prices, which were mostly offset by a 10% stronger
Real. Net sales and services in 9M09 were R$ 1,416 million, up 4% from
9M08.
Ultracargo:
In 3Q09, Ultracargo reported a 60% increase in average storage measured in cubic
meters compared with 3Q08 as a consequence of (i) the consolidation of União
Terminais from 4Q08 on, (ii) the expansions of the Aratu terminal, and (iii) a
higher volume of operations at the Suape terminal. Compared with 2Q09,
Ultracargo’s average storage measured in cubic meters decreased by 1%. In the
transportation segment, total kilometrage travelled declined by 39% and 5%
compared with 3Q08 and 2Q09, respectively, mainly due to Ultracargo’s decision
to reduce its presence in the packed cargo segment. In 9M09, Ultracargo
accumulates a 57% increase in the average occupancy rate at its terminals, and a
32% decrease in the total kilometrage travelled. Ultracargo reported net sales
and services of R$ 88 million for 3Q09, up 22% compared with 3Q08, as a result
of (i) the consolidation of União Terminais from 4Q08 on, (ii) higher average
storage, and (iii) contractual tariff adjustments. Compared with 2Q09,
Ultracargo's net sales and services decreased by 1% as a
consequence
of sales volumes. In 9M09, Ultracargo’s net sales and services totalled R$ 257
million, up 31% from 9M08.
Cost of Good
Sold: Ultrapar's cost of goods
sold amounted to R$ 8,933 million in 3Q09, up 24% compared with 3Q08 mainly as a
result of the consolidation of Texaco from 2Q09 on. Compared with 2Q09,
Ultrapar's cost of goods sold remained almost stable despite the seasonality
between quarters, mainly as a consequence of a decrease in the diesel
ex-refinery price in June 2009. In 9M09, Ultrapar’s cost of goods sold amounted
to R$ 23,746
million, up 24% over 9M08, 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$ 771 million in 3Q09, down 2.9% and
up 6.4% compared with 3Q08 and 2Q09, respectively, mainly as a result of a
variation in sales volume between the compared periods. In 9M09, Ultragaz’s cost
of goods sold totalled R$ 2,149 million, 1.5% lower than that in
9M08.
Ipiranga:
Ipiranga’s cost of goods sold totalled R$ 7,742 million in 3Q09, up 30% compared
with 3Q08, mainly as a result of the 51% increase in sales volume, partially
offset by the decrease in diesel ex-refinery cost in June 2009. Compared with
2Q09, Ipiranga’s net sales and services remained almost stable, with a 3%
increase in sales volume offset by the decrease in diesel ex-refinery cost in
June 2009. In 9M09, Ipiranga’s cost of goods sold totalled R$ 20,345 million, up
30% from 9M08.
Oxiteno:
Oxiteno's cost of goods sold in 3Q09 amounted to R$ 402 million, in line with
3Q08, due to the growth in sales volume, a 12% weaker Real and a higher
depreciation resulting from the operations expanded in 4Q08. These effects were
partially offset by a 24% reduction in the variable cost in dollars per ton. As
in the 1H09, the reduction in the variable cost in dollars per ton reported in
the financial statements was significantly lower than, for example, the 40%
reduction in international ethylene prices, due to the process of realization of
Oxiteno’s inventories with historical costs higher than replacement costs.
Compared with 2Q09, Oxiteno’s cost of goods sold remained stable, with the
benefits from a 10% stronger Real and a lower difference between historical and
replacement costs in 3Q09 offset by higher sales volume and by the increase in
dollar prices of raw materials, with international ethylene prices having
increased by 25% during the quarter. In 9M09, Oxiteno’s cost of goods sold
totalled R$ 1,179 million, up 6% from 9M08.
Ultracargo:
Ultracargo's cost of services provided in 3Q09 amounted to R$ 49 million, a 1%
decrease from 3Q08, despite 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, due to the realization of operational synergies
resulting from the consolidation of União Terminais and a reduced presence in
the packed cargo transportation segment. Compared with 2Q09, Ultracargo’s cost
of services provided was down by 4%, mainly due to the lower presence in the
transportation segment. In 9M09, Ultracargo’s cost of services provided totalled
R$ 148 million, up 11% from 9M08.
Gross profit:
Ultrapar’s gross profit amounted to R$ 727 million in 3Q09, up 36% from 3Q08 as
a consequence of the growth seen in Ipiranga, Ultragaz and Ultracargo and the
consolidation of Texaco from 2Q09 on. Compared with 2Q09, Ultrapar’s gross
profit was up by 5%, as a consequence of seasonality in its businesses. In 9M09,
Ultrapar’s gross profit totalled R$ 1,948 million, a 31% increase compared with
9M08.
Sales, General and
Administrative Expenses: Sales, general and administrative expenses at
Ultrapar totalled
R$ 477
million in 3Q09, up 33% from 3Q08, basically due to Texaco’s consolidation from
2Q09 on and non-recurring expenses related to the integration of its operations
in to Ultrapar. Compared with 2Q09, Ultrapar’s sales, general and administrative
expenses decreased by 1%. For 9M09, Ultrapar’s sales, general and administrative
expenses totalled R$ 1,310 million, up 28% from 9M08, 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 3Q09, up 7.5% from 3Q08, as a consequence of an increase in expenses related
to sales campaigns, the effect of inflation on expenses and an increase in
variable compensation, partially offset by expense reduction initiatives
implemented. Compared with 2Q09, sales, general and administrative expenses
remained stable. For 9M09, Ultragaz’s sales, general and administrative expenses
totalled R$ 276 million, up 4.5% compared with 9M08.
Ipiranga:
Ipiranga's sales, general and administrative expenses (including employees
statutory interest) amounted to R$ 292 million in 3Q09, up 63% from 3Q08, mainly
due to the consolidation of Texaco’s expenses and R$ 26 million non-recurring
expenses with the conversion of service stations in the acquired network to the
Ipiranga brand (R$ 9 million) and with the integration of operations (R$ 17
million). Excluding
the
non-recurring expenses and the depreciation, Ipiranga’s sales, general and
administrative expenses amounted to R$ 46/m³ of product sold, lower than the R$
50/m³ in 3Q08 (pre-acquisition of Texaco) and the R$ 51/m³ in 2Q09 (the first
quarter with Texaco), which reflects the implementation of the operational and
administrative synergies plan, particularly after the integration of Texaco’s IT
systems with Ipiranga’s and Ultrapar’s, integration completed in August 2009.
For 9M09, Ipiranga’s sales, general and administrative expenses totalled R$ 768
million, up 53% compared with 9M08, including the R$ 29 million non-recurring
expenses with the conversion of Texaco stations to the Ipiranga brand and the R$
24 million expenses with the integration of Texaco.
Oxiteno:
Sales, general and administrative expenses of Oxiteno amounted to R$ 68 million
in 3Q09, up 13% from 3Q08, as a consequence of (i) the 12% increase in sales
volume, (ii) higher international freight unit cost as a result of a 12% weaker
Real, and (iii) an increased share of sales outside Brazil. Compared with 2Q09,
sales, general and administrative expenses at Oxiteno decreased by 1%, despite
the increase in sales volume, as a consequence of expense reduction initiatives
implemented. For 9M09, sales, general and administrative expenses totalled R$
199 million, up 19% compared with 9M08.
Ultracargo: Ultracargo's sales, general
and administrative expenses amounted to R$ 22 million in 3Q09, up 5% compared
with 3Q08, mainly due to the consolidation of sales, general and administrative
expenses from União Terminais from 4Q08 on. Compared with 2Q09, Ultracargo’s
sales, general and administrative expenses decreased by 5%, mainly as a result
of a decrease in expenses in the transportation segment. For 9M09, sales,
general and administrative
expenses totalled R$ 68 million, up 11% compared with 9M08.
Income from Operations
before Financial Items: Ultrapar’s income from operations before
financial items amounted to R$ 253 million in 3Q09, up 40% from 3Q08 as a
consequence of the increase in the income from operations before financial items
of Ipiranga, Ultragaz and Ultracargo. Compared with 2Q09, Ultrapar’s income from
operations before financial items was up by 18%. In 9M09, Ultrapar’s income from
operations before financial items totalled R$ 646 million, a 33% increase
compared with 9M08.
Financial result:
Ultrapar reported net financial expense of R$ 60 million in 3Q09, R$ 39 million
higher than that in 3Q08. The increase in net financial expense in 3Q09 reflects
an increase in Ultrapar’s net debt, which increased from R$ 816 million at the
end of 3Q08 to R$ 2,273 million at the end of 3Q09, as a result of acquisitions
over the last 12 months, particularly the disbursement related to the
acquisition of Texaco on March 31st, 2009,
and investments in organic expansion. Compared with 2Q09, net financial expense
decreased by R$ 27
million, mainly due to a decrease in Ultrapar's net debt and in the CDI during
the period. For 9M09, Ultrapar’s net financial expenses came in at R$ 206
million, up R$ 136 million from 9M08.
Depreciation and
Amortization: Total depreciation and amortization costs and expenses in
3Q09 were R$ 118 million, R$ 28 million higher than those in 3Q08, 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. For 9M09, total
depreciation and amortization costs and expenses amounted to R$ 320 million, up
R$ 53 million compared with 9M08.
Other revenues and expenses
(former "Non-Operating Results"): In 3Q09, Ultrapar reported other
revenues of R$ 6
million, mainly due to sale of assets, compared with other revenues in the
amount of R$ 12 million in 3Q08, substantially from the sale of shares of the
former Petroquímica União S.A. held by Oxiteno. For 9M09, other revenues reached
R$ 16 million, down R$ 3 million from 9M08.
Income and Social
Contribution / Benefit of Tax Holidays: Ultrapar reported income tax and
social contribution expenses, net of benefit of tax holidays of R$ 65 million in
3Q09, compared with an expense R$ 45 million in 3Q08, basically as a result of a
higher pre-tax profit in 3Q09. Compared with 2Q09, income tax and social
contribution expenses, net of benefit of tax holidays was up 60%. In 9M09,
income tax and social contribution expenses, net of benefit of tax holidays
amounted to R$ 135 million, 33% up from 9M08.
Net Earnings: Consolidated net earnings
in 3Q09 amounted to R$ 133 million, up 9% compared with 3Q08, due to a 39%
increase in EBITDA, partially offset by increases in net debt and depreciation.
Compared with 2Q09, net earnings increased by 43%, mainly as a consequence of
the increase in EBITDA and the decrease in financial expenses. For 9M09,
Ultrapar’s net earnings reached R$ 318 million, down 1% compared with
9M08.
EBITDA: Ultrapar’s
EBITDA amounted to R$ 371 million in 3Q09, up 39% from 3Q08, mainly as a
consequence of the consolidation of Texaco from 2Q09 on and EBITDA growth in
Ipiranga, Ultragaz and
Ultracargo.
Compared with 2Q09, Ultrapar’s EBITDA grew by 16% as a result of the growth in
all the business units. For 9M09, Ultrapar’s EBITDA totalled R$ 966 million, up
30% compared with 9M08.
Ultragaz: Ultragaz’s EBITDA amounted to
R$ 94 million in 3Q09, up 42% and 28% from 3Q08 and 2Q09, 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 compared with 2Q09. For 9M09, Ultragaz’s EBITDA reached R$ 220
million, up 37% from 9M08.
Ipiranga:
Ipiranga’s EBITDA amounted to R$ 199 million in 3Q09, up 37% from 3Q08,
basically as a consequence of the consolidation of Texaco from 2Q09 on. Compared
with 2Q09, EBITDA increased by 15% as a result of the increase in sales volume
and the decrease in sales, general and administrative expenses. For 9M09,
Ipiranga’s EBITDA reached R$ 515 million, up 20% from 9M08.
Ipiranga’s
EBITDA ex-non-recurring expenses in 3Q09 totalled R$ 225 million, corresponding
to an EBITDA unit margin of R$ 47/m³, R$ 4/m³ or 9% growth compared to the
EBITDA ex-non-recurring margin of R$ 43/m³ for 2Q09. For 9M09, Ipiranga’s EBITDA
ex-non-recurring expenses reached R$ 568 million.
Oxiteno: Oxiteno’s EBITDA totalled R$ 39 million
in 3Q09, down 10% from 3Q08, basically as a result of an increase in prices of
raw materials during the quarter and historical costs of goods sold higher than
current replacement costs. Compared with 2Q09, Oxiteno’s EBITDA increased by 33%
despite a 10% stronger Real, as a result of (i) a 6% increase in sales volume,
(ii) a better product mix and (iii) a lower difference between historical and
replacement costs. For 9M09, Oxiteno’s EBITDA reached R$ 114 million, down 2%
from 9M08. Oxiteno estimates that the effect from the difference between
historical and replacement costs was R$ 78 million in 9M09.
Ultracargo: Ultracargo reported an EBITDA of R$ 31
million, R$ 19 million higher than in 3Q08, as a consequence of (i) the
consolidation of União Terminais from 4Q08 on and the resulting operational
synergies, (ii) the expansions of the Aratu terminal, and (iii) an increase in
the volume of products handled at the Suape terminal. Compared with 2Q09,
Ultracargo’s EBITDA increased by 8%, basically due to a decrease in sales,
general and administrative expenses. In 3Q09, Ultracargo’s EBITDA margin reached
35%, higher than the 16% and 32% margins reported in 3Q08 and 2Q09,
respectively. For 9M09, Ultracargo’s EBITDA reached R$ 83 million, up 178% from
9M08.
EBITDA
R$ million
|
3Q09
|
3Q08
|
2Q09
|
3Q09
X 3Q08
|
3Q09
x 2Q09
|
9M09
|
9M08
|
|
Ultrapar
|
371.1
|
266.9
|
320.6
|
39%
|
16%
|
965.8
|
743.9
|
30%
|
Ultragaz
|
94.0
|
66.1
|
73.6
|
42%
|
28%
|
220.1
|
160.8
|
37%
|
Ipiranga
|
198.7
|
145.2
|
172.4
|
37%
|
15%
|
514.6
|
428.7
|
20%
|
Oxiteno
|
38.9
|
43.4
|
29.2
|
(10%)
|
33%
|
114.3
|
117.2
|
(2%)
|
Ultracargo
|
30.5
|
11.3
|
28.2
|
170%
|
8%
|
82.7
|
29.8
|
178%
|
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 nine months of 2009 any service other than the external audit
of the financial statements of Ultrapar and affiliated companies and
subsidiaries
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date:
November 12, 2009
ULTRAPAR
HOLDINGS INC.
|
|
|
|
|
|
By:
|
/s/
André Covre
|
|
|
Name:
|
André
Covre
|
|
|
Title:
|
Chief
Financial and Investor Relations Officer
|
|
(3Q09
Interim Financial Statements)
80