6-K 1 ugpitr3q17_6k.htm FORM 6-K ugpitr3q17_6k.htm - Generated by SEC Publisher for SEC Filing

 

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, 2017

 

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:

 

Form 20-F ____X____                                                     Form 40-F ________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes ________                                                                    No ____X____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes ________                                                                    No ____X____

 

 


 
 

ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

 

ITEM

1.      

Individual and Consolidated Interim Financial Information for the Three-Month Period Ended September 30, 2017 Report on Review of Interim Financial Information

2.      

3Q17 Earnings release

3.      

Board of Directors Minutes

 


 
 

 

 

(Convenience Translation into English from

the Original Previously Issued in Portuguese)

 

 

 

 

                                       

 

 

Ultrapar Participações S.A.

 

 

Individual and Consolidated

Interim Financial Information

for the Nine-Month Period

Ended September 30, 2017 and

Report on Review of Interim

Financial Information

 

 

 

KPMG Auditores Independentes

 

 

 

 

 

 

 


 
 

 

Ultrapar Participações S.A. and Subsidiaries

 

Individual and Consolidated

Interim Financial Information

for the Nine-Month Period Ended September 30, 2017

 

Table of Contents

 

 

Report on the Review of Quarterly Information

3 – 4

 

 

Balance Sheets

5 – 6

 

 

Income Statements

7 – 8

 

 

Statements of Comprehensive Income

9 – 10

 

 

Statements of Changes in Shareholders’ Equity

11 – 12

 

 

Statements of Cash Flows - Indirect Method

13 – 14

 

 

Statements of Value Added

15

 

 

Notes to the Interim Financial Information

16 – 96

   

 

 

 

2

 

 

 

 

 


 

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

Report on the review of quarterly information - ITR

 

 

To the Shareholders, Directors and Management of

Ultrapar Participações S.A.

São Paulo, SP

 

 

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), comprised in the Quarterly Financial Information - ITR Form for the quarter ended September 30, 2017, which comprise the balance sheet as of September 30, 2017 and related statements of income, comprehensive income for the three and nine-month period then ended and changes in shareholders’ equity and cash flows for the nine-month period then ended, including the explanatory notes. 

 

 

The Company’s Management is responsible for the preparation of the interim financial information in accordance with Technical Pronouncement CPC 21(R1) – Interim Financial Information and with International Standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, such as for the presentation of these information in a manner consistent with the standards issued by the Brazilian Securities Commission, applicable to the preparation of the Quarterly Financial Information - ITR. Our responsibility is to express a conclusion on these interim financial information based on our review.

 

 

 

Scope of the review

Our review was carried out in accordance with the Brazilian and international review standards for interim information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

 

 

Conclusion on the interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the individual and consolidated interim financial information included in the quarterly information referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, issued by the IASB applicable to the preparation of Quarterly Financial Information – ITR and presented in accordance with the standards issued by the Brazilian Securities Commission - CVM.

 

 

 

Other matters

 

 

 

Interim statements of value added

The individual and consolidated statements of value added for the nine-month period ended September 30, 2017, prepared under the responsibility of the Company's management, and presented as supplementary information for the purposes of IAS 34, were submitted to the same review procedures followed together with the review of the Company's interim financial information. In order to form our conclusion, we evaluated whether these statements are reconciled to the interim financial information and to the accounting records, as applicable, and whether their form and content are in accordance with the criteria set on Technical Pronouncement CPC 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that the accompanying statements of value added are not prepared, in all material respects, in accordance with the individual and consolidated interim financial information taken as a whole.

 

 

 

 

 

3

 

 

 

 

 


 
 

 

Corresponding amounts

 

 

The corresponding amounts for the balance sheets, individual and consolidated, as of December 31, 2016 were previously audited by other auditors who issued an unqualified opinion dated February 22, 2017. The corresponding amounts for the individual and consolidated statements of income and comprehensive income for the three and nine-month, changes in shareholders’ equity and cash flows for the nine-month period then ended September 30, 2016 were previously reviewed by other independent auditors who issued an unqualified conclusion dated November 9, 2016. The corresponding amounts for the statements of value added (DVA), both individual and consolidated, for the nine-month period ended September 30, 2016, were submitted to the same review procedures by those independent auditors and, based on its review, those auditors issued an unqualified conclusion that nothing has come to their attention of any facts that would lead them to believe that the DVA was not prepared, in all material respects, consistently with the individual and consolidated Quarterly Financial Information taken as whole.

 

 

 

São Paulo, November 8, 2017

 

KPMG Auditores Independentes

CRC 2SP014428/O-6

 

Original report in Portuguese signed by

 

Wagner Bottino

Accountant CRC 1SP196907/O-7

 

 

 

4

 

 

 

 

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Balance Sheets

 

as of September 30, 2017 and December 31, 2016

 

 

(In thousands of Brazilian Reais)

       

Parent

 

Consolidated

Assets

 

Note

 

09/30/2017

 

12/31/2016

 

09/30/2017

 

12/31/2016

                     

Current assets

                   

Cash and cash equivalents

 

4

 

59,431

 

127,944

 

4,953,219

 

4,274,158

Financial investments

 

4

 

19,280

 

1,052

 

1,306,497

 

1,412,587

Trade receivables, net

 

5

 

-

 

 -  

 

3,893,939

 

3,502,322

Inventories, net

 

6

 

-

 

 -  

 

2,967,886

 

2,761,207

Recoverable taxes, net

 

7

 

31,067

 

37,620

 

667,640

 

541,772

Dividends receivable

     

-

 

354,150

 

-

 

8,616

Other receivables

 

 

 

2,429

 

3,884

 

87,652

 

20,573

Trade receivables – insurer’s indemnification

 

33

 

-

 

 -  

 

-

 

366,678

Prepaid expenses, net

 

10

 

1,063

 

98

 

123,657

 

123,883

Total current assets

     

113,270

 

524,748

 

14,000,490

 

13,011,796

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

     

 

     

 

   

Financial investments

 

4

 

-

 

 -  

 

96,101

 

15,104

Trade receivables, net

 

5

 

-

 

 -  

 

269,358

 

227,085

Related parties

 

8.a

 

784,744

 

772,425

 

490

 

490

Deferred income and social contribution taxes

 

9.a

 

28,881

 

22,462

 

474,448

 

417,344

Recoverable taxes, net

 

7

 

49,775

 

35,010

 

284,317

 

182,617

Escrow deposits

 

20.a

 

148

 

148

 

817,429

 

778,770

Other receivables

 

 

 

-

 

 -  

 

1,094

 

2,678

Prepaid expenses, net

 

10

 

-

 

 -  

 

308,263

 

222,518

Total long term assets

 

 

 

863,548

 

830,045

 

2,251,500

 

1,846,606

       

 

     

 

   

Investments

 

 

 

 

 

 

 

 

 

 

In subsidiaries

 

11.a

 

8,846,909

 

8,190,100

 

-

 

 -  

In joint-ventures

 

11.a; 11.b

 

52,343

 

45,409

 

126,251

 

116,142

In associates

 

11.c

 

-

 

 -  

 

24,573

 

22,731

Other

 

 

 

-

 

 -  

 

2,792

 

2,814

Property, plant, and equipment, net

 

12

 

-

 

 -  

 

6,129,459

 

5,787,982

Intangible assets, net

 

13

 

246,163

 

246,163

 

3,500,553

 

3,371,599

       

9,145,415

 

8,481,672

 

9,783,628

 

9,301,268

 

 

 

 

 

 

 

 

 

 

 

Total non-current assets

     

10,008,963

 

9,311,717

 

12,035,128

 

11,147,874

 

 

 

 

 

 

 

 

 

 

 

Total assets

     

10,122,233

 

9,836,465

 

26,035,618

 

24,159,670

 

The accompanying notes are an integral part of the interim financial information.

5

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Balance Sheets

 

as of September 30, 2017 and December 31, 2016

 

(In thousands of Brazilian Reais)

       

Parent

 

Consolidated

Liabilities

 

Note

 

09/30/2017

 

12/31/2016

 

09/30/2017

 

12/31/2016

Current liabilities

                   

Loans

 

14

 

-

 

 -  

 

1,453,231

 

1,821,398

Debentures

 

14.g

 

802,238

 

32,479

 

1,499,505

 

651,591

Finance leases

 

14.i

 

-

 

 -  

 

2,689

 

2,615

Trade payables

 

15

 

207

 

330

 

1,578,852

 

1,709,653

Salaries and related charges

 

16

 

245

 

204

 

391,210

 

362,718

Taxes payable

 

17

 

405

 

726

 

201,472

 

171,033

Dividends payable

 

23.g

 

13,716

 

316,848

 

15,414

 

320,883

Income and social contribution taxes payable

     

-

 

 -  

 

147,521

 

139,981

Post-employment benefits

 

18.b

 

-

 

 -  

 

23,211

 

24,940

Provision for asset retirement obligation

 

19

 

-

 

 -  

 

4,831

 

4,563

Provision for tax, civil, and labor risks

 

20.a

 

-

 

 -  

 

54,566

 

52,694

Trade payables – customers’ indemnification

 

33

 

-

 

 -  

 

81,636

 

99,863

Other payables

 

 

 

-

 

2,359

 

105,438

 

102,714

Deferred revenue

 

21

 

-

 

 -  

 

20,672

 

22,300

Total current liabilities

 

 

 

816,811

 

352,946

 

5,580,248

 

5,486,946

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

Loans

 

14

 

-

 

 -  

 

6,329,119

 

6,800,135

Debentures

 

14.g

 

-

 

799,904

 

3,791,426

 

2,095,290

Finance leases

 

14.i

 

-

 

 -  

 

46,452

 

46,101

Related parties

 

8.a

 

3,536

 

679

 

4,240

 

4,272

 Deferred income and social contribution taxes

 

9.a

 

-

 

 -  

 

3,428

 

7,645

Post-employment benefits

 

18.b

 

-

 

 -  

 

129,100

 

119,811

Provision for asset retirement obligation

 

19

 

-

 

 -  

 

73,158

 

73,001

Provision for tax, civil, and labor risks

 

20.a

 

1,295

 

1,884

 

653,649

 

727,088

Deferred revenue

 

21

 

-

 

 -  

 

12,550

 

12,510

Subscription warrants – indemnification

 

22

 

171,982

 

153,429

 

171,982

 

153,429

Other payables

     

-

 

 -  

 

84,488

 

74,884

Total non-current liabilities

 

 

 

176,813

 

955,896

 

11,299,592

 

10,114,166

Shareholders’ equity

     

 

     

 

   

Share capital

 

23.a; 23.e

 

5,171,752

 

3,838,686

 

5,171,752

 

3,838,686

Capital reserve

 

23.c

 

555,152

 

552,038

 

555,152

 

552,038

Treasury shares

 

23.b

 

(480,194)

 

(483,879)

 

(480,194)

 

(483,879)

Revaluation reserve on subsidiaries

 

23.d

 

4,992

 

5,339

 

4,992

 

5,339

Profit reserves

 

23.e

 

3,133,326

 

4,466,392

 

3,133,326

 

4,466,392

Additional dividends to the minimum

   mandatory dividends

 

23.g

 

-

 

165,515

 

-

 

165,515

Retained earnings

 

 

 

707,810

 

-

 

707,810

 

-

Valuation adjustments

 

2.c; 2.o; 23.f

 

26,686

 

(23,987)

 

26,686

 

(23,987)

Cumulative translation adjustments

 

2.c; 2.r; 23.f

 

9,085

 

7,519

 

9,085

 

7,519

Shareholders’ equity attributable to:

     

 

     

 

   

Shareholders of the Company

 

 

 

9,128,609

 

8,527,623

 

9,128,609

 

8,527,623

Non-controlling interests in subsidiaries

     

-

 

-

 

27,169

 

30,935

Total shareholders’ equity

 

 

 

9,128,609

 

8,527,623

 

9,155,778

 

8,558,558

Total liabilities and shareholders’ equity

     

10,122,233

 

9,836,465

 

26,035,618

 

24,159,670

 

The accompanying notes are an integral part of the interim financial information.

6

 


 
 

Ultrapar Participações S.A. and Subsidiaries

Income Statements

 

For the nine-month period ended September 30, 2017 and 2016

 

(In thousands of Brazilian Reais, except earnings per share)

 

     

Parent

 

Consolidated

   

Note

 

01/01/2017 to 09/30/2017

 

01/01/2016 to 09/30/2016

 

01/01/2017 to 09/30/2017

 

01/01/2016 to 09/30/2016

Net revenue from sales and services

 

24

 

-

 

-

 

58,433,515

 

58,267,702

Cost of products and services sold

 

25

 

-

 

-

 

(53,086,325)

 

(53,073,251)

 

 

 

 

 

 

 

 

 

 

 

Gross profit

     

-

 

-

 

5,347,190

 

5,194,451

 

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

     

 

 

 

 

 

 

 

Selling and marketing

 

25

 

-

 

-

 

(2,153,701)

 

(1,965,256)

General and administrative

 

25

 

-

 

-

 

(1,160,567)

 

(1,047,708)

Gain (loss) on disposal of property, plant and equipment and intangibles

 

26

 

-

 

-

 

(754)

 

(2,066)

Other operating income, net

 

27

 

1

 

33

 

78,657

 

90,073

 

 

 

 

 

 

 

 

 

 

 

Operating income before financial income (expenses) and share of profit of subsidiaries, joint ventures and associates

     

1

 

33

 

2,110,825

 

2,269,494

Financial income

 

28

 

78,011

 

108,688

 

451,265

 

341,098

Financial expenses

 

28

 

(92,096)

 

(141,567)

 

(806,118)

 

(982,264)

Share of profit of subsidiaries, joint ventures and associates

 

11

 

1,179,742

 

1,148,375

 

16,111

 

5,385

       

 

 

 

 

 

 

 

Income before income and social contribution taxes

 

 

 

1,165,658

 

1,115,529

 

1,772,083

 

1,633,713

       

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

Current

 

9.b; 9c

 

(2,661)

 

(5,349)

 

(688,489)

 

(562,499)

Deferred

 

9.b

 

6,419

 

16,017

 

89,538

 

63,842

 

 

 

 

3,758

 

10,668

 

(598,951)

 

(498,657)

       

 

 

 

 

 

 

 

Net income for the period

 

 

 

1,169,416

 

1,126,197

 

1,173,132

 

1,135,056

       

 

 

 

 

 

 

 

Net income for the period attributable to:

 

 

 

 

 

 

 

 

 

 

Shareholders of the Company

     

1,169,416

 

1,126,197

 

1,169,416

 

1,126,197

Non-controlling interests in subsidiaries

 

 

 

-

 

-

 

3,716

 

8,859

       

 

 

 

 

 

 

 

Earnings per share (based on weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

 

Basic

 

29

 

2.1585

 

2.0803

 

2.1585

 

2.0803

Diluted

 

29

 

2.1427

 

2.0647

 

2.1427

 

2.0647

 

The accompanying notes are an integral part of the interim financial information.

 

7

 


 
 

Ultrapar Participações S.A. and Subsidiaries

Income Statements

 

For the three-month period ended September 30, 2017 and 2016

 

(In thousands of Brazilian Reais, except earnings per share)

 

     

Parent

 

Consolidated

   

Note

 

07/01/2017 to 09/30/2017

 

07/01/2016 to 09/30/2016

 

07/01/2017 to 09/30/2017

 

07/01/2016 to 09/30/2016

Net revenue from sales and services

 

24

 

-

 

-

 

20,532,587

 

19,445,181

Cost of products and services sold

 

25

 

-

 

-

 

(18,454,915)

 

(17,662,284)

 

 

 

 

 

 

 

 

 

 

 

Gross profit

     

-

 

-

 

2,077,672

 

1,782,897

 

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

     

 

 

 

 

 

 

 

Selling and marketing

 

25

 

-

 

-

 

(729,254)

 

(675,185)

General and administrative

 

25

 

-

 

-

 

(408,747)

 

(369,579)

Gain (loss) on disposal of property, plant and equipment and intangibles

 

26

 

-

 

-

 

(604)

 

(58)

Other operating income, net

 

27

 

1

 

31

 

15,746

 

14,471

 

 

 

 

 

 

 

 

 

 

 

Operating income before financial income (expenses) and share of profit of subsidiaries, joint ventures and associates

     

1

 

31

 

954,813

 

752,546

Financial income

 

28

 

22,595

 

35,301

 

149,966

 

120,171

Financial expenses

 

28

 

(15,729)

 

(33,999)

 

(270,799)

 

(322,421)

Share of profit of subsidiaries, joint ventures and associates

 

11

 

550,656

 

375,970

 

4,024

 

2,344

       

 

 

 

 

 

 

 

Income before income and social contribution taxes

 

 

 

557,523

 

377,303

 

838,004

 

552,640

       

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

 

Current

 

9.b; 9c

 

(474)

 

(937)

 

(380,073)

 

(159,773)

Deferred

 

9.b

 

(1,903)

 

453

 

97,687

 

(12,781)

 

 

 

 

(2,377)

 

(484)

 

(282,386)

 

(172,554)

       

 

 

 

 

 

 

 

Net income for the period

 

 

 

555,146

 

376,819

 

555,618

 

380,086

       

 

 

 

 

 

 

 

Net income for the period attributable to:

 

 

 

 

 

 

 

 

 

 

Shareholders of the Company

     

555,146

 

376,819

 

555,146

 

376,819

Non-controlling interests in subsidiaries

 

 

 

-

 

-

 

472

 

3,267

       

 

 

 

 

 

 

 

Earnings per share (based on weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

 

Basic

 

29

 

1.0247

 

0.6960

 

1.0247

 

0.6960

Diluted

 

29

 

1.0172

 

0.6906

 

1.0172

 

0.6906

 

The accompanying notes are an integral part of the interim financial information.

 

8

 


 
 

Ultrapar Participações S.A. and Subsidiaries

Statements of Comprehensive Income

 

For the nine-month period ended September 30, 2017 and 2016

 

(In thousands of Brazilian Reais)

 

       

Parent

 

Consolidated

   

Note

 

01/01/2017 to 09/30/2017

 

01/01/2016 to 09/30/2016

 

01/01/2017 to 09/30/2017

 

01/01/2016 to 09/30/2016

                     

Net income for the period attributable to shareholders of the Company

 

 

 

1,169,416

 

1,126,197

 

1,169,416

 

1,126,197

Net income for the period attributable to non-controlling interests in subsidiaries

     

-

 

-

 

3,716

 

8,859

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

     

1,169,416

 

1,126,197

 

1,173,132

 

1,135,056

 

 

 

 

 

 

 

 

 

 

 

Items that are subsequently reclassified to profit or loss:

     

 

 

 

 

 

 

 

Fair value adjustments of financial instruments, net

 

2.c; 23.f

 

50,697

 

(29,300)

 

50,697

 

(29,300)

Cumulative translation adjustments, net of hedge of net investments in foreign operations and income and social contribution taxes

 

2.c; 2.r; 23.f

 

1,566

 

(71,202)

 

1,566

 

(71,202)

 

 

 

 

 

 

 

 

 

 

 

Items that are not subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

Actuarial gains (losses) of post-employment benefits, net

 

2.o; 23.f

 

(24)

 

2,856

 

(24)

 

2,856

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

 

 

1,221,655

 

1,028,551

 

1,225,371

 

1,037,410

Total comprehensive income for the period attributable to shareholders of the Company

 

 

 

1,221,655

 

1,028,551

 

1,221,655

 

1,028,551

Total comprehensive income for the period attributable to non-controlling interest in subsidiaries

 

 

 

-

 

-

 

3,716

 

8,859

 

 

The accompanying notes are an integral part of the interim financial information.

 

9

 


 
 

Ultrapar Participações S.A. and Subsidiaries

Statements of Comprehensive Income

 

For the three-month period ended September 30, 2017 and 2016

 

(In thousands of Brazilian Reais)

 

       

Parent

 

Consolidated

   

Note

 

07/01/2017 to 09/30/2017

 

07/01/2016 to 09/30/2016

 

07/01/2017 to 09/30/2017

 

07/01/2016 to 09/30/2016

                     

Net income for the period attributable to shareholders of the Company

 

 

 

555,146

 

376,819

 

555,146

 

376,819

Net income for the period attributable to non-controlling interests in subsidiaries

     

-

 

-

 

472

 

3,267

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

     

555,146

 

376,819

 

555,618

 

380,086

 

 

 

 

 

 

 

 

 

 

 

Items that are subsequently reclassified to profit or loss:

     

 

 

 

 

 

 

 

Fair value adjustments of financial instruments, net

 

2.c; 23.f

 

52,093

 

68,397

 

52,093

 

68,397

Cumulative translation adjustments, net of hedge of net investments in foreign operations and income and social contribution taxes

 

2.c; 2.r; 23.f

 

(2,378)

 

4,973

 

(2,378)

 

4,973

 

 

 

 

 

 

 

 

 

 

 

Items that are not subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

Actuarial gains (losses) of post-employment benefits, net

 

2.o; 23.f

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

 

 

604,861

 

450,189

 

605,333

 

453,456

Total comprehensive income for the period attributable to shareholders of the Company

 

 

 

604,861

 

450,189

 

604,861

 

450,189

Total comprehensive income for the period attributable to non-controlling interest in subsidiaries

 

 

 

-

 

-

 

472

 

3,267

 

 

The accompanying notes are an integral part of the interim financial information.

 

10

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Statements of Changes in Shareholders’ Equity

 

For the nine-month period ended September 30, 2017 and 2016

 

 (In thousands of Brazilian Reais)

 

 

 

 

 

 

 

 

 

 

 

 

Profit reserve

 

Cumulative other comprehensive income

 

 

 

 

 

 Shareholders’ equity

attributable to:

 

 

 

 

Note

 

Share capital

 

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal

reserve

 

Investments statutory reserve

 

Retention of profits

 

Valuation adjustments

 

Cumulative translation adjustments

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

 

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Consolidated shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2016

 

 

 

3,838,686

 

552,038

 

(483,879)

 

5,339

 

550,428

 

2,582,898

 

1,333,066

 

(23,987)

 

7,519

 

-

 

165,515

 

8,527,623

 

30,935

 

8,558,558

Net income for the period

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,169,416

 

-

 

1,169,416

 

3,716

 

1,173,132

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of available for sale, net

 

2.c; 23.f

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

50,697

 

-

 

-

 

-

 

50,697

 

-

 

50,697

Actuarial losses of post-employment benefits, net

 

2.o; 23.f

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(24)

 

-

 

-

 

-

 

(24)

 

-

 

(24)

Currency translation of foreign subsidiaries, net

 

2.c;2.r; 23.f

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,566

 

-

 

-

 

1,566

 

-

 

1,566

Total comprehensive income for the period

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

50,673

 

1,566

 

1,169,416

 

-

 

1,221,655

 

3,716

 

1,225,371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital increase through reserves

 

23.e

 

1,333,066

 

-

 

-

 

-

 

-

 

-

 

(1,333,066)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Sale of treasury shares

 

8.c; 23.b

 

-

 

3,114

 

3,685

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

6,799

 

-

 

6,799

Realization of revaluation reserve of subsidiaries

 

23.d

 

-

 

-

 

-

 

(347)

 

-

 

-

 

-

 

-

 

-

 

347

 

-

 

-

 

-

 

-

Income and social contribution taxes on realization of revaluation reserve of subsidiaries

 

23.d

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(85)

 

-

 

(85)

 

-

 

(85)

Interim dividends

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(461,868)

 

-

 

(461,868)

 

-

 

(461,868)

Dividends attributable to non-controlling interests

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(7,482)

 

(7,482)

Approval of additional   dividends by the Shareholders’ Meeting

 

23.g

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(165,515)

 

(165,515)

 

-

 

(165,515)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2017

 

 

 

5,171,752

 

555,152

 

(480,194)

 

4,992

 

550,428

 

2,582,898

 

-

 

26,686

 

9,085

 

707,810

 

-

 

9,128,609

 

27,169

 

9,155,778

 

The accompanying notes are an integral part of the interim financial information.

 

11

 


 
 

Ultrapar Participações S.A. and Subsidiaries

Statements of Changes in Shareholders’ Equity

For the nine-month period ended September 30, 2017 and 2016

 

(In thousands of Brazilian Reais)

 

 

 

 

 

 

 

 

 

 

 

 

Profit reserve

 

Cumulative other comprehensive income

 

 

 

 

 

 Shareholders’ equity

attributable to:

 

 

 

 

Note

 

Share capital

 

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal

reserve

 

Investments statutory reserve

 

Retention of profits

 

Valuation adjustments

 

Cumulative translation adjustments

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

 

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Consolidated shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2015

 

 

 

3,838,686

 

546,607

 

(490,881)

 

 

5,590

 

472,350

 

1,996,583

 

1,333,066

 

18,953

 

66,925

 

-

 

157,162

 

7,945,041

 

29,088

 

7,974,129

Net income for the period

 

 

 

-

 

-

 

 -

 

-

 

-

 

-

 

-

 

-

 

-

 

1,126,197

 

-

 

1,126,197

 

8,859

 

1,135,056

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of available for sale, net

 

2.c; 23.f

 

-

 

-

 

 

-

 

-

 

-

 

-

 

(29,300)

 

-

 

-

 

-

 

(29,300)

 

-

 

(29,300)

Actuarial gains of post-employment benefits, net

 

2.o;  23.f

 

-

 

-

 

 

-

 

-

 

-

 

-

 

2,856

 

-

 

-

 

-

 

2,856

 

-

 

2,856

Currency translation of foreign subsidiaries, net

 

2.c;2.r; 23.f

 

-

 

-

 

 

-

 

-

 

-

 

-

 

-

 

(71,202)

 

-

 

-

 

(71,202)

 

-

 

(71,202)

Total comprehensive income for the period

 

 

 

-

 

-

 

 

-

 

-

 

-

 

-

 

(26,444)

 

(71,202)

 

1,126,197

 

-

 

1,028,551

 

8,859

 

1,037,410

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of treasury shares

 

8.c; 23.b

 

-

 

5,431

 

7,002 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

12,433

 

-

 

12,433

Realization of revaluation reserve of subsidiaries

 

23.d

 

-

 

-

 

 

(188)

 

-

 

-

 

-

 

-

 

-

 

188

 

-

 

-

 

-

 

-

Income and social contribution taxes on realization of revaluation reserve of subsidiaries

 

23.d

 

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(33)

 

-

 

(33)

 

-

 

(33)

Interim dividends

 

23.g

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(434,619)

 

-

 

(434,619)

 

-

 

(434,619)

Dividends attributable to non-controlling interests

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(6,404)

 

(6,404)

Approval of additional   dividends by the Shareholders’ Meeting

 

23.g

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(157,162)

 

(157,162)

 

-

 

(157,162)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2016

 

 

 

3,838,686

 

552,038

 

 (483,879)

 

5,402

 

472,350

 

1,996,583

 

1,333,066

 

(7,491)

 

(4,277)

 

691,733

 

-

 

8,394,211

 

31,543

 

8,425,754

 

The accompanying notes are an integral part of the interim financial information.

12

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Statements of Cash Flows - Indirect Method

 

For the nine-month period ended September 30, 2017 and 2016

 

(In thousands of Brazilian Reais)

 

       

Parent

 

Consolidated

   

Note

 

09/30/2017

 

09/30/2016

 

09/30/2017

 

09/30/2016

Cash flows from operating activities

                   

Net income for the period

 

 

 

1,169,416

 

1,126,197

 

1,173,132

 

1,135,056

Adjustments to reconcile net income to cash provided by operating activities

     

 

 

 

 

 

 

 

Share of loss (profit) of subsidiaries, joint ventures and associates

 

11

 

(1,179,742)

 

(1,148,375)

 

(16,111)

 

(5,385)

Depreciation and amortization

 

12; 13

 

-

 

-

 

869,504

 

819,821

PIS and COFINS credits on depreciation

 

12; 13

 

-

 

-

 

9,807

 

9,381

Asset retirement obligation

 

19

 

-

 

-

 

(1,526)

 

(2,191)

Interest, monetary, and foreign exchange rate variations

 

 

 

88,213

 

135,477

 

589,802

 

413,106

Deferred income and social contribution taxes

 

9.b

 

(6,419)

 

(16,017)

 

(89,538)

 

(63,842)

(Gain) loss on disposal of property, plant and equipment and intangibles

 

26

 

-

 

-

 

754

 

2,066

Other provisions and adjustments

     

-

 

-

 

(514)

 

518

 

 

 

 

 

 

 

 

 

 

 

Dividends received from subsidiaries and joint-ventures

     

922,303

 

941,052

 

29,691

 

6,997

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in current assets

     

 

 

 

 

 

 

 

Trade receivables

 

5

 

-

 

-

 

(379,804)

 

(98,763)

Inventories

 

6

 

-

 

-

 

(199,479)

 

(17,264)

Recoverable taxes

 

7

 

6,553

 

(6,716)

 

(125,868)

 

99,480

Other receivables

     

1,455

 

5,046

 

299,590

 

(211,654)

Prepaid expenses

 

10

 

(965)

 

(45)

 

3,339

 

(8,469)

       

 

 

 

 

 

 

 

Increase (decrease) in current liabilities

 

 

 

 

 

 

 

 

 

 

Trade payables

 

15

 

(123)

 

(2,431)

 

(130,801)

 

(362,055)

Salaries and related charges

 

16

 

41

 

8

 

28,492

 

(33,349)

Taxes payable

 

17

 

(321)

 

(297)

 

30,439

 

(10,029)

Income and social contribution taxes

 

 

 

-

 

-

 

613,621

 

352,109

Post-employment benefits

 

18.b

 

-

 

-

 

(1,729)

 

-

Provision for tax, civil, and labor risks

 

20.a

 

-

 

-

 

1,872

 

13,127

Other payables

 

 

 

(2,359)

 

(1,188)

 

(15,503)

 

(18,231)

Deferred revenue

 

21

 

-

 

-

 

(1,628)

 

(2,825)

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in non-current assets

     

 

 

 

 

 

 

 

Trade receivables

 

5

 

-

 

-

 

(42,273)

 

(32,308)

Recoverable taxes

 

7

 

(14,765)

 

(8,744)

 

(101,700)

 

(18,161)

Escrow deposits

 

 

 

-

 

-

 

(38,659)

 

(31,179)

Other receivables

     

-

 

-

 

1,584

 

3,387

Prepaid expenses

 

10

 

-

 

-

 

(82,060)

 

(11,514)

       

 

 

 

 

 

 

 

Increase (decrease) in non-current liabilities

 

 

 

 

 

 

 

 

 

 

Post-employment benefits

 

18.b

 

-

 

-

 

9,265

 

5,088

Provision for tax, civil, and labor risks

 

20.a

 

(589)

 

16

 

(73,439)

 

18,354

Other payables

     

-

 

-

 

9,604

 

(13,265)

Deferred revenue

 

21

 

-

 

-

 

40

 

204

       

 

 

 

 

 

 

 

Income and social contribution taxes paid

 

 

 

-

 

(301)

 

(606,082)

 

(514,428)

       

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

 

982,698

 

1,023,682

 

1,763,822

 

1,423,782

 

 

The accompanying notes are an integral part of the interim financial information.

 

13

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Statements of Cash Flows - Indirect Method

 

For the nine-month period ended September 30, 2017 and 2016

 

(In thousands of Brazilian Reais)

 

       

Parent

 

Consolidated

   

Note

 

09/30/2017

 

09/30/2016

 

09/30/2017

 

09/30/2016

Cash flows from investing activities

                   

Financial investments, net of redemptions

 

 

 

(18,228)

 

(3,436)

 

23,842

 

391,844

Acquisition of property, plant, and equipment

 

12

 

-

 

-

 

(824,785)

 

(652,030)

Acquisition of intangible assets

 

13

 

-

 

-

 

(559,873)

 

(416,414)

Capital increase in subsidiaries

 

11.a

 

-

 

(170)

 

-

 

-

Capital increase in joint ventures

 

11.b

 

-

 

-

 

(16,000)

 

(30,781)

Proceeds from disposal of property, plant and equipment and intangibles

 

26

 

-

 

-

 

40,386

 

21,555

       

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

(18,228)

 

(3,606)

 

(1,336,430)

 

(685,826)

       

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Loans and debentures

     

 

 

 

 

 

 

 

Proceeds

 

14

 

-

 

-

 

3,292,187

 

1,199,985

Repayments

 

14

 

-

 

-

 

(1,584,272)

 

(616,926)

Interest paid

 

14

 

(99,805)

 

(118,669)

 

(535,280)

 

(830,700)

Payments of financial lease

 

14.i

 

-

 

-

 

(3,901)

 

(3,721)

Dividends paid

 

 

 

(930,515)

 

(865,170)

 

(940,151)

 

(873,637)

Sale of treasury shares

 

23.b

 

6,799

 

12,433

 

-

 

-

Related parties

 

 8.a

 

(9,462)

 

32,905

 

-

 

(100)

       

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

 

(1,032,983)

 

(938,501)

 

228,583

 

(1,125,099)

       

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents in foreign currency

 

 

 

-

 

-

 

23,086

 

(17,788)

       

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

 

(68,513)

 

81,575

 

679,061

 

(404,931)

       

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

 

4

 

127,944

 

48,061

 

4,274,158

 

2,702,893

       

 

 

 

 

 

 

 

Cash and cash equivalents at the end of the period

 

4

 

59,431

 

129,636

 

4,953,219

 

2,297,962

                                                                                                                                                                                                              

 The accompanying notes are an integral part of the interim financial information.

14

 


 
 

Ultrapar Participações S.A. and Subsidiaries

Statements of Value Added

For the nine-month period ended September 30, 2017 and 2016

 

(In thousands of Brazilian Reais, except percentages)

 

       

Parent

 

Consolidated

   

Note

 

09/30/2017

%

 

09/30/2016

%

 

09/30/2017

%

 

09/30/2016

%

Revenue

     

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

 

24

 

-

 

 

-

 

 

60,391,883

 

 

60,100,008

 

Rebates, discounts, and returns

 

24

 

-

 

 

-

 

 

(688,423)

 

 

(464,085)

 

Allowance for doubtful accounts -  Allowance

 

 

 

-

 

 

-

 

 

(46,224)

 

 

(30,439)

 

Gain (loss) on disposal of property, plant and equipment and intangibles and other operating income, net

 

26; 27

 

-

 

 

33

 

 

77,903

 

 

88,007

 

 

 

 

 

-

 

 

33

 

 

59,735,139

 

 

59,693,491

 

       

 

 

 

 

 

 

 

 

 

 

 

Materials purchased from third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Raw materials used

     

-

 

 

-

 

 

(3,797,497)

 

 

(3,381,933)

 

Cost of goods, products, and services sold

 

 

 

-

 

 

-

 

 

(49,065,379)

 

 

(49,591,740)

 

Third-party materials, energy, services, and others

     

(11,981)

 

 

(10,587)

 

 

(1,802,069)

 

 

(1,668,955)

 

Reversal of impairment losses

 

 

 

17,461

 

 

15,334

 

 

(10,701)

 

 

(9,243)

 

       

5,480

 

 

4,747

 

 

(54,675,646)

 

 

(54,651,871)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross value added

     

5,480

 

 

4,780

 

 

5,059,493

 

 

5,041,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deductions

     

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

12;13

 

-

 

 

-

 

 

(869,504)

 

 

(819,821)

 

PIS and COFINS credits on depreciation

 

12;13

 

-

 

 

-

 

 

(9,807)

 

 

(9,381)

 

 

 

 

 

-

 

 

-

 

 

(879,311)

 

 

(829,202)

 

       

 

 

 

 

 

 

 

 

 

 

 

Net value added by the Company

 

 

 

5,480

 

 

4,780

 

 

4,180,182

 

 

4,212,418

 

       

 

 

 

 

 

 

 

 

 

 

 

Value added received in transfer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share of profit (loss) of subsidiaries, joint-ventures, and associates

 

11

 

1,179,742

 

 

1,148,375

 

 

16,111

 

 

5,385

 

Rents and royalties

 

24

 

-

 

 

-

 

 

98,222

 

 

90,164

 

Financial income

 

28

 

78,011

 

 

108,688

 

 

451,265

 

 

341,098

 

       

1,257,753

 

 

1,257,063

 

 

565,598

 

 

436,647

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total value added available for distribution

     

1,263,233

 

 

1,261,843

 

 

4,745,780

 

 

4,649,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution of value added

     

 

 

 

 

 

 

 

 

 

 

 

Labor and benefits

 

 

 

4,579

-

 

3,968

-

 

1,418,800

30

 

1,305,450

28

Taxes, fees, and contributions

     

(1,755)

-

 

(5,434)

-

 

1,182,650

25

 

1,141,585

25

Financial expenses and rents

 

 

 

90,993

7

 

137,112

11

 

971,198

20

 

1,066,974

23

Dividends paid

 

 

 

461,868

37

 

434,619

34

 

469,350

10

 

441,023

9

Retained earnings

     

707,548

56

 

691,578

55

 

703,782

15

 

694,033

15

Value added distributed

 

 

 

1,263,233

100

 

1,261,843

100

 

4,745,780

100

 

4,649,065

100

 

The accompanying notes are an integral part of the interim financial information.

15

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

1.      Operations

 

Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luis Antônio Avenue, 1343 in the city of Săo Paulo – SP, Brazil.

 

The Company engages in the investment of its own capital in services, commercial, and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gas - LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga”), production and marketing of chemicals (“Oxiteno”), and storage services for liquid bulk (“Ultracargo”) and retail distribution of pharmaceutical, hygiene, beauty, and skincare products, through Imifarma Produtos Farmacêuticos e Cosméticos S.A. (“Extrafarma”). For further information about segments see Note 30.

 

2.      Presentation of Interim Financial Information and Summary of Significant Accounting Policies

 

The Company’s individual and consolidated interim financial information were prepared in accordance with CPC 21 (R1) - Interim Financial Reporting issued by the Accounting Pronouncements Committee (“CPC”) and presented in accordance with standards established by the Brazilian Securities and Exchange Commission (“CVM”) and in accordance with the International Accounting Standards (“IAS”) 34 – Interim Financial Information as issued by the International Accounting Standards Board (“IASB”).

 

All relevant specific information of the interim financial information, and only this information, is being presented and correspond to that used by the Company’s and its subsidiaries’ Management.

 

The presentation currency of the Company’s individual and consolidated interim financial information is the Brazilian Real (“R$”), which is the Company’s functional currency.

 

The Company and its subsidiaries applied the accounting policies described below in a consistent manner for all periods presented in the individual and consolidated interim financial information.

 

a.  

Recognition of Income

 

Revenue is measured at the fair value of the consideration received or receivable, net of sales returns, discounts, and other deductions, if applicable.

 

Revenue from sales of fuels and lubricants is recognized when the products are delivered to gas stations and to large consumers. Revenue from sales of LPG is recognized when the products are delivered to customers at home, to independent dealers and to industrial and commercial customers. Revenue from sales of pharmaceuticals is recognized when the products are delivered to end user customers in own drugstores and when the products are delivered to independent resellers. Revenue from sales of chemical products is recognized when the products are delivered to industrial customers, depending of the freight mode of delivery. The revenue provided from storage services is recognized as services are performed. Costs of products sold and services provided include goods (mainly fuels, lubricants, LPG, and pharmaceutical products), raw materials (chemicals and petrochemicals) and production, distribution, storage, and filling costs.

 

b.  

Cash and Cash Equivalents

 

Includes cash, banks deposits, and short-term, highly-liquid investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value. See Note 4 for further details on cash and cash equivalents of the Company and its subsidiaries.

 

 

16

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

c.  

Financial Assets

 

In accordance with IAS 32, IAS 39, and International Financial Reporting Standards (“IFRS”) 7 (CPC 38, 39 and 40 (R1)), the financial assets of the Company and its subsidiaries are classified in accordance with the following categories:

 

·           Measured at fair value through profit or loss: financial assets held for trading, that is, acquired or incurred principally for the purpose of selling or repurchasing in the near term, and derivatives. The balances are stated at fair value. The interest earned, the exchange variation, and changes in fair value are recognized in profit or loss.

 

·           Held to maturity: non-derivative financial assets with fixed or determinable payments, and fixed maturities for which the entity has the positive intention and ability to hold to maturity. The interest earned and the foreign currency exchange variation are recognized in profit or loss, and balances are stated at acquisition cost plus the interest earned, using the effective interest rate method.

 

·           Available for sale: non-derivative financial assets that are designated as available for sale or that are not classified into other categories at initial recognition. The balances are stated at fair value, and the interest earned and the foreign currency exchange variation are recognized in profit or loss. Differences between fair value and acquisition cost plus the interest earned are recognized in other comprehensive income in the “Valuation adjustments”. Accumulated gains and losses recognized in shareholders’ equity are reclassified to profit or loss in case of prepayment.

 

·         Loans and receivables: non-derivative financial assets with fixed or determinable payments or receipts, not quoted in an active market, except: (i) those which the entity intends to sell immediately or in the near term and which the entity classified as measured at fair value through profit or loss; (ii) those classified as available for sale; or (iii) those for which the Company may not recover substantially all of its initial investment for reasons other than credit deterioration. The interest earned and the foreign currency exchange variation are recognized in profit or loss. The balances are stated at acquisition cost plus interest, using the effective interest rate method. Loans and receivables include cash and banks, trade receivables, dividends receivable, and other trade receivables.

 

The Company and its subsidiaries use financial instruments for hedging purposes, applying the concepts described below:

 

·           Hedge accounting - fair value hedge: financial instruments used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the entity’s profit or loss. In the initial designation of the fair value hedge, the relationship between the hedging instrument and the hedged item is documented, including the objectives of risk management, the strategy in conducting the transaction, and the methods to be used to evaluate its effectiveness. Once the fair value hedge has been qualified as effective, the hedge item is also measured at fair value. Gains and losses from hedge instruments and hedge items are recognized in profit or loss. The hedge accounting must be discontinued when the hedge becomes ineffective.

 

·           Hedge accounting - cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect the income statements. The portion of the gain or loss on the hedging instrument that is determined to be effective relating to the effects of exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as “Valuation adjustments” while the ineffective portion is recognized in profit or loss. Gains or losses on the hedging instrument relating to the effective portion of this hedge that had been recognized directly in accumulated other comprehensive income shall be recognized in profit or loss in the period in which the hedged item is recognized in profit or loss or as initial cost of non- financial assets, in the same line of the statement that the hedged item is recognized. The hedge accounting shall be discontinued when (i) the Company cancels the hedging relationship; (ii) the hedging instrument expires; and (iii) the hedging instrument no longer qualifies for hedge accounting. When hedge accounting is discontinued, gains and losses recognized in other comprehensive income in equity are reclassified to profit or loss in the period which the hedged item is recognized in profit or loss. If the transaction hedged is canceled or is not expected to occur, the cumulative gains and losses in other comprehensive income in equity shall be recognized immediately in profit or loss.

 

17

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

·            Hedge accounting - hedge of net investments in foreign operation: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company. The portion of the gain or loss on the hedging instrument that is determined to be effective, referring to the exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as cumulative translation adjustments, while the ineffective portion and the operating costs are recognized in profit or loss. The gain or loss on the hedging instrument that has been recognized directly in accumulated other comprehensive income shall be recognized in income upon disposal of the foreign operation.

 

For further detail on financial instruments of the Company and its subsidiaries, see Note 31.

 

d.  

Trade Receivables

 

Trade receivables are recognized at the amount invoiced, adjusted to present value if applicable, and includes all direct taxes attributable to the  subsidiaries. An allowance for doubtful accounts is recorded based on estimated losses and is set at an amount deemed by management to be sufficient to cover any probable loss on realization of trade receivables (see Notes 5 and 31 - Customer Credit Risk).

 

e.  

Inventories

 

Inventories are stated at the lower of acquisition cost or net realizable value (see Note 6). The cost value of inventory is measured using the weighted average cost and includes the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production. Estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. Subsequent events related to the fluctuation of prices and costs are also considered, if relevant. If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials, or supplies that (i) do not meet the Company and its subsidiaries’ specifications, (ii) have exceeded their expiration date, or (iii) are considered slow-moving inventory. This classification is made by management with the support of its industrial and operations teams.

 

f.  

Investments

 

Investments in subsidiaries are accounted for under the equity method of accounting in the individual interim financial information of the parent company (see Notes 3.b and 11).

 

A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities. Usually the equity interest in a subsidiary is more than 50%.

 

Investments in associates and joint ventures are accounted for under the equity method of accounting in the individual and consolidated interim financial information (see Note 11).

 

An associate is an investment, in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control.

 

A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement which establish that decisions about the relevant activities of the investee require the consent from the parties that share control.

 

Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.

 

18

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

g.  

Property, Plant, and Equipment

 

Property, plant, and equipment is recognized at acquisition or construction cost, including financial charges incurred on property, plant, and equipment under construction, as well as maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission, or to restore assets (see Notes 2.m and 19), less accumulated depreciation and, when applicable, less provision for losses.

 

Depreciation is calculated using the straight-line method, over the periods mentioned in Note 12, taking into account the estimated useful lives of the assets, which are reviewed annually.

 

Leasehold improvements are depreciated over the shorter of the lease contract term and useful life of the property.

 

 

h.  

Leases

 

•   Finance Leases

 

Certain lease contracts transfer substantially all the risks and benefits associated with the ownership of an asset to the subsidiaries. These contracts are characterized as finance leases, and assets thereunder are capitalized at lease commencement at their fair value or, if lower, present value of the minimum lease payments under the contracts. The items recognized as assets are depreciated and amortized using the lower of the straight-line method over the lower of the useful lives applicable to each group of assets or the contract terms, as mentioned in Notes 12 and 13. Financial charges under the finance lease contracts are allocated to profit or loss over the lease contract term, based on the amortized cost and the effective interest rate method of the related lease obligation (see Note 14.i).

 

•   Operating Leases

 

There are lease transactions where the risks and benefits associated with the ownership of the asset are not transferred and where there is no purchase option, or the purchase option at the end of the contract is equivalent to the market value of the leased asset. Payments made under an operating lease contract are recognized as cost or expense in the income statement on a straight-line basis over the term of the lease contract (see Note 32.c).

 

i.  

Intangible Assets

 

Intangible assets include assets acquired by the Company and its subsidiaries from third parties, according to the criteria below (see Note 13):

 

 

Goodwill is carried net of accumulated amortization as of December 31, 2008, when it ceased to be amortized. Goodwill generated since January 1, 2009 is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identified assets and liabilities assumed of the acquired entity, and is tested annually for impairment. Goodwill is allocated to the business segments, which represent the lowest level that goodwill is monitored by the Company for impairment testing purposes.

 

Bonus disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as distribution rights when paid and amortized using the straight-line method according to the term of the agreement (see Note 13.v).

 

Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, over the periods mentioned in Note 13, taking into account their useful life, which is reviewed annually.

The Company and its subsidiaries have not recognized intangible assets that were generated internally. The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life (see Note 13 items i and vi).

19

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

j.  

Other Assets

 

Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary changes and changes in exchange rates incurred or less a provision for loss and, if applicable, adjustment to present value (see Note 2.u).

k.  

Financial Liabilities

 

The Company and its subsidiaries’ financial liabilities include trade payables and other payables, loans, debentures, finance leases and derivative financial instruments. Financial liabilities are classified as “financial liabilities at fair value through profit or loss” or “financial liabilities at amortized cost”. The financial liabilities at fair value through profit or loss refer to derivative financial instruments, subscription warrants, and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 2.c – Fair Value Hedge). The financial liabilities at amortized cost are stated at the initial transaction amount plus related charges and net of amortization and transaction costs. The charges are recognized in profit or loss using the effective interest rate method.

 

Transaction costs incurred and directly attributable to the activities necessary for contracting loans or for issuing bonds, as well as premiums and discounts upon issuance of debentures and other debt, are allocated to the instrument and amortized to profit or loss over its term, using the effective interest rate method (see Note 14.j). Transaction costs incurred and directly attributable to the issue of shares or other equity instruments are recognized in equity and are not amortized.

 

l.  

Income and Social Contribution Taxes on Income

 

Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates, considering the value of tax incentives. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the interim financial information. The current rates in Brazil are 25% for income tax and 9% for social contribution on net income tax. For further details about recognition and realization of IRPJ and CSLL, see Note 9.

 

For purposes of disclosure, deferred tax assets were offset against the deferred tax liability, income tax and social contribution, in the same taxable entity and the same taxation authority.

 

m.  

Provision for Asset Retirement Obligation – Fuel Tanks

 

The Company and its subsidiaries have the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when the tanks are installed. The estimated cost is recognized in property, plant, and equipment and depreciated over the respective useful lives of the tanks. The amounts recognized as a liability are monetarily restated using the National Consumer Price Index  (“IPCA”) until the respective tank is removed (see Note 19). An increase in the estimated cost of the obligation to remove the tanks could result in negative impact in future results. The estimated removal cost is reviewed and updated annually or when there is significant change in its amount and change in the estimated costs are recognized in income when they become known.

 

n.  

Provisions for Tax, Civil, and Labor Risks

 

A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss is more-likely-than-not in the opinion of management and internal and external legal counsel, and the amounts are recognized based on the evaluation of the outcomes of the legal proceedings (see Note 20).

 

o.  

Post-Employment Benefits

 

Post-employment benefits granted and to be granted to employees, retirees, and pensioners are based on an actuarial calculation prepared by an independent actuary, using the projected unit credit method (see Note 18.b). The actuarial gains and losses are recognized in cumulative other comprehensive income in the “Valuation adjustments” and presented in the statement of shareholders’ equity. Past service cost is recognized in the income statement.

 

20

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

p.  

Other Liabilities

 

Other liabilities are stated at known or measurable amounts plus, if applicable, related charges, monetary restatement, and changes in exchange rates incurred. When applicable, other liabilities are recognized at present value, based on interest rates that reflect the term, currency, and risk of each transaction.

 

q.  

Foreign Currency Transactions

 

Foreign currency transactions carried out by the Company or its subsidiaries are remeasured into their functional currency at the exchange rate prevailing at the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate at the date of the reporting period. The effect of the difference between those exchange rates is recognized in profit or loss until the conclusion of each transaction.

 

r.  

Basis for Translation of Interim Financial Information of Foreign Subsidiaries

 

Assets and liabilities of the foreign subsidiaries, denominated in currencies other than that of the Company (functional currency: Brazilian Real), which have administrative autonomy, are translated using the exchange rate at the end of the reporting period. Revenues and expenses are translated using the average exchange rate of each period and shareholders’ equity is translated at the historic exchange rate of each transaction affecting shareholders’ equity. Gains and losses resulting from changes in these foreign investments are directly recognized in shareholders’ equity in cumulative other comprehensive income in the “cumulative translation adjustments” and will be recognized in profit or loss if these investments are disposed of. The balance in cumulative other comprehensive income and presented in the shareholders’ equity as cumulative translation adjustments as of September 30, 2017 was a gain of R$ 9,085 (gain of R$ 7,519 as of December 31, 2016) - see Note 23.f - Cumulative Translation Adjustments.

 

The foreign subsidiaries with functional currency different from the Company and which have administrative autonomy are listed below:

 

Subsidiary

Functional currency

Location

 

 

 

Oxiteno México S.A. de C.V.

Mexican Peso

Mexico

   Oxiteno Servicios Corporativos S.A. de C.V.

Mexican Peso

Mexico

   Oxiteno Servicios Industriales de C.V.

Mexican Peso

Mexico

   Oxiteno USA LLC

U.S. Dollar

United States

Oxiteno Andina, C.A.

Bolivar

Venezuela

Oxiteno Uruguay S.A.

U.S. Dollar

Uruguay

 

The subsidiary Oxiteno Uruguay S.A. (“Oxiteno Uruguay”) determined its functional currency as the U.S. dollar (“US$”), as its inventory sales, purchases of raw material inputs, and financing activities are performed substantially in this currency.

 

According to IAS 29, Venezuela is classified as a hyperinflationary economy. As a result, the financial information of Oxiteno Andina, C.A. (“Oxiteno Andina”) was adjusted by the Venezuelan Consumer Price Index.

 

On May 19, 2017, the Venezuelan Central Bank issued Foreign Exchange Regulation No. 38, altering the Venezuelan foreign exchange markets and regulating the legally recognized types of exchange rates:

 

a) DIPRO - Tipo de Cambio Protegido (Exchange Protected): Bolivar (“VEF”) is traded at an exchange rate of 9.975 VEF/US$ for purchase and 10.00 VEF/US$ for sale. This rate is applied to importation of essential goods (medicines and food) and raw materials and inputs related to the production of these sectors, which transactions are channeled through CENCOEX - Centro Nacional de Comercio Exterior en Venezuela;

b) DICOM - Tipo de Cambio Complementario Flotante de Mercado Supplemental (Floating Market Exchange): Bolivar is traded at the variable exchange rate of 3,345.00 VEF/US$ for sale and 3,336.64 VEF/US$ for purchase on September 30, 2017. This rate is applied to all unforeseen currency settlement transactions not expressly set forth in the Foreign Exchange Regulation, which transactions are processed through alternative currency markets.

 

21

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Due to the political and economic situation in Venezuela, the Company’s management uses the DICOM exchange rate in the translation.

Assets and liabilities of the other foreign subsidiaries, which do not have administrative autonomy, are considered an extension of the activities of their parent company and are translated using the exchange rate at the end of the reporting period. Gains and losses resulting from changes in these foreign investments are directly recognized as financial income or loss. The gain recognized in income for the nine-month period ended September 30, 2017 amounted to R$ 2,667 (R$ 5,574 gain for the nine-month period ended September 30, 2016).

s.  

Use of Estimates, Assumptions and Judgments

The preparation of the interim financial information requires the use of estimates, assumptions, and judgments for the accounting of certain assets, liabilities, and income. Therefore, the Company’s and subsidiaries’ management use the best information available at the time of preparation of the interim financial information, as well as the experience of past and current events, also considering assumptions regarding future events. The interim financial information therefore include estimates, assumptions, and judgments related mainly to determining the fair value of financial instruments (Notes 2.c, 2.k, 4, 14 and 31), the determination of the allowance for doubtful accounts (Notes 2.d, 5 and 31), the determination of provisions for losses of inventories (Notes 2.e and 6), the determination of deferred income taxes amounts (Notes 2.l and 9), the determination of control in subsidiaries (Notes 2.f, 2.r, 3 and 11.a), the determination of joint control in joint venture (Notes 2.f, 11.a and 11.b), the determination of significant influence in associates (Notes 2.f and 11.c), the determination of exchange rate used to translation of Oxiteno Andina’ information (Note 2.r), the useful lives of property, plant, and equipment (Notes 2.g and 12), the useful lives of intangible assets, and the determination of the recoverable amount of goodwill (Notes 2.i and 13), provisions for assets retirement obligations (Notes 2.m and 19), provisions for tax, civil, and labor risks (Notes 2.n and 20), estimates for the preparation of actuarial reports (Notes 2.o and 18.b) and the determination of fair value of subscription warrants – indemnification (Notes 22 and 31). The actual result of the transactions and information may differ from their estimates.

 

t.  

Impairment of Assets

 

The Company and its subsidiaries review, at least annually, the existence of any indication that an asset may be impaired. If there is an indication, the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash flow from continuous use and that are largely independent of cash flows of other assets (cash generating units “CGU”). The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling costs and their value in use.

 

The fair value less costs of disposal is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.

 

To assess the value in use, the Company and its subsidiaries consider the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors. Such cash flows are discounted to their present values ​​using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses may be reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.

 

No impairment was recognized in the periods presented (see Note 13.i).

 

22

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

u.  

Adjustment to Present Value

The Company and its subsidiaries reviewed all items classified as non-current and, when relevant, current assets and liabilities. No recognition of present value adjustments that would have relevant effects were identified.

 

v.  

Business Combination

A business combination is accounted applying the acquisition method. The cost of the acquisition is measured based on the consideration transferred and to be transferred, measured at fair value at the acquisition date. In a business combination, the assets acquired and liabilities assumed are measured in order to classify and allocate them accordingly to the contractual terms, economic circumstances and relevant conditions on the acquisition date. The non-controlling interest in the acquired is measured at fair value or based on its interest in identifiable net assets acquired. Goodwill is measured as the excess of the consideration transferred and to be transferred over the fair value of net assets acquired (identifiable assets and liabilities assumed, net). After the initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to the Company’s operating segments. When the cost of the acquisition is lower than the fair value of net assets acquired, a gain is recognized directly in the income statement. Costs related to the acquisition are recorded in the income statement when incurred.

 

w.  

Statements of Value Added

As required by Brazilian Corporate Law, the Company and its subsidiaries prepare the individual and consolidated statements of value added (“DVA”) according to CPC 09 – Statement of Value Added, as an integral part of the interim financial information as applicable to publicly-traded companies, and as supplemental information for IFRS, which does not require the presentation of DVA.

 

x.  

Statements of Cash Flows

The Company and its subsidiaries prepared its individual and consolidated statements of cash flows in accordance with IAS 7 (CPC 03) - Cash Flow Statement. The Company and its subsidiaries present the interest paid on loans and debentures in financing activities.

y.  

Adoption of the Pronouncements Issued by CPC and IFRS

The following standards, amendments, and interpretations to IFRS were issued by the IASB but are not yet effective and were not adopted as of September 30, 2017:

 

 

 

 

Equivalent CPC

Effective  

date

•    IAS 7 – Disclosure Initiative – Amendments to IAS 7: clarifications made by the IASB related to liabilities arising from financing activities.

 

 

03 (R2)

2017

•    IAS 12 – Recognition of Deferred Tax Assets for Unrealised Losses – Amendments to IAS 12: clarifications made by the IASB on the recognition of deferred tax assets on unrealised losses.

 

 

32

2017

•    IFRS 9 Financial instrument classification and measurement: includes new requirements for the classification and measurement of financial assets and liabilities, derecognition requirements, new impairment methodology for financial instruments, and new hedge accounting guidance.

 

 

48

 

2018

•    IFRS 15 - Revenue from contracts with customers: establish the principles of nature, amount, timing and uncertainty of revenue and cash flow arising from a contract with a customer.

 

 

47

 

2018

•    IFRS 16 - Lease: requires lessees record, in the financial statements, a liability reflecting future payments of a lease and the right to use an asset for the lease contracts, except for certain short-term leases and low asset value contracts. The criteria for recognition and measurement of leases in the financial statements of lessors are substantially maintained.

 

06 (R2)*

 

2019

 

(*) CPC has not yet issued pronouncements equivalent to this IFRS, but is expected to do so before the date it becomes effective. The adoption of IFRS is subject to prior approval by the CVM.

23

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

The Company is assessing the potential effects of these standards.

 

z.  

Authorization for Issuance of the Interim Financial Information

 

These interim financial information were authorized for issue by the Board of Directors on November 8, 2017.

 

3.        Principles of Consolidation, Investments in Subsidiaries and Acquisition Under Approval

 

a)       Principles of Consolidation

 

The consolidated interim financial information were prepared following the basic principles of consolidation established by IFRS 10 (CPC 36 (R3)). Investments of one company in another, balances of asset and liability accounts, and revenues and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated shareholders’ equity and net income.

 

Consolidation of a subsidiary begins when the parent company obtains direct or indirect control over a company and ceases when the parent company loses control of a company. Income and expenses of a subsidiary acquired are included in the consolidated income statement and other comprehensive income from the date the parent company gains the control. Income and expenses of a subsidiary, in which the parent company loses control, are included in the consolidated income statement and other comprehensive income until the date the parent company loses control.

 

When necessary, adjustments are made to the interim financial information of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.

 

24

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

b)       Investments in Subsidiaries

The consolidated interim financial information include the following direct and indirect subsidiaries:

 

       

% interest in the share

 

 

 

 

09/30/2017

 

12/31/2016

       

Control

 

Control

 

Location

Segment

 

Direct control

 

Indirect control

 

Direct control

 

Indirect control

Ipiranga Produtos de Petróleo S.A.

Brazil

Ipiranga

 

100

 

-

 

100

 

-

am/pm Comestíveis Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Centro de Conveniências Millennium Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

   Icorban - Correspondente Bancário Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading Limited

Virgin Islands

Ipiranga

 

-

 

100

 

-

 

100

Tropical Transportes Ipiranga Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Imobiliária Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Logística Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Oil Trading Importadora e Exportadora Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Lubrificantes S.A.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Integra Frotas Ltda. (1)

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Companhia Ultragaz S.A.

Brazil

Ultragaz

 

-

 

99

 

-

 

99

  Ultragaz Comercial Ltda. (2)

Brazil

Ultragaz

 

-

 

100

 

-

 

-

Bahiana Distribuidora de Gás Ltda.

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Utingás Armazenadora S.A.

Brazil

Ultragaz

 

-

 

57

 

-

 

57

LPG International Inc.

Cayman Islands

Ultragaz

 

-

 

100

 

-

 

100

Imaven Imóveis Ltda.

Brazil

Others

 

-

 

100

 

-

 

100

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

Brazil

Extrafarma

 

-

 

100

 

-

 

100

Oxiteno S.A. Indústria e Comércio

Brazil

Oxiteno

 

100

 

-

 

100

 

-

Oxiteno Nordeste S.A. Indústria e Comércio

Brazil

Oxiteno

 

-

 

99

 

-

 

99

Oxiteno Argentina Sociedad de Responsabilidad Ltda.

Argentina

Oxiteno

 

-

 

100

 

-

 

100

Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.

Brazil

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Uruguay S.A.

Uruguay

Oxiteno

 

-

 

100

 

-

 

100

Barrington S.L.

Spain

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno México S.A. de C.V.

Mexico

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Servicios Corporativos S.A. de C.V.

Mexico

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Servicios Industriales S.A. de C.V.

Mexico

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno USA LLC

United States

Oxiteno

 

-

 

100

 

-

 

100

Global Petroleum Products Trading Corp.

Virgin Islands

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Overseas Corp.(3)

Virgin Islands

Oxiteno

 

-

 

-

 

-

 

100

Oxiteno Andina, C.A.

Venezuela

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Europe SPRL

Belgium

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Colombia S.A.S

Colombia

Oxiteno

 

-

 

100

 

-

 

100

Oxiteno Shanghai LTD.

China

Oxiteno

 

-

 

100

 

-

 

100

Empresa Carioca de Produtos Químicos S.A.

Brazil

Oxiteno

 

-

 

100

 

-

 

100

Ultracargo - Operações Logísticas e Participações Ltda.

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Terminal Químico de Aratu S.A. – Tequimar

Brazil

Ultracargo

 

-

 

99

 

-

 

99

Ultrapar International S.A.

Luxembourg

Others

 

100

 

-

 

100

 

-

SERMA - Ass. dos usuários equip. proc. de dados

Brazil

Others

 

-

 

100

 

-

 

100

 

The percentages in the table above are rounded.

 

(1)       The main objective of Integra Frotas Ltda. is the management of fleets and fuel supplies.

(2)       Ultragaz Comercial Ltda. may concentrate some activities currently executed by its quotaholders.

(3)       In April 2017, in order to simplify the corporate structure, the Oxiteno Overseas Corp. was merged into Global Petroleum Products Trading Corporation (“GPPTC”).

25

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

c)       Association in Progress

On August 4, 2016, the Company through its subsidiary Ipiranga Produtos de Petróleo S.A. (“IPP”) entered into an association agreement with Chevron Brasil Lubrificantes Ltda. (“Chevron”) to create a new company in the lubricants market. Under this agreement, the association will be formed by Ipiranga’s and Chevron’s lubricants operations in Brazil. Ipiranga and Chevron will hold 56% and 44%, respectively, of the new company’s capital. On February 9, 2017, this transaction was approved without restrictions through an opinion issued by the General Superintendence (“SG”) of the Brazilian Antitrust Authority (“CADE”). The decision of the SG was published in the Brazilian Federal Official Gazette on February 10, 2017. On March 2, 2017, CADE issued a certificate approving the decision published on February 10, 2017. The closing of the association is in progress and is subject to certain usual conditions precedent in transactions of similar nature.

 

d)       Acquisition Under Approval

On November 17, 2016, the Company through its subsidiary Companhia Ultragaz S.A. (“Cia Ultragaz”), entered into a sale and purchase agreement for the acquisition of 100% of the capital stock of Liquigás Distribuidora S.A (“Liquigás”). The total transaction amount is R$ 2,665 million and will be adjusted by the Interbank Certificate of Deposit (“CDI”), between the execution date and transaction closing date. The amount will still be subject to adjustments related to the variations in Liquigás’ working capital and net debt between December 31, 2015 and the closing date of the transaction. On January 23, 2017, the Extraordinary General Shareholders’ Meeting (“EGM”) of Ultrapar approved the transaction. The closing of the acquisition is subject to certain usual conditions precedent in transactions of similar nature, mainly the approval by CADE.

 

e)       Unrealized Acquisition

On June 12, 2016, the Company through its subsidiary IPP entered into a sale and purchase agreement for the acquisition of 100% of Alesat Combustíveis S.A. (“ALE”) and the assets comprising its operations. The total transaction amount was R$ 2,168 million, which would be reduced by ALE’s net debt as of December 31, 2015 and is subject to working capital and net debt adjustments on the closing date of the transaction. On August 3, 2016, the EGM  of Ultrapar approved the transaction. The closing of the acquisition was subject to certain usual conditions precedent in transactions of similar nature, mainly the approval by CADE.  On August 2, 2017, the Court of Appeals of CADE voted the transaction and despite all the efforts endeavored by the applicants throughout the analysis of the Concentration Act and the negotiations conducted with the Court of Appeals, the Court blocked the transaction. The contract is automatically resolved without any penalty from either party.

 

 

26

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

4.      Cash and Cash Equivalents and Financial Investments

 

Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of first-rate financial institutions linked to the CDI, in repurchase agreement and in short term investments funds, whose portfolio comprised exclusively of Brazilian Federal Government bonds; (ii) outside Brazil, in certificates of deposit of first-rate financial institutions and in short term investments funds, whose portfolio comprised of Federal Government bonds; and (iii) in currency and interest rate hedging instruments.

 

The financial assets were classified in Note 31, according to their characteristics and intention of the Company and its subsidiaries.

 

The balance of cash, cash equivalents and financial investments (consolidated) amounted to R$ 6,355,817 as of September 30, 2017 (R$ 5,701,849 as of December 31, 2016) and are distributed as follows:

 

 

 

·         ·

Cash and Cash Equivalents

 

Cash and cash equivalents are considered: (i) cash and bank deposits, and (ii) highly-liquid short-term investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value.

 

 

Parent

 

Consolidated

 

09/30/2017

 

12/31/2016

 

09/30/2017

 

12/31/2016

 

 

 

 

 

 

 

 

Cash and bank deposits

 

     

 

   

In local currency

225

 

84

 

74,584

 

47,177

In foreign currency

-

 

-

 

102,796

 

66,141

 

 

 

 

 

 

 

 

Financial investments considered cash equivalents

 

     

 

   

In local currency

 

 

 

 

 

 

 

Fixed-income securities

59,206

 

127,860

 

4,737,354

 

3,837,807

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities

-

 

-

 

38,485

 

323,033

 

 

 

 

 

 

 

 

Total cash and cash equivalents

59,431

 

127,944

 

4,953,219

 

4,274,158

 

 

27

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

·         ·

Financial Investments

The financial investments of the Company and its subsidiaries, which are not classified as cash and cash equivalents, are distributed as follows:

 

 

Parent

 

Consolidated

 

09/30/2017

 

12/31/2016

 

09/30/2017

 

12/31/2016

 

 

 

 

 

 

 

 

Financial investments

 

     

 

   

In local currency

 

 

 

 

 

 

 

Fixed-income securities and funds

19,280

 

1,052

 

1,248,183

 

1,174,458

 

 

 

 

 

 

 

 

In foreign currency

 

     

 

   

Fixed-income securities and funds

-

 

-

 

116,475

 

34,775

 

 

     

 

   

Currency and interest rate hedging instruments (a)

-

 

-

 

37,940

 

218,458

 

 

     

 

   

Total financial investments

19,280

 

1,052

 

1,402,598

 

1,427,691

 

 

     

 

   

Current

19,280

 

1,052

 

1,306,497

 

1,412,587

 

 

     

 

   

Non-current

-

 

-

 

96,101

 

15,104

 

 

(a) Accumulated gains, net of income tax (see Note 31).

 

 

28

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

5.      Trade Receivables (Consolidated)

 

The composition of trade receivables is as follows:

 

   

09/30/2017

 

12/31/2016

 

 

 

 

 

Domestic customers

 

3,666,327

 

3,315,783

Reseller financing - Ipiranga

 

574,172

 

466,277

Foreign customers

 

199,954

 

180,679

(-) Allowance for doubtful accounts

 

(277,156)

 

(233,332)

   

 

   

Total

 

4,163,297

 

3,729,407

   

 

   

Current

 

3,893,939

 

3,502,322

   

 

   

Non-current

 

269,358

 

227,085

 

 

Reseller financing is provided for renovation and upgrading of service stations, purchase of products, and development of the automotive fuels and lubricants distribution market.

 

 

The breakdown of trade receivables, gross of allowance for doubtful accounts, is as follows:

  

         

Past due

 

Total

 

Current

 

less than 30 days

 

31-60 days

 

61-90 days

 

91-180 days

 

more than 180 days

     

 

 

 

 

 

 

 

 

 

 

 

09/30/2017

4,440,453

 

3,658,457

 

142,024

 

55,698

 

28,941

 

89,383

 

465,950

                           

12/31/2016

3,962,739

 

3,326,934

 

167,790

 

44,152

 

23,738

 

60,150

 

339,975

 

Movements in the allowance for doubtful accounts are as follows:

 

Balance as of December 31, 2016

233,332

Additions

50,683

Write-offs

(6,859)

Balance as of September 30, 2017

277,156

 

 

For further information about allowance for doubtful accounts see Note 31 – Customer credit risk.

 

29

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

6.      Inventories (Consolidated)

 

 The composition of inventories is as follows:

 

 

09/30/2017

 

12/31/2016

 

Cost

 

Provision
for losses

 

Net balance

 

Cost

 

Provision
for losses

 

Net balance

                       

Finished goods

409,425

 

(23,096)

 

386,329

 

425,335

 

(19,801)

 

405,534

Work in process

1,505

 

-

 

1,505

 

2,011

 

-

 

2,011

Raw materials

294,453

 

(1,422)

 

293,031

 

246,974

 

(1,147)

 

245,827

Liquefied petroleum gas (LPG)

101,125

 

(6,840)

 

94,285

 

71,466

 

(5,761)

 

65,705

Fuels, lubricants, and greases

1,579,586

 

(3,528)

 

1,576,058

 

1,317,042

 

(2,851)

 

1,314,191

Consumable materials and other items for resale

135,844

 

(8,011)

 

127,833

 

138,610

 

(7,619)

 

130,991

Pharmaceutical, hygiene, and beauty products

346,510

 

(10,597)

 

335,913

 

352,187

 

(9,985)

 

342,202

Advances to suppliers

126,365

 

-

 

126,365

 

228,871

 

-

 

228,871

Properties for resale

26,674

 

(107)

 

26,567

 

25,982

 

(107)

 

25,875

 

 

 

 

 

 

           

 

3,021,487

 

(53,601)

 

2,967,886

 

2,808,478

 

(47,271)

 

2,761,207

 

 

Movements in the provision for losses are as follows:

 

Balance as of December 31, 2016

47,271

Additions to net realizable value adjustment

2,151

Additions of obsolescence and other losses

4,179

Balance as of September 30, 2017

53,601

 

 

 

The breakdown of provisions for losses related to inventories is shown in the table below:

 

 

09/30/2017

 

12/31/2016

 

 

 

 

Net realizable value adjustment

28,681

 

26,530

Obsolescence and other losses

24,920

 

20,741

 

 

 

 

Total

53,601

 

47,271

 

 

 

30

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

7.      Recoverable Taxes

 

Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (COFINS), Social Integration Program (PIS), Income Tax (IRPJ), and Social Contribution (CSLL).

 

 

Parent

 

Consolidated

 

09/30/2017

 

12/31/2016

 

09/30/2017

 

12/31/2016

IRPJ and CSLL

80,842

 

72,630

 

252,975

 

195,276

ICMS

-

 

-

 

544,459

 

459,255

Provision for ICMS losses (1)

-

 

-

 

(72,287)

 

(68,683)

PIS and COFINS

-

 

-

 

191,646

 

109,552

Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno Andina, Oxiteno Uruguay and Ultrapar International

-

 

-

 

22,275

 

22,121

Others

-

 

-

 

12,889

 

6,868

 

 

     

 

   

Total

80,842

 

72,630

 

951,957

 

724,389

 

 

     

 

   

Current

31,067

 

37,620

 

667,640

 

541,772

 

 

     

 

   

Non-current

49,775

 

35,010

 

284,317

 

182,617

 

 (1) The provision for ICMS losses relates to tax credits that the subsidiaries believe will not be utilized or offset in the future, based on its estimative, and its movements are as follows:

 

Balance as of December 31, 2016

 

68,683

Write-offs, additions and reversals, net

 

3,604

Balance as of September 30, 2017

 

72,287

 

 

 

 

31

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

8.     Related Parties

 

 

a.

Related Parties

 

·         ·

Parent Company

 

 

 

Assets

 

Liabilities

   

 

Debentures (1)

 

Account payable

 

Financial income(1)

 

 

 

 

 

 

Ipiranga Produtos de Petróleo S.A.

784,744

 

-

 

69,322

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

-

 

3,536

 

-

 

 

 

 

 

 

Total as of September 30, 2017

784,744

 

3,536

 

69,322

 

 

 

 

Assets

 

Liabilities

   

 

Debentures (1)

 

Account payable

 

Financial income (1)(2)

 

 

 

 

 

 

Ipiranga Produtos de Petróleo S.A.

772,425

 

-

 

98,938

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

-

 

679

 

-

 

 

 

 

 

 

Total as of December 31, 2016

772,425

 

679

 

 

Total as of September 30, 2016

98,938

 

 

(1) In March 2016, the subsidiary IPP made ​​its third private offering in one single series of 75 debentures at face value of R$ 10,000,000.00 (ten million Brazilian Reais) each, nonconvertible into shares and unsecured. The Company subscribed the total debentures with maturity on March 31, 2021 and semiannual interest linked to CDI.

 

(2) In March 2009, the subsidiary IPP made ​​its first private offering in a single series of 108 debentures at face value of R$ 10,000,000.00 (ten million Brazilian Reais), nonconvertible into shares, unsecured debentures. The Company subscribed 75 debentures with maturity on March 31, 2016 and semiannual remuneration linked to CDI. The debentures subscribed by Ultrapar were settled on the maturity date.

 

32

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

·          ·

Consolidated

 

Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this note. The balances and transactions between the Company and its subsidiaries with other related parties are disclosed below:

 

 

Loans

 

Commercial transactions

 

Assets

 

Liabilities

 

Receivables(1)

 

Payables(1)

               

Oxicap Indústria de Gases Ltda.

-

 

-

 

-

 

1,674

Química da Bahia Indústria e Comércio S.A.

-

 

2,946

 

-

 

-

ConectCar Soluções de Mobilidade Eletrônica S.A.

-

 

-

 

10,245

 

72

Refinaria de Petróleo Riograndense S.A.

-

 

-

 

-

 

17,357

Others

490

 

1,294

 

-

 

-

 

 

 

 

 

 

 

 

Total as of September 30, 2017

490

 

4,240

 

10,245

 

19,103

 

 

 

Loans

 

Commercial transactions

 

Assets

 

Liabilities

 

Receivables(1)

 

Payables(1)

               

Oxicap Indústria de Gases Ltda.

-

 

-

 

-

 

1,534

Química da Bahia Indústria e Comércio S.A.

-

 

2,946

 

-

 

-

ConectCar Soluções de Mobilidade Eletrônica S.A.

-

 

-

 

7,259

 

5,820

Refinaria de Petróleo Riograndense S.A.

-

 

-

 

-

 

18,186

Others

490

 

1,326

 

-

 

-

 

 

 

 

 

 

 

 

Total as of December 31, 2016

490

 

4,272

 

7,259

 

25,540

 

(1)       Included in “trade receivables” and “trade payables,” respectively.

 

 

Commercial transactions

 

Sales and services

 

Purchases

Oxicap Indústria de Gases Ltda

5

 

13,459

Refinaria de Petróleo Riograndense S.A.

-

 

694,497

ConectCar Soluções de Mobilidade Eletrônica S.A.

5,394

 

802

Total as of September 30, 2017

5,399

 

708,758

 

 

Commercial transactions

 

Sales and services

 

Purchases

Oxicap Indústria de Gases Ltda.

5

 

13,550

Refinaria de Petróleo Riograndense S.A.

-

 

746,716

ConectCar Soluções de Mobilidade Eletrônica S.A.

8,016

 

-

Total as of September 30, 2016

8,021

 

760,266

 

 

 

 

 

33

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on similar market prices and terms with customers and suppliers with comparable operational performance. The above operations related to ConectCar Soluções de Mobilidade Eletrônica S.A. (“ConectCar”) refer to services provided. Borrowing agreements are for an indeterminate period and do not contain interest clauses. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, which is why no allowance for doubtful accounts or collateral is provided. Collateral provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 14.k). Intercompany loans are contracted in light of temporary cash surpluses or deficits of the Company, its subsidiaries, and its associates.

 

b.

Key executives (Consolidated)

 

The Company’s compensation strategy combines short and long-term elements, following the principles of alignment of interests and of maintaining a competitive compensation, and is aimed at retaining key officers and remunerating them adequately according to their attributed responsibilities and the value created to the Company and its shareholders.

 

Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility, and his/her position’s complexity, and includes salary and benefits such as medical coverage, check-up, life insurance, and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. In addition, the chief executive officer in office until October 2, 2017 was entitled to additional long term variable compensation, which was terminated with the succession of the chief executive officer announced by  the Company in June, 2017. Further details about the Deferred Stock Plan are contained in Note 8.c) and about post-employment benefits in Note 18.b).

 

The Company and its subsidiaries recognized expenses for compensation of its key executives (Company’s directors and executive officers) as shown below:

 

 

09/30/2017

 

09/30/2016

       

Short-term compensation

35,011

 

31,671

Stock compensation

4,384

 

4,137

Post-employment benefits

2,539

 

2,510

Termination benefit

8,934

 

-

Long-term compensation

(6,459)

 

1,859

Total

44,409

 

40,177

 

  

 

 

34

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

c.

Deferred Stock Plan (Consolidated)

 

On April 27, 2001, the General Shareholders’ Meeting approved a benefit plan to members of management and employees in executive positions in the Company and its subsidiaries. On November 26, 2003, the EGM approved certain amendments to the original plan of 2001 (the “Deferred Stock Plan”). In the Deferred Stock Plan, certain members of management of the Company and its subsidiaries have the voting and economic rights of shares and the ownership of these shares is retained by the subsidiaries of the Company. The Deferred Stock Plan provides for the transfer of the ownership of the shares to those eligible members of management after five to seven years from the initial concession of the rights subject to uninterrupted employment of the participant during the period. The total number of shares to be used for the Deferred Stock Plan is subject to the availability in treasury of such shares. It is incumbent on Ultrapar’s executive officers to select the members of management eligible for the plan and propose the number of shares in each case for approval by the Board of Directors. The fair value of the awards were determined on the grant date based on the market value of the shares on the B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five and seven years from the grant date.

 

The table below summarizes shares granted to the Company and its subsidiaries’ management:

 

Grant date

Balance of number of shares granted

 

Vesting period

 

Market price of shares on the grant date (in R$ per share)

 

Total grant  costs, including taxes

 

Accumulated recognized grant costs

 

Accumulated unrecognized grant costs

 

 

 

 

 

 

 

 

 

 

 

 

March 13, 2017

100,000

 

2022 to 2024

 

67.99

 

9,378

 

(929)

 

8,449

March 4, 2016

190,000

 

2021 to 2023

 

65.43

 

17,147

 

(4,611)

 

12,536

December 9, 2014

590,000

 

2019 to 2021

 

50.64

 

41,210

 

(19,831)

 

21,379

March 5, 2014

83,400

 

2019 to 2021

 

52.15

 

5,999

 

(3,651)

 

2,348

February 3, 2014

150,000

 

2018 to 2020

 

55.36

 

11,454

 

(8,633)

 

2,821

November 7, 2012

320,000

 

2017 to 2019

 

42.90

 

19,098

 

(15,975)

 

3,123

December 14, 2011

80,000

 

2016 to 2018

 

31.85

 

5,272

 

(4,930)

 

342

November 10, 2010

86,672

 

2015 to 2017

 

26.78

 

9,602

 

(9,564)

 

38

 

1,600,072

         

119,160

 

(68,124)

 

51,036

 

 

For the nine-month period ended September 30, 2017, the amortization in the amount of R$ 14,056 (R$ 13,809 for the nine-month period ended September 30, 2016) was recognized as a general and administrative expense.

 

The table below summarizes the changes of number of shares granted:

 

Balance as of December 31, 2016

1,500,072

Shares granted on March 13, 2017

100,000

Balance as of September 30, 2017

1,600,072

 

 

35

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

9.      Income and Social Contribution Taxes

 

a. 

Deferred Income and Social Contribution Taxes

 

The Company and its subsidiaries recognize deferred tax assets and liabilities which are not subject to the statute of limitations, resulting from tax loss carryforwards, temporary differences, negative tax bases and revaluation of property, plant, and equipment, among others. Deferred tax assets are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:

 

 

Parent

 

Consolidated

 

09/30/2017

 

12/31/2016

 

09/30/2017

 

12/31/2016

 

 

 

 

 

 

 

 

Assets - Deferred income and social contribution taxes on:

 

           

Provision for impairment of assets

-

 

-

 

50,283

 

46,254

Provisions for tax, civil, and labor risks

-

 

29

 

139,352

 

163,096

Provision for post-employment benefits

-

 

-

 

56,667

 

54,185

Provision for differences between cash and accrual basis

-

 

-

 

41,721

 

18,452

Goodwill

-

 

-

 

15,131

 

17,823

Business combination – fiscal basis vs. accounting basis of goodwill

-

 

-

 

68,207

 

68,064

Provision for asset retirement obligation

-

 

-

 

23,559

 

23,419

Other provisions

29,380

 

22,433

 

150,861

 

136,463

Tax losses and negative basis for social contribution carryforwards (d)

-

 

-

 

125,536

 

78,682

 

 

     

 

   

Total

29,380

 

22,462

 

671,317

 

606,438

Offset the liabilities balance

(499)

 

-

 

(196,869)

 

(189,094)

Net balance of assets

28,881

 

22,462

 

474,448

 

417,344

 

 

 

 

 

 

 

 

Liabilities - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Revaluation of property, plant, and equipment

-

 

-

 

2,549

 

2,640

Lease

-

 

-

 

3,503

 

3,899

Provision for differences between cash and accrual basis

-

 

-

 

19,032

 

59,264

Provision for goodwill/negative goodwill

-

 

-

 

117,582

 

74,895

Business combination – fair value of assets

-

 

-

 

45,611

 

46,202

Temporary differences of foreign subsidiaries

-

 

-

 

4,018

 

2,290

Other provisions

499

 

-

 

8,002

 

7,549

 

 

 

 

 

 

 

 

Total

499

 

-

 

200,297

 

196,739

Offset the assets balance

(499)

 

-

 

(196,869)

 

(189,094)

Net balance of liabilities

-

 

-

 

3,428

 

7,645

 

 

 

36

 

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Changes in the net balance of deferred IRPJ and CSLL are as follows:

 

 

09/30/2017

 

09/30/2016

 

 

 

 

Initial balance

409,699

 

292,989

Deferred IRPJ and CSLL recognized in income of the period

89,538

 

63,842

Deferred IRPJ and CSLL recognized in other comprehensive income

(29,288)

 

8,637

Others

1,071

 

(3,071)

 

 

 

 

Final balance

471,020

 

362,397

 

 

The estimated recovery of deferred tax assets relating to IRPJ and CSLL is stated as follows:

 

 

Parent

 

Consolidated

 

 

 

 

Up to 1 Year

19

 

198,014

From 1 to 2 Years

9,787

 

72,425

From 2 to 3 Years

9,787

 

55,014

From 3 to 5 Years

9,787

 

143,409

From 5 to 7 Years

-

 

145,161

From 7 to 10 Years

-

 

57,294

 

 

 

 

Total of deferred tax assets relating to IRPJ and CSLL

29,380

 

671,317

 

 

37

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

b. 

Reconciliation of Income and Social Contribution Taxes

 

IRPJ and CSLL are reconciled to the statutory tax rates as follows:

 

 

Parent

 

Consolidated

 

09/30/2017

 

09/30/2016

 

09/30/2017

 

09/30/2016

 

             

Income (loss) before taxes and share of profit (loss) of subsidiaries, joint ventures, and associates

(14,084)

 

(32,846)

 

1,755,972

 

1,628,328

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

4,789

 

11,168

 

(597,030)

 

(553,632)

Adjustments to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses (i)

(499)

 

(156)

 

(38,879)

 

(33,434)

Nontaxable revenues (ii)

1

 

11

 

833

 

1,694

Adjustment to estimated income (iii)

-

 

-

 

8,381

 

11,347

Interest on equity (iv)

(550)

 

(364)

 

(550)

 

(364)

Other adjustments

17

 

9

 

1,284

 

3,734

Income and social contribution taxes before tax incentives

3,758

 

10,668

 

(625,961)

 

(570,655)

 

 

 

 

 

 

 

 

Tax incentives - SUDENE

-

 

-

 

27,010

 

71,998

Income and social contribution taxes in the income statement

3,758

 

10,668

 

(598,951)

 

(498,657)

 

 

 

 

 

 

 

 

Current

(2,661)

 

(5,349)

 

(688,489)

 

(562,499)

Deferred

6,419

 

16,017

 

89,538

 

63,842

 

 

 

 

 

 

 

 

Effective IRPJ and CSLL rates - %

26.7

 

32.5

 

34.1

 

30.6

 

 

 

 

 

 

 

 

 

 

(i)                   Nondeductible expenses consist of certain expenses that cannot be deducted for tax purposes under applicable tax legislation, such as expenses with fines, donations, gifts, losses of assets, negative effects of foreign subsidiaries and certain provisions;

 

(ii)                 Nontaxable revenues consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions;

 

(iii)                Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution taxes are calculated on a basis equal to 32% of operating revenues, as opposed to being calculated based on the effective taxable income of these subsidiaries. The adjustment to estimated income represents the difference between the taxation under this alternative method and the income and social contribution taxes that would have been paid based on the effective statutory rate applied to the taxable income of these subsidiaries; and

 

(iv)               Interest on equity is an option foreseen in Brazilian corporate law to distribute profits to shareholders, calculated based on the long-term interest rate (“TJLP”), which does not affect the income statement, but is deductible for purposes of IRPJ and CSLL.

 

 

38

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

c.

Tax Incentives - SUDENE

 

The following subsidiaries are entitled to federal tax benefits providing for IRPJ reduction under the program for development of northeastern Brazil operated by the Superintendence for the Development of the Northeast (“SUDENE”):

 

Subsidiary

Units

Incentive - %

Expiration

 

 

 

 

 

 

 

 

 

     

 Bahiana Distribuidora de Gás Ltda.

Aracaju base

75

2017

 

Suape base

75

2018

 

Mataripe base

75

2024

 

Caucaia base

75

2025

 

     

Terminal Químico de Aratu S.A. – Tequimar

Suape terminal

75

2020

 

Aratu terminal

75

2022

 

Itaqui terminal (1)

75

2025

 

 

 

 

Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.

Camaçari plant

75

2021

 

Oxiteno Nordeste S.A. Indústria e Comércio

Camaçari plant (2)

75

2016

 

 (1) Due to the implementation of the Itaqui Terminal, in São Luis – Maranhão, SUDENE approved the 75% income tax reduction until 2025 through an appraisal report issued on November 4, 2016. On November 28, 2016, the constitutive benefit appraisal report was forwarded to the Brazilian Federal Revenue Service (“RFB”) for approval within a term of 120 days. As a result of the expiration of the statutes of limitation for the RFB to approve the constitutive benefit appraisal report, the income tax reduction was recognized by the subsidiary in the income statement in 2017, in the total amount of R$ 1,620 with retroactive effect to January 2016.

 

(2) On April 10, 2017 the subsidiary requested to SUDENE the extension of recognition of the tax incentive for another 10 years, due to modernizations realized in Camaçari plant. Due to modernizations on the plant, SUDENE approved the 75% income tax reduction until 2026 through an appraisal report issued on July 13, 2017. On August 21, 2017, the constitutive benefit appraisal report was forwarded to the RFB for approval within a term of 120 days.

 

On June 12, 2017 the subsidiary Empresa Carioca de Produtos Químicos S.A. (“EMCA”) filed a request at SUDENE requiring the 75% income tax reduction incentive for its Camaçari plant – Bahia. Due to modernizations on the plant, SUDENE approved the 75% income tax reduction until 2026 through an appraisal report issued on August 29, 2017. On September 21, 2017, the constitutive benefit appraisal report was forwarded to the RFB for approval within a term of 120 days.

 

On July 3, 2017, the subsidiary Bahiana Distribuidora de Gás Ltda. (“Bahiana”), filed a request at SUDENE requiring the 75% income tax reduction incentive for its Juazeiro plant – Bahia.

 

d.  

Income and Social Contribution Taxes Carryforwards

 

As of September 30, 2017, certain subsidiaries of the Company had tax loss carryforwards related to income tax (IRPJ) of R$ 374,607 (R$ 236,956 as of December 31, 2016) and negative basis of CSLL of R$ 354,272 (R$ 216,036 as of December 31, 2016), whose compensations are limited to 30% of taxable income in a given tax year, which do not expire. Based on these values, the Company and its subsidiaries recognized deferred income and social contribution tax assets in the amount of R$ 125,536 as of September 30, 2017 (R$ 78,682 as of December 31, 2016).

 

39

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

10.  Prepaid expenses (Consolidated)

 

09/30/2017

 

12/31/2016

 

 

 

 

Rents(1)

280,112

 

196,944

Deferred Stock Plan, net (see Note 8.c)

40,743

 

44,719

Advertising and publicity

44,061

 

37,833

Insurance premiums

44,906

 

46,896

Software maintenance

12,444

 

12,478

Purchases of meal and transportation tickets

1,772

 

1,526

Taxes and other prepaid expenses

7,882

 

6,005

 

 

 

 
 

431,920

 

346,401

 

 

 

 

Current

123,657

 

123,883

 

 

 

 

Non-current

308,263

 

222,518

 

(1)       Refers substantially to the rental advance of service stations of IPP, which are subsequently subleased and operated by the resellers.

11.  Investments

 

a. 

Subsidiaries and Joint Venture (Parent Company)

 

The table below presents the full amounts of balance sheets and income statements of subsidiaries and joint venture:

 

 

09/30/2017

 

 

Subsidiaries

Joint-venture

 

Ultracargo -
Operações Logísticas

e Participações Ltda.

Oxiteno S.A.

Indústria e

Comércio 

Ipiranga Produtos

de Petróleo S.A.

Ultrapar

International S.A.

Refinaria de

Petróleo

Riograndense S.A.

     

 

   

Number of shares or units held

11,839,764

35,102,127

224,467,228,244

49,995

5,078,888

Assets

1,145,301

5,284,272

16,262,081

2,397,566

444,327

Liabilities

2,488

2,644,600

11,211,793

2,383,430

286,688

Shareholders’ equity

1,142,813

2,639,672(*)

5,050,288

14,136

157,639

Net revenue from sales and services

-

892,626

49,221,996

-

1,112,841

Net income (loss) for the period

53,988

154,117(*)

941,930

3,588

78,670

% of capital held

100

100

100

100

33

     

 

   

 

 

 

12/31/2016

 

 

Subsidiaries

Joint-venture

 

Ultracargo -
Operações Logísticas
e Participações Ltda.

Oxiteno S.A.
Indústria e
Comércio 

Ipiranga Produtos
de Petróleo S.A.

Ultrapar
International
S.A.

Refinaria de
Petróleo
Riograndense S.A.

     

 

   

Number of shares or units held

11,839,764

35,102,127

224,467,228,244

49,995

5,078,888

Assets

1,197,373

5,320,676

14,180,685

2,428,309

403,847

Liabilities

2,634

2,770,876

9,745,731

2,417,761

267,086

Shareholders’ equity

1,194,739

2,549,859 (*)

4,434,954

10,548

136,761

% of capital held

100

100

100

100

33

 

40

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

09/30/2016

 

Subsidiaries

 

Joint-venture

 

Ultracargo –

Operações Logísticas  e Participações Ltda.

Oxiteno S.A.
Indústria e
Comércio 

Ipiranga Produtos
de
Petróleo S.A.

Ultrapar
International
S.A.

Refinaria

de Petróleo

Riograndense S.A.

 

 

 

 

 

 

Number of shares or units held

11,839,764

35,102,127

224,467,228,244

49,995

5,078,888

Net revenue from sales and services

-

923,670

49,909,886

-

1,111,521

Net income for the period

52,359

253,411(*)

821,062

-

64,881

% of capital held

100

100

100

100

33

 

 

 

 

 

 

 

(*) adjusted for intercompany unrealized profits.

The percentages in the table above are rounded.

The financial information from our business segments is detailed in Note 30.

 

Balances and changes in subsidiaries and joint venture are as follows:

 

 

Investments in subsidiaries

 

Joint-venture

 

Ultracargo –

Operações Logísticas e Participações Ltda.

 

Oxiteno S.A.
Indústria e
Comércio

 

Ipiranga

Produtos de Petróleo S.A.

 

Ultrapar

International S.A.

 

Total

 

Refinaria

de Petróleo

Riograndense S.A.

 

Total

                           

Balance as of December 31, 2016

1,194,739

 

2,549,859

 

4,434,954

 

10,548

 

8,190,100

 

45,409

 

8,235,509

Share of profit (loss) of subsidiaries and joint venture

53,988

 

154,117

 

941,930

 

3,588

 

1,153,623

 

26,119

 

1,179,742

Dividends and interest on equity (gross)

(105,914)

 

(100,118)

 

(342,021)

 

-

 

(548,053)

 

(20,100)

 

(568,153)

Tax liabilities on equity- method revaluation reserve

-

 

-

 

(85)

 

-

 

(85)

 

-

 

(85)

Valuation adjustment of subsidiaries

-

 

34,248

 

15,510

 

-

 

49,758

 

915

 

50,673

Translation adjustments of foreign-based subsidiaries

-

 

1,566

 

-

 

-

 

1,566

 

-

 

1,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2017

1,142,813

 

2,639,672

 

5,050,288

 

14,136

 

8,846,909

 

52,343

 

8,899,252

 

 

Investments in subsidiaries

 

Joint-venture

 

Ultracargo -
Operações
Logísticas e Participações Ltda.

 

Oxiteno S.A. - Indústria e Comércio

 

Ipiranga
Produtos de
Petróleo S.A.

 

Ultrapar

International S.A.

 

Total

 

 

Refinaria de Petróleo Riograndense S.A.

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2015

1,089,092

 

2,935,315

 

3,595,034

 

-

 

7,619,441

 

31,514

 

7,650,955

Capital increase

-

 

-

 

-

 

170

 

170

 

-

 

170

Share of profit of subsidiaries and joint venture

52,359

 

253,411

 

821,062

 

-

 

1,126,832

 

21,543

 

1,148,375

Dividends and interest on equity (gross)

-

 

(544,626)

 

-

 

-

 

(544,626)

 

(4,300)

 

(548,926)

Tax liabilities on equity- method revaluation reserve

-

 

-

 

(33)

 

-

 

(33)

 

-

 

(33)

Valuation adjustment of subsidiaries

-

 

-

 

(23,028)

 

-

 

(23,028)

 

(3,416)

 

(26,444)

Translation adjustments of foreign-based subsidiaries

-

 

(71,202)

 

-

 

-

 

(71,202)

 

-

 

(71,202)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2016

1,141,451

 

2,572,898

 

4,393,035

 

170

 

8,107,554

 

45,341

 

8,152,895

 

 

41

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

b. 

Joint Ventures (Consolidated)

 

The Company holds an interest in Refinaria de Petróleo Riograndense (“RPR”), which is primarily engaged in oil refining.

 

The subsidiary Ultracargo – Operações Logísticas e Participações Ltda. (“Ultracargo Participações”) holds an interest in União Vopak – Armazéns Gerais Ltda. (“União Vopak”), which is primarily engaged in liquid bulk storage in the port of Paranaguá.

 

The subsidiary IPP holds an interest in ConectCar, established in November 2012, which is primarily engaged in electronic payment of tolls and parking in the States of Alagoas, Bahia, Ceará, Espírito Santo, Goiás, Maranhão, Mato Grosso, Mato Grosso do Sul, Minas Gerais, Paraná, Pernambuco, Rio de Janeiro, Rio Grande do Sul, Santa Catarina, São Paulo and Distrito Federal, and in the electronic fuel payment segment throughout the Brazilian territory.

 

These investments are accounted for under the equity method of accounting based on their interim financial information as of September 30, 2017.

 

Balances and changes in joint ventures are as follows:

 

Movements in investments

 

União Vopak

 

RPR

 

ConectCar

 

Total

 

 

 

 

 

 

 

 

Balance as of December 31, 2016

4,518

 

45,409

 

66,215

 

116,142

Capital increase

-

 

-

 

16,000

 

16,000

Valuation adjustments

-

 

915

 

-

 

915

Dividends and interest on equity (gross)

-

 

(20,100)

 

-

 

(20,100)

Share of profit (loss) of joint ventures

1,336

 

26,119

 

(14,161)

 

13,294

 

 

 

 

 

 

 

 

Balance as of September 30, 2017

5,854

 

52,343

 

68,054

 

126,251

               

 

 

Movements in investments

 

União Vopak

 

RPR

 

ConectCar

Total

 

 

 

 

 

 

 

Balance as of December 31, 2015

 4,545

 

31,514

 

43,318

 

79,377

Capital increase

-

 

-

 

30,781

 

30,781

Valuation adjustments

-

 

(3,416)

 

-

 

(3,416)

Dividends and interest on equity (gross)

-

 

(4,300)

 

-

 

(4,300)

Share of profit (loss) of joint ventures

(14)

 

21,543

 

(17,938)

 

3,591

 

 

 

 

 

 

 

 

Balance as of September 30, 2016

4,531

 

45,341

 

56,161

 

106,033

               

 

 

42

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

The table below presents the full amounts of balance sheets and income statements of joint ventures:

 

 

09/30/2017

 

União Vopak

 

RPR

 

ConectCar

Current assets

7,606

 

324,748

 

98,389

Non-current assets

6,345

 

119,579

 

128,564

Current liabilities

1,448

 

222,910

 

90,845

Non-current liabilities

794

 

63,778

 

-

Shareholders’ equity

11,709

 

157,639

 

136,108

Net revenue from sales and services

12,240

 

1,112,841

 

20,578

Costs, operating expenses and income

(8,400)

 

(1,003,713)

 

(65,495)

Net financial income and income and social contribution taxes

(1,168)

 

(30,458)

 

16,596

Net income (loss)

2,672

 

78,670

 

(28,321)

 

 

 

 

 

 

Number of shares or units held

29,995

 

5,078,888

 

161,860,500

% of capital held

50

 

33

 

50

 

 

 

12/31/2016

 

União Vopak

 

RPR

 

ConectCar

Current assets

4,228

 

286,916

 

93,634

Non-current assets

6,383

 

116,931

 

116,243

Current liabilities

700

 

198,619

 

77,448

Non-current liabilities

876

 

68,467

 

-

Shareholders’ equity

9,035

 

136,761

 

132,429

 

 

 

 

 

 

Number of shares or units held

29,995

 

5,078,888

 

145,860,500

% of capital held

50

 

33

 

50

 

 

 

09/30/2016

 

União Vopak

 

RPR

 

ConectCar

Net revenue from sales and services

9,456

 

1,111,521

 

23,784

Costs and operating expenses

(9,778)

 

(1,013,806)

 

(79,250)

Net financial income and income and social contribution taxes

296

 

(32,834)

 

19,590

Net income (loss)

(26)

 

64,881

 

(35,876)

 

 

 

 

 

 

Number of shares or units held

29,995

 

5,078,888

 

145,860,500

% of capital held

50

 

33

 

50

 

The percentages in the table above are rounded.

 

 

43

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

c. 

Associates (Consolidated)

 

Subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A., which is primarily engaged in natural gas transportation services.

 

Subsidiary Oxiteno S.A. Indústria e Comércio (“Oxiteno S.A”) holds an interest in Oxicap Indústria de Gases Ltda. (“Oxicap”), which is primarily engaged in the supply of nitrogen and oxygen for its shareholders in the Mauá petrochemical complex.

 

Subsidiary Oxiteno Nordeste S.A. Indústria e Comércio (“Oxiteno Nordeste”) holds an interest in Química da Bahia Indústria e Comércio S.A., which is primarily engaged in manufacturing, marketing, and processing of chemicals. The operations of this associate are currently suspended.

 

Subsidiary Cia. Ultragaz holds an interest in Metalúrgica Plus S.A., which is primarily engaged in the manufacture and trading of LPG containers. The operations of this associate are currently suspended.

 

Subsidiary IPP holds an interest in Plenogás Distribuidora de Gás S.A., which is primarily engaged in the marketing of LPG. The operations of this associate are currently suspended.

 

The investment of subsidiary Oxiteno S.A. in the associate Oxicap is accounted for under the equity method of accounting based on its financial information as of August 31, 2017, while the other associates are valued based on the interim financial information as of September 30, 2017.

 

Balances and changes in associates are as follows:

 

 

 

Movements in investments

 

Transportadora Sulbrasileira de Gás S.A.

 

Oxicap Indústria de Gases Ltda.

 

Química da Bahia Indústria e Comércio S.A.

 

Metalúrgica Plus S.A.

 

Plenogás Distribuidora de Gás S.A.

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2016

6,001

 

12,981

 

3,678

 

71

 

-

 

22,731

Dividends received

(576)

 

-

 

-

 

-

 

(399)

 

(975)

Share of profit (loss) of associates

898

 

1,067

 

(11)

 

(98)

 

961

 

2,817

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2017

6,323

 

14,048

 

3,667

 

(27)

 

562

 

24,573

 

 

Movements in investments

 

Transportadora Sulbrasileira de Gás S.A.

 

Oxicap Indústria de Gases Ltda.

 

Química da Bahia Indústria e Comércio S.A.

 

Metalúrgica Plus S.A.

 

Total

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2015

5,743

 

12,000

 

3,684

 

110

 

21,537

Dividends received

(352)

 

-

 

-

 

-

 

(352)

Share of profit (loss) of associates

891

 

925

 

(4)

 

(18)

 

1,794

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2016

6,282

 

12,925

 

3,680

 

92

 

22,979

 

 

44

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

The table below presents the full amounts of balance sheets and income statements of associates:

 

 

09/30/2017

 

Transportadora Sulbrasileira de Gás S.A.

 

Oxicap Indústria de Gases Ltda.

 

Química da
Bahia Indústria e Comércio S.A.

 

Metalúrgica Plus S.A.

 

Plenogás
Distribuidora
de Gás S.A.

 

 

 

 

 

 

 

 

 

 

Current assets

9,682

 

41,444

 

171

 

93

 

492

Non-current assets

16,764

 

72,632

 

10,272

 

1,508

 

2,821

Current liabilities

824

 

9,673

 

-

 

21

 

84

Non-current liabilities

332

 

7,697

 

3,109

 

1,660

 

1,542

Shareholders’ equity

25,290

 

96,706

 

7,334

 

(80)

 

1,687

Net revenue from sales and services

7,866

 

39,365

 

-

 

-

 

-

Costs, operating expenses and income

(4,261)

 

(31,599)

 

(58)

 

(216)

 

586

Net financial income and income and social contribution taxes

11

 

(687)

 

36

 

(34)

 

19

Net income (loss)

3,616

 

7,079

 

(22)

 

(250)

 

605

 

 

 

 

 

 

 

 

 

 

Number of shares or units held

20,124,996

 

1,987

 

1,493,120

 

3,000

 

1,384,308

% of capital held

25

 

15

 

50

 

33

 

33

 

 

 

12/31/2016

 

Transportadora Sulbrasileira de Gás S.A.

 

Oxicap Indústria de Gases Ltda.

 

Química da
Bahia Indústria e
Comércio S.A.

 

Metalúrgica Plus S.A.

 

Plenogás Distribuidora de Gás S.A.

 

 

 

 

 

 

 

 

 

 

Current assets

7,524

 

28,358

 

220

 

169

 

1,178

Non-current assets

17,570

 

70,034

 

10,246

 

1,682

 

2,821

Current liabilities

759

 

7,125

 

1

 

21

 

53

Non-current liabilities

332

 

5,226

 

3,109

 

1,616

 

1,667

Shareholders’ equity

24,003

 

86,041

 

7,356

 

214

 

2,279

 

 

 

 

 

 

 

 

 

 

Number of shares or units held

20,124,996

 

1,987

 

1,493,120

 

3,000

 

1,384,308

% of capital held

25

 

15

 

50

 

33

 

33

 

 

 

09/30/2016

 

Transportadora Sulbrasileira de Gás S.A.

 

Oxicap Indústria de Gases Ltda.

 

Química da
Bahia Indústria e
Comércio S.A.

 

Metalúrgica Plus S.A.

 

Plenogás Distribuidora de Gás S.A.

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services

7,481

 

39,570

 

-

 

-

 

-

Costs, operating expenses and income

(3,825)

 

(30,489)

 

(44)

 

(132)

 

522

Net financial income and income and social contribution taxes

38

 

(3,330)

 

37

 

(12)

 

49

Net income (loss)

3,694

 

5,751

 

(7)

 

(144)

 

571

 

 

 

 

 

 

 

 

 

 

Number of shares or units held

20,124,996

 

1,987

 

1,493,120

 

3,000

 

1,384,308

% of capital held

25

 

15

 

50

 

33

 

33

 

The percentages in the table above are rounded.

 

45

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

12.  Property, Plant, and Equipment (Consolidated)

 

Balances and changes in property, plant, and equipment are as follows:

 

Weighted average useful life (years)

Balance on 12/31/2016

 

Additions

 

Depreciation

 

Transfer

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Balance on 09/30/2017

 

                           

Cost:

                           

Land

-

520,575

 

2,688

 

-

 

16,036

 

(969)

 

356

 

538,686

Buildings

30

1,440,204

 

7,651

 

-

 

87,667

 

(11,584)

 

4,944

 

1,528,882

Leasehold improvements

9

796,521

 

10,443

 

-

 

89,607

 

(13,887)

 

(4)

 

882,680

Machinery and equipment

13

4,225,056

 

101,668

 

-

 

61,886

 

(14,296)

 

40,453

 

4,414,767

Automotive fuel/lubricant distribution equipment and facilities

14

2,429,079

 

98,935

 

-

 

67,797

 

(10,984)

 

-

 

2,584,827

LPG tanks and bottles

11

619,511

 

57,240

 

-

 

(1,150)

 

(26,980)

 

-

 

648,621

Vehicles

8

271,133

 

21,068

 

-

 

4,988

 

(14,882)

 

255

 

282,562

Furniture and utensils

9

204,550

 

17,917

 

-

 

8,923

 

(695)

 

1,650

 

232,345

Construction in progress

-

523,285

 

460,329

 

-

 

(316,481)

 

(4)

 

(1,700)

 

665,429

Advances to suppliers

-

96,423

 

42,266

 

-

 

(24,088)

 

-

 

(1,499)

 

113,102

Imports in progress

-

58

 

657

 

-

 

(345)

 

-

 

(6)

 

364

IT equipment

5

288,705

 

22,564

 

-

 

2,187

 

(449)

 

89

 

313,096

 

 

11,415,100

 

843,426

 

-

 

(2,973)

 

(94,730)

 

44,538

 

12,205,361

 

     

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation:

     

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

(632,908)

 

-

 

(34,485)

 

(1)

 

4,844

 

(3,686)

 

(666,236)

Leasehold improvements

 

(412,449)

 

-

 

(53,287)

 

(35)

 

8,125

 

2

 

(457,644)

Machinery and equipment

 

(2,474,504)

 

-

 

(189,704)

 

(139)

 

8,747

 

(32,877)

 

(2,688,477)

Automotive fuel/lubricant distribution equipment and facilities

 

(1,383,069)

 

-

 

(107,852)

 

(29)

 

9,564

 

-

 

(1,481,386)

LPG tanks and bottles

 

(276,414)

 

-

 

(34,275)

 

129

 

12,413

 

-

 

(298,147)

Vehicles

 

(101,082)

 

-

 

(16,276)

 

80

 

8,688

 

(249)

 

(108,839)

Furniture and utensils

 

(120,747)

 

-

 

(10,816)

 

(10)

 

491

 

(1,098)

 

(132,180)

IT equipment

 

(220,421)

 

-

 

(17,937)

 

150

 

388

 

(76)

 

(237,896)

 

 

(5,621,594)

 

-

 

(464,632)

 

145

 

53,260

 

(37,984)

 

(6,070,805)

 

     

 

 

 

 

 

 

 

 

 

 

 

Provision for losses:

     

 

 

 

 

 

 

 

 

 

 

 

Advances to suppliers

 

(83)

 

-

 

-

 

-

 

-

 

-

 

(83)

Land

 

(197)

 

-

 

-

 

-

 

197

 

-

 

-

Leasehold improvements

 

(560)

 

-

 

-

 

-

 

-

 

15

 

(545)

Machinery and equipment

 

(4,347)

 

-

 

-

 

-

 

9

 

48

 

(4,290)

Automotive fuel/lubricant distribution equipment and facilities

 

(336)

 

-

 

-

 

-

 

158

 

-

 

(178)

Furniture and utensils

 

(1)

 

-

 

-

 

-

 

-

 

-

 

(1)

 

 

(5,524)

 

-

 

-

 

-

 

364

 

63

 

(5,097)

       

 

 

 

 

 

 

 

 

 

 

 

Net amount

 

5,787,982

 

843,426

 

(464,632)

 

(2,828)

 

(41,106)

 

6,617

 

6,129,459

 

Construction in progress relates substantially to expansions, renovations, construction and upgrade of industrial facilities, terminals, stores, service stations and distribution bases.

 

Advances to suppliers of property, plant, and equipment relate basically to manufacturing of assets for expansion of plants, terminals, stores and bases, and acquisition of real estate.

 

46

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

13. Intangible Assets (Consolidated)

 

Balances and changes in intangible assets are as follows:

 

 

Weighted average useful life (years)

Balance on 12/31/2016

 

Additions

 

Amortization

 

Transfer

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Balance on 09/30/2017

 

                         

 

Cost:

                           

Goodwill (i)

-

1,454,484

 

-

 

-

 

-

 

-

 

-

 

1,454,484

Software (ii)

5

641,691

 

123,866

 

-

 

2,207

 

(1,063)

 

1,441

 

768,142

Technology (iii)

5

32,617

 

-

 

-

 

-

 

-

 

-

 

32,617

Commercial property rights (iv)

10

43,258

 

10,852

 

-

 

(67)

 

-

 

-

 

54,043

Distribution rights (v)

6

3,651,316

 

424,843

 

-

 

-

 

-

 

-

 

4,076,159

Brands (vi)

-

112,936

 

-

 

-

 

-

 

-

 

(1,129)

 

111,807

Others (vii)

4

39,172

 

312

 

-

 

-

 

-

 

509

 

39,993

   

5,975,474

 

559,873

 

-

 

2,140

 

(1,063)

 

821

 

6,537,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

(396,702)

 

-

 

(42,562)

 

(3)

 

1,061

 

(879)

 

(439,085)

Technology

 

(32,469)

 

-

 

(54)

 

-

 

-

 

-

 

(32,523)

Commercial property rights

 

(19,568)

 

-

 

(2,657)

 

7

 

-

 

-

 

(22,218)

Distribution rights

 

(2,131,826)

 

-

 

(370,008)

 

(11,812)

 

-

 

-

 

(2,513,646)

Others

 

(23,310)

 

-

 

(5,906)

 

-

 

-

 

(4)

 

(29,220)

   

(2,603,875)

 

-

 

(421,187)

 

(11,808)

 

1,061

 

(883)

 

(3,036,692)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,371,599

 

559,873

 

(421,187)

 

(9,668)

 

(2)

 

(62)

 

3,500,553

 

 

 

 

47

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

i) The net remaining balance of the goodwill is tested annually for impairment and presents the following balances:

 

 

Segment

 

09/30/2017

 

12/31/2016

Goodwill on the acquisition of:

 

 

 

 

 

Extrafarma

Extrafarma

 

661,553

 

661,553

Ipiranga (1)

Ipiranga

 

276,724

 

276,724

União Terminais

Ultracargo

 

211,089

 

211,089

Texaco

Ipiranga

 

177,759

 

177,759

Oxiteno Uruguay

Oxiteno

 

44,856

 

44,856

Temmar

Ultracargo

 

43,781

 

43,781

DNP

Ipiranga

 

24,736

 

24,736

Repsol

Ultragaz

 

13,403

 

13,403

Others

Oxiteno

 

583

 

583

 

 

 

1,454,484

 

1,454,484

(1) Including R$ 246,163 in the parent.

 

On December 31, 2016, the Company tested the balances of goodwill shown in the table above for impairment. The determination of value in use involves assumptions, judgments, and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital, and discount rates. The assumptions about growth projections and future cash flows are based on the Company’s business plan of its operating segments, as well as comparable market data, and represent management’s best estimate of the economic conditions that will exist over the economic life of the various CGUs, to which goodwill is related. The main key-assumptions used by the Company to calculate the value in use are described below:

 

Period of evaluation: the evaluation of the value in use is calculated for a period of five years (except the Extrafarma segment), after which we calculate the perpetuity, considering the possibility of carrying the business on indefinitely. For the Extrafarma segment, a period of 10 years was used due to its expansion plan and considering a three-years period to maturity of new stores.

 

Discount and real growth rates: on December 31, 2016, the discount and real growth rates used to extrapolate the projections ranged from 10.4% to 16.6% and from 0% to 1% p.a., respectively, depending on the CGU analyzed. For the subsidiary Oxiteno Andina, due to the macroeconomic scenario in Venezuela, the discount rate used was 287.9%.

 

Revenue from sales and services, costs and expenses, and gross margin: for 2017, the budget prepared by management and approved by the Board of Directors was considered. In subsequent periods, the Company considers the forecast of the general inflation or price index predicted in the contracts.

 

Opening of new commercial points (investments): for 2017, the budget prepared by the management and approved by the Board of Directors was considered. In subsequent periods, the Company considers the expansion plans of each business unit, which also considers the commercial establishments closed in the previously years.

 

The Company assessed a sensitivity analysis of discount and growth rate of perpetuity, due to their significant impact on cash flows and value in use. An increase of 0.5 percentage points in the discount rate or a decrease of 0.5 percentage points in the growth rate of the perpetuity of the cash flow of each business segment would not result in the recognition of impairment.

 

ii) Software includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries, such as: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems.

 

iii) The subsidiaries Oxiteno S.A., Oxiteno Nordeste and Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. (“Oleoquímica”) recognize as technology certain rights of use held by them. Such licenses include the production of ethylene oxide, ethylene glycols, ethanolamines, glycol ethers, ethoxylates, solvents, fatty acids from vegetable oils, fatty alcohols, and specialty chemicals, which are products that are supplied to various industries.

 

 

48

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

iv) Commercial property rights include those described below:

Subsidiary Terminal Químico de Aratu S.A. – Tequimar (“Tequimar”) has an agreement with CODEBA – Companhia das Docas do Estado da Bahia, which allows it to explore the area in which the Aratu Terminal is located for 20 years, renewable for a similar period. The price paid by Tequimar was R$ 12,000, which is being amortized from August 2002 to July 2042.

 

 

 

Subsidiary Tequimar has a lease contract for an area adjacent to the Port of Santos for 20 years from December 2002, renewable for a similar period, which allows the construction, operation, and use of a terminal for liquid bulk unloading, tank storage, handling, and distribution. The price paid by Tequimar was R$ 4,334, which is being amortized from August 2005 to December 2022.

Subsidiary Extrafarma pays key money to obtain certain commercial establishments to open drugstores which is stated at the cost of acquisition, amortized using the straight-line method, considering the lease contract terms. In the case of the closedown of stores, the residual amount is written off.

 

v) Distribution rights refer mainly to bonus disbursements as provided in Ipiranga’s agreements with resellers and large customers. Bonus disbursements are recognized when paid and recognized as an expense in the income statement over the term of the agreement (typically 5 years), which is reviewed as per the changes occurred in the agreements.

 

vi) Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil and of the Extrafarma brand.

 

vii) Other intangibles refer mainly to the loyalty program “Clube Extrafarma”.

 

The amortization expenses were recognized in the interim financial information as shown below:

 

 

09/30/2017

 

09/30/2016

Inventories and cost of products and services sold

17,733

 

10,886

Selling and marketing

362,486

 

365,106

General and administrative

40,986

 

35,294

 

421,187

 

411,286

 

 

49

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

14.     Loans, Debentures, and Finance Leases (Consolidated)

 

a.  Composition

 

 

 

 

Description

 

 

09/30/2017

 

 

 

12/31/2016

 

 

 

Index/Currency

 

Weighted average financial charges 09/30/2017 – % p.a.

 

 

 

Maturity

 

 

 

 

 

 

 

 

 

 

Foreign currency – denominated loans:

 

 

 

 

 

 

 

 

 

Notes in the foreign market (b) (*)

2,377,793

 

2,412,112

 

US$

 

+5.3

 

2026

Foreign loan (c.1) (*)

757,020

 

942,456

 

US$ + LIBOR (i)

 

+1.0

 

2018 to 2022

Foreign loan (c.2, c.3 and c.4)

324,269

 

332,650

 

US$ + LIBOR (i)

 

+1.9

 

2018 to 2020

Foreign loan (c.1) (*)

248,172

 

486,451

 

US$

 

+2.2

 

2018

Financial institutions (e)

190,819

 

195,021

 

US$ + LIBOR (i)

 

+3.0

 

2019 to 2021

Financial institutions (e)

104,290

 

109,859

 

US$

 

+2.9

 

2017 to 2022

Financial institutions (e)

29,035

 

24,586

 

MX$ (ii)

 

+8.3

 

2017

Foreign currency advances delivered

17,221

 

32,582

 

US$

 

+2.4

 

< 70 days

Advances on foreign exchange contracts

15,929

 

111,066

 

US$

 

+2.2

 

< 134 days

BNDES (d)

4,902

 

7,137

 

US$

 

+6.2

 

2017 to 2020

Financial institutions (e)

3,513

 

9,569

 

MX$ + TIIE (ii)

 

+1.5

 

2017

Financial institutions (e)

47

 

435

 

Bs$ (vii)

 

+24.0

 

2017

Subtotal

4,073,010

 

4,663,924

           

 

 

     

 

 

 

 

 

Brazilian Reais – denominated loans:

 

               

Debentures - Ipiranga (g.1, g.2, g.4 and g.6)

3,466,025

 

1,914,498

 

CDI

 

106.2

 

2017 to 2022

Banco do Brasil – floating rate (f)

2,874,222

 

2,956,547

 

CDI

 

107.4

 

2017 to 2022

Debentures - 5th issuance (g.3)

802,238

 

832,383

 

CDI

 

108.3

 

2018

Debentures – CRA (g.5)

669,304

 

-

 

CDI

 

95.0

 

2022

Debentures – CRA (g.5) (*)

361,582

 

-

 

IPCA

 

+4.7

 

2024

BNDES (d)

211,930

 

307,593

 

TJLP (iii)

 

+2.4

 

2017 to 2021

Export Credit Note – floating rate (h)

157,932

 

158,753

 

CDI

 

101.5

 

2018

BNDES (d)

64,161

 

71,430

 

SELIC (vi)

 

+2.3

 

2017 to 2021

BNDES EXIM

62,588

 

62,084

 

TJLP (iii)

 

+3.5

 

2018

Finance leases (i)

49,130

 

48,566

 

IGP-M (v)

 

+5.6

 

2017 to 2031

FINEP

38,869

 

48,667

 

R$

 

+4.0

 

2017 to 2021

FINEP

33,171

 

34,613

 

TJLP (iii)

 

+1.0

 

2017 to 2023

Banco do Nordeste do Brasil

32,873

 

47,120

 

R$ (iv)

 

+8.5

 

2017 to 2021

BNDES EXIM

30,317

 

28,056

 

SELIC (vi)

 

+3.9

 

2018

BNDES (d)

29,676

 

40,309

 

R$

 

+5.5

 

2017 to 2022

FINAME

58

 

80

 

TJLP (iii)

 

+5.7

 

2017 to 2022

Fixed finance leases (i)

11

 

41

 

R$

 

+15.6

 

2017

Floating finance leases (i)

-

 

109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

8,884,087

 

6,550,849

 

 

 

 

 

 

 

 

     

 

 

 

   

Currency and interest rate hedging instruments (**)

165,325

 

202,357

 

 

 

 

 

 

 

 

     

 

 

 

 

 

Total

13,122,422

 

11,417,130

 

 

 

 

 

 

 

 

     

 

 

 

 

 

Current

2,955,425

 

2,475,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

10,166,997

 

8,941,526

 

 

 

 

 

 

                     

 

(*) These transactions were designated for hedge accounting (see Note 31 – Hedge Accounting).

(**) Accumulated losses (see Note 31).

 

50

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

(i)

LIBOR = London Interbank Offered Rate.

(ii)

MX$ = Mexican Peso; TIIE = the Mexican interbank balance interest rate.

(iii)

TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On September 30, 2017, TJLP was fixed at 7.0% p.a.

(iv)

Contract linked to the rate of FNE (Northeast Constitutional Financing Fund) fund whose purpose is to promote the development of the industrial sector, managed by Banco do Nordeste do Brasil. On September 30, 2017, the FNE interest rate was 10% p.a. FNE grants a discount of 15% on the interest rate for timely payments.

(v)

IGP-M = General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation.

(vi)

SELIC = basic interest rate set by the Brazilian Central Bank.

(vii)

Bs$ = Bolívar.

 

The long-term consolidated debt had the following principal maturity schedule:

 

 

09/30/2017

 

12/31/2016

 

 

 

 

From 1 to 2 years

3,063,862

 

3,203,383

From 2 to 3 years

898,133

 

1,699,009

From 3 to 4 years

1,308,716

 

693,993

From 4 to 5 years

2,149,393

 

554,162

More than 5 years

2,746,893

 

2,790,979

 

 

 

 
 

10,166,997

 

8,941,526

 

As provided in IAS 39 (CPC 8 (R1)), the transaction costs and issuance premiums associated with debt issuance by the Company and its subsidiaries were added to their financial liabilities, as shown in Note 14.j).

 

The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 31).

 

b.  

Notes in the Foreign Market

 

On October 6, 2016, the subsidiary Ultrapar International S.A. (“Ultrapar International”) issued US$ 750 million in notes in the foreign market, maturing in October 2026, with interest rate of 5.25% p. a., paid semiannually. The issue price was 98.097% of the face value of the note. The notes were guaranteed by the Company and its subsidiary IPP. The Company has designated hedge relationships for this transaction (see Note 31 – Hedge accounting: cash flow hedge and net investment hedge in foreign entities).

 

As a result of the issuance of the notes in the foreign market, the Company and its subsidiaries are required to perform certain obligations, including:

 

• Restriction on sale of all or substantially all assets of the Company and subsidiaries Ultrapar International and IPP.


• Restriction on encumbrance of assets exceeding US$ 150 million or 15% of the amount of the consolidated tangible assets.

 

The Company and its subsidiaries are in compliance with the levels of covenants required by this debt. The restrictions imposed on the Company and its subsidiaries are customary in transactions of this nature and have not limited their ability to conduct their business to date.

 

51

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

c.  

Foreign Loans

 

1) The subsidiary IPP has foreign loans in the amount of US$ 320 million. IPP also contracted hedging instruments with floating interest rate in U.S. dollar and exchange rate variation, changing the foreign loans charges, on average, to 102.9% of CDI (see Note 31). IPP designated these hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss. The foreign loans are secured by the Company.

 

The foreign loans have the maturity distributed as follows:

Maturity

US$ (million)

 

Cost in % of CDI

 

 

 

 

Jul/18

60.0

 

103.0

Sep/18

80.0

 

101.5

Nov/18

80.0

 

101.4

Jun/22

100.0

 

105.0

Total / average cost

320.0

 

102.9

 

2) The subsidiary LPG International Inc. has a foreign loan in the amount of US$ 30 million with maturity in December 2018 and interest rate of LIBOR + 1.85% p.a., paid quarterly. The foreign loan is guaranteed by the Company and its subsidiary IPP.

 

3) The subsidiary GPPTC has a foreign loan in the amount of US$ 12 million with maturity in December 2018 and interest rate of LIBOR + 1.85% p.a., paid quarterly. The foreign loan is guaranteed by the Company and its subsidiary IPP.

 

During these contracts, the Company shall maintain the following financial ratios, calculated based on its audited consolidated financial statements:

 

Maintenance of a financial ratio, determined by the ratio between consolidated net debt and consolidated Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA), at less than or equal to 3.5.

 

Maintenance of a financial ratio determined by the ratio between consolidated EBITDA and consolidated net financial expenses, higher than or equal to 1.5.

 

The Company complies with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are usual for this type of transaction and have not limited their ability to conduct their business to date.

 

4) The subsidiary GPPTC has a foreign loan in the amount of US$ 60 million with maturity on June 22, 2020 and interest of LIBOR + 2.0% p.a., paid quarterly. The Company, through the subsidiary Cia. Ultragaz, contracted hedging instruments subject to floating interest rates in dollar and exchange rate variation, changing the foreign loan charge to 105.9% of CDI. The foreign loan is guaranteed by the Company and its subsidiary Oxiteno Nordeste.

 

 

 

52

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

d.  

BNDES

The subsidiaries have financing from BNDES for some of their investments and for working capital.

 

During the term of these agreements, the Company must maintain the following capitalization and current liquidity levels, as determined in the annual consolidated audited balance sheet:

 

   

·          Capitalization level: shareholders’ equity / total assets equal to or above 0.3; and

 

·          Current liquidity level: current assets / current liabilities equal to or above 1.3.

 

The Company complies with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are usual for this type of transaction and have not limited their ability to conduct their business to date.

 

e.  

Financial Institutions

The subsidiaries Oxiteno Mexico S.A. de C.V., Oxiteno USA LLC (“Oxiteno USA”), Oxiteno Uruguay and Oxiteno Andina have loans to finance investments and working capital.

 

The subsidiary Oxiteno USA has a loan agreement in the amount of US$40 million, due in February 2021 and bearing interest of LIBOR + 3% p.a., paid quarterly. The loan is guaranteed by Ultrapar and the subsidiary Oxiteno Nordeste and the proceeds of this loan are being used to fund the construction of a new alkoxylation plant in the state of Texas.

 

The subsidiary Oxiteno USA has a loan in the notional amount of US$20 million, due in September 2020, with interest of LIBOR + 3% p.a., paid quarterly. The loan is guaranteed by Ultrapar and the subsidiary Oxiteno S.A.

 

 

f.  

Banco do Brasil

The subsidiary IPP has floating interest rate loans with Banco do Brasil to finance the marketing, processing, or manufacturing of agricultural goods (ethanol).

 

 

These loans mature, as follows (including interest until September 30, 2017):

 

Maturity

 

 

 

2017-Nov

103,587

2018-Jan

169,626

2018-Apr

103,587

2019-Feb

168,821

2019-May

1,313,905

2020-May

338,232

2021-May

338,232

2022-May

338,232

Total

2,874,222

 

 

53

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

g.  

Debentures

 

1)    In December 2012, the subsidiary IPP made its first issuance of public debentures, in a single series of 60,000 simple,  nominative, registered debentures, nonconvertible into shares and unsecured, which main characteristics are as follows:

 

Face value unit:

R$ 10,000.00

Final maturity:

November 16, 2017

Payment of the face value:

Lump sum at final maturity

Interest:

107.9% of CDI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

2)    In January 2014, the subsidiary IPP made its second issuance of public debentures, in a single series of 80,000 simple, nominative, registered debentures, nonconvertible into shares and unsecured, which main characteristics are as follows:

 

Face value unit:

R$ 10,000.00

Final maturity:

December 20, 2018

Payment of the face value:

Lump sum at final maturity

Interest:

107.9% of CDI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

 

3)    In March 2015, the Company made its fifth issuance of debentures, in a single series of 80,000 simple, nonconvertible into shares, unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 10,000.00

Final maturity:

March 16, 2018

Payment of the face value:

Lump sum at final maturity

Interest:

108.25% of CDI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

4)    In May 2016, the subsidiary IPP made its fourth issuance of public debentures, in one single series of 500 simple, nominative, registered debentures, nonconvertible into shares and unsecured, which main characteristics are as follows:

 

Face value unit:

R$ 1,000,000.00

Final maturity:

May 25, 2021

Payment of the face value:

Annual as from May 2019

Interest:

105.0% of CDI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

 

5)    In April 2017, the subsidiary IPP carried out its fifth issuance of debentures, in two single series of 660,139 and 352,361, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Eco Consult – Consultoria de Operações Financeiras Agropecuárias Ltda. IPP will use the net proceeds from this issuance for the purchase of ethanol.

 

The debentures were later assigned and transferred to Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:

 

54

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Face value unit:

R$ 1,000.00

Final maturity:

April 18, 2022

Payment of the face value:

Lump sum at final maturity

Interest:

95% of CDI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Face value unit:

R$ 1,000.00

Final maturity:

April 15, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.7%

Payment of interest:

Annually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 93.9% of CDI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

6)    In July 2017, the subsidiary IPP made its sixth issuance of public debentures, in one single series of 1,500,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

July 28, 2022

Payment of the face value:

Annual as from July 2021

Interest:

105.0% of CDI

Payment of interest:

Annually

Reprice:

Not applicable

 

 

h. Export Credit Note

The subsidiary Oxiteno Nordeste has export credit note contract in the amount of R$ 156.8 million, with maturity in May 2018, and floating rate of 101.5% of CDI, paid quarterly.

 

55

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

i.

Finance Leases

 

The subsidiary Cia. Ultragaz has a finance lease contract related to LPG bottling facilities, maturing in April 2031.

 

Subsidiary Extrafarma has finance lease contracts related to software, with term of 48 months.

 

The amounts of equipment and intangible assets, net of depreciation and amortization, and the amounts of the corresponding liabilities are shown below:

 

 

 

 

09/30/2017

 

 

 

LPG bottling facilities

 

Software

 

Total

Equipment and intangible assets, net of depreciation and amortization

15,732

 

31

 

15,763

 

 

 

 

 

 

Financing (present value)

49,130

 

11

 

49,141

Current

2,678

 

11

 

2,689

Non-current

46,452

 

-

 

46,452

 

 

 

 

 

 

12/31/2016

 

 

 

LPG bottling facilities

 

Software

 

Total

Equipment and intangible assets, net of depreciation and amortization

17,078

 

223

 

17,301

 

 

 

 

 

 

Financing (present value)

48,566

 

150

 

48,716

Current

2,465

 

150

 

2,615

Non-current

46,101

 

-

 

46,101

 

 

 

56

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

The future disbursements (installments) assumed under these contracts are presented below:

 

 

 

09/30/2017

 

LPG bottling facilities

 

Software

 

Total

           

Up to 1 year

5,113

 

11

 

5,124

From 1 to 2 years

5,113

 

-

 

5,113

From 2 to 3 years

5,113

 

-

 

5,113

From 3 to 4 years

5,113

 

-

 

5,113

From 4 to 5 years

5,113

 

-

 

5,113

More than 5 years

43,890

 

-

 

43,890

 

 

 

 

 

 

Total

69,455

 

11

 

69,466

 

 

 

 

12/31/2016

 

LPG bottling facilities

 

Software

 

Total

           

Up to 1 year

4,876

 

156

 

5,032

From 1 to 2 years

4,876

 

-

 

4,876

From 2 to 3 years

4,876

 

-

 

4,876

From 3 to 4 years

4,876

 

-

 

4,876

From 4 to 5 years

4,876

 

-

 

4,876

More than 5 years

45,516

 

    -

 

45,516

 

 

 

 

 

 

Total

69,896

 

156

 

70,052

 

 

The above amounts include Services Tax (“ISS”) payable on the monthly installments, except for disbursements for the LPG bottling facilities.

 

 

57

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

j.  

Transaction Costs

 

Transaction costs incurred in issuing debt were deducted from the value of the related financial instruments and are recognized as an expense according to the effective interest rate method, as follows:

 

 

Effective rate of transaction costs (% p.a.)

 

Balance on 12/31/2016

 

Incurred cost

 

Amortization

 

Balance on 09/30/2017

 

 

 

 

 

 

 

 

 

 

                   

Notes in the foreign market (b)

0.0

 

16,612

 

-

 

(980)

 

15,632

Banco do Brasil (f)

0.2

 

12,182

 

-

 

(3,030)

 

9,152

Debentures (g)

0.1

 

6,835

 

25,291

 

(2,738)

 

29,388

Foreign loans (c)

0.2

 

2,211

 

563

 

(1,300)

 

1,474

Other

0.2

 

1,952

 

-

 

(473)

 

1,479

 

       

 

 

 

 

 

Total

   

39,792

 

25,854

 

(8,521)

 

57,125

 

The amount to be appropriated to profit or loss in the future is as follows:

 

 

 

Up to 1 year

 

1 to 2 years

 

 

2 to 3 years

 

 

3 to 4 years

 

 

4 to 5 years

 

 More than 5 years

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes in the foreign market (b)

1,368

 

1,445

 

1,525

 

1,610

 

1,700

 

7,984

 

15,632

Banco do Brasil (f)

4,483

 

3,378

 

648

 

441

 

202

 

-

 

9,152

Debentures (g)

6,219

 

6,127

 

5,895

 

5,654

 

3,638

 

1,855

 

29,388

Foreign loans (c)

1,063

 

263

 

148

 

-

 

-

 

-

 

1,474

Other

479

 

496

 

438

 

66

 

-

 

-

 

1,479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

13,612

 

11,709

 

8,654

 

7,771

 

5,540

 

9,839

 

57,125

 

k.  

Guarantees

 

The financings are guaranteed by collateral in the amount of R$ 65,388 as of September 30, 2017 (R$ 56,570 as of December 31, 2016) and by guarantees and promissory notes in the amount of R$ 9,043,452 as of September 30, 2017 (R$ 7,069,482 as of December 31, 2016).

 

In addition, the Company and its subsidiaries offer collaterals in the form of letters of credit for commercial and legal proceedings in the amount of R$ 237,401 as of September 30, 2017 (R$ 215,988 as of December 31, 2016) and guarantees related to raw materials imported by the subsidiary IPP in the amount of R$ 47,520 as of September 30, 2017 (R$ 59,316 as of December 31, 2016).

 

Some subsidiaries of Oxiteno issue collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing). If a subsidiary is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. The maximum amount of future payments related to these collaterals is R$ 16,813 as of September 30, 2017 (R$ 30,764 as of December 31, 2016), with maturities of up to 212 days. Until September 30, 2017, the subsidiaries did not have losses in connection with these collaterals. The fair value of collaterals recognized in current liabilities as other payables is R$ 415 as of September 30, 2017 (R$ 743 as of December 31, 2016), which is recognized as profit or loss as customers settle their obligations with the financial institutions.

 

58


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

15.     Trade Payables (Consolidated)

 

 

09/30/2017

 

12/31/2016

 

 

 

 

Domestic suppliers

1,454,147

 

1,620,388

Foreign suppliers

124,705

 

89,265

 

 

   

 

1,578,852

 

1,709,653

 

Some Company’s subsidiaries acquire oil based fuels and LPG from Petróleo Brasileiro S.A. - Petrobras and its subsidiaries and ethylene from Braskem S.A. These suppliers control almost all of the markets for these products in Brazil. The Company’s subsidiaries depend on the ability of those suppliers to deliver products in a timely manner and at acceptable prices and terms. The loss of any major supplier or a significant reduction in product availability from these suppliers could have a significant adverse effect on the Company and its subsidiaries. The Company and its subsidiaries believe that their relationship with suppliers is satisfactory.

 

 

16.  Salaries and Related Charges (Consolidated)

 

 

09/30/2017

 

12/31/2016

 

 

 

 

Provisions on payroll

219,746

 

162,216

Profit sharing, bonus and premium

117,800

 

140,504

Social charges

43,581

 

49,812

Salaries and related payments

6,825

 

7,893

Benefits

2,213

 

1,938

Others

1,045

 

355

 

 

   

 

391,210

 

362,718

 

17.  Taxes Payable (Consolidated)

 

 

09/30/2017

 

12/31/2016

 

 

 

 

ICMS

104,944

 

105,160

PERT (*)

26,719

 

-

PIS and COFINS

24,997

 

25,287

Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno USA, Oxiteno Andina and Oxiteno Uruguay

20,399

 

16,148

Income Tax Withholding (IRRF)

3,020

 

3,620

ISS

8,083

 

8,074

IPI

7,810

 

5,965

National Institute of Social Security (INSS)

4,135

 

5,305

Others

1,365

 

1,474

 

 

 

 
 

201,472

 

171,033

 

(*) Refers to federal tax debits of the subsidiary IPP that were included in the Special Program of Tax Regularization (PERT).

 

 

59

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

18.  Employee Benefits and Private Pension Plan (Consolidated)

 

a. 

ULTRAPREV- Associaçăo de Previdência Complementar

 

In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and each of its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associaçăo de Previdência Complementar (“Ultraprev”), since August 2001. Under the terms of the plan, every year each participating employee chooses his or her basic contribution to the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.5% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount which will exhaust their respective accumulated fund over a period of 5 to 25 years. The sponsoring company does not guarantee the amounts or the duration of the benefits received by each employee that retires. For the nine-month period ended September 30, 2017, the subsidiaries contributed R$ 18,553 (R$ 17,216 for the nine-month period ended September 30, 2016) to Ultraprev, which is recognized as expense in the income statement. The total number of participating employees as of September 30, 2017 was 8,812 active participants and 238 retired participants. In addition, Ultraprev had 27 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.

 

b. 

Post-employment Benefits

 

The subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care, and life insurance plan for eligible retirees.

 

The amounts related to such benefits were determined based on a valuation conducted by an independent actuary as of December 31, 2016 and are recognized in the interim financial information in accordance with IAS 19 R2011 (CPC 33 R2).

 

 

09/30/2017

 

12/31/2016

 

 

 

 

Health and dental care plan (1)

35,571

 

32,826

FGTS Penalty

67,330

 

64,654

Bonus

33,798

 

32,815

Life insurance (1)

15,612

 

14,456

 

 

   

Total

152,311

 

144,751

 

 

   

Current

23,211

 

24,940

Non-current

129,100

 

119,811

 

(1)     Only Ipiranga.

 

60

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

19.  Provision for Asset Retirement Obligation – Fuel Tanks (Consolidated)

 

The provision corresponds to the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain use period (see Note 2.m).

 

Changes in the provision for asset retirement obligation are as follows:

 

 

09/30/2017

 

09/30/2016

Initial balance

77,564

 

74,716

Additions (new tanks)

468

 

249

Expense with tanks removed

(1,526)

 

(2,191)

Accretion expense

1,483

 

4,749

Final balance

77,989

 

77,523

 

 

 

 

Current

4,831

 

4,540

Non-current

73,158

 

72,983

 

 

20.  Provisions, Contingencies and Commitments (Consolidated)

 

a. 

Provisions for tax, civil, and labor risks

 

The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by Management based on the opinion of the Company’s legal department and its external legal advisors.

 

The table below demonstrates the breakdown of provisions by nature and its movement:

 

Provisions

Balance on

12/31/2016

 

Additions

 

Write-offs

 

Monetary restatement

 

Balance on

09/30/2017

 

 

 

 

 

 

 

 

 

 

IRPJ and CSLL (a.1.1)

473,490

 

-

 

(2,163)

 

20,654

 

491,981

PIS and COFINS (a.1.2)

141,112

 

-

 

(109,463)

 

2,999

 

34,648

ICMS

17,099

 

1,724

 

(1,100)

 

438

 

18,161

Social security

13,022

 

321

 

(271)

 

460

 

13,532

Civil, environmental and regulatory claims (a.2.1)

69,350

 

12,568

 

(3,029)

 

304

 

79,193

Labor litigation (a.3.1)

65,162

 

14,163

 

(10,213)

 

871

 

69,983

Other

547

 

176

 

(24)

 

18

 

717

     

 

 

 

 

 

 

 

Total

779,782

 

28,952

 

(126,263)

 

25,744

 

708,215

     

 

 

 

 

 

 

 

Current

52,694

 

 

 

 

 

 

 

54,566

Non-current

727,088

 

 

 

 

 

 

 

653,649

 

Some of the provisions above involve, in whole or in part, escrow deposits.

 

 

61

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Balances of escrow deposits are as follows:

 

 

09/30/2017

 

12/31/2016

 

 

   

Tax matters

651,120

 

643,423

Labor litigation

73,092

 

70,392

Civil and other

93,217

 

64,955

 

 

   

Total – non-current assets

817,429

 

778,770

 

 

a.1)

Provisions for Tax Matters and Social Security

 

a.1.1) On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the RFB, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction, the subsidiaries made escrow deposits for these debits which amounted to R$ 478,781 as of September 30, 2017 (R$ 457,868 as of December 31, 2016). On July 18, 2014, a second instance unfavorable decision was published and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision, the subsidiaries presented a writ of prevention which was dismissed on December 30, 2014, and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts (STJ and STF) whose final trial are pending.

a.1.2) The subsidiaries Oxiteno S.A., Oxiteno Nordeste, Cia. Ultragaz, Tequimar, Tropical Transportes Ipiranga Ltda., EMCA, IPP and Extrafarma filed for a preliminary injunction seeking the deduction of ICMS from their PIS and COFINS tax bases. On March 15, 2017, in a decision with general repercussion, the Federal Supreme Court (STF) decided that the ICMS does not make up the calculation of PIS and COFINS tax bases. Therefore, supported by its legal advisors, on March 31, 2017, Oxiteno Nordeste and IPP reversed the provision in the amount of R$ 109,463.

The Company emphasizes that it is possible for the STF to restrict the effects of the judgment or to decide that the effectiveness will be reached after its final decision or other time that may be fixed. Despite the favorable context, until there is effective final decision, the causes may be reassessed, which could result in the recognition of new provisions in the future.

a.2) Provisions for Civil, Environmental and Regulatory Claims

 

a.2.1) The Company and its subsidiaries maintained provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental and regulatory issues in the amount of R$ 79,193 as of September 30, 2017 (R$ 69,350 as of December 31, 2016).

 

 

 a.3)

Provisions for Labor Matters

 

a.3.1) The Company and its subsidiaries maintained provisions of R$ 69,983 as of September 30, 2017 (R$ 65,162 as of December 31, 2016) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights.

 

 

62

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

b. Contingent Liabilities (Possible)

 

The Company and its subsidiaries have other pending administrative and legal proceedings of tax, civil, environmental, regulatory, and labor nature, which are individually less relevant, and were estimated by their legal counsel as having possible and/or remote risks (proceedings whose chance of loss is 50% or less). As such, the related potential losses were not provided for by the Company and its subsidiaries based on these opinions. The Company and its subsidiaries are also litigating for recovery of taxes and contributions, which were not recognized in the interim financial information due to their contingent nature. The estimated amount of this contingency is R$ 2,560,808 as of September 30, 2017 (R$ 2,252,637 as of December 31, 2016).

 

b.1) Contingent Liabilities for Tax Matters and Social Security

 

The Company and its subsidiaries have contingent liabilities for tax matters and social security in the amount of R$ 1,681,511 as of September 30, 2017 (R$ 1,519,658 as of December 31, 2016), mainly represented by:

 

b.1.1) The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products which sales are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 176,533 as of September 30, 2017 (R$ 169,889 as of December 31, 2016).

b.1.2) The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved as of September 30, 2017 in these proceedings, was R$ 607,882 (R$ 626,393 as of December 31, 2016). Such proceedings arise mostly of the disregard of ICMS credits amounting to R$ 299,902 (R$ 283,367 as of December 31, 2016), of which R$ 120,285 (R$ 113,889 as of December 31, 2016) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 112,280 (R$ 108,786 as of December 31, 2016); and inventory differences in the amount of R$ 147,870 (R$ 147,031 as of December 31, 2016) related to the leftovers or faults due to temperature changes or product handling.

 

b.1.3) The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total amount is R$ 617,102 as of September 30, 2017 (R$ 450,120 as of December 31, 2016), mainly represented by:

 

b.1.3.1) In the first quarter of 2017, the subsidiary IPP received a tax assessment related to the IRPJ and CSLL resulting from the supposedly undue amortization of the goodwill paid on acquisition of a subsidiary, in the amount of R$ 185,216 as of September 30, 2017, which includes the amount of the income taxes, interest and penalty. Management assessed the likelihood of the tax assessment, supported by the opinion of its legal advisors, as “possible”, and therefore did not recognize a provision for this contingent liability.

 

63

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

b.2) Contingent Liabilities for Civil, Environmental and Regulatory Claims

 

The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 598,630, totalizing 2,807 lawsuits as of September 30, 2017 (R$ 480,065, totalizing 2,329 lawsuits as of December 31, 2016), mainly represented by:

 

b.2.1) The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz and imposed a penalty of R$ 32,128 in updated amount as of September 30, 2017 (R$ 31,281 as of December 31, 2016). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.

 

b.2.2) On November 29, 2016, a technical opinion was issued by the Operational Support Center for Execution (Centro de Apoio Operacional à Execução - CAEX), a technical body linked to the São Paulo State Public Prosecutor (“MPE”), presenting a proposal of compensation for the alleged environmental damages caused by the fire on April 2nd, 2015 at the Santos Terminal of the subsidiary Tequimar. This technical opinion is non-binding, with no condemnatory or sanctioning nature, and will still be evaluated by the authorities and parties. The subsidiary is negotiating an agreement with the MPE and the Brazilian Federal Public Prosecutor (“MPF”), and currently there is no lawsuit filed on the matter. The negotiations relate to in natura repair of the any damages. In case of satisfactory conclusion of the negotiations with the MPE and MPF, the payments related to the project costs may affect the future Company’s financial statements. For more information see Note 33.

 

b.2.3) In 2016, the subsidiary Cia. Ultragaz became party to two administrative proceedings filed by CADE, related to allegations of anti-competitive practices. One of the proceedings relate to practices in the State of Paraíba and other Northeast States, in which the subsidiary Bahiana is part along with Cia. Ultragaz. The subsidiaries, supported by its external legal counsels, evaluated the facts and evidences and presented a defense to CADE on August 1, 2017, bringing preliminary questions of an instrumental and formal order of the administrative proceeding, as well as questions of merit. According to Law 12,529/11 (“Defense of Competition Law”), the charged fine for violation of the economic order has a range from 0.1% to 20% of the gross revenue of the company, group or conglomerate obtained, in the last year prior to the initiation of the administrative proceeding, in the business activity in which the infraction occurred, and shall never be less than the advantage obtained, when the estimative is possible. As of September 30, 2017, as a result of this administrative proceeding, no fine had been imposed to the subsidiaries. Based on the above, and supported by the opinion of external legal counsel that classified the probability of loss as “possible”, Management did not recognize a provision for this contingency as of September 30, 2017. If the conclusion is that the subsidiaries have done such activities or anti-competitive behavior, the subsidiaries may incur fines, penalties and/or criminal sanctions against them and/or certain executives, directors or employees. The second proceeding relate to practices in the Federal District and around, in which only Cia. Ultragaz is part. On this proceeding, Cia. Ultragaz signed a Cessation Commitment Agreement (TCC) with CADE, approved on September 6, 2017, in the amount of R$ 2,154, recorded in the third quarter of 2017. Two former employees signed TCC in the amount of R$ 50 each. With the TCC, the administrative proceeding will be suspended in relation to the Cia. Ultragaz.

 

b.3) Contingent Liabilities for Labor Matters

 

The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 280,667, totalizing 1,777 lawsuits as of September 30, 2017 (R$ 252,914, totalizing 1,484 lawsuits as of December 31, 2016), mainly represented by:

 

b.3.1) In 1990, the Petrochemical Industry Labor Union (Sindiquímica), of which the employees of Oxiteno Nordeste and EMCA, companies located in the Camaçari Petrochemical Complex, are members, filed separate lawsuits against the subsidiaries demanding the compliance with the fourth section of the collective labor agreement, which provided for a salary adjustment in lieu of the salary policies practiced. In the same year, a collective labor dispute was also filed by the Union of Employers (SINPEQ) against Sindiquímica, requiring the recognition of the loss of effectiveness of such fourth section. The decisions rendered on the individual claims which were favorable to the subsidiaries Oxiteno Nordeste and EMCA are final and unappealable. The collective labor dispute remains pending trial by STF. In 2010, some companies in the Camaçari Petrochemical Complex signed an agreement with Sindiquímica and reported the fact in the collective labor dispute. In October 2015, Sindiquímica filed enforcement lawsuits against all Camaçari Petrochemical Complex companies that have not yet made settlements, including Oxiteno Nordeste and EMCA.

 

64

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

21.  Deferred Revenue (Consolidated)

 

The Company’s subsidiaries have recognized the following deferred revenue:

 

 

09/30/2017

 

12/31/2016

 

 

 

 

‘am/pm’ and Jet Oil franchising upfront fee

18,965

 

18,620

Loyalty program “Km de Vantagens”

12,023

 

13,062

Loyalty program “Clube Extrafarma”

2,234

 

3,128

 

 

 

 
 

33,222

 

34,810

 

 

 

 

Current

20,672

 

22,300

Non-current

12,550

 

12,510

 

Loyalty Programs

 

Subsidiary Ipiranga has a loyalty program called Km de Vantagens (www.kmdevantagens.com.br) under which registered customers are rewarded with points when they buy products at Ipiranga service stations or at its partners. The customers may exchange these points, during the period of one year, for discounts on products and services offered by Ipiranga and its partners. Points received by Ipiranga’s customers that may be used with the partner Multiplus Fidelidade and for discounts of fuel in Ipiranga’s website (www.postoipiranganaweb.com.br) and discounted from sales revenue.

 

Subsidiary Extrafarma has a loyalty program called Clube Extrafarma (www.clubeextrafarma.com.br) under which registered customers are rewarded with points when they buy products at its drugstore chain. The customers may exchange these points, during the period of six months, for discounts in products at its drugstore chain, recharge credit on a mobile phone, and prizes offered by partners Multiplus Fidelidade and Ipiranga, through Km de Vantagens. Points received by Extrafarma’s customers are discounted from sales revenue.

 

Deferred revenue is estimated based on the fair value of the points granted, considering the value of the prizes and the expected redemption of points. Deferred revenue is recognized in profit or loss when the points are redeemed, on which occasion the costs incurred are also recognized. Deferred revenue of unredeemed points is also recognized in profit or loss when the points expire.

 

Franchising Upfront Fee

 

am/pm is the convenience stores chain of the Ipiranga service stations. Ipiranga ended on September 30, 2017 with 2,300 stores (2,165 stores on December 31, 2016). Jet Oil is Ipiranga’s lubricant-changing and automotive service specialized network. Ipiranga ended on September 30, 2017 with 1,681 stores (1,594 stores on December 31, 2016). The franchising upfront fee received by Ipiranga is deferred and recognized in profit or loss on the straight-line accrual basis throughout the terms of the agreements with the franchisees.

 

 

 

65

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

22.  Subscription warrants – indemnification

 

Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 3,205,622 shares of the Company. The subscription warrants – indemnification may be exercised beginning 2020 by the former shareholders of Extrafarma and are adjusted according to the changes in the amounts of provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. The subscription warrants – indemnification’s fair value is measured based on the share price of Ultrapar (UGPA3) and is reduced by the dividend yield until 2020, since the exercise is possible only from 2020, and they are not entitled to dividends until that date. As of September 30, 2017, the subscription warrants – indemnification were represented by 2,409,419 shares and amounted to R$ 171,982 (as of December 31, 2016, they were represented by 2,394,825 and totaled R$ 153,429). Due to the final adverse decision of some of these lawsuits, on September 30, 2017, the maximum number of shares that could be issued related to the subscription warrants – indemnification was up to 3,037,669 (3,059,579 shares as of December 31, 2016). For further information on Extrafarma’s acquisition, see Note 3.a to the financial statements of the Company filed with the CVM on February 17, 2016.

 

23. Shareholders’ Equity

 

a.  

Share Capital

The Company is a publicly traded company listed on B3 in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (NYSE) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”. On September 30, 2017, the subscribed and paid-in capital stock consists of 556,405,096 common shares with no par value and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

The price of the shares issued by the Company as of September 30, 2017, on B3 was R$ 75.31.

 

As of September 30, 2017, the Company is authorized to increase capital up to the limit of 800,000,000 common shares, without amendment to the Bylaws, by resolution of the Board of Directors.

 

As of September 30, 2017, there were 28,790,860 common shares outstanding abroad in the form of ADRs (28,944,097 shares as of December 31, 2016).

 

 

b.  

Treasury Shares

The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Instructions 10, of February 14, 1980 and 268, of November 13, 1997.

 

As of September 30, 2017, 13,031,356 common shares (13,131,356 as of December 31, 2016) were held in the Company’s treasury, acquired at an average cost of R$ 36.85 per share (R$ 36.85 as of December 31, 2016).

 

 

c.  

Capital Reserve

The capital reserve reflects the gain on the transfer of shares at market price to be held in treasury by the Company’s subsidiaries, at an average price of R$ 30.37 per share. Such shares were used in the Deferred Stock Plan granted to executives of these subsidiaries, as mentioned in Note 8.c).

 

Because of Extrafarma’s association in 2014, the Company recognized an increase in the capital reserves in the amount of R$ 498,812, due to the difference between the value attributable to share capital and the market value of the Ultrapar shares on the date of issue, deducted by R$ 2,260 related to the incurred costs directly attributable to issuing new shares.

 

d.  

Revaluation Reserve

The revaluation reserve reflects the revaluation of assets of subsidiaries and is based on depreciation, write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.

 

 

66

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

e.  

Profit Reserves

 

Legal Reserve

 

Under Brazilian Corporate Law, the Company is required to appropriate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of capital stock. This reserve may be used to increase capital or absorb losses, but may not be distributed as dividends.

 

Retention of Profits

 

Reserve recognized in previous fiscal years and used for investments contemplated in a capital budget, mainly for expansion, productivity, and quality, acquisitions and new investments, in accordance with Article 196 of Brazilian Corporate Law.

 

 

Investments Reserve

 

In compliance with Article 194 of the Brazilian Corporate Law and Article 55.c) of the Bylaws this reserve is aimed to protect the integrity of the Company’s assets and to supplement its capital stock, in order to allow new investments to be made. As provided in its Bylaws, the Company may allocate up to 45% of net income to the investments reserve, up to the limit of 100% of the share capital.

 

The amounts of retention of profits and investments reserve are free of distribution restrictions and totaled R$ 2,582,898 as of September 30, 2017 (R$ 3,915,964 as of December 31, 2016). In compliance with Article 199 of the Brazilian Corporate Law, on April 19, 2017 the Annual General Shareholders’ Meeting deliberated the excess of the profit reserves in relation to share capital, increasing the share capital in the amount of R$ 1,333,066, related to the retained earnings reserve.

 

f.  

Other Comprehensive Income

 

Valuation Adjustments

 

 

Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in shareholders’ equity under the title “valuation adjustments”. Actuarial gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods.

 

Gains and losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges are recorded in shareholders’ equity as “valuation adjustments”. Gains and losses are reclassified to initial cost of non-financial assets.

 

Cumulative Translation Adjustments

 

The change in exchange rates on assets, liabilities, and income of foreign subsidiaries that have (i) functional currency other than the presentation currency of the Company, (ii) an independent administration and (iii) notes in the foreign market (see Note 31 - net investment hedge in foreign entities), is directly recognized in the shareholders’ equity. This accumulated effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment.

 

 

67

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Balance and changes in other comprehensive income of the Company are as follows:

 

 

Valuation adjustments

 

 

 

Fair value of cash flow hedging instruments

 

Actuarial gains of post-employment benefits

 

Total

 

Cumulative translation adjustment

 

 

 

 

 

 

 

 

Balance as of December 31, 2016

(26,883)

 

2,896

 

(23,987)

 

7,519

 

 

 

 

 

 

 

 

Translation of foreign subsidiaries, net of income tax

-

 

-

 

-

 

1,566

 

 

 

 

 

 

 

 

Changes in fair value

76,343

 

-

 

76,343

 

-

 

 

 

 

 

 

 

 

Income and social contribution taxes on fair value

(25,646)

 

-

 

(25,646)

 

-

 

 

 

 

 

 

 

 

Actuarial losses of post-employment benefits

-

 

(24)

 

(24)

 

-

 

 

 

 

 

 

 

 

Balance as of September 30, 2017

23,814

 

2,872

 

26,686

 

9,085

               

 

 

 

Valuation adjustments

 

 

 

 

Fair value of cash flow hedging instruments

 

Fair value of financial instruments classified as available for sale

 

Actuarial gains of post-employment benefits

 

Total

 

Cumulative translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2015

6,261

 

1,523

 

11,169

 

18,953

 

66,925

 

 

 

 

 

 

 

 

 

 

Translation of foreign subsidiaries

-

 

-

 

-

 

-

 

(71,202)

 

 

 

 

 

 

 

 

 

 

Changes in fair value

(37,937)

 

-

 

-

 

(37,937)

 

-

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes on fair value

8,637

 

-

 

-

 

8,637

 

-

 

 

 

 

 

 

 

 

 

 

Actuarial gain of post-employment benefits

-

 

-

 

4,327

 

4,327

 

-

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes on actuarial gains

-

 

-

 

(1,471)

 

(1,471)

 

-

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2016

(23,039)

 

1,523

 

14,025

 

(7,491)

 

(4,277)

 

 

 

 

 

 

 

 

 

 

 

g.  

Dividends and Allocation of Net Income

 

 

The shareholders are entitled, under the Bylaws, to a minimum annual dividend of 50% of adjusted net income calculated in accordance with Brazilian Corporate Law. The dividends and interest on equity in excess of the obligation established in the Bylaws are recognized in shareholders’ equity until the Shareholders approve them. The proposed dividends payable as of December 31, 2016 in the amount of R$ 472,650 (R$ 0.87 – eighty seven cents of Brazilian Real per share), were approved by the Board of Directors on February 22, 2017, and paid beginning March 10, 2017, being ratified at the Annual General Shareholders’ Meeting on April 19, 2017. On August 9, 2017, the Board of Directors approved the anticipation of dividends of 2017, in the amount of R$ 461,868 (R$ 0.85 – eighty five cents of Brazilian Real per share), paid as from August 25, 2017.

 

68

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

24.  Revenue from Sale and Services (Consolidated)

 

 

09/30/2017

 

09/30/2016

 

 

 

 

Gross revenue from sale

59,967,551

 

59,731,400

Gross revenue from services

517,529

 

454,691

Sales taxes

(1,368,167)

 

(1,458,385)

Discounts and sales returns

(688,423)

 

(464,085)

Deferred revenue (see Note 21)

5,025

 

4,081

 

 

 

 

Net revenue from sales and services

58,433,515

 

58,267,702

 

25.  Expenses by Nature (Consolidated)

 

The Company presents its expenses by function in the consolidated income statement and presents below its expenses by nature:

 

09/30/2017

 

09/30/2016

 

 

 

 

Raw materials and materials for use and consumption

52,185,560

 

52,197,694

Personnel expenses

1,640,148

 

1,499,988

Freight and storage

842,116

 

808,067

Depreciation and amortization

869,504

 

819,821

Advertising and marketing

156,651

 

148,048

Services provided by third parties

257,780

 

222,459

Lease of real estate and equipment

143,978

 

120,927

Other expenses

304,856

 

269,211

 

 

 

 

Total

56,400,593

 

56,086,215

 

 

 

 

Classified as:

 

 

 

Cost of products and services sold

53,086,325

 

53,073,251

Selling and marketing

2,153,701

 

1,965,256

General and administrative

1,160,567

 

1,047,708

 

 

 

 

Total

56,400,593

 

56,086,215

 

Research and development expenses are recognized in the income statements and amounted to R$ 40,420 for the nine-month period ended September 30, 2017 (R$ 35,281 for the nine-month period ended September 30, 2016).

 

 

69

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

26.  Gain (loss) on Disposal of Property, Plant and Equipment and Intangibles (Consolidated)

 

The gain or loss is determined as the difference between the selling price and residual book value of the investment, property, plant, and equipment, or intangible asset disposed of. For the nine-month period ended September 30, 2017, the loss was R$ 754 (loss of R$ 2,066 for the nine-month period ended September 30, 2016), represented primarily from disposal of property, plant, and equipment.

 

 

27.  Other Operating Income, Net (Consolidated)

 

 

09/30/2017

 

09/30/2016

 

 

 

 

Commercial partnerships (1)

30,291

 

33,010

Merchandising (2)

13,107

 

25,685

Loyalty program (3)

16,367

 

9,115

Ultracargo – fire accident in Santos (4)

(36,002)

 

16,911

Reversal of provision – ICMS from PIS and COFINS tax bases (see Note 20.a.1.2)

49,152

 

-

Others

5,742

 

5,352

 

 

 

 

Other operating income, net

78,657

 

90,073

       

 

(1) Refers to contracts with service providers and suppliers which establish trade agreements for convenience stores and gas stations.

 

(2) Refers to contracts with suppliers of convenience stores, which establish, among other agreements, promotional campaigns.

 

(3) Refers to sales of “Km de Vantagens” to partners of the loyalty program. Revenue is recognized at the time that the partners transfer the points to their customers.

 

(4) For more information about the fire accident in Ultracargo, see Note 33.

 

 

70

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

28.  Financial Income (Expense)

 

Parent

 

Consolidated

 

09/30/2017

 

09/30/2016

 

09/30/2017

 

09/30/2016

 

 

 

 

 

 

 

 

Financial income:

   

 

       

Interest on financial investments

78,011

 

108,688

 

373,776

 

262,668

Interest from customers

-

 

-

 

74,832

 

75,444

Other financial income

-

 

-

 

2,657

 

2,986

 

78,011

 

108,688

 

451,265

 

341,098

Financial expenses:

 

 

 

 

 

 

 

Interest on loans

-

 

-

 

(553,700)

 

(550,023)

Interest on debentures

(69,840)

 

(89,742)

 

(280,006)

 

(270,873)

Interest on finance leases

-

 

-

 

(4,327)

 

(7,167)

Bank charges, financial transactions tax, and other charges

(2,205)

 

(4,707)

 

(67,606)

 

(54,824)

Exchange variation, net of gains and losses with derivative instruments

-

 

-

 

70,502

 

(42,280)

Reversal of provision – ICMS from PIS and COFINS tax bases (see Note 20.a.1.2)

-

 

-

 

43,411

 

-

Changes in subscription warranty - indemnification (see Note 22)

(20,640)

 

(47,100)

 

(20,640)

 

(47,100)

Monetary restatement of provisions, net, and other financial expenses

589

 

(18)

 

6,248

 

(9,997)

 

(92,096)

 

(141,567)

 

(806,118)

 

(982,264)

 

 

 

 

 

 

 

 

Financial income (expense)

(14,085)

 

(32,879)

 

(354,853)

 

(641,166)

 

 

 

71

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

29.   Earnings per Share (Parent and Consolidated)

 

The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a deferred stock plan and subscription warrants - indemnification, as mentioned in Notes 8.c and 22, respectively.

 

Basic Earnings per Share

09/30/2017

 

09/30/2016

 

 

 

 

Net income for the period of the Company

1,169,416

 

1,126,197

Weighted average shares outstanding (in thousands)

541,774

 

541,356

Basic earnings per share –R$

2.1585

 

2.0803

 

 

 

 

Diluted Earnings per Share

09/30/2017

 

09/30/2016

 

 

 

 

Net income for the period of the Company

1,169,416

 

1,126,197

Weighted average shares outstanding (in thousands), including
deferred stock plan and subscription warrants - indemnification

545,744

 

545,462

Diluted earnings per share –R$

2.1427

 

2.0647

 

 

 

 

Weighted Average Shares Outstanding (in thousands)

09/30/2017

 

09/30/2016

 

 

 

 

Weighted average shares outstanding for basic per share calculation

541,774

 

541,356

Dilution effect

 

 

 

 Subscription warrants - indemnification

2,392

 

2,231

 Deferred Stock Plan

1,578

 

1,875

Weighted average shares outstanding for diluted per share calculation

545,744

 

545,462

 

 

72

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

30.   Segment Information

 

The Company operates five main business segments: gas distribution, fuel distribution, chemicals, storage and drugstores. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants and related activities throughout all the Brazilian territory. The chemicals segment (Oxiteno) produces ethylene oxide and its main derivatives and fatty alcohols, which are raw materials used in the home and personal care, agrochemical, paints, varnishes, and other industries. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil. The drugstores segment (Extrafarma) trades pharmaceutical, hygiene, and beauty products through its own drugstore chain in the states of Amapá, Bahia, Ceará, Maranhão, Pará, Paraíba, Pernambuco, Piauí, Rio Grande do Norte, São Paulo and Tocantins. The segments shown in the interim financial information are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.

 

The main financial information of each of the Company’s segments are stated as follows:

 

 

09/30/2017

 

09/30/2016

Net revenue from sales and services:

     

Ultragaz

4,401,209

 

3,986,685

Ipiranga

49,554,161

 

50,048,840

Oxiteno

2,827,528

 

2,869,116

Ultracargo

319,378

 

258,896

Extrafarma

1,376,761

 

1,144,860

Others (1)

38,446

 

31,708

Intersegment sales

(83,968)

 

(72,403)

Total

58,433,515

 

58,267,702

 

 

 

 

Intersegment sales:

 

 

 

Ultragaz

1,489

 

2,266

Ipiranga

670

 

-

Oxiteno

1,072

 

1,895

Ultracargo

42,468

 

36,690

Extrafarma

-

 

-

Others (1)

38,269

 

31,552

Total

83,968

 

72,403

 

 

 

 

Net revenue from sales and services, excluding intersegment sales:

 

 

 

Ultragaz

4,399,720

 

3,984,419

Ipiranga

49,553,491

 

50,048,996

Oxiteno

2,826,456

 

2,867,221

Ultracargo

276,910

 

222,206

Extrafarma

1,376,761

 

1,144,860

Others (1)

177

 

-

Total

58,433,515

 

58,267,702

 

 

73

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

09/30/2017

 

09/30/2016

Operating income (expense):

     

Ultragaz

268,073

 

206,051

Ipiranga

1,705,706

 

1,702,072

Oxiteno

106,733

 

299,999

Ultracargo

50,793

 

65,107

Extrafarma

(23,385)

 

(7,006)

Others (1)

2,905

 

3,271

Total

2,110,825

 

2,269,494

 

 

 

 

Share of profit (loss) of joint-ventures and associates:

 

 

 

Ultragaz

863

 

(17)

Ipiranga

(13,263)

 

(17,047)

Oxiteno

1,056

 

922

Ultracargo

1,336

 

(13)

Others (1)

26,119

 

21,540

Total

16,111

 

5,385

 

 

 

 

Financial income

451,265

 

341,098

Financial expenses

(806,118)

 

(982,264)

Income before income and social contribution taxes

1,772,083

 

1,633,713

 

 

 

 

 

 

 

 

Additions to property, plant, and equipment and intangible assets:

 

 

 

Ultragaz

196,628

 

219,622

Ipiranga

729,534

 

569,400

Oxiteno

298,116

 

162,744

Ultracargo

62,276

 

41,811

Extrafarma

101,672

 

83,954

Others (1)

15,073

 

9,034

Total additions to property, plant, and equipment and intangible assets (see Notes 12 and 13)

1,403,299

 

1,086,565

Asset retirement obligation – fuel tanks (see Note 19)

(468)

 

(249)

Capitalized borrowing costs

(18,173)

 

(17,872)

Total investments in property, plant, and equipment and intangible assets (cash flow)

1,384,658

 

1,068,444

 

Depreciation and amortization charges (excluding intersegment account balances):

     

Ultragaz

132,480

 

118,370

Ipiranga

535,029

 

514,988

Oxiteno

111,408

 

112,858

Ultracargo

35,413

 

32,356

Extrafarma

44,248

 

30,855

Others (1)

10,926

 

10,394

Total

869,504

 

819,821

 

 

74

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

09/30/2017

 

12/31/2016

Total assets (excluding intersegment account balances):

 

 

 

Ultragaz

2,435,710

 

2,308,686

Ipiranga

13,715,195

 

11,663,289

Oxiteno

6,180,537

 

6,354,788

Ultracargo

1,392,683

 

1,535,815

Extrafarma

1,786,434

 

1,719,524

Others (1)

525,059

 

577,568

Total

26,035,618

 

24,159,670

                                                                                                                                                                                             

(1) Composed of the parent company Ultrapar (including goodwill of certain acquisitions) and subsidiaries Serma - Associação dos Usuários de Equipamentos de Processamento de Dados e Serviços Correlatos (“Serma”) and Imaven Imóveis Ltda.

 

 

Geographic Area Information

 

The fixed and intangible assets of the Company and its subsidiaries are located in Brazil, except those related to Oxiteno’ plants abroad, as shown below:

 

 

09/30/2017

 

12/31/2016

 

 

 

 

United States of America

405,015

 

264,478

Mexico

112,529

 

103,051

Uruguay

63,463

 

67,251

Venezuela

7,534

 

5,989

 

588,541

 

440,769

 

The subsidiaries generate revenue from operations in Brazil, Mexico, United Stated of America, Uruguay and Venezuela, as well as from exports of products to foreign customers, as disclosed below:

 

 

09/30/2017

 

09/30/2016

Net revenue:

 

 

 

Brazil

57,612,607

 

57,445,901

Mexico

139,730

 

137,835

Uruguay

24,416

 

31,758

Venezuela

26,056

 

16,108

Other Latin American countries

309,568

 

334,692

United States of America and Canada

148,554

 

123,068

Far East

53,138

 

47,432

Europe

81,249

 

84,682

Others

38,197

 

46,226

 

 

 

 

Total

58,433,515

 

58,267,702

 

 

75

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

31.   Risks and Financial Instruments (Consolidated)

 

Risk Management and Financial Instruments - Governance

 

The main risks to which the Company and its subsidiaries are exposed reflect strategic/operational and economic/financial aspects. Operational/strategic risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by the 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 their counterparties. These risks are managed through control policies, specific strategies, and the establishment of limits.

 

The Company has a conservative policy for the management of resources, financial instruments, and risks approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are risks associated with currencies, interest rates, credit, and selection of financial instruments. Governance of the management of financial risks and financial instruments follows the segregation of duties below:

 

Implementation of the management of financial assets, instruments, and risks is the responsibility of the financial area, through its treasury department, with the assistance of the tax and accounting departments.

Supervision and monitoring of compliance with the principles, guidelines, and standards of the Policy is the responsibility of the Risk and Investment Committee, which is composed of members of the 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, fundraising, or risk mitigation. The Committee monitors the risk standards established by the Policy through a monitoring map on a monthly basis.

Changes in the Policy or revisions of its standards are subject to the approval of the Board of Directors of Ultrapar.

Continuous improvement of the Policy is the joint responsibility of the Board of Directors, the Committee, and the financial area.

• 

The internal audit department audits the compliance with the requirements of the Policy.

 

 

 

76

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Currency Risk

 

Most transactions of the Company, through  its subsidiaries, are located in Brazil and, therefore, the reference currency for risk management is the Brazilian Real. Currency risk management is guided by neutrality of currency exposures and considers the transactional, accounting, and operational risks of the Company and its subsidiaries and their exposure to changes in exchange rates. The Company considers as its main currency exposures the assets and liabilities in foreign currency and the short-term flow of net sales in foreign currency of Oxiteno.

 

The Company and its subsidiaries use exchange rate hedging instruments (especially between the Brazilian Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts, and disbursements in foreign currency and net investments in foreign operations. Hedge is used in order to reduce the effects of changes in exchange rates on the Company´s income and cash flows in Brazilian Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts, and disbursements in foreign currencies to which they are related. Assets and liabilities in foreign currencies are stated below, translated into Brazilian Reais:

 

Assets and Liabilities in Foreign Currencies

 

In millions of Brazilian Reais

 

09/30/2017

 

12/31/2016

 

 

 

 

 

Assets in foreign currency

 

     

Cash, cash equivalents and financial investments in foreign currency (except hedging instruments)

 

257.8

 

423.9

Foreign trade receivables, net of allowance for doubtful accounts and advances to foreign customers

 

189.8

 

323.4

Net investments in foreign subsidiaries (except cash, cash equivalents, financial investments, trade receivables, financing, and payables)

 

745.0

 

600.9

 

 

1,192.6

 

1,348.2

 

 

 

 

 

Liabilities in foreign currency

 

 

 

 

Financing in foreign currency, gross of transaction costs and negative goodwill

 

(4,141.9)

 

(4,736.3)

Payables arising from imports, net of advances to foreign suppliers

 

(120.3)

 

(57.1)

 

 

(4,262.2)

 

(4,793.4)

 

 

 

 

 

Foreign currency hedging instruments

 

1,682.5

 

2,206.4

 

 

 

 

 

Net asset (liability) position – Total

 

(1,387.1)

 

(1,238.8)

 

 

 

 

 

Net asset (liability) position – Income statement effect

 

2.5

 

24.8

Net asset (liability) position – Shareholders’ equity effect

 

(1,389.6)

 

(1,263.6)

 

 

 

 

77

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Sensitivity Analysis of Assets and Liabilities in Foreign Currency

 

The table below shows the effect of exchange rate changes in different scenarios, based on the net liability position of R$ 1,387.1 million in foreign currency:

 

In millions of Brazilian Reais

Risk

 

Scenario I

 

Scenario II

 

Scenario III

     

10%

 

25%

 

50%

 

 

 

 

 

 

 

 

(1) Income statement effect

Real devaluation

 

0.3

 

0.6

 

1.3

(2) Shareholders’ equity effect

 

 

(139.0)

 

(347.4)

 

(694.8)

(1) + (2)

Net effect

 

(138.7)

 

(346.8)

 

(693.5)

 

 

 

 

 

 

 

 

     

 

 

 

 

 

(3) Income statement effect

Real appreciation

 

(0.3)

 

(0.6)

 

(1.3)

(4) Shareholders’ equity effect

   

139.0

 

347.4

 

694.8

(3) + (4)

Net effect

 

138.7

 

346.8

 

693.5

 

The shareholders’ equity effect refers to cumulative translation adjustments of changes in the exchange rate on equity of foreign subsidiaries (see Notes 2.r and 23.f - Cumulative Translation Adjustments), net investments hedge in foreign entities, cash flow hedge of firm commitment and highly probable transaction (see Note 2.c and Hedge Accounting below).

 

78

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Interest Rate Risk

 

The Company and its subsidiaries adopt conservative policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the CDI, as set forth in Note 4. Borrowings primarily relate to financing from Banco do Brasil, BNDES, and other development agencies, as well as debentures and borrowings in foreign currency, as shown in Note 14.

 

The Company attempts to maintain its financial interest assets and liabilities at floating rates.

 

 

The table below shows the financial assets and liabilities exposed to floating interest rates:

 

In millions of Brazilian Reais

 

 

Note

 

09/30/2017

 

12/31/2016

CDI

 

 

 

 

 

Cash equivalents

4

 

4,737.4

 

3,837.8

Financial investments

4

 

1,248.2

 

1,174.5

Asset position of foreign exchange hedging instruments - CDI

31

 

29.2

 

28.3

Loans and debentures

14

 

(7,969.7)

 

(5,862.3)

Liability position of foreign exchange hedging instruments - CDI

31

 

(1,856.1)

 

(2,181.6)

Liability position of fixed interest instruments - CDI

31

 

(364.5)

 

-

Net liability position in CDI

 

 

(4,175.5)

 

(3,003.3)

TJLP

 

 

 

   

Loans –TJLP

14

 

(307.7)

 

(404.4)

Net liability position in TJLP

 

 

(307.7)

 

(404.4)

LIBOR

 

 

 

   

Asset position of foreign exchange hedging instruments - LIBOR

31

 

946.6

 

1,149.7

Loans - LIBOR

14

 

(1,272.1)

 

(1,470.1)

Net liability position in LIBOR

 

 

(325.5)

 

(320.4)

TIIE

 

 

 

   

Loans - TIIE

14

 

(3.5)

 

(9.6)

Net liability position in TIIE

 

 

(3.5)

 

(9.6)

SELIC

 

 

 

   

Loans – SELIC

14

 

(94.5)

 

(99.5)

Net liability position in SELIC

 

 

(94.5)

 

(99.5)

     

 

   

Total net liability position exposed to floating interest

 

 

(4,906.7)

 

(3,837.2)

 

 

 

 

79

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Sensitivity Analysis of Floating Interest Rate Risk

 

The table below shows the incremental expenses and income that would be recognized in financial income as of September 30, 2017, due to the effect of floating interest rate changes in different scenarios.

 

For sensitivity analysis of floating interest rate risk, the Company used the accumulated amount of the reference indexes (CDI, TJLP, LIBOR, TIEE and SELIC) as a base scenario up to September 30, 2017. Scenarios I, II and III were based on of 10%, 25% and 50% variation, respectively, in the floating interest rate of the base scenario:

 

In millions of Brazilian Reais

             
 

Risk

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

10%

 

25%

 

50%

Exposure of interest rate risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest effect on cash equivalents and financial investments

Increase in CDI

 

37.2

 

93.0

 

186.0

Foreign exchange hedging instruments (assets in CDI) effect

Increase in CDI

 

0.2

 

0.4

 

0.8

Interest effect on debt in CDI

Increase in CDI

 

(52.6)

 

(131.5)

 

(263.1)

Interest rate hedging instruments (liabilities in CDI) effect

Increase in CDI

 

(35.2)

 

(80.6)

 

(156.4)

Incremental expenses

   

(50.4)

 

(118.7)

 

(232.7)

 

 

 

 

 

 

 

 

Interest effect on debt in TJLP

Increase in TJLP

 

(1.8)

 

(4.5)

 

(9.1)

Incremental expenses

 

 

(1.8)

 

(4.5)

 

(9.1)

     

 

 

 

 

 

Foreign exchange hedging instruments (assets in LIBOR) effect

Increase in LIBOR

 

1.0

 

2.6

 

5.2

Interest effect on debt in LIBOR

Increase in LIBOR

 

(1.3)

 

(3.2)

 

(6.3)

Incremental expenses

 

 

(0.3)

 

(0.6)

 

(1.1)

     

 

 

 

 

 

Interest effect on debt in TIIE

Increase in TIIE

 

-

 

(0.1)

 

(0.1)

Incremental expenses

   

-

 

(0.1)

 

(0.1)

 

 

 

 

 

 

 

 

Interest effect on debt in SELIC

Increase in SELIC

 

(0.8)

 

(2.0)

 

(4.0)

Incremental expenses

 

 

(0.8)

 

(2.0)

 

(4.0)

 

 

 

80

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Credit Risks

 

The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments, and trade receivables.

 

Credit risk of financial institutions - Such risk results from the inability of financial institutions to comply with their financial obligations to the Company and its subsidiaries due to insolvency. The Company and its subsidiaries regularly conduct a credit review of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volume of cash and cash equivalents, financial investments, and hedging instruments are subject to maximum limits by each institution and, therefore, require diversification of counterparties.

 

Government credit risk - The Company's policy allows investments in government securities from countries classified as investment grade AAA or Aaa by specialized credit rating agencies and in Brazilian government bonds. The volume of such financial investments is subject to maximum limits by each country and, therefore, requires diversification of counterparties.

 

Customer credit risk - Such risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating and are additionally mitigated by the diversification of sales. No single customer or group accounts for more than 10% of total revenue.

 

The Company maintained the following allowances for doubtful accounts on trade receivables:

 

 

09/30/2017

 

12/31/2016

 

 

 

 

Ipiranga

222,370

 

182,252

Ultragaz

36,902

 

33,804

Oxiteno

10,708

 

10,856

Extrafarma

4,984

 

3,449

Ultracargo

2,192

 

2,971

Total

277,156

 

233,332

 

 

 

 

81

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Liquidity Risk

 

The Company and its subsidiaries’ main sources of liquidity derive from (i) cash, cash equivalents, and financial investments, (ii) cash generated from operations and (iii) financing. The Company and its subsidiaries believe that these sources are sufficient to satisfy their current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt, and payment of dividends.

 

The Company and its subsidiaries periodically examine opportunities for acquisitions and investments. They consider different types of investments, either directly, through joint ventures, or through associated companies, and finance such investments using cash generated from operations, debt financing, through capital increases, or through a combination of these methods.

 

The Company and its subsidiaries believe to have enough working capital and sources of financing to satisfy their current needs. The gross indebtedness due over the next twelve months totals R$ 3,457.5 million, including estimated interests on loans (for quantitative information, see Note 14). Furthermore, the investment plan for 2017 totals R$ 2,174 million, and until September 30, 2017 the amount of R$ 1,511.2 million had been realized. As of September 30, 2017, the Company and its subsidiaries had R$ 6,259.7 million in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 4).

 

The table below presents a summary of financial liabilities as of September 30, 2017 to be settled by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash outflows, and, therefore, these amounts ​​may be different from the amounts disclosed on the balance sheet as of September 30, 2017.

 

             

In millions of Brazilian Reais

                   

Financial liabilities

Total

 

Less than 1 year

 

Between 1 and 3 years

 

Between 3 and 5 years

 

More than 5 years

 

 

 

 

 

 

 

 

 

 

Loans including future contractual interest (1) (2)

16,387.6

 

3,457.5

 

5,084.8

 

4,212.1

 

3,633.2

Currency and interest rate hedging instruments (3)

381.3

 

102.7

 

176.8

 

89.3

 

12.5

Trade payables

1,578.9

 

1,578.9

 

-

 

-

 

-

 

(1) To calculate the estimated interest on loans some macroeconomic assumptions were used, including averaging for the period the following: (i) CDI of 8.0%, (ii) exchange rate of the Real against the U.S. dollar of R$ 3.18 in 2017, R$ 3.27 in 2018, R$ 3.43 in 2019, R$ 3.65 in 2020 and R$ 3.88 in 2021, R$ 4.12 in 2022, R$ 4.37 in 2023, R$ 4.63 in 2024, R$ 4.91 in 2025 and R$ 5.20 in 2026 (iii) TJLP of 7.0% p.a. and (iv) IGP-M of 4.6% in 2017, 4.5% in 2018, 3.8% in 2019, 3.7% from 2020 to 2021 and 3.8% from 2022 to 2031 (v) IPCA of 4.0% (source: B3, Bulletin Focus and financial institutions).

 

(2) Includes estimated interest payments on short-term and long-term loans until the payment date.

 

(3) The currency and interest rate hedging instruments were estimated based on projected U.S dollar futures contracts and the futures curves of DI x Pre and Pre x IPCA contracts quoted on B3 on September 29, 2017 and on the futures curve of LIBOR (ICE - IntercontinentalExchange) on September 29, 2017. In the table above, only the hedging instruments with negative results at the time of settlement were considered.

 

 

 

82

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Capital Management

 

The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, net debt / EBITDA, interest coverage, and indebtedness / equity ratios. Net debt is composed of cash, cash equivalents, and financial investments (see Note 4) and loans, including debentures (see Note 14). The Company can change its capital structure depending on the economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.

 

Selection and Use of Financial Instruments

 

In selecting financial investments and hedging instruments, an analysis is conducted to estimate rates of return, risks involved, liquidity, calculation methodology for the carrying value and fair value, and a review is conducted of any documentation applicable to the financial instruments. The financial instruments used to manage the financial resources of the Company and its subsidiaries are intended to preserve value and liquidity.

 

The Policy contemplates the use of derivative financial instruments only to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). The risks identified in the Policy are described in the above sections, and are subject to risk management. In accordance with the Policy, the Company and its subsidiaries can use forward contracts, swaps, options, and futures contracts to manage identified risks. Leveraged derivative instruments are not permitted. Because the use of derivative financial instruments is limited to the coverage of identified risks, the Company and its subsidiaries use the term “hedging instruments” to refer to derivative financial instruments.

 

As mentioned in the section “Risk Management and Financial Instruments – Governance”, the Committee monitors compliance with the risk standards established by the Policy through a risk map, including the use of hedging instruments, on a monthly basis. In addition, the internal audit department verifies the compliance with the requirements of the Policy.

 

 

 

83

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

The table below summarizes the position of hedging instruments entered into by the Company and its subsidiaries:

 

   

Notional amount1

 

Fair value

 

Amounts receivable

 

Amounts payable

Hedging instruments

Maturity

09/30/2017

 

12/31/2016

 

09/30/2017

 

12/31/2016

 

09/30/2017

                       

 

           

R$

 

R$

 

R$

 

R$

           

million

 

million

 

million

 

million

a –Exchange rate swaps receivable in U.S. dollars

                     

 

Receivables in U.S. dollars (LIBOR)

Oct 2017 to Oct 2026

US$ 300.0

 

US$ 350.0

 

946.6

 

1,149.7

 

946.6

 

-

Receivables in U.S. dollars (Fixed)

US$ 945.3

 

US$ 1,062.4

 

764.9

 

1,084.6

 

764.9

 

-

Payables in CDI interest rate

(US$ 1,245.3)

 

US$ (1,412.4)

 

(1,856.1)

 

(2,181.6)

 

-

 

1,856.1

Total result

-

 

-

 

(144.6)

 

52.7

 

1,711.5

 

1,856.1

   

 

     

 

     

 

 

 

b – Exchange rate swaps payable in U.S. dollars + COUPON

Oct 2017 to Dec 2017

 

     

 

     

 

 

 

Receivables in CDI interest rates

US$ 9.2

 

US$ 8.5

 

29.2

 

28.3

 

29.2

 

-

Payables in U.S. dollars (Fixed)

(US$ 9.2)

 

US$ (8.5)

 

(29.0)

 

(27.9)

 

-

 

29.0

Total result

-

 

-

 

0.2

 

0.4

 

29.2

 

29.0

   

 

     

 

     

 

 

 

c – Interest rate swaps in Brazilian Reais

Apr 2024

 

 

 

 

 

 

 

 

 

 

 

Receivables in fixed interest rates + IPCA

R$ 352.4

 

-

 

382.4

 

-

 

382.4

 

-

Payables in CDI interest rates

(R$ 352.4)

 

-

 

(364.5)

 

-

 

-

 

364.5

Total result

-

 

-

 

17.9

 

-

 

382.4

 

364.5

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross result

         

(126.5)

 

53.1

 

2,123.1

 

2,249.6

Income tax

         

(0.9)

 

(36.9)

 

(0.9)

 

-

Total net result

         

(127.4)

 

16.2

 

2,122.2

 

2,249.6

           

 

           

Positive result (see Note 4)

         

37.9

 

218.5

       

Negative result (see Note 14)

         

(165.3)

 

(202.3)

       

 

 

(1) In million. Currency as indicated.

 

All transactions mentioned above were properly registered with CETIP S.A.

 

 

84

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Hedging instruments existing as of September 30, 2017 are described below, according to their category, risk, and hedging strategy:

 

a - Hedging against foreign exchange exposure of liabilities in foreign currency - The purpose of these contracts is (i) to offset the effect of the change in exchange rates of debts or firm commitments in U.S. dollars by converting them into debts or firm commitments in Brazilian Reais linked to CDI, (ii) firm commitments in U.S. dollars, changing them into debts or firm commitments in Reais indexed to the CDI and (iii) change a financial investment linked to the CDI and given as a guarantee to a loan in the U.S. dollar into a financial investment linked to the U.S. dollar. As of September 30, 2017, the Company and its subsidiaries had outstanding swap contracts totaling US$ 1,245.3 million in notional amount with a liability position, on average of 79.7% of CDI, of which US$ 212.3 million, had an asset position at US$ + 1.23% p.a., US$ 300.0 million had an asset position at US$ + LIBOR + 1.29% p.a. and US$ 733.0 million in interest rate swap with an asset position at US$ + 5.65% p.a. This amount includes US$ 320.0 million related to the fair value of hedging instruments of Ipiranga’s debt (see Notes 14.c and “hedge accounting” below) and US$ 104.4 million related to hedging instruments of cash flow of firm commitment (see “hedge accounting” below).

b - Hedging against foreign exchange exposure of operations - The purpose of these contracts is to make the exchange rate of the revenues of subsidiaries Oleoquímica, Oxiteno S.A. and Oxiteno Nordeste equal to the exchange rate of the cost of their main raw materials during their operating cycles. As of September 30, 2017, these swap contracts totaled US$ 9.2 million and, on average, had an asset position at 63.8% of CDI and a liability position at US$ + 0.0% p.a.

c - Hedging against fixed interest rate + IPCA in Brazilian Reais – The purpose of this contract is to change fixed interest rate + IPCA of debentures issued in Brazilian Reais to floating interest. As of September 30, 2017 this swap contract totaled R$ 352.4 million of notional amount, corresponding to the principal amount of the debt and had an asset position at 4.68% p.a. + IPCA and a liability position at 93.9% of CDI.

 

85

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Hedge Accounting

 

The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.

 

Fair value hedge

 

The Company and its subsidiaries designate as fair value hedges certain financial instruments used to offset the variations in interest and exchange rates, which are based on the market value of financing contracted in Brazilian Reais and U.S. dollars.

 

On September 30, 2017, the notional amount of foreign exchange hedging instruments designated as fair value hedge totaled US$ 320.0 million. As of September 30, 2017, a loss of R$ 168.1 million related to the result of hedging instruments, a gain of R$ 9.5 million related to the fair value adjustment of debt, and a gain of R$ 47.8 million related to the financial expense of the debt were recognized in the income statements, transforming the average effective cost of the operation into 102.7% of CDI (see Note 14.c.1).

 

On September 30, 2017, the notional amount of interest rate hedging instruments designated as fair value hedges totaled R$ 352.4 million. As of September 30, 2017, a gain of R$ 17.9 million related to the result of hedging instruments, a loss of R$ 8.2 million related to the fair value adjustment of debt, and a loss of R$ 8.5 million related to the financial expense of the debt were recognized in the income statements, transforming the average effective cost of the operations into 93.9% of CDI.

 

Cash flow hedge

 

The Company and its subsidiaries designate, as cash flow hedge of firm commitment and highly probable transactions, derivative financial instruments to hedge "firm commitments" and non-derivative financial instruments to hedge "highly probable future transactions", to hedge against fluctuations arising from changes in exchange rate.

 

On September 30, 2017, the notional amount of exchange rate hedging instruments of firm commitments designated as cash flow hedges totaled US$ 104.4 million, and a loss of R$ 57.2 million was recognized in the income statement. On September 30, 2017, the unrealized gain of “Other comprehensive income” is R$ 6.4 million (loss of R$ 13.8 million on December 31, 2016), net of deferred income and social contribution taxes.

 

On September 30, 2017, the notional amount of foreign exchange hedging instruments for highly probable future transactions designated as fair value hedge, related to notes in the foreign market totaled US$ 570.0 million. On September 30, 2017, the unrealized gain of “Other comprehensive income” is R$ 22.2 million (loss of R$ 12.1 million on December 31, 2016), net of deferred income and social contribution taxes.

 

86

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Net investment hedge in foreign entities

 

The Company and its subsidiaries designate, as net investment hedge in foreign entities, notes in the foreign market, for hedging net investment in foreign entities, to offset changes in exchange rates.

 

On September 30, 2017, the balance of foreign exchange hedging instruments designated as net investments hedge in foreign entities, related to part of the investments made in entities which functional currency is other than the Brazilian Real, totaled US$ 123.0 million. On September 30, 2017, the unrealized gain of “Other comprehensive income” is R$ 4.3 million (loss of R$ 2.8 million on December 31, 2016), net of deferred income and social contribution taxes. The effects of exchange rate changes on investments and hedging instruments were offset in shareholders' equity.

 

Gains (losses) on Hedging Instruments

 

The following tables summarize the value of gains (losses) recognized, which affected the shareholders’ equity of the Company and its subsidiaries:

 

 

R$ million

 

09/30/2017

 

Profit or loss

 

Equity

 

 

 

 

a – Exchange rate swaps receivable in U.S. dollars (i) (ii)

(50.3)

 

6.4

b – Exchange rate swaps payable in U.S. dollars (ii)

3.8

 

-

c – Interest rate swaps in R$ (iii)

9.7

 

-

d – Non-derivative financial instruments (iv)

(63.0)

 

26.5

 

 

 

 

Total

(99.8)

 

32.9

 

 

 

 

R$ million

 

09/30/2016

12/31/2016

 

Profit or loss

 

Equity

 

 

 

 

a – Exchange rate swaps receivable in U.S. dollars (i) (ii)

(100.6)

 

(13.8)

b – Exchange rate swaps payable in U.S. dollars (ii)

9.6

 

-

c – Interest rate swaps in R$ (iii)

(0.5)

 

-

d – Non-derivative financial instruments (iv)

-

 

(14.9)

 

 

 

 

Total

(91.5)

 

(28.7)

       

 

 

(i) Does not consider the effect of exchange rate variation of exchange swaps receivable in U.S. dollars when this effect is offset in the gain or loss of the hedged item (debt/firm commitments).

 

(ii) Considers the designation effect of foreign exchange hedging.

 

(iii) Considers the designation effect of interest rate hedging in Brazilian Reais.

 

(iv) Considers the results of notes in the foreign market.

 

 

87

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Fair Value of Financial Instruments

 

The fair values and the carrying values of the financial instruments, including currency and interest rate hedging instruments, are stated below:

 

 

 

 

09/30/2017

 

12/31/2016

 

 

Category

 

Note

Carrying value

 

Fair

value

 

Carrying value

 

Fair

value

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Cash and bank deposits

Loans and receivables

4

177,380

 

177,380

 

113,318

 

113,318

Financial investments in local currency

Measured at fair value through profit or loss

4

4,737,354

 

4,737,354

 

3,837,807

 

3,837,807

Financial investments in foreign currency

Measured at fair value through profit or loss

 

4

38,485

 

38,485

 

323,033

 

323,033

 

 

 

 

 

 

 

 

 

 

Financial investments

 

 

 

 

 

 

 

 

 

Fixed-income securities and funds in local  currency

Available for sale

4

1,173,151

 

1,173,151

 

113,640

 

113,640

Fixed-income securities and funds in local  currency

Measured at fair value through profit or loss

4

67,583

 

67,583

 

1,053,369

 

1,053,369

Fixed-income securities and funds in local currency

Held to maturity

4

7,449

 

7,449

 

7,449

 

7,449

Fixed-income securities and funds in foreign currency

Available for sale

 

4

116,475

 

116,475

 

34,775

 

34,775

Currency and interest rate hedging

 instruments

Measured at fair value through profit or loss

 

4

37,940

 

37,940

 

218,458

 

218,458

 

 

 

 

 

 

 

 

 

 

Total

 

 

6,355,817

 

6,355,817

 

5,701,849

 

5,701,849

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

 

14

1,005,192

 

1,005,192

 

1,428,907

 

1,428,907

Financing

Measured at amortized cost

14

6,603,615

 

6,664,676

 

6,990,269

 

6,881,085

Debentures

Measured at amortized cost

14

4,937,567

 

4,940,438

 

2,746,881

 

2,746,915

Debentures

Measured at fair value through profit or loss

14

361,582

 

361,582

 

-

 

-

Finance leases

Measured at amortized cost

14

49,141

 

49,141

 

48,716

 

48,716

Currency and interest rate hedging instruments

Measured at fair value through profit or loss

 

14

165,325

 

165,325

 

202,357

 

202,357

Subscription warrants – indemnification

Measured at fair value through profit or loss

22

171,982

 

171,982

 

153,429

 

153,429

 

 

 

 

 

 

 

 

 

 

Total

 

 

13,294,404

 

13,358,336

 

11,570,559

 

11,461,409

 

 

 

88

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

The fair value of financial instruments, including currency and interest hedging instruments, was determined as follows:

The fair value of cash and bank deposit balances are identical to their carrying values.

Financial investments in investment funds are valued at the value of the fund unit as of the date of the interim financial information, which corresponds to their fair value.

Financial investments in CDBs (Bank Certificates of Deposit) and similar investments offer daily liquidity through repurchase at the “yield curve” and, therefore, the Company believes their fair value corresponds to their carrying value.

The subscription warrants – indemnification were measured based on the share price of Ultrapar (UGPA3) at the interim financial information date and are adjusted to the Company’s dividend yield, since the exercise is only possible starting in 2020 onwards and they are not entitled to dividends until then. The number of shares of subscription warrants – indemnification is also adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. (See Note 22).

The fair value calculation of notes in the foreign market (see Note 14.b) is based on the quoted price in an active market.

 

 

The fair value of other financial investments and financing was determined using calculation methodologies commonly used for mark-to-market reporting, which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates as of September 30, 2017 and December 31,2016. For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.

 

The interpretation of market information on the choice of calculation methodologies for the fair value requires considerable judgment and estimates to obtain a value deemed appropriate to each situation. Consequently, the estimates presented do not necessary indicate the amounts that may be realizable in the current market.

 

Financial instruments were classified as loans and receivables or financial liabilities measured at amortized cost, except (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, (ii) financial investments classified as measured at fair value through profit or loss, (iii) financial investments that are classified as available for sale, which are measured at fair value through other comprehensive income (see Note 4), (iv) loans and financing measured at fair value through profit or loss (see Note 14), (v) guarantees to customers that have vendor arrangements (see Note 14.k), which are measured at fair value through profit or loss, and (vi) subscription warrants – indemnification, which are measured at fair value through profit or loss (see Note 22). The financial investments classified as held-to-maturity are measured at amortized cost. Cash, banks, and trade receivables are classified as loans and receivables. Trade payables and other payables are classified as financial liabilities measured at amortized cost.

 

 

89

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Fair Value Hierarchy of Financial Instruments

 

The financial instruments are classified in the following categories:

 

(a)  

Level 1 - prices negotiated (without adjustment) in active markets for identical assets or liabilities;

(b)  

Level 2 - inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

(c)  

Level 3 - inputs for the asset or liability which are not based on observable market variables (unobservable inputs).

The table below shows a summary of the financial assets and financial liabilities measured at fair value in the Company’s and its subsidiaries:

 

 

Category

Note

 

09/30/2017

 

Level 1

 

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

Cash equivalents

                   

Cash and banks

Loans and receivables

4

 

177,380

 

177,380

 

-

 

-

Financial investments in local currency

Measured at fair value through profit or loss

4

 

4,737,354

 

4,737,354

 

-

 

-

Financial investments in foreign currency

Measured at fair value through profit or loss

4

 

38,485

 

38,485

 

-

 

-

Financial investments

     

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Available for sale

4

 

67,583

 

67,583

 

-

 

-

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

4

 

1,173,151

 

1,173,151

 

-

 

-

Fixed-income securities and funds in local currency

Held to maturity

4

 

7,449

 

7,449

 

-

 

-

Fixed-income securities and funds in foreign currency

Available for sale

4

 

116,475

 

39,252

 

77,223

 

-

Currency and interest rate hedging instruments

Measured at fair value through profit or loss

4

 

37,940

 

-

 

37,940

 

-

Total

     

6,355,817

 

6,240,654

 

115,163

 

-

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

14

 

1,005,192

 

-

 

1,005,192

 

-

Financing

Measured at amortized cost

14

 

6,664,676

 

2,440,544

 

4,224,132

 

-

Debentures

Measured at amortized cost

14

 

4,940,438

 

-

 

4,940,438

 

-

Debentures

Measured at fair value through profit or loss

14

 

361,582

 

-

 

361,582

 

-

Finance leases

Measured at amortized cost

14

 

49,141

 

-

 

49,141

 

-

Currency and interest rate hedging instruments

Measured at fair value through profit or loss

14 

 

165,325

 

-

 

165,325

 

-

Subscription warrants – indemnification (1)

Measured at fair value through profit or loss

22

 

171,982

 

-

 

171,982

 

-

Total

     

13,358,336

 

2,440,544

 

10,917,792

 

-

 

 

90

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

Category

Note

 

12/31/2016

 

Level 1

 

Level 2

 

Level 3

Financial assets:

 

 

 

 

 

 

 

 

 

 

Cash equivalents

                   

Cash and banks

Loans and receivables

4

 

113,318

 

113,318

 

-

 

-

Financial investments in local currency

Measured at fair value through profit or loss

4

 

3,837,807

 

3,837,807

 

-

 

-

Financial investments in foreign currency

Measured at fair value through profit or loss

4

 

323,033

 

323,033

 

-

 

-

Financial investments

     

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Available for sale

4

 

113,640

 

113,640

 

-

 

-

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

4

 

1,053,369

 

1,053,369

 

-

 

-

Fixed-income securities and funds in local currency

Held to maturity

4

 

7,449

 

7,449

 

-

 

-

Fixed-income securities and funds in foreign currency

Available for sale

4

 

34,775

 

32,167

 

2,608

 

-

Currency and interest rate hedging instruments

Measured at fair value through profit or loss

4

 

218,458

 

-

 

218,458

 

-

Total

     

5,701,849

 

5,480,783

 

221,066

 

-

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

14

 

1,428,907

 

-

 

1,428,907

 

-

Financing

Measured at amortized cost

14

 

6,881,085

 

2,338,920

 

4,542,165

 

-

Debentures

Measured at amortized cost

14

 

2,746,915

 

-

 

2,746,915

 

-

Finance leases

Measured at amortized cost

14

 

48,716

 

-

 

48,716

 

-

Currency and interest rate hedging instruments

Measured at fair value through profit or loss

14 

 

202,357

 

-

 

202,357

 

-

Subscription warrants – indemnification (1)

Measured at fair value through profit or loss

22

 

153,429

 

-

 

153,429

 

-

Total

     

11,461,409

 

2,338,920

 

9,122,489

 

-

 

(1) Refers to subscription warrants issued by the Company in the Extrafarma acquisition.  

 

 

91

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

Sensitivity Analysis

 

The Company and its subsidiaries use derivative financial instruments only to hedge against identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). Thus, for purposes of sensitivity analysis of market risks associated with financial instruments, as required by CVM Instruction 475/08, the Company analyzes the hedging instrument and the hedged item together, as shown on the charts below.

 

For the sensitivity analysis of foreign exchange hedging instruments, management adopted as a likely scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on B3 as of September 29, 2017. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 5.27 in the likely scenario. Scenarios II and III were estimated with a 25% and 50% additional appreciation or depreciation of the Brazilian Real against the likely scenario, according to the risk to which the hedged item is exposed.

 

Based on the balances of the hedging instruments and hedged items as of September 29, 2017, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais as of September 29, 2017 were calculated in each of the three scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:

 

 

Risk

 

Scenario I (likely)

 

Scenario II

 

Scenario III

Currency swaps receivable in U.S. dollars

 

 

 

 

 

 

 

(1) U.S. Dollar / Real swaps

Dollar

 

215,085

 

691,750

 

1,168,415

(2) Debts/firm commitments in dollars

appreciation

 

(215,070)

 

(691,717)

 

(1,168,365)

(1)+(2)

Net effect

 

15

 

33

 

50

 

 

 

 

 

 

 

 

Currency swaps payable in U.S. dollars

   

 

 

 

 

 

(3) Real / U.S. Dollar swaps

Dollar

 

(131)

 

6,695

 

13,522

(4) Gross margin of Oxiteno

devaluation

 

131

 

(6,695)

 

(13,522)

(3)+(4)

Net effect

 

-

 

-

 

-

 

For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais, the Company used the futures curve of the DI x Pre contract quoted on B3 as of September 29, 2017 for each of the swap and debt (hedged item) maturities, to determine the likely scenarios. Scenarios II and III were estimated based on a 25% and 50% deterioration, respectively, of the likely scenario pre-fixed interest rate.

 

Based on the three scenarios of interest rates in Brazilian Reais, the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged (variations in the pre-fixed interest rates in Brazilian Reais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The result are shown in the table below:

 

 

Risk

 

Scenario I (likely)

 

Scenario II

 

Scenario III

Interest rate swap (in Brazilian Reais) – Debentures - CRA

 

 

 

 

 

 

 

   (1) Fixed rate swap - CDI

Decrease in

 

131

 

49,524

 

107,634

   (2) Fixed rate debt

Pre-fixed rate

 

(131)

 

(49,524)

 

(107,634)

   (1) + (2)

Net effect

 

-

 

-

 

-

 

 

92

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

32.   Commitments (Consolidated)

 

a. 

Contracts

 

Subsidiary Tequimar has agreements with CODEBA and Complexo Industrial Portuário Governador Eraldo Gueiros, in connection with its port facilities in Aratu and Suape, respectively. Such agreements establish a minimum cargo movement of products, as shown below:

 

Port

Minimum movement in tons per year

Maturity

Aratu

900,000

2022

Aratu

397,000

2031

Suape

250,000

2027

Suape

400,000

2029

 

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of September 30, 2017, these rates were R$ 6.99 per ton for Aratu and R$ 2.90 per ton for Suape. The subsidiary has met the minimum cargo movement required since the beginning of the contractual agreements.

 

Subsidiary Oxiteno Nordeste has a supply agreement with Braskem S.A. which establishes a minimum annually consumption level of ethylene, and conditions for the supply of ethylene until 2021. The minimum purchase commitment clause provided for a minimum annual consumption of 205 thousand tons in 2017. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine based on the current ethylene price for the quantity not purchased. According to contractual conditions and tolerances, there are no material issues regarding the minimum purchase commitment.

 

Subsidiary Oxiteno S.A. has a supply agreement with Braskem S.A., valid until 2023, which establishes and regulates the conditions for supply of ethylene to Oxiteno based on the international market for this product. The minimum purchase is 22,050 tons of ethylene semiannually. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine based on the current ethylene price for the quantity not purchased. According to contractual conditions and tolerances, there are no material issues regarding the minimum purchase commitment.

 

 

93

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

b. 

Insurance Coverage in Subsidiaries

 

The Company maintains appropriate insurance policies with the objective of covering several risks to which it is exposed, including loss of profits, losses and damage from fire, lightning, explosion of any kind, gale, aircraft crash, electric damage, and other risks, covering the industrial plants and distribution bases and branches of all subsidiaries. The maximum compensation values based on the risk analysis of maximum possible losses of certain locations are shown below:

 

 

Maximum compensation value (*)

 

 

Oxiteno

US$ 1,142

Ipiranga

R$ 924

Ultracargo

R$ 740

Ultragaz

R$ 150

Extrafarma

R$ 160

 

(*) In millions. In accordance with policy conditions.

 

 

The General Liability Insurance program covers the Company and its subsidiaries with a maximum aggregate coverage of US$ 400 million against losses caused to third parties as a result of accidents related to commercial and industrial operations and/or distribution and sale of products and services.

 

The Company maintains liability insurance policies for directors and executive officers (D&O) to indemnify the members of the Board of Directors, fiscal council and executive officers of Ultrapar and its subsidiaries (“Insured”) in the total amount of US$ 80 million, which cover any of the Insured liabilities resulting from wrongful acts, including any act or omission committed or attempted, except if the act, omission or the claim is consequence of gross negligence or willful misconduct.

 

In addition, group life and personal accident, health and national and international transportation and other insurance policies are also maintained.

 

The coverage and limit of the insurance policies are based on a careful study of risks and losses conducted by independent insurance advisors. The type of insurance is considered by management to be sufficient to cover potential losses based on the nature of the business conducted by the companies.

 

94

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

c. 

Operating Lease Contracts

 

Subsidiaries Cia. Ultragaz, Bahiana, Tequimar, Serma, and Oxiteno S.A. have operating lease contracts for the use of IT equipment. These contracts have terms of 36 and 48 months. The subsidiaries have the option to purchase the assets at a price equal to the fair market price on the date of option, and management does not intend to exercise such option. Subsidiaries Cia. Ultragaz and Bahiana have operating lease contracts related to vehicles in their fleet. These contracts have terms of 24 to 60 months and there is no purchase option. The future disbursements (installments), assumed under these contracts, amount approximately to:

 

 

Up to 1 year

 

Between 1 and 5 years

 

More than 5 years

 

Total

 

 

 

 

 

 

 

 

09/30/2017

42,062

 

67,662

 

-

 

109,724

 

The subsidiaries IPP, Extrafarma, and Cia. Ultragaz have operating lease contracts related to land and building of service stations, drugstores, and stores, respectively. The future disbursements and receipts (installments), arising from these contracts, amount approximately to:

 

   

Up to 1 year

 

Between 1 and 5 years

 

More than 5 years

 

Total

 

 

 

 

 

 

 

 

 

09/30/2017

payable

142,969

 

436,051

 

327,807

 

906,827

 

receivable

(27,237)

 

(143,817)

 

(75,192)

 

(246,246)

 

The expense recognized for the nine-month period ended September 30, 2017 for operating leases was R$ 112,525 (R$ 73,810 for the nine-month period ended September 30, 2016), net of sublease income.

 

 

33.   Ultracargo – Fire Accident in Santos

 

In April 2015, a fire occurred in six ethanol and gasoline tanks operated by Ultracargo in Santos, which represented 4% of the subsidiary’s overall capacity as of December 31, 2014. The Civil and Federal Police investigated the accident and its impacts, and concluded that it is not possible to determine the cause of the accident and neither to individualize active or passive conduct related to the cause, and there was no criminal charge against either individual or the subsidiary, by both authorities.

 

The decommissioning stage of the affected area were completed. In June 2017, the licensing required for the return to operation of 67.5 thousands cubic meters from the total of 150 thousands cubic meters affected by the fire was obtained. The remaining tanks continue to be paralyzed and in the process of recovery for subsequent licensing and start of operation.

 

As of December 31, 2016, the insurance receivable in the amount of R$ 366,678 and indemnities to customers and third parties in the amount of R$ 99,863 were recorded. In the first quarter of 2017, Ultracargo received the full amount from the insurers. In addition, there are contingent liabilities related to lawsuits and extrajudicial lawsuits in the amount of R$ 93,890 and R$ 19,639 (R$ 96,408 e R$ 16,637 as of December 31, 2016), respectively.

 

 

95

 


 
 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Individual and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

34.   Subsequent Events

 

a. 

Issuance of Debentures

 



In October 2017, the subsidiary IPP carried out its seventh issuance of debentures in the total amount of R$ 944,077, in two single series of 730,384 and 213,693, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. IPP will use the net proceeds from this issuance for the purchase of ethanol.

The debentures were later assigned and transferred to Vert Créditos Ltda. that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The financial settlement occurred on November 1st. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

October 24, 2022

Payment of the face value:

Lump sum at final maturity

Interest:

95% of CDI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Face value unit:

R$ 1,000.00

Final maturity:

October 24, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.33%

Payment of interest:

Annually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.3% of CDI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

b. 

Loan Agreement

 

In October, 2017, the subsidiary Oxiteno USA contracted a loan agreement in the amount of US$ 40 million, due in October 2022 and bearing interest of LIBOR + 1.73% p.a., paid quarterly. The proceeds of this loan will be used to fund the construction of a new alkoxylation plant in the state of Texas. The loan is guaranteed by the Company.

 

 

 

 

96

 


 
 

MD&A - ANALYSIS OF CONSOLIDATED EARNINGS

Third Quarter of 2017

 (R$ million)

3Q17

3Q16

2Q17

Δ

3Q17 X 3Q16

Δ

3Q17 X 2Q17

9M17

9M16

Δ
9M17 x 9M16

Net revenue from sales and services

20,532.6

19,445.2

19,173.0

6%

7%

58,433.5

58,267.7

0%

Cost of products and services sold

(18,454.9)

(17,662.3)

(17,590.6)

4%

5%

(53,086.3)

(53,073.3)

0%

Gross profit

2,077.7

1,782.9

1,582.5

17%

31%

5,347.2

5,194.5

3%

Selling, marketing, general and administrative expenses

(1,138.0)

(1,044.8)

(1,110.4)

9%

2%

(3,314.3)

(3,013.0)

10%

Other operating income, net

15.7

14.5

6.6

9%

139%

78.7

90.1

-13%

Gain on disposal of property, plant and equipment and intangibles

(0.6)

(0.1)

6.2

937%

-110%

(0.8)

(2.1)

-63%

Operating income

954.8

752.5

484.9

27%

97%

2,110.8

2,269.5

-7%

Financial expenses, net

(120.8)

(202.2)

(112.8)

-40%

7%

(354.9)

(641.2)

-45%

Share of profit of joint ventures and associates

4.0

2.3

5.7

72%

-29%

16.1

5.4

199%

Income before income and social contribution taxes

838.0

552.6

377.7

52%

122%

1,772.1

1,633.7

8%

Income and social contribution taxes – current and deferred

(295.2)

(192.0)

(137.2)

54%

115%

(626.0)

(570.7)

10%

Income and social contribution taxes – tax incentives

12.8

19.4

6.7

-34%

91%

27.0

72.0

-62%

Net income

555.6

380.1

247.2

46%

125%

1,173.1

1,135.1

3%

Net income attributable to Ultrapar

555.1

376.8

246.1

47%

126%

1,169.4

1,126.2

4%

Net income attributable to non-controlling interests in subsidiaries

0.5

3.3

1.1

-86%

-56%

3.7

8.9

-58%

EBITDA

1,239.1

1,029.3

784.2

20%

58%

2,996.4

3,094.7

-3%

 

 

 

 

 

 

 

 

 

Volume - LPG sales (000 tons)

460.3

466.8

445.3

-1%

3%

1,320.0

1,320.4

0%

Volume - Fuels sales (000 m³)

6,059.2

5,934.7

5,937.9

2%

2%

17,550.9

17,816.9

-1%

Volume - Chemicals sales (000 tons)

210.5

199.8

182.7

5%

15%

589.1

565.1

4%

 

Considerations on the financial and operational information

Standards and criteria adopted in preparing the information

The financial information presented in this document has been prepared according to International Financial Reporting Standards (IFRS). The financial information of Ultrapar corresponds to the company’s consolidated information. The information on Ipiranga, Oxiteno, Ultragaz, Ultracargo and Extrafarma is reported without the elimination of intercompany transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information presented in this document is subject to rounding and consequently the total amounts presented in the tables and charts may differ from the direct sum of the amounts that precede them. Except when otherwise indicated, the information presented in this document compares 3Q17 to 3Q16.

 

EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization and EBIT – Earnings Before Interest and Taxes are presented in accordance with CVM Instruction 527 of October 4, 2012.

 


 
 

 Ultrapar


 

3Q17

3Q16

3Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Net sales and services

20,533

19,445

19,173

6%

7%

58,434

58,268

0%

Net earnings1

556

380

247

46%

125%

1,173

1,135

3%

Earnings per share attributable to Ultrapar shareholders²

1.02

0.70

0.45

47%

126%

2.16

2.08

4%

EBITDA

1,239

1,029

784

20%

58%

2,996

3,095

(3%)

Investments

542

439

484

24%

12%

1,511

1,123

35%

 Amounts in R$ million (except for EPS)

 1 Under IFRS, consolidated net earnings include net earnings attributable to non-controlling shareholders of the controlled companies

 2 Calculated based on the weighted average number of shares over the period, net of shares held in treasury


 

Net sales and services – Total of R$ 20,533 million (+6%) reflecting growth in revenue at all the businesses. In relation to 2Q17, net sales and services were 7% higher, again due to growth in revenue at all the businesses. In 9M17, net sales and services amounted to R$ 58,434 million, flat in relation to the same period in the preceding year.

 

EBITDA – Total of R$ 1,239 million (+20%) due to the growth in EBITDA at all the businesses with the exception of Oxiteno, the latter affected by specific industry-related events in the quarter. In relation to 2Q17, EBITDA recorded an increase of 58%, with growth in all the businesses with the exception of Extrafarma. In 9M17, Ultrapar’s EBITDA amounted to R$ 2,996 million, a fall of 3% compared with 9M16.

 

Depreciation and amortization – Total of R$ 280 million (+2%) reflecting investments over the past 12 months, particularly the expansion of Ipiranga service station network. Compared with 2Q17, total costs and expenses with depreciation and amortization registered a reduction of 5%. In 9M17, costs and expenses with depreciation and amortization amounted to R$ 870 million, 6% greater than 9M16.

 

Financial result – Ultrapar’s net debt on September 30, 2017 was R$ 6.8 billion (1.6x LTM EBITDA) compared to R$ 5.8 billion on September 30, 2016 (1.4x LTM EBITDA). Ultrapar reported net financial expenses of R$ 121 million, R$ 81 million lower than in 3Q16 due to a year-over-year decline in the CDI - Interbank Rate despite higher net debt and exchange rate effects between periods. In relation to 2Q17, net financial expenses recorded an increase of R$ 8 million, again due to exchange rate factors between periods and a decrease in CDI. In 9M17, net financial expenses totaled R$ 355 million, a decline of 45% compared with 9M16.

 

Net earnings – Total of R$ 556 million (+46%) due to the growth in EBITDA and lower financial expenses, although attenuated by higher depreciation and amortization. In relation to 2Q17, net income was 125% higher, also a function of the growth in EBITDA. In 9M17, net earnings were R$ 1,173 million, an increase of 3% compared with the same period in 2016.

 

Operating cash flow – Total of R$ 1,786 million (+R$ 386 million) in 9M17, due to a reduction in the investment in working capital in 9M17 compared with the same period in 2016.

 

 


 
 

Ipiranga


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Total volume (000 m³)

6,059

5,935

5,938

2%

2%

17,551

17,817

(1%)

Diesel

3,156

3,072

2,983

3%

6%

8,856

9,219

(4%)

Otto cycle

2,814

2,762

2,870

2%

(2%)

8,436

8,317

1%

Others1

90

101

85

(11%)

5%

258

280

(8%)

EBITDA (R$ million)

954

788

582

21%

64%

2,242

2,218

1%

1Fuel oils, arla 32, kerosene, lubricants and greases


Operational performance - Sales volume totaled 6,059 thousand m³ in 3Q17, 2% higher compared with 3Q16. The Otto cycle segment increased by 2% compared to 3Q16 with an increased share of gasoline in the product mix, due to the acceleration in investments for expanding the service station network, which will continue to contribute positively to sales volume progression, and to the market share growth. Diesel volume grew by 3% in relation to 3Q16 after thirteen consecutive quarters of year-over-year decline, following the gradual recovery in the economy and the improvement in the wholesale segments. In relation to 2Q17, sales volume grew by 2%, largely due to seasonality effects between periods. Total volume in 9M17 amounted to 17,551 thousand m³, a decline of 1% compared with 9M16.

                                

Net sales and services – Total of R$ 17,356 million in 3Q17 (+5%) mainly due to variations in fuel costs – including the increase in PIS/Cofins taxes levied on fuel in July –, to increased sales volume with a larger share of gasoline in the product mix and the strategy of constant innovation in services and convenience at the station, generating greater customer satisfaction and loyalty. Compared to 2Q17, net sales and services increased by 7% due to volume growth and variation in fuel costs. In 9M17, net sales and services amounted to R$ 49,554 million, 1% below 9M16.

 

Cost of goods sold – Total of R$ 15,961 million in 3Q17 (+3%) principally due to the variations in the cost of fuels, including the increase in PIS/Cofins taxes, and higher volumes. In relation to 2Q17, the cost of goods sold increased by 4%, also reflecting the factors previously mentioned. In 9M17, the cost of goods sold amounted to R$ 46,077 million, 1% lower than that in 9M16.

 

Sales, general and administrative expenses – Total of R$ 619 million in 3Q17 (+8%) due to: (i) higher freight expenses in line with volume growth and the increase in freight unitary expenses; (ii) expenses related with strategic initiatives, mainly those related to the joint venture with Chevron in lubricants; and (iii) the company’s option to sign up to the Special Tax Renegotiation Program (Programa Especial de Regularização Tributária - PERT). In relation to 2Q17, sales, general and administrative expenses increased by 1%, largely due to expenses related to PERT program and strategic initiatives. In 9M17, sales, general and administrative expenses were R$ 1,828 million, a rise of 9% when compared with the same period in 2016 due to projects linked to Ipiranga’s growth plan.

 

EBITDA – Total of R$ 954 million (+21%) influenced mainly by a growth in volumes in the period, by the inventory effects derived from variations in fuel costs, including the increase in PIS/Cofins taxes, together with the strategy of constant innovation in services and convenience at the station, generating greater customer satisfaction and loyalty. In 2Q17, EBITDA increased by 64% due mainly to the factors already mentioned together with the negative inventory effects reported in 2Q17. In 9M17, EBITDA totaled R$ 2,242 million, year-over-year increase of 1%.

 

Investments – A total of R$ 291 million was invested during the quarter and allocated mainly to expansion and maintenance of the service stations and franchises. The service station network grew by 6% year-over-year with net addition of 71 service stations in the quarter and 420 in the last 12 months. Out of the amount invested, R$ 249 million were related to additions to property, plant, equipment and intangible assets and R$ 42 million to the financing to clients, net of repayments. In 9M17, Ipiranga invested R$ 863 million, of which R$ 151 million were financing to clients, net of repayments, with a net addition of 251 new service stations during the nine months ended September 2017, compared with 164 in the same period for 2016.

 


 
 

Oxiteno


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Total volume (000 tons)

211

200

183

5%

15%

589

565

4%

Specialty chemicals

173

169

151

2%

15%

482

463

4%

Commodities

37

31

31

21%

18%

107

103

4%

Sales in Brazil

154

145

131

6%

18%

425

406

5%

Sales outside Brazil

56

55

52

3%

8%

164

159

3%

EBITDA (R$ million)

74

99

34

(25%)

119%

219

414

(47%)


Operational performance –
Oxiteno reported a record sales volume for a quarter, totaling 211 thousand tons (+5% or 11 thousand tons). Sales volumes of specialty chemicals increased by 2% compared with 3Q16, with a 3% increase in sales to the domestic market, notably to the distribution, automotive fluids and home & personal care segments. Specialty chemical volumes sold outside Brazil grew by 1%, with focus on the USA due to pre-marketing activities of the new Pasadena plant, which will start operations in 2018. Commodity volumes grew by 21%, a reflection of favorable prices and product demand conditions. Compared with 2Q17, total sales volume was 15% (28 thousand tons) higher due to seasonal factors between the periods. In 9M17, Oxiteno registered a total sales volume of 589 thousand tons, 4% higher than in 9M16.

 

Net sales and services – Total of R$ 1,030 million (+8%) due to sales volume growth and the 5% higher average price in US Dollars, mainly due to the year-over-year rise in the costs of Oxiteno’s principal raw materials. These factors were partially offset by the 3% (R$ 0.08/US$) stronger Real against the US Dollar and by the increased share of commodities in the product mix. Quarter-on-quarter, Oxiteno reported an increase of 16% in net sales and services due to the same factors mentioned above. In 9M17, net sales and services amounted to R$ 2,828 million, 1% lower than in 9M16.

 

Cost of goods sold – Total of R$ 825 million (+12%) due to (i) volume growth; (ii) increased costs of the main raw materials compared with 3Q16; and (iii) costs related to the extended stoppage of the Oleoquímica plant in 2Q17, offset by a 3% stronger Real against the US Dollar. Compared to 2Q17, the cost of goods sold increased by 13%, largely in line with the volume growth. In 9M17, costs of goods sold amounted to R$ 2,286 million, an increase of 8% relative to the same period in 2016.

 

Sales, general and administrative expenses – Total of R$ 173 million (+11%) principally due to higher freight expenses in line with the volume growth and increased unit expenses with freight. Compared to 2Q17, sales, general and administrative expenses increased by 10% as a result of the same factors already mentioned. In 9M17, sales, general and administrative expenses totaled R$ 485 million, a 7% growth when compared to 9M16.

 

EBITDA – Total of R$ 74 million (-25%) principally a function of the 3% stronger Real against the US Dollar and non-recurring effects of (i) the significant decline in palm kernel oil prices from the first quarter, with a negative effect on inventories, but rendering Oxiteno’s products competitiveness over the following months; and (ii) technical problems restarting the Oleoquímica plant in 2Q17, both factors representing a negative impact of R$ 26 million combined in 3Q17. These effects were softened by the growth in volumes during the period. Excluding non-recurring effects, Oxiteno’s EBITDA would have shown growth of 1% compared with 3Q16. In relation to 2Q17, EBITDA posted an increase of 119%, principally due to higher sales volume and the greater competitiveness of Oxiteno’s products in 3Q17. In 9M17, EBITDA amounted to R$ 219 million, 47% lower than for 9M16.

 

Investments – A total of R$ 107 million was invested during the quarter, largely related to the investments in the new ethoxylation plant in the US, expected to start operations in 2018, to maintenance of its production units and investments in IT systems. In 9M17, investments totaled R$ 295 million.

 

 

 


 
 

Ultragaz


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Total volume (000 tons)

460

467

445

(1%)

3%

1,320

1,320

0%

Bottled

317

315

307

1%

4%

906

893

1%

Bulk

143

152

139

(6%)

3%

414

427

(3%)

EBITDA (R$ million)

157

108

124

46%

27%

401

324

24%


Operational performance – Total sales volume was 460 thousand tons, 1% lower than that in 3Q16, with a decline of 6% in the bulk segment due to declining volumes in the LPG market, increased sales volume to industrial clients in 3Q16 and the loss of some costumers that switched from LPG to natural gas in 3Q17. In the bottled segment, Ultragaz reported growth of 1%, a reflection of investments in new resellers. Compared to 2Q17, sales volume increased by 3%, mainly due to seasonal effects between periods. In 9M17, Ultragaz reported volumes of 1,320 thousand tons and stable compared with the same period in 2016.

 

Net sales and services – Total of R$ 1,576 million (+12%) due to (i) adjustments in the cost of LPG purchased from Petrobras; and (ii) the strategy of differentiation and innovation, offset by lower sales volume. In relation to 2Q17, net sales and services rose by 7% due to adjustments in the costs of LPG purchased from Petrobras and higher sales volume. In 9M17, net sales and services amounted to R$ 4,401 million, an increase of 10% compared to 9M16.

 

Cost of goods sold – Total of R$ 1,304 million (+10%), principally due to adjustments in the costs of LPG purchased from Petrobras, partially offset by lower costs with requalification of LPG bottles, maintenance and freight, due to lower volume sold and shorter routes for sourcing products. In relation to 2Q17, cost of goods sold rose by 6% due to adjustments in the cost of LPG and higher sales volume, partially offset by lower unitary freight costs, lower costs with requalification of LPG bottles and with maintenance. In 9M17, the cost of goods sold amounted to R$ 3,674 million, 10% higher than in 9M16.  

 

Sales, general and administrative expenses – Total of R$ 163 million (-2%) due to lower marketing expenses with strengthening of the brand in 3Q17, expenses that amounted to R$ 15 million in 3Q16, partially offset by higher expenses with studies and projects and the effects of inflation on expenses. In relation to 2Q17, sales, general and administrative expenses reported an increase of 1% due to higher volume and higher expenses with legal counseling and studies and projects, attenuated by lower unitary freight expenses. In 9M17, sales, general and administrative expenses amounted to R$ 465 million, 2% higher than in 9M16.

 

EBITDA – Total of R$ 157 million (+46%), reflecting: (i) initiatives for reducing costs and expenses, (ii) commercial initiatives for capturing new clients and resellers and the strategy based on differentiation and innovation; and (iii) expenses with marketing and advertising, exceptionally higher in 3Q16, partially offset by lower sales volume. Compared to 2Q17, EBITDA grew by 27%, principally due to higher sales volume and initiatives for reducing costs previously mentioned. In 9M17, Ultragaz posted an EBITDA of R$ 401 million, 24% higher than in 9M16.

 

Investments – Ultragaz invested R$ 49 million, mainly allocated to new clients in the bulk segment and the purchase of LPG bottles. The company invested R$ 177 million year to date.

 

 


 
 

Ultracargo


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M7

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Effective Storage1 (000 m³)

729

683

727

7%

0%

717

668

7%

EBITDA (R$ million)

40

23

26

72%

52%

88

97

(10%)

 

1Monthly average


Operational performance –
Ultracargo’s average storage increased by 7% compared to 3Q16. This result was due to greater fuel handling activity at the Suape, Itaqui and Santos port terminals, reflecting the partial resumption of activities in the latter terminal in June 2017, when 67.5 thousand m³ of the 151.5 thousand m³ suspended since the April 2015 fire restarted operations. Compared with 2Q17, average storage at Ultracargo’s terminals remained flat with greater fuel handling at the terminals partially offset by a reduction in operations at the Aratu terminal. In 9M17, Ultracargo’s average storage increased 7%.

 

Net sales and services – Total of R$ 112 million in 3Q17 (+21%), due to (i) the increase in average storage with larger capacity being taken up by fuel handling activities, (ii) the increase in Ultracargo’s productivity, and (iii) partial resumption of operations in Santos. Compared with 2Q17, net sales and services were 6% higher, principally reflecting greater fuel handling and the partial resumption of activities in Santos. In 9M17, net sales and services amounted to R$ 319 million, 23% greater than in 9M16.

 

Cost of services provided – Total of R$ 55 million (+15%) due to higher labor-related expenditures, reflecting partial resumption of activities in Santos, with materials in line with growth in fuel handling operations at the terminals and with maintenance in Aratu. In relation to 2Q17, cost of services increased by 3%, reflecting higher maintenance costs in Aratu. In 9M17, cost of services provided amounted to R$ 159 million, a growth of 10% in relation to the 9M16.

 

Sales, general and administrative expenses – Total of R$ 27 million (+4%) principally due to higher labor-related expenses. In relation to 2Q17, sales, general and administrative expenses posted a reduction of 4%, principally due to lower expenses with legal advisory services. In 9M17, sales, general and administrative expenses totaled R$ 80 million, 18% higher than 9M16.

  

Other operating results – The “Other operating results” line reported total net expenses in 3Q17 of R$ 3 million, compared with a net expenses of R$ 6 million in 3Q16 and net expenses of R$ 15 million in 2Q17. In all three quarters, the amount consists of expenses related to commissioning and licensing of the Santos terminal.

 

EBITDA – Total of R$ 40 million (+72%) and mainly a reflection of (i) greater fuel handling activities, (ii) the increase in Ultracargo’s productivity, and (iii) partial resumption of operations in Santos. In relation to 2Q17, EBITDA increased by 52% due to the same factors mentioned above combined with lower commissioning and licensing expenses for the Santos terminal. In 9M17, EBITDA reached R$ 88 million, a year-over-year decline of 10%.

 

Investments – Ultracargo invested R$ 31 million, allocated to maintenance and modernization of safety systems and processes at the port terminals. In 9M17, investments totaled R$ 45 million.

 

 

 


 
 

Extrafarma


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Gross revenues (R$ million)

501

433

482

16%

4%

1,459

1,214

20%

Drugstores (end of period)

366

293

341

25%

7%

366

293

25%

   % of mature stores (+3 years)

49%

57%

53%

(7.8 p.p.)

(3.6 p.p.)

49%

57%

(7.8 p.p.)

EBITDA (R$ million)

7

6

10

10%

(28%)

21

24

(13%)

 

Operational performance – Extrafarma ended 3Q17 with 366 stores (+25% with 88 openings and 15 closures in the last 12 months). At the end of 3Q17, 51% of the stores had been operating for less than three years compared with 43% in 3Q16, a result of the accelerated expansion of the drugstore network. In relation to 2Q17, Extrafarma opened 30 new stores (5 closures), seven of which in the state of São Paulo.

 

Gross revenue – Total of R$ 501 million (+16%) resulting from the growth of 18% in retail sales due to the increased average number of stores and 7% growth in same store sales (4% in mature stores and 6% in mature stores excluding mobile phones). Compared with 2Q17, gross revenue rose 4% reflecting increased average number of stores. In 9M17, gross revenue amounted to R$ 1,459 million, a growth of 20% in relation to 9M16.

 

Cost of goods sold and gross profit – Cost of goods sold amounted to R$ 324 million (+14%), principally due to higher sales and the annual readjustment in prices of medicines, offset by a growth in trade marketing funds from the pharmaceutical industry, as a result of Extrafarma’s commercial initiatives. Gross profit was R$ 149 million (+21%), principally due to stronger sales and increased funds from trade marketing. In relation to 2Q17, the cost of goods sold rose by 5% and gross profit by 2% due to the increase in sales and in trade marketing funds in the period, partially compensated by inventory gains in 2Q17. In 9M17, cost of goods sold totaled R$ 936 million and gross profit, R$ 441 million, 20% and 21%, respectively above 9M16.

 

Sales, general and administrative expenses – Total of R$ 157 million (+24%). The increase reflects a 23% higher average number of stores. Excluding the impact of new store openings, sales, general and administrative expenses increased in line with inflation, principally in the light of collective wage agreements closed in 1Q17, compensated by productivity initiatives in the period. In relation to 2Q17, sales, general and administrative expenses increased by 4%, principally due to higher expenses with logistics and store supplying as well as the growth of the network into new regions during the period. In 9M17, sales, general and administrative expenses amounted to R$ 458 million, 24% increase compared to 9M16.

 

EBITDA – Total of R$ 7 million (+10%). The increase is largely a function of greater sales volume, a reflection of the accelerated expansion of the drugstore network and strategic initiatives taken to raise management standards in the retail pharmacy, notably actions to gain productivity and of trade marketing. These effects were partially attenuated by the higher number of still maturing stores. In relation to 2Q17, EBITDA reported a decline of 28% due largely to inventory gains in 2Q17 and the accelerated expansion pace in 3Q17. In 9M17, EBITDA totaled R$ 21 million, a decline of 13% in relation to 9M16.

 

Investments – Extrafarma invested R$ 43 million in 3Q17, mainly for opening 30 new stores, the refurbishment of stores and for information technology focused on improving the purchase experience and operational excellence. Out of the amount invested, R$ 34 million were related to the expansion of the drugstore network. Investments over the 9M17 period totaled R$ 101 million, of which R$ 76 million were destined to new stores.

 


 

 

 

 

São Paulo, November 8, 2017 –  Ultrapar Participações S.A. (Brazil:UGPA3/USA:UGP), a multi-business company engaged in specialized distribution and retail (Ipiranga/Ultragaz/Extrafarma), specialty chemicals (Oxiteno) and storage for liquid bulk (Ultracargo), hereby reports its results for the third quarter of 2017.

 

 

Net revenues

EBITDA

Net earnings

R$ 20.5
billion

6% YoY        7% QoQ

R$ 1.2
billion

20% YoY      58% QoQ

R$ 556
million

46% YoY      125% QoQ

 


Investments

Operating cash flow¹

Market cap

R$ 542
million

R$ 1.8
billion

R$ 42
billion

¹ Sep 17 YTD



 

Highlights:

 

· Ultrapar completes 80 years of history and reports growth in its quarterly results.

 

· Approval of additional budget of R$ 355 million for investments in the expansion and strengthening of Ipiranga’s network and of R$ 123 million originally allocated for Ale’s CAPEX.

 

· Oxiteno sells 211 thousand tons in the quarter reaching a record for total sales volume and for specialty chemicals in Brazil.

 

· Extrafarma accelerates once more its expansion pace with the opening of 30 new drugstores in the quarter.

 

· Ultrapar issued R$ 994 million debentures and Certificates of Agribusiness Receivables (CRA) at 95.5% of the CDI.

 

 

After a challenging start to the year, in the quarter Ultra completes 80 years of history, we are pleased to report growing earnings, confirming the expected rebound from 2H17. In addition, our investments have been maintained at an accelerated pace despite the challenges imposed by the macroeconomic environment. We continue to generate jobs, to invest in our resellers, to expand our operations and our capacity better to serve our clients. We are confident in the direction taken to strengthen Ultra and we will work with clear objectives and responsible decisions to continue writing the next 80 years of history with the seriousness, creativity and competence that are characteristics of our organization.


 

 

 

3Q17 Conference call

 

Ultrapar will be holding a conference call for analysts on November 9, 2017 to comment on the company's performance in the third quarter of 2017 and outlook. The presentation will be available for download on the company's website 30 minutes prior to the conference call.

 

Brazilian: 8h00 (US EST)

Telephone for connection: +55 (11) 2188-0155

Code: Ultrapar

Replay: 0800-7265606 (available for 7 days)

Code: Ultrapar

 

International: 9h30 (US EST)

Participants in other countries: +1 (412) 317-5430

Code: Ultrapar

 

Replay: +1 (412) 317-0088 (available for 7 days)

Code: 10097284

 

WEBCAST live via internet at ri.ultra.com.br. Please connect 15 minutes in advance.

 

 

 

Considerations on the financial and operational information


The financial information presented in this document has been prepared according to International Financial Reporting Standards (IFRS). The financial information of Ultrapar corresponds to the company’s consolidated information. The information on Ipiranga, Oxiteno, Ultragaz, Ultracargo and Extrafarma is reported without the elimination of intercompany transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information presented in this document is subject to rounding and consequently the total amounts presented in the tables and charts may differ from the direct sum of the amounts that precede them. Except when otherwise indicated, the information presented in this document compares 3Q17 to 3Q16.

EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization and EBIT – Earnings Before Interest and Taxes are presented in accordance with CVM Instruction 527 of October 4, 2012.

 

 


 

 

 

Executive summary


Indicators

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Average exchange rate (R$/US$)

3.16

3.25

3.21

(3%)

(2%)

3.17

3.56

(11%)

Brazilian interbank interest rate (CDI)

2.3%

3.5%

2.5%

 

 

8.0%

10.4%

 

Inflation in the period (IPCA)

0.6%

1.0%

0.2%

 

 

1.8%

5.5%

 

IBC - Br¹

135.3

133.5

134.0

1.4%

1.0%

134.7

134.1

0.4%

Average Brent crude oil (US$/barrel)

52

46

50

13%

3%

52

42

24%

1Seasonally adjusted quarterly average. Considering the first two months of the quarter (Apr-May and Jul-Aug)

 

Ultrapar reported consolidated EBITDA of R$ 1,239 million in 3Q17 (+20%). Net income was R$ 556 million in 3Q17 (+46%).

 

Ipiranga

After seven consecutive quarters of year-over-year decline, Ipiranga posted a 2% increase in sales volume in relation to 3Q16 with 2% growth in the Otto cycle segment and a 3% rise in diesel sales volume. This performance reflects investments in expanding and strengthening the network as well as the recovery in the economy and the improved activity in the wholesale segments. Ipiranga’s EBITDA amounted to R$ 954 million, an increase of 21% from 3Q16, mainly due to growth in sales volume, the effect of variations in fuel prices, including the positive one-off impact of the increase in PIS/Cofins taxes, and the strategy of constant innovation in services and convenience.

Oxiteno

Oxiteno posted record sales volume for a quarter, totaling 211 thousand tons. The execution of the project and preparation for the new plant in Pasadena (US) continue according to plan with additional volumes of pre-marketing sales and the continued growth of specialty chemical sales to the domestic market for the fifth consecutive quarter. EBITDA was once more impacted by the same extraordinary factors reported in 2Q17, although it showed a significant improvement quarter on quarter (R$ 34 million to R$ 74 million).

Ultragaz

Ultragaz reported year-over-year volume decline of 1%, despite the increase of 1% in the bottled segment. Performance was affected by the decline of 6% in the bulk segment due to a decline in the LPG market volume, increased sales volumes to industrial clients in 3Q16 and the loss of certain customers that switched from LPG to natural gas in 3Q17. Despite reduced sales volume, Ultragaz posted an EBITDA of R$ 157 million, 46% higher than that in 3Q16, reflecting efforts to reduce costs and expenses, commercial initiatives to capture new clients and resellers, a strategy based on differentiation and innovation and higher marketing expenses in 3Q16.

Ultracargo

Ultracargo continued to report a strong earnings recovery due to the partial resumption of activities in the Santos terminal in June and to business opportunities arising from greater fuel handling activities. As a result, average storage and EBITDA both recorded growth of 7% and 72%, respectively.

Extrafarma

Extrafarma ended 3Q17 with 366 stores, opening 30 new units in the quarter and 88 over the last 12 months, the result of the gradual speed up of its expansion. EBITDA amounted to R$ 7 million in the quarter, 10% growth over 3Q16. This was principally due to the large number of drugstores, to strategic and commercial initiatives implemented to raise management standards in the retail pharmacy, notably through actions taken to increase productivity and trade marketing, offset by a larger number of still maturing stores.

 

 


 

 

 

Ipiranga


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Total volume (000 m³)

6,059

5,935

5,938

2%

2%

17,551

17,817

(1%)

Diesel

3,156

3,072

2,983

3%

6%

8,856

9,219

(4%)

Otto cycle

2,814

2,762

2,870

2%

(2%)

8,436

8,317

1%

Others1

90

101

85

(11%)

5%

258

280

(8%)

EBITDA (R$ million)

954

788

582

21%

64%

2,242

2,218

1%

1Fuel oils, arla 32, kerosene, lubricants and greases



 

Operational performance Sales volume totaled 6,059 thousand m³ in 3Q17, 2% higher compared with 3Q16. The Otto cycle segment increased by 2% compared to 3Q16 with an increased share of gasoline in the product mix, due to the acceleration in investments for expanding the service station network, which will continue to contribute positively to sales volume progression, and to the market share growth. Diesel volume grew by 3% in relation to 3Q16 after thirteen consecutive quarters of year-over-year decline, following the gradual recovery in the economy and the improvement in the wholesale segments. In relation to 2Q17, sales volume grew by 2%, largely due to seasonality effects between periods. Total volume in 9M17 amounted to 17,551 thousand m³, a decline of 1% compared with 9M16.

                               

Net sales and services – Total of R$ 17,356 million in 3Q17 (+5%) mainly due to variations in fuel costs – including the increase in PIS/Cofins taxes levied on fuel in July –, to increased sales volume with a larger share of gasoline in the product mix and the strategy of constant innovation in services and convenience at the station, generating greater customer satisfaction and loyalty. Compared to 2Q17, net sales and services increased by 7% due to volume growth and variation in fuel costs. In 9M17, net sales and services amounted to R$ 49,554 million, 1% below 9M16.

 

Cost of goods sold – Total of R$ 15,961 million in 3Q17 (+3%) principally due to the variations in the cost of fuels, including the increase in PIS/Cofins taxes, and higher volumes. In relation to 2Q17, the cost of goods sold increased by 4%, also reflecting the factors previously mentioned. In 9M17, the cost of goods sold amounted to R$ 46,077 million, 1% lower than that in 9M16.

 

Sales, general and administrative expenses – Total of R$ 619 million in 3Q17 (+8%) due to: (i) higher freight expenses in line with volume growth and the increase in freight unitary expenses; (ii) expenses related with strategic initiatives, mainly those related to the joint venture with Chevron in lubricants; and (iii) the company’s option to sign up to the Special Tax Renegotiation Program (Programa Especial de Regularização Tributária - PERT). In relation to 2Q17, sales, general and administrative expenses increased by 1%, largely due to expenses related to PERT program and strategic initiatives. In 9M17, sales, general and administrative expenses were R$ 1,828 million, a rise of 9% when compared with the same period in 2016 due to projects linked to Ipiranga’s growth plan.

 

EBITDA – Total of R$ 954 million (+21%) influenced mainly by a growth in volumes in the period, by the inventory effects derived from variations in fuel costs, including the increase in PIS/Cofins taxes, together with the strategy of constant innovation in services and convenience at the station, generating greater customer satisfaction and loyalty. In 2Q17, EBITDA increased by 64% due mainly to the factors already mentioned together with the negative inventory effects reported in 2Q17. In 9M17, EBITDA totaled R$ 2,242 million, year-over-year increase of 1%.

Investments – A total of R$ 291 million was invested during the quarter and allocated mainly to expansion and maintenance of the service stations and franchises. The service station network grew by 6% year-over-year with net addition of 71 service stations in the quarter and 420 in the last 12 months. Out of the amount invested, R$ 249 million were related to additions to property, plant, equipment and intangible assets and R$ 42 million to the financing to clients, net of repayments. In 9M17, Ipiranga invested R$ 863 million, of which R$ 151 million were financing to clients, net of repayments, with a net addition of 251 new service stations during the nine months ended September 2017, compared with 164 in the same period for 2016.

 

 


 

 

 

 

Oxiteno


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Total volume (000 tons)

211

200

183

5%

15%

589

565

4%

Specialty chemicals

173

169

151

2%

15%

482

463

4%

Commodities

37

31

31

21%

18%

107

103

4%

Sales in Brazil

154

145

131

6%

18%

425

406

5%

Sales outside Brazil

56

55

52

3%

8%

164

159

3%

EBITDA (R$ million)

74

99

34

(25%)

119%

219

414

(47%)

 

 

Operational performance – Oxiteno reported a record sales volume for a quarter, totaling 211 thousand tons (+5% or 11 thousand tons). Sales volumes of specialty chemicals increased by 2% compared with 3Q16, with a 3% increase in sales to the domestic market, notably to the distribution, automotive fluids and home & personal care segments. Specialty chemical volumes sold outside Brazil grew by 1%, with focus on the USA due to pre-marketing activities of the new Pasadena plant, which will start operations in 2018. Commodity volumes grew by 21%, a reflection of favorable prices and product demand conditions. Compared with 2Q17, total sales volume was 15% (28 thousand tons) higher due to seasonal factors between the periods. In 9M17, Oxiteno registered a total sales volume of 589 thousand tons, 4% higher than in 9M16.

 

Net sales and services – Total of R$ 1,030 million (+8%) due to sales volume growth and the 5% higher average price in US Dollars, mainly due to the year-over-year rise in the costs of Oxiteno’s principal raw materials. These factors were partially offset by the 3% (R$ 0.08/US$) stronger Real against the US Dollar and by the increased share of commodities in the product mix. Quarter-on-quarter, Oxiteno reported an increase of 16% in net sales and services due to the same factors mentioned above. In 9M17, net sales and services amounted to R$ 2,828 million, 1% lower than in 9M16.

 

Cost of goods sold – Total of R$ 825 million (+12%) due to (i) volume growth; (ii) increased costs of the main raw materials compared with 3Q16; and (iii) costs related to the extended stoppage of the Oleoquímica plant in 2Q17, offset by a 3% stronger Real against the US Dollar. Compared to 2Q17, the cost of goods sold increased by 13%, largely in line with the volume growth. In 9M17, costs of goods sold amounted to R$ 2,286 million, an increase of 8% relative to the same period in 2016.

 

Sales, general and administrative expenses – Total of R$ 173 million (+11%) principally due to higher freight expenses in line with the volume growth and increased unit expenses with freight. Compared to 2Q17, sales, general and administrative expenses increased by 10% as a result of the same factors already mentioned. In 9M17, sales, general and administrative expenses totaled R$ 485 million, a 7% growth when compared to 9M16.

 

EBITDA – Total of R$ 74 million (-25%) principally a function of the 3% stronger Real against the US Dollar and non-recurring effects of (i) the significant decline in palm kernel oil prices from the first quarter, with a negative effect on inventories, but rendering Oxiteno’s products competitiveness over the following months; and (ii) technical problems restarting the Oleoquímica plant in 2Q17, both factors representing a negative impact of R$ 26 million combined in 3Q17. These effects were softened by the growth in volumes during the period. Excluding non-recurring effects, Oxiteno’s EBITDA would have shown growth of 1% compared with 3Q16. In relation to 2Q17, EBITDA posted an increase of 119%, principally due to higher sales volume and the greater competitiveness of Oxiteno’s products in 3Q17. In 9M17, EBITDA amounted to R$ 219 million, 47% lower than for 9M16.

 

Investments – A total of R$ 107 million was invested during the quarter, largely related to the investments in the new ethoxylation plant in the US, expected to start operations in 2018, to maintenance of its production units and investments in IT systems. In 9M17, investments totaled R$ 295 million.

 

 


 

 

 

 

Ultragaz


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Total volume (000 tons)

460

467

445

(1%)

3%

1,320

1,320

0%

Bottled

317

315

307

1%

4%

906

893

1%

Bulk

143

152

139

(6%)

3%

414

427

(3%)

EBITDA (R$ million)

157

108

124

46%

27%

401

324

24%


Operational performance –
Total sales volume was 460 thousand tons, 1% lower than that in 3Q16, with a decline of 6% in the bulk segment due to declining volumes in the LPG market, increased sales volume to industrial clients in 3Q16 and the loss of some costumers that switched from LPG to natural gas in 3Q17. In the bottled segment, Ultragaz reported growth of 1%, a reflection of investments in new resellers. Compared to 2Q17, sales volume increased by 3%, mainly due to seasonal effects between periods. In 9M17, Ultragaz reported volumes of 1,320 thousand tons and stable compared with the same period in 2016.

 

Net sales and services – Total of R$ 1,576 million (+12%) due to (i) adjustments in the cost of LPG purchased from Petrobras; and (ii) the strategy of differentiation and innovation, offset by lower sales volume. In relation to 2Q17, net sales and services rose by 7% due to adjustments in the costs of LPG purchased from Petrobras and higher sales volume. In 9M17, net sales and services amounted to R$ 4,401 million, an increase of 10% compared to 9M16.

 

Cost of goods sold – Total of R$ 1,304 million (+10%), principally due to adjustments in the costs of LPG purchased from Petrobras, partially offset by lower costs with requalification of LPG bottles, maintenance and freight, due to lower volume sold and shorter routes for sourcing products. In relation to 2Q17, cost of goods sold rose by 6% due to adjustments in the cost of LPG and higher sales volume, partially offset by lower unitary freight costs, lower costs with requalification of LPG bottles and with maintenance. In 9M17, the cost of goods sold amounted to R$ 3,674 million, 10% higher than in 9M16.  

 

Sales, general and administrative expenses Total of R$ 163 million (-2%) due to lower marketing expenses with strengthening of the brand in 3Q17, expenses that amounted to R$ 15 million in 3Q16, partially offset by higher expenses with studies and projects and the effects of inflation on expenses. In relation to 2Q17, sales, general and administrative expenses reported an increase of 1% due to higher volume and higher expenses with legal counseling and studies and projects, attenuated by lower unitary freight expenses. In 9M17, sales, general and administrative expenses amounted to R$ 465 million, 2% higher than in 9M16.

 

EBITDA – Total of R$ 157 million (+46%), reflecting: (i) initiatives for reducing costs and expenses, (ii) commercial initiatives for capturing new clients and resellers and the strategy based on differentiation and innovation; and (iii) expenses with marketing and advertising, exceptionally higher in 3Q16, partially offset by lower sales volume. Compared to 2Q17, EBITDA grew by 27%, principally due to higher sales volume and initiatives for reducing costs previously mentioned. In 9M17, Ultragaz posted an EBITDA of R$ 401 million, 24% higher than in 9M16.

 

Investments – Ultragaz invested R$ 49 million, mainly allocated to new clients in the bulk segment and the purchase of LPG bottles. The company invested R$ 177 million year to date.

 

 


 

 

 

Ultracargo


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Effective Storage1 (000 m³)

729

683

727

7%

0%

717

668

7%

EBITDA (R$ million)

40

23

26

72%

52%

88

97

(10%)

 

1Monthly average


Operational performance –
Ultracargo’s average storage increased by 7% compared to 3Q16. This result was due to greater fuel handling activity at the Suape, Itaqui and Santos port terminals, reflecting the partial resumption of activities in the latter terminal in June 2017, when 67.5 thousand m³ of the 151.5 thousand m³ suspended since the April 2015 fire restarted operations. Compared with 2Q17, average storage at Ultracargo’s terminals remained flat with greater fuel handling at the terminals partially offset by a reduction in operations at the Aratu terminal. In 9M17, Ultracargo’s average storage increased 7%.

 

Net sales and services – Total of R$ 112 million in 3Q17 (+21%), due to (i) the increase in average storage with larger capacity being taken up by fuel handling activities, (ii) the increase in Ultracargo’s productivity, and (iii) partial resumption of operations in Santos. Compared with 2Q17, net sales and services were 6% higher, principally reflecting greater fuel handling and the partial resumption of activities in Santos. In 9M17, net sales and services amounted to R$ 319 million, 23% greater than in 9M16.

 

Cost of services provided – Total of R$ 55 million (+15%) due to higher labor-related expenditures, reflecting partial resumption of activities in Santos, with materials in line with growth in fuel handling operations at the terminals and with maintenance in Aratu. In relation to 2Q17, cost of services increased by 3%, reflecting higher maintenance costs in Aratu. In 9M17, cost of services provided amounted to R$ 159 million, a growth of 10% in relation to the 9M16.

 

Sales, general and administrative expenses – Total of R$ 27 million (+4%) principally due to higher labor-related expenses. In relation to 2Q17, sales, general and administrative expenses posted a reduction of 4%, principally due to lower expenses with legal advisory services. In 9M17, sales, general and administrative expenses totaled R$ 80 million, 18% higher than 9M16.

 

Other operating results – The “Other operating results” line reported total net expenses in 3Q17 of R$ 3 million, compared with a net expenses of R$ 6 million in 3Q16 and net expenses of R$ 15 million in 2Q17. In all three quarters, the amount consists of expenses related to commissioning and licensing of the Santos terminal.

 

EBITDA – Total of R$ 40 million (+72%) and mainly a reflection of (i) greater fuel handling activities, (ii) the increase in Ultracargo’s productivity, and (iii) partial resumption of operations in Santos. In relation to 2Q17, EBITDA increased by 52% due to the same factors mentioned above combined with lower commissioning and licensing expenses for the Santos terminal. In 9M17, EBITDA reached R$ 88 million, a year-over-year decline of 10%.

 

Investments – Ultracargo invested R$ 31 million, allocated to maintenance and modernization of safety systems and processes at the port terminals. In 9M17, investments totaled R$ 45 million.

 

 

 


 

 

 

Extrafarma


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Gross revenues (R$ million)

501

433

482

16%

4%

1,459

1,214

20%

Drugstores (end of period)

366

293

341

25%

7%

366

293

25%

   % of mature stores (+3 years)

49%

57%

53%

(7.8 p.p.)

(3.6 p.p.)

49%

57%

(7.8 p.p.)

EBITDA (R$ million)

7

6

10

10%

(28%)

21

24

(13%)


 

Operational performance – Extrafarma ended 3Q17 with 366 stores (+25% with 88 openings and 15 closures in the last 12 months). At the end of 3Q17, 51% of the stores had been operating for less than three years compared with 43% in 3Q16, a result of the accelerated expansion of the drugstore network. In relation to 2Q17, Extrafarma opened 30 new stores (5 closures), seven of which in the state of São Paulo.

 

Gross revenue – Total of R$ 501 million (+16%) resulting from the growth of 18% in retail sales due to the increased average number of stores and 7% growth in same store sales (4% in mature stores and 6% in mature stores excluding mobile phones). Compared with 2Q17, gross revenue rose 4% reflecting increased average number of stores. In 9M17, gross revenue amounted to R$ 1,459 million, a growth of 20% in relation to 9M16.

 

Cost of goods sold and gross profit – Cost of goods sold amounted to R$ 324 million (+14%), principally due to higher sales and the annual readjustment in prices of medicines, offset by a growth in trade marketing funds from the pharmaceutical industry, as a result of Extrafarma’s commercial initiatives. Gross profit was R$ 149 million (+21%), principally due to stronger sales and increased funds from trade marketing. In relation to 2Q17, the cost of goods sold rose by 5% and gross profit by 2% due to the increase in sales and in trade marketing funds in the period, partially compensated by inventory gains in 2Q17. In 9M17, cost of goods sold totaled R$ 936 million and gross profit, R$ 441 million, 20% and 21%, respectively above 9M16.

 

Sales, general and administrative expenses – Total of R$ 157 million (+24%). The increase reflects a 23% higher average number of stores. Excluding the impact of new store openings, sales, general and administrative expenses increased in line with inflation, principally in the light of collective wage agreements closed in 1Q17, compensated by productivity initiatives in the period. In relation to 2Q17, sales, general and administrative expenses increased by 4%, principally due to higher expenses with logistics and store supplying as well as the growth of the network into new regions during the period. In 9M17, sales, general and administrative expenses amounted to R$ 458 million, 24% increase compared to 9M16.

 

EBITDA – Total of R$ 7 million (+10%). The increase is largely a function of greater sales volume, a reflection of the accelerated expansion of the drugstore network and strategic initiatives taken to raise management standards in the retail pharmacy, notably actions to gain productivity and of trade marketing. These effects were partially attenuated by the higher number of still maturing stores. In relation to 2Q17, EBITDA reported a decline of 28% due largely to inventory gains in 2Q17 and the accelerated expansion pace in 3Q17. In 9M17, EBITDA totaled R$ 21 million, a decline of 13% in relation to 9M16.

 

Investments – Extrafarma invested R$ 43 million in 3Q17, mainly for opening 30 new stores, the refurbishment of stores and for information technology focused on improving the purchase experience and operational excellence. Out of the amount invested, R$ 34 million were related to the expansion of the drugstore network. Investments over the 9M17 period totaled R$ 101 million, of which R$ 76 million were destined to new stores.

 

 

 


 

 

 

Ultrapar


 

3Q17

3Q16

2Q17

Δ (%)

Δ (%)

9M17

9M16

Δ (%)

3Q17 v 3Q16

3Q17 v 2Q17

9M17 v 9M16

Net sales and services

20,533

19,445

19,173

6%

7%

58,434

58,628

0%

Net earnings1

556

380

247

46%

125%

1,173

1,135

3%

Earnings per share attributable to Ultrapar shareholders²

1.02

0.70

0.45

47%

126%

2.16

2.08

4%

EBITDA

1,239

1,029

784

20%

58%

2,996

3,095

(3%)

Investments

542

439

484

24%

12%

1,511

1,123

35%

 

Amounts in R$ million (except for EPS)

1 Under IFRS, consolidated net earnings include net earnings attributable to non-controlling shareholders of the controlled companies

2 Calculated based on the weighted average number of shares over the period, net of shares held in treasury

 

Net sales and services – Total of R$ 20,533 million (+6%) reflecting growth in revenue at all the businesses. In relation to 2Q17, net sales and services were 7% higher, again due to growth in revenue at all the businesses. In 9M17, net sales and services amounted to R$ 58,434 million, flat in relation to the same period in the preceding year.

EBITDA – Total of R$ 1,239 million (+20%) due to the growth in EBITDA at all the businesses with the exception of Oxiteno, the latter affected by specific industry-related events in the quarter. In relation to 2Q17, EBITDA recorded an increase of 58%, with growth in all the businesses with the exception of Extrafarma. In 9M17, Ultrapar’s EBITDA amounted to R$ 2,996 million, a fall of 3% compared with 9M16.

Depreciation and amortization – Total of R$ 280 million (+2%) reflecting investments over the past 12 months, particularly the expansion of Ipiranga service station network. Compared with 2Q17, total costs and expenses with depreciation and amortization registered a reduction of 5%. In 9M17, costs and expenses with depreciation and amortization amounted to R$ 870 million, 6% greater than 9M16.

Financial result – Ultrapar’s net debt on September 30, 2017 was R$ 6.8 billion (1.6x LTM EBITDA) compared to R$ 5.8 billion on September 30, 2016 (1.4x LTM EBITDA). Ultrapar reported net financial expenses of R$ 121 million, R$ 81 million lower than in 3Q16 due to a year-over-year decline in the CDI - Interbank Rate despite higher net debt and exchange rate effects between periods. In relation to 2Q17, net financial expenses recorded an increase of R$ 8 million, again due to exchange rate factors between periods and a decrease in CDI. In 9M17, net financial expenses totaled R$ 355 million, a decline of 45% compared with 9M16.

Net earnings – Total of R$ 556 million (+46%) due to the growth in EBITDA and lower financial expenses, although attenuated by higher depreciation and amortization. In relation to 2Q17, net income was 125% higher, also a function of the growth in EBITDA. In 9M17, net earnings were R$ 1,173 million, an increase of 3% compared with the same period in 2016.

Operating cash flow – Total of R$ 1,786 million (+R$ 386 million) in 9M17, due to a reduction in the investment in working capital in 9M17 compared with the same period in 2016.

 

 


 

 

 

Capital markets

Ultrapar’s financial trading volume in 3Q17 was R$ 140 million/day (+7%) considering trading on both B3 and the NYSE. Ultrapar’s share price closed 3Q17 at R$ 75.31 on B3, a depreciation of 3% in the quarter. During the same period, the Ibovespa posted an appreciation of 18%. Ultrapar’s shares on the NYSE reported an appreciation of 1% in 3Q17, while the Dow Jones Industrial Average was up 5% in the period. Ultrapar closed 3Q17 with a market capitalization of R$ 42 billion (+6%).

 

Capital markets

3Q17

3Q16

2Q17

9M17

9M16

Number of shares (000)

556,405

556,405

556,405

556,405

556,405

Market capitalization¹ – R$ million

41,903

39,538

43,133

41,903

39,538

B3

 

 

 

 

 

Average daily volume (shares)

1,379,750

1,188,995

1,280,059

1,300,357

1,347,418

Average daily volume (R$ 000)

101,662

86,178

94,841

93,470

91,440

Average share price (R$/share)

73.68

72.48

74.09

71.88

67.86

NYSE

 

 

 

 

 

Quantity of ADRs² (000 ADRs)

28,791

29,759

29,614

28,791

29,759

Average daily volume (ADRs)

520,579

617,573

585,802

541,059

576,754

Average daily volume (US$ 000)

12,186

13,766

13,416

12,235

11,248

Average share price (US$/ADR)

23.41

22.29

22.90

22.61

19.50

Total

 

 

 

 

 

Average daily volume (shares)

1,900,329

1,806,568

1,865,861

1,841,416

1,924,172

Average daily volume (R$ 000)

140,112

130,869

138,126

132,337

130,734

  ¹Calculated based on the closing price of the period.

   21 ADR = 1 common share

 

 

Performance of UGPA3 x Ibovespa – 9M17

 

 

 


 

 

 

Indebtedness (R$ million)


Ultrapar consolidated

3Q17

3Q16

2Q17

Debt

(13,122.4)

(9,008.5)

(12,358.4)

Cash and long term investments

6,355.8

3,170.0

6,142.3

Net debt

(6,766.6)

(5,838.5)

(6,216.1)

Net debt/EBITDA LTM

1.64

1.37

1.59

Average cost of debt (% CDI)

96.4%

97.0%

94.9%

Average cash yield (% CDI)

96.2%

95.3%

93.9%

 

 

 

 

 

 

Debt breakdown: 

 

Local currency

8,884.1

Foreign currency

4,073.0

Unrealized losses on swaps transactions

165.3

Total

13,122.4

 

 


 

 

 

 

ULTRAPAR

In million Reais

CONSOLIDATED BALANCE SHEET

           

 

 QUARTERS ENDED IN

 

SEP 17

 

SEP 16

 

JUN 17

ASSETS

 

Cash, cash equivalents and financial investments

6,259.7

 

3,160.3

 

6,124.4

Trade accounts receivable

3,893.9

 

3,273.9

 

3,380.8

Inventories

2,967.9

 

2,514.5

 

2,588.1

Taxes

  667.6

 

  529.3

 

  554.9

Other

  211.3

 

  366.0

 

  258.5

Total Current Assets

14,000.5

 

9,844.0

 

12,906.8

Investments

  153.6

 

  131.8

 

  136.4

Property, plant and equipment and intangibles

9,630.0

 

8,855.8

 

9,453.7

Financial investments

96.1

 

9.8

 

17.9

Trade accounts receivable

  269.4

 

  184.9

 

  252.3

Deferred income tax

  474.4

 

  577.3

 

  411.5

Escrow deposits

  817.4

 

  772.0

 

  801.9

Other

  594.2

 

  335.4

 

  558.3

Total Non-Current Assets

12,035.1

 

10,867.0

 

11,631.9

           

TOTAL ASSETS

26,035.6

 

20,711.0

 

24,538.7

           

LIABILITIES

 

Loans, financing and debentures

2,955.4

 

1,766.6

 

3,091.8

Suppliers

1,578.9

 

1,098.5

 

1,165.4

Payroll and related charges

  391.2

 

  371.0

 

  325.3

Taxes

  349.0

 

  213.3

 

  207.7

Other

  305.8

 

  230.5

 

  350.2

Total Current Liabilities

5,580.2

 

3,679.9

 

5,140.3

Loans, financing and debentures

10,167.0

 

7,242.0

 

9,266.6

Judicial provisions

  653.6

 

  703.0

 

  648.2

Post-retirement benefits

  129.1

 

  117.9

 

  127.4

Other

  349.8

 

  542.4

 

  343.9

Total Non-Current Liabilities

11,299.6

 

8,605.3

 

10,386.0

 

-

 

-

 

-

TOTAL LIABILITIES

16,879.8

 

12,285.2

 

15,526.4

           

STOCKHOLDERS' EQUITY

 

Capital

5,171.8

 

3,838.7

 

5,171.8

Reserves

3,693.5

 

4,359.4

 

3,693.5

Treasury shares

(480.2)

 

(483.9)

 

(480.2)

Others

  743.6

 

  680.0

 

  600.5

Non-controlling interest

27.2

 

31.5

 

26.7

Total shareholders’ equity

9,155.8

 

8,425.8

 

9,012.3

 

-

 

-

 

-

TOTAL LIAB. AND STOCKHOLDERS' EQUITY

26,035.6

 

20,711.0

 

24,538.7

Cash and financial investments

6,355.8

 

3,170.0

 

6,142.3

Debt

  (13,122.4)

 

  (9,008.5)

 

  (12,358.4)

Net cash (debt)

  (6,766.6)

 

  (5,838.5)

 

  (6,216.1)

 


 

 

 

 

ULTRAPAR

In million Reais (except in per share data)

CONSOLIDATED INCOME STATEMENT

 

 

 

 

 

 

 

 

 

 

 

 3Q17

 

 3Q16

 

 2Q17

 

 9M17

 

 9M16

                   

Net sales and services

20,532.6

 

19,445.2

 

19,173.0

 

58,433.5

 

58,267.7

                   

  Cost of products and services sold

  (18,454.9)

 

  (17,662.3)

 

  (17,590.6)

 

  (53,086.3)

 

  (53,073.3)

                   

Gross profit

2,077.7

 

1,782.9

 

1,582.5

 

5,347.2

 

5,194.5

                   

Operating expenses

 

 

 

 

 

 

 

 

 

 Selling

(729.3)

 

(675.2)

 

(721.1)

 

  (2,153.7)

 

  (1,965.3)

 General and administrative

(408.7)

 

(369.6)

 

(389.2)

 

  (1,160.6)

 

  (1,047.7)

 

-

 

-

 

-

 

-

 

-

Other operating income (expenses), net

15.7

 

14.5

 

6.6

 

78.7

 

90.1

Income from sale of assets

  (0.6)

 

  (0.1)

 

6.2

 

  (0.8)

 

  (2.1)

                   

Operating income

  954.8

 

  752.5

 

  484.9

 

2,110.8

 

2,269.5

       

 

     

 

 

Financial results

                 

Financial income

  150.0

 

  120.2

 

  136.9

 

  451.3

 

  341.1

Financial expenses

(270.8)

 

(322.4)

 

(249.8)

 

(806.1)

 

(982.3)

Equity in earnings (losses) of affiliates

4.0

 

2.3

 

5.7

 

16.1

 

5.4

 

     

 

     

 

 

Income before income and social contribution taxes

  838.0

 

  552.6

 

  377.7

 

1,772.1

 

1,633.7

                   

 

     

 

     

 

 

Provision for income and social contribution taxes

 

Current

(392.9)

 

(179.2)

 

(124.9)

 

(715.5)

 

(634.5)

Deferred

97.7

 

  (12.8)

 

  (12.3)

 

89.5

 

63.8

Benefit of tax holidays

12.8

 

19.4

 

6.7

 

27.0

 

72.0

                   

Net Income

  555.6

 

  380.1

 

  247.2

 

1,173.1

 

1,135.1

                   

Net income attributable to:

     

 

     

 

 

  Shareholders of Ultrapar

  555.1

 

  376.8

 

  246.1

 

1,169.4

 

1,126.2

  Non-controlling shareholders of the subsidiaries

0.5

 

3.3

 

1.1

 

3.7

 

8.9

       

 

     

 

 

EBITDA

1,239.1

 

1,029.3

 

  784.2

 

2,996.4

 

3,094.7

       

 

     

 

 

Depreciation and amortization

  280.3

 

  274.5

 

  293.6

 

  869.5

 

  819.8

Total investments, net of disposals and repayments

  542.1

 

  438.6

 

  483.8

 

1,511.2

 

1,122.9

                   

RATIOS

 

 

 

 

 

 

 

 

 

       

 

     

 

 

Earnings per share - R$

1.02

 

0.70

 

0.45

 

2.16

 

2.08

Net debt / Stockholders' equity

0.74

 

0.69

 

0.69

 

0.74

 

0.69

Net debt / LTM EBITDA

1.64

 

1.37

 

1.59

 

1.64

 

1.37

Net interest expense / EBITDA

0.10

 

0.20

 

0.14

 

0.12

 

0.21

Gross margin

10.1%

 

9.2%

 

8.3%

 

9.2%

 

8.9%

Operating margin

4.7%

 

3.9%

 

2.5%

 

3.6%

 

3.9%

EBITDA margin

6.0%

 

5.3%

 

4.1%

 

5.1%

 

5.3%

                   

Number of employees

  15,985

 

  15,034

 

  15,613

 

  15,985

 

  15,034

 

 


 

 

 

ULTRAPAR

In million Reais

CONSOLIDATED CASH FLOW STATEMENT

 

     

 

JAN - SEP

 

2017

 

2016

Cash Flows from (used in) operating activities

1,785.7

 

  1,399.7

Net income

1,173.1

 

  1,135.1

Depreciation and amortization

869.5

 

  819.8

Working capital

122.5

 

(297.9)

Financial expenses (A)

611.6

 

  389.0

Deferred income and social contribution taxes

  (89.5)

 

(63.8)

Income from sale of assets

0.8

 

  2.1

Cash paid for income and social contribution taxes

  (606.1)

 

(514.4)

Other (B)

  (296.3)

 

(70.1)

Cash Flows from (used in) investing activities

  (1,360.3)

 

(1,077.7)

Additions to fixed and intangible assets, net of disposals

  (1,344.3)

 

(1,046.9)

Acquisition and sale of equity investments

  -

 

(30.8)

Cash of joint-ventures merged

  (16.0)

 

-

Cash Flows from (used in) financing activities

228.6

 

(1,125.1)

Debt raising

3,292.2

 

  1,200.0

Amortization of debt / Payment of financial lease

  (1,588.2)

 

(620.6)

Interest paid

  (535.3)

 

(830.7)

Dividends paid (C)

  (940.2)

 

(873.6)

Net increase (decrease) in cash and cash equivalents

654.0

 

(803.1)

       

Cash and cash equivalents at the beginning of the period (D)

5,701.8

 

  3,973.2

       

Cash and cash equivalents at the end of the period (D)

6,355.8

 

  3,170.0

       

(A) Comprised of interest and exchange rate and inflationary variation expenses on loans and financing. Does not include revenues from interest and exchange rate and inflationary variation on cash equivalents.

(B) Comprised mainly of noncurrent assets and liabilities variations net.

(C) Includes dividends paid by Ultrapar and its subsidiaries to third parties.

(D) Includes long term financial investments.

 

 


 

 

 

 

IPIRANGA

In million Reais

CONSOLIDATED BALANCE SHEET

           

 

 QUARTERS ENDED IN

 

 SEP 17

 

 SEP 16

 

 JUN 17

           

OPERATING ASSETS

 

 

 

 

 

Trade accounts receivable

2,804.3

 

  2,317.2

 

2,365.9

Trade accounts receivable - noncurrent portion

  233.8

 

151.4

 

215.4

Inventories

1,821.4

 

  1,452.1

 

1,462.1

Taxes

  360.6

 

259.7

 

281.0

Other

  510.5

 

365.2

 

540.6

Property, plant and equipment, intangibles and investments

4,372.6

 

  4,035.0

 

4,291.2

 

     

 

 

TOTAL OPERATING ASSETS

  10,103.2

 

  8,580.6

 

9,156.2

           

OPERATING LIABILITIES

 

 

 

 

 

Suppliers

1,108.3

 

727.3

 

774.1

Payroll and related charges

  105.8

 

112.2

 

87.1

  Post-retirement benefits

  109.3

 

99.5

 

108.4

  Taxes

  132.9

 

108.7

 

98.2

Judicial provisions

  106.5

 

102.5

 

103.4

  Other accounts payable

  209.3

 

200.2

 

206.6

           

TOTAL OPERATING LIABILITIES

1,772.1

 

  1,350.4

 

1,377.9

 

 

CONSOLIDATED INCOME STATEMENT

                   

 

 3Q17

 

 3Q16

 

 2Q17

 

 9M17

 

 9M16

                   

Net sales

  17,355.9

 

  16,591.3

 

16,279.3

 

49,554.2

 

50,048.8

 

 

 

 

 

 

 

 

 

Cost of products and services sold

 (15,961.0)

 

(15,423.7)

 

  (15,287.0)

 

  (46,077.3)

 

  (46,740.3)

 

 

 

 

 

 

 

 

 

 

Gross profit

1,394.9

 

  1,167.6

 

992.3

 

3,476.8

 

3,308.5

 

Operating expenses

                 

  Selling

(406.5)

 

  (385.8)

 

  (420.0)

 

  (1,241.6)

 

  (1,145.9)

  General and administrative

(212.8)

 

  (185.6)

 

  (194.2)

 

(586.1)

 

(523.4)

 

Other operating income (expenses), net

  15.0

 

18.4

 

21.4

 

56.9

 

65.3

Income from sale of assets

  0.1

 

(0.3)

 

  (0.1)

 

  (0.3)

 

  (2.5)

 

Operating income

  790.7

 

614.4

 

399.4

 

1,705.7

 

1,702.1

 

Equity in earnings (losses) of affiliates

  0.3

 

  0.3

 

0.3

 

0.9

 

0.9

 

EBITDA

  954.0

 

787.7

 

582.4

 

2,241.6

 

2,218.0

 

Depreciation and amortization

  162.9

 

173.0

 

182.7

 

  535.0

 

  515.0

                   

RATIOS

 

 

 

 

 

 

 

 

 

 

                 

Gross margin (R$/m3)

230

 

  197

 

  167

 

  198

 

  186

Operating margin (R$/m3)

131

 

  104

 

  67

 

  97

 

  96

EBITDA margin (R$/m3)

157

 

  133

 

  98

 

  128

 

  124

EBITDA margin (%)

5.5%

 

4.7%

 

3.6%

 

4.5%

 

4.4%

 

 

 

 

 

 

 

 

 

 

Number of employees

  7,814

 

7,394

 

7,743

 

  7,814

 

  7,394

 

 


 

 

 

 

OXITENO

   

In million Reais

 

CONSOLIDATED BALANCE SHEET

 
               

 

 

 

 QUARTERS ENDED IN

   

 

 

 

 SEP 17

 

 SEP 16

 

 JUN 17

   

 

 

               

 

 

OPERATING ASSETS

 

 

 

 

 

   

 

 

Trade accounts receivable

  574.3

 

  510.4

 

  523.3

   

 

 

Inventories

  681.3

 

  661.7

 

  685.8

   

 

 

Taxes

  149.1

 

  101.3

 

  133.0

 

 

 

 

Other

  146.3

 

  130.6

 

  152.0

 

 

 

 

Property, plant and equipment, intangibles and investments

 1,956.8

 

1,697.2

 

1,909.3

 

 

 

 

 

         

 

 

 

 

TOTAL OPERATING ASSETS

 3,507.8

 

3,101.1

 

3,403.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LIABILITIES

 

 

 

 

 

 

 

 

 

Suppliers

  214.4

 

  178.9

 

  189.3

 

 

 

 

Payroll and related charges

  86.2

 

76.7

 

71.1

 

 

 

 

Taxes

  38.6

 

33.2

 

33.8

 

 

 

 

Judicial provisions

  15.7

 

  112.0

 

13.9

 

 

 

 

  Other accounts payable

  50.5

 

33.2

 

64.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL OPERATING LIABILITIES

  405.4

 

  434.0

 

  372.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                   

CONSOLIDATED INCOME STATEMENT

                   

 

 3Q17

 

 3Q16

 

 2Q17

 

 9M17

 

 9M16

                   

Net sales

 1,030.0

 

  956.1

 

  885.1

 

2,827.5

 

2,869.1

 

Cost of goods sold

                 

Variable

(696.8)

 

(616.8)

 

(610.2)

 

  (1,915.5)

 

  (1,757.4)

Fixed

(93.5)

 

  (88.8)

 

  (87.5)

 

(270.3)

 

(258.1)

Depreciation and amortization

(34.4)

 

  (33.0)

 

  (33.2)

 

  (99.9)

 

(102.4)

 

Gross profit

  205.3

 

  217.5

 

  154.1

 

  541.8

 

  751.3

 

Operating expenses

                 

  Selling

(83.7)

 

  (70.4)

 

  (70.1)

 

(224.8)

 

(207.6)

  General and administrative

(89.2)

 

  (85.8)

 

  (87.0)

 

(260.7)

 

(246.0)

 

Other operating income (expenses), net

2.6

 

0.7

 

0.1

 

52.1

 

2.2

Income from sale of assets

0.1

 

  (0.2)

 

  (0.8)

 

  (1.7)

 

0.2

 

Operating income

  35.1

 

61.9

 

  (3.8)

 

  106.7

 

  300.0

 

Equity in earnings (losses) of affiliates

0.4

 

0.3

 

0.4

 

1.1

 

0.9

 

EBITDA

  73.9

 

98.6

 

33.8

 

  219.2

 

  413.8

 

Depreciation and amortization

  38.4

 

36.4

 

37.1

 

  111.4

 

  112.9

                   

RATIOS

 

 

 

 

 

 

 

 

 

                   

  Gross margin (R$/ton)

975

 

  1,088

 

  844

 

  920

 

  1,330

  Gross margin (US$/ton)

308

 

  335

 

  263

 

  290

 

  374

  Operating margin (R$/ton)

167

 

  310

 

(21)

 

  181

 

  531

  Operating margin (US$/ton)

  53

 

  95

 

(6)

 

  57

 

  149

  EBITDA margin (R$/ton)

351

 

  493

 

  185

 

  372

 

  732

  EBITDA margin (US$/ton)

111

 

  152

 

  58

 

  117

 

  206

 

Number of employees

  1,896

 

  1,899

 

  1,877

 

  1,896

 

  1,899

 

 

 


 

 

 

ULTRAGAZ

       

In million Reais

       

CONSOLIDATED BALANCE SHEET

       

 

 

 

     

 

 

 

 

 

 QUARTERS ENDED IN

 

 

 

 

 

 SEP 17

 

 SEP 16

 

 JUN 17

 

 

 

 

 

 

 

     

 

 

 

 

OPERATING ASSETS

 

 

 

 

 

 

 

 

 

Trade accounts receivable

  343.1

 

  276.3

 

  322.5

 

 

 

 

Trade accounts receivable - noncurrent portion

35.3

 

33.1

 

36.5

 

 

 

 

Inventories

  120.4

 

86.0

 

90.6

       

Taxes

83.8

 

64.4

 

70.1

       

Escrow deposits

  209.1

 

  202.4

 

  208.6

       

Other

65.7

 

47.9

 

55.4

       

Property, plant and equipment, intangibles and investments

  975.8

 

  944.4

 

  975.0

       

 

 

 

     

 

 

 

 

TOTAL OPERATING ASSETS

1,833.2

 

1,654.3

 

1,758.7

 

 

 

 

 

 

 

     

 

 

 

 

OPERATING LIABILITIES

 

 

 

 

 

 

 

 

 

Suppliers

64.4

 

50.9

 

52.6

 

 

 

 

Payroll and related charges

  126.0

 

  119.9

 

  102.5

 

 

 

 

Taxes

9.3

 

7.5

 

9.2

 

 

 

 

Judicial provisions

  108.8

 

  103.5

 

  107.6

 

 

 

 

  Other accounts payable

47.2

 

32.1

 

43.1

 

 

 

 

 

 

 

     

 

 

 

 

TOTAL OPERATING LIABILITIES

  355.7

 

  313.8

 

  315.0

 

 

 

 

 

 

 

     

 

 

 

 

 

 

 

     

 

 

 

 

CONSOLIDATED INCOME STATEMENT

 

           

 

 

 

 

 3Q17

 

 3Q16

 

 2Q17

 

 9M17

 

 9M16

 

         

 

     

Net sales

1,576.0

 

1,411.1

 

1,472.9

 

4,401.2

 

3,986.7

 

  Cost of sales and services

  (1,304.2)

 

  (1,180.4)

 

  (1,235.9)

 

  (3,673.8)

 

  (3,329.3)

 

Gross profit

  271.7

 

  230.6

 

  237.0

 

  727.4

 

  657.4

 

Operating expenses

                 

  Selling

(102.0)

 

(110.6)

 

(101.5)

 

(294.6)

 

(300.9)

  General and administrative

  (60.6)

 

  (54.7)

 

  (59.1)

 

(170.6)

 

(154.0)

 

Other operating income (expenses), net

1.0

 

1.5

 

0.7

 

3.8

 

2.8

Income from sale of assets

  (0.8)

 

0.8

 

2.2

 

2.0

 

0.8

 

Operating income

  109.4

 

67.6

 

79.5

 

  268.1

 

  206.1

 

Equity in earnings (losses) of affiliates

  (0.0)

 

  (0.0)

 

0.9

 

0.9

 

  (0.0)

 

EBITDA

  157.0

 

  107.5

 

  124.1

 

  401.4

 

  324.4

 

Depreciation and amortization

47.6

 

39.9

 

43.7

 

  132.5

 

  118.4

 

     

 

 

 

 

 

 

RATIOS

 

 

 

 

 

 

 

 

 

           

 

     

  Gross margin (R$/ton)

  590

 

  494

 

  532

 

  551

 

  498

  Operating margin (R$/ton)

  238

 

  145

 

  178

 

  203

 

  156

  EBITDA margin (R$/ton)

  341

 

  230

 

  279

 

  304

 

  246

 

 

 

 

 

 

 

 

 

 

Number of employees

  3,638

 

  3,640

 

  3,639

 

  3,638

 

  3,640

 

 

 


 

 

 

ULTRACARGO

   

In million Reais

       

CONSOLIDATED BALANCE SHEET

       

 

 

 

             

 

 QUARTERS ENDED IN

       
 

 SEP 17

 

 SEP 16

 

 JUN 17

       
                   

OPERATING ASSETS

 

 

 

 

 

       

Trade accounts receivable

35.3

 

38.9

 

36.0

       

Inventories

6.8

 

6.9

 

6.6

       

Taxes

0.5

 

4.1

 

0.7

       

Other¹

17.8

 

  194.6

 

27.0

       

Property, plant and equipment, intangibles and investments

  947.1

 

  902.9

 

  927.3

       
                   

TOTAL OPERATING ASSETS

1,007.5

 

1,147.3

 

  997.7

       
                   

OPERATING LIABILITIES

 

 

 

 

 

       

Suppliers

26.4

 

16.6

 

16.2

       

Payroll and related charges

23.0

 

20.4

 

18.5

       

Taxes

5.7

 

5.5

 

6.1

       

Judicial provisions

26.0

 

10.7

 

26.3

       

  Other accounts payable²

  129.0

 

68.1

 

  185.7

       
                   

TOTAL OPERATING LIABILITIES

  210.2

 

  121.4

 

  252.7

       
                   

¹ Trade receivables - indemnification insurance company

       

² Includes the long term obligations with clients account and the extra amount related to the acquisition of Temmar, in the port of Itaqui and payables - indemnification clients

     

 

 

 

 

 

 

       

 

 

 

 

 

 

       

CONSOLIDATED INCOME STATEMENT

                   

 

 3Q17

 

 3Q16

 

 2Q17

 

 9M17

 

 9M16

                   

Net sales

  112.3

 

92.7

 

  106.4

 

  319.4

 

  258.9

 

  Cost of sales and services

  (55.2)

 

  (48.2)

 

  (53.7)

 

(159.2)

 

(145.2)

 

Gross profit

57.1

 

44.5

 

52.6

 

  160.2

 

  113.7

 

Operating expenses

                 

  Selling

  (2.2)

 

  (1.5)

 

  (1.9)

 

  (5.8)

 

  (4.8)

  General and administrative

  (24.8)

 

  (24.5)

 

  (26.4)

 

  (74.6)

 

  (63.3)

 

Other operating income (expenses), net

  (2.7)

 

  (6.2)

 

  (15.5)

 

  (34.0)

 

19.8

Income from sale of assets

  (0.0)

 

  (0.4)

 

4.8

 

4.9

 

  (0.3)

 

Operating income

27.3

 

11.9

 

13.7

 

50.8

 

65.1

 

Equity in earnings (losses) of affiliates

0.5

 

0.2

 

0.6

 

1.3

 

  (0.0)

 

EBITDA

39.7

 

23.0

 

26.1

 

87.5

 

97.5

 

Depreciation and amortization

11.9

 

10.9

 

11.8

 

35.4

 

32.4

                   

RATIOS

 

 

 

 

 

 

 

 

 

                   

  Gross margin

51%

 

48%

 

49%

 

50%

 

44%

  Operating margin

24%

 

13%

 

13%

 

16%

 

25%

  EBITDA margin

35%

 

25%

 

25%

 

27%

 

38%

                   

Number of employees

  710

 

  627

 

  672

 

  710

 

  627

 

 


 

 

 

EXTRAFARMA

 

 

 

 

In million Reais

 

 

 

 

CONSOLIDATED BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 QUARTERS ENDED IN

 

 

 

 

 

 SEP 17

 

 SEP 16

 

 JUN 17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING ASSETS

 

 

 

 

 

       

Trade accounts receivable

  146.3

 

133.7

 

142.4

       

Inventories

  338.0

 

307.9

 

343.0

       

Taxes

  104.3

 

79.7

 

99.0

       

Other

  17.5

 

16.2

 

17.8

       

Property, plant and equipment, intangibles and investments

 1,078.6

 

983.6

 

1,051.0

       
                   

TOTAL OPERATING ASSETS

 1,684.7

 

  1,521.1

 

1,653.3

       
                   

OPERATING LIABILITIES

 

 

 

 

 

       

Suppliers

  170.2

 

123.6

 

136.3

       

Payroll and related charges

  50.0

 

41.7

 

45.8

       

Taxes

  14.3

 

  2.9

 

13.9

       

Judicial provisions

  61.1

 

59.3

 

60.2

       

  Other accounts payable

  11.2

 

11.4

 

12.9

       
                   

TOTAL OPERATING LIABILITIES

  306.7

 

238.8

 

269.1

       
                   
                   

CONSOLIDATED INCOME STATEMENT

                   

 

 3Q17

 

 3Q16

 

 2Q17

 

 9M17

 

 9M16

                   

Gross Revenues

  500.8

 

432.8

 

481.7

 

1,458.5

 

1,213.9

 

Sales returns, discounts and taxes

(28.1)

 

  (25.1)

 

  (27.4)

 

  (81.7)

 

  (69.0)

 

Net sales

  472.7

 

407.7

 

454.3

 

1,376.8

 

1,144.9

 

Cost of products and services sold

(324.1)

 

  (285.2)

 

  (308.0)

 

(936.0)

 

(781.5)

 

Gross profit

  148.5

 

122.5

 

146.3

 

  440.8

 

  363.4

 

Operating expenses

(157.1)

 

  (126.9)

 

  (151.1)

 

(458.3)

 

(370.0)

Other operating income (expenses), net

  (0.1)

 

  0.0

 

  (0.1)

 

  (0.2)

 

  (0.1)

Income from sale of assets

  (0.0)

 

(0.1)

 

  (0.0)

 

  (5.7)

 

  (0.2)

 

Operating income

  (8.6)

 

(4.4)

 

  (4.9)

 

  (23.4)

 

  (7.0)

 

EBITDA

7.0

 

  6.4

 

9.8

 

20.9

 

23.8

 

Depreciation and amortization

  15.6

 

10.8

 

14.7

 

44.2

 

30.9

                   

RATIOS1

 

 

 

 

 

 

 

 

 

 

                 

Gross margin (%)

30%

 

28%

 

30%

 

30%

 

30%

Operating margin (%)

-2%

 

-1%

 

-1%

 

-2%

 

-1%

EBITDA margin (%)

1%

 

1%

 

2%

 

1%

 

2%

 

 

 

 

 

 

 

 

 

 

Number of employees

  6,280

 

5,541

 

5,989

 

  6,280

 

  5,541

 

 


 

ULTRAPAR PARTICIPAÇÕES S.A.

 

 

Publicly Traded Company

 

CNPJ nº 33.256.439/0001- 39

NIRE 35.300.109.724

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS (11/2017)

 

Date, Time and Location:

November 8, 2017, at 2:30 p.m., at the Company’s headquarters, located at Av. Brigadeiro Luís Antônio, nr 1343, 9th floor, in the City and State of São Paulo.

 

Attendance:

(i) Members of the Board of Directors, duly signed; and (ii) member of the Fiscal Council, pursuant to the terms of paragraph 3 of article 163, of the Brazilian Corporate Law.

 

Decisions:

 

  1. As part of the ongoing monitoring of the business strategy, the members of the Board of Directors continued the analysis of strategic positioning proposal of Ipiranga.

 

  1. After having analyzed and discussed the performance of the Company in the third quarter of the current fiscal year, the respective financial statements were approved.

 

3.    The members of the Board of Directors discussed and approved the EVA growth targets for the period comprised between 2018 and 2020, in accordance with the proposal presented by the Executive Officers and endorsed by the People and Organization Committee.


 

(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 08, 2017)

 

 

 

  1. The members of the Board of Directors were updated on the compliance and internal controls program adopted by the Company.

 

  1. The members of the Board of Directors approved, based on the Company’s Stock-Based Incentive Plan approved at the Annual and Extraordinary General Shareholders’ Meeting of the Company held on April 19, 2017 (the “Plan”), notably in item 4.2 of the Plan:

 

(i) the 1st Incentive Program of Restricted Stock-Based Incentive Plan (“1st Restricted Stock Program”), which shall be filed at the Company’s headquarters, which sets forth, amongst other provisions, the usufruct of equity rights on all shares to the 1st Restricted Stock Program in favor of the participants; the vesting period of six years as from the beginning of the participant’s term; and price and form of payment to the participants; always pursuant to the provisions of the Plan.

(ii) the 1st Incentive Program Based on Restricted and Performance Stock (“1st Restricted and Performance Stock Program”), which shall also be filed at the Company’s headquarters, which sets forth, amongst other provisions, the usufruct of equity rights on 50% of the shares subject to the 1st Restricted and Performance Stock Program in favor of the participants; Company’s performance target (as approved by this Board), which the transfer of ownership of 50% of the shares subject to the 1st Restricted and Performance Stock Program (shares not subject to usufruct) will be subjected to; vesting period of up to 5 years in three tranches; and non- encumbrance to the participants; always pursuant to the provisions of the Plan.


 

(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 08, 2017)

 

 

(iii) the list that is filed at the Company’s headquarters, of the participants appointed to take part in the 1st Restricted Stock Program and the 1st Restricted and Performance Stock Program, as per the appointments of the Company’s People and Organization Committee, authorizing the signature of such agreements between the Company and each participant of the programs herein approved, pursuant to draft filed at the Company’s headquarters, as well as the grant of usufruct and transfer of shares, pursuant to the terms and conditions provided in each agreement. The members of the Board of Directors are not eligible to the approved programs.

 

  1. The Company’s Executive Officers are hereby authorized to practice all acts and to execute all and any document required to perform the resolution number 5 above.
  2. The members of the Board of Directors verified, under the Securities Trading Policy of the Company, the compliance of negotiations performed by beneficiaries of individual investment programs with those programs duly filed by them with the Company.

 

 

As there were no further matters to be discussed, the meeting was closed, the minutes of this meeting were written, read and approved by all the undersigned members present, as well as by the member of the Fiscal Council.

 

 


 

(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on November 08, 2017)

 

 

Paulo Guilherme Aguiar Cunha – Chairman

 

 

Pedro Wongtschowski – Vice-Chairman

 

 

Alexandre Gonçalves Silva

 

 

Carlos Tadeu da Costa Fraga

 

 

Jorge Marques de Toledo Camargo

 

 

José Maurício Pereira Coelho

 

 

Lucio de Castro Andrade Filho

 

 

Nildemar Secches

 

 

Olavo Egydio Monteiro de Carvalho

 

 

 

Member of the Fiscal Council:

 

 

Flavio Cesar Maia Luz


 

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 8, 2017 

ULTRAPAR HOLDINGS INC.

By: /s/ Andre Pires de Oliveira Dias                               

Name: Andre Pires de Oliveira Dias

Title: Chief Financial and Investor Relations Officer

 

(Individual and Consolidated Interim Financial Information for the Three-Month Period Ended September 30, 2017 Report on Review of Interim Financial Information, 3Q17 Earnings release and Board of Directors Minutes)