UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 


Form 6-K


 
 

Report Of Foreign Private Issuer

 

Pursuant To Rule 13a-16 Or 15d-16 Of

 

The Securities Exchange Act Of 1934

 

For the month of November, 2020

 

Commission File Number: 001-14950

 

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)


 Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

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.

Parent’s Separate and Consolidated Interim Financial Information as of and the Three-month period Ended September 30, 2020 and Report on Review of Interim Financial Information


2. 3Q20 Earnings Release

3. Board of Directors minutes

4. Corporate Nomination Policy for Members of The Board Of Directors, Advisory Committees and Executive Officers Board









 

 


(Convenience Translation into English from

the Original Previously Issued in Portuguese)

 

 

Ultrapar Participações S.A.

 

 

Parent’s Separate and Consolidated

Interim Financial Information

as of and the Nine-month Period

Ended September 30, 2020 and

Report on Review of Interim

Financial Information

 

 

KPMG Auditores Independentes



1

Ultrapar Participações S.A. and Subsidiaries

Parent’s Separate and Consolidated

Interim Financial Information 

As of and the Nine-month Period Ended September 30, 2020

 

Table of Content


Report on the Review of Quarterly Information 3-4
Statements of Financial Position 5-6
Statements of Profit or Loss 7-8
Statements of Comprehensive Income 9-10
Statements of Changes in Equity 11-12
Statements of Cash Flows – Indirect Method 13-14
Statements of Value Added 15
Notes to the Interim Financial Information 16-129

 


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, 2020, which comprise the statements of financial position as of September 30, 2020 and related statements of income, comprehensive income for the three and nine-month period then ended and changes in shareholder´s equity and cash flows for the nine-month  period then ended, including 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 and Exchange 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 Review

Our review was conducted in accordance with the Brazilian and International Review Standards of 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.



3


Conclusion on the individual and consolidated 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 Accounting Committee and by IASB applicable to the preparation of Quarterly Financial Information – ITR and presented in accordance with the standards issued by the Brazilian Securities Exchange Commission - CVM. 

 

Other matters

 

Interim statements of value added

The individual and consolidated interim statements of value added (DVA) for the nine-month period ended September 30, 2020, 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, according to the criteria defined in this Standard and consistently in accordance with the individual and consolidated interim financial information taken as a whole.

 

 

São Paulo, November 04, 2020

 

 

KPMG Auditores Independentes

CRC 2SP014428/O-6

(Original report in Portuguese signed by)

Márcio Serpejante Peppe

Accountant CRC 1SP233011/O-8

 

 

4


Ultrapar Participações S.A. and Subsidiaries

Statements of Financial Position

As of September 30, 2020 and December 31, 2019

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

Note

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

4.a

936,880

 

42,580

 

2,996,333

 

2,115,379

Financial investments and hedging instruments

4.b

109,888

 

95,829

 

5,582,703

 

3,090,212

Trade receivables

5.a

-

 

-

 

3,303,691

 

3,635,834

Reseller financing

5.b

-

 

-

 

497,853

 

436,188

Inventories

6

-

 

-

 

3,539,607

 

3,715,560

Recoverable taxes

7.a

-

 

-

 

890,852

 

1,122,335

Recoverable income and social contribution taxes

7.b

51,557

 

49,750

 

253,700

 

325,343

Dividends receivable

 

213

 

3,074

 

269

 

3,630

Other receivables

 

30,896

 

6,321

 

69,134

 

36,765

Prepaid expenses

10

4,450

 

72

 

136,357

 

111,355

Contractual assets with customers – exclusive rights

11

-

 

-

 

481,130

 

465,454

Total current assets

 

1,133,884

 

197,626

 

17,751,629

 

15,058,055

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Financial investments and hedging instruments

4.b

-

 

-

 

1,218,753

 

506,506

Trade receivables

5.a

-

 

-

 

86,864

 

53,666

Reseller financing

5.b

-

 

-

 

428,334

 

364,748

Related parties

8.a

750,000

 

759,123

 

490

 

490

Deferred income and social contribution taxes

9.a

50,566

 

41,613

 

1,068,244

 

653,694

Recoverable taxes

7.a

-

 

-

 

1,321,336

 

767,360

Recoverable income and social contribution taxes

7.b

39,447

 

39,447

 

251,749

 

104,947

Escrow deposits

22.a

2

 

17

 

952,396

 

921,443

Indemnification asset – business combination

22.c

-

 

-

 

193,738

 

193,496

Other receivables

 

-

 

-

 

2,753

 

3,430

Prepaid expenses

10

4,417

 

255

 

79,819

 

69,216

Contractual assets with customers – exclusive rights

11

-

 

-

 

1,183,448

 

1,000,535

Total long term assets

 

844,432

 

840,455

 

6,787,924

 

4,639,531

Investments

 

 

 

 

 

 

 

 

  In subsidiaries

12.a

10,132,390

 

10,085,953

 

-

 

-

  In joint ventures

12.a; 12.b

-

 

18,792

 

142,611

 

153,076

  In associates

12.c

-

 

-

 

25,788

 

25,750

  Others

 

-

 

-

 

2,793

 

2,793

 

 

10,132,390

 

10,104,745

 

171,192

 

181,619

Right to use assets

13

36,281

 

5,799

 

2,162,951

 

1,980,912

Property, plant, and equipment

14

12,948

 

2,532

 

7,976,109

 

7,572,762

Intangible assets

15

251,516

 

246,163

 

1,762,248

 

1,762,593

Total non-current assets

 

11,277,567

 

11,199,694

 

18,860,424

 

16,137,417

Total assets

 

12,411,451

 

11,397,320

 

36,612,053

 

31,195,472

 

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


5


Ultrapar Participações S.A. and Subsidiaries 

Statements of Financial Position

As of September 30, 2020 and December 31, 2019

(In thousands of Brazilian Reais) 

 

 

 

Parent

 

Consolidated

 

Note

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Loans, financing and hedge derivative financial instruments

16

1,024,548

 

-

 

3,004,368

 

867,871

Debentures

16.g

1,422

 

28,713

 

960,088

 

249,570

Trade payables

17

4,385

 

2,173

 

2,578,498

 

2,158,478

Trade payables – reverse factoring

17

-

 

-

 

868,894

 

541,593

Salaries and related charges

18

36,287

 

958

 

513,987

 

405,636

Taxes payable

19

842

 

389

 

310,332

 

269,922

Dividends payable

25.h

14,750

 

14,689

 

16,469

 

16,694

Income and social contribution taxes payable

 

-

 

-

 

109,358

 

164,757

Post-employment benefits

20.b

-

 

-

 

29,522

 

28,951

Provision for asset retirement obligation

21

-

 

-

 

4,655

 

3,847

Provision for tax, civil, and labor risks

22.a

505

 

-

 

41,968

 

40,455

Leases payable

13

4,585

 

144

 

247,678

 

206,396

Other payables

 

9,891

 

3

 

290,370

 

213,273

Deferred revenue

23

-

 

-

 

26,901

 

27,626

Total current liabilities

 

1,097,215

 

47,069

 

9,003,088

 

5,195,069

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and hedge derivative financial instruments

16

-

 

-

 

9,240,591

 

6,907,113

Debentures

16.g

1,723,928

 

1,723,368

 

5,550,879

 

6,368,168

Related parties

8.a

5,199

 

4,220

 

3,853

 

3,925

Deferred income and social contribution taxes

9.a

-

 

-

 

52,177

 

7,531

Post-employment benefits

20.b

4,111

 

-

 

234,408

 

243,916

Provision for asset retirement obligation

21

-

 

-

 

47,866

 

47,395

Provision for tax, civil, and labor risks

22.a; 22.c

280

 

399

 

844,621

 

884,140

Leases payable

13

34,294

 

5,855

 

1,584,095

 

1,382,277

Subscription warrants – indemnification

24

70,481

 

130,657

 

70,481

 

130,657

Provision for short-term liabilities of subsidiaries and joint venture

12.a; 12.b

47,969

 

27,497

 

884

 

-

Other payables

 

3,639

 

-

 

151,810

 

190,106

Total non-current liabilities

 

1,889,901

 

1,891,996

 

17,781,665

 

16,165,228

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

25.a; 25.f

5,171,752

 

5,171,752

 

5,171,752

 

5,171,752

Equity instrument granted

25.b

16,479

 

11,970

 

16,479

 

11,970

Capital reserve

25.d

594,049

 

542,400

 

594,049

 

542,400

Treasury shares

25.c

(489,068)

 

(485,383)

 

(489,068)

 

(485,383)

Revaluation reserve on subsidiaries

25.e

4,383

 

4,522

 

4,383

 

4,522

Profit reserves

25.f

3,995,414

 

3,995,414

 

3,995,414

 

3,995,414

Retained earnings

 

467,022

 

-

 

467,022

 

-

Valuation adjustments

25.g.1

(636,801)

 

(146,317)

 

(636,801)

 

(146,317)

Cumulative translation adjustments

25.g.2

301,105

 

102,427

 

301,105

 

102,427

Additional dividends to the minimum mandatory dividends

25.h

-

 

261,470

 

-

 

261,470

      Equity attributable to:

 

 

 

 

 

 

 

 

       Shareholders of the Company

 

9,424,335

 

9,458,255

 

9,424,335

 

9,458,255

       Non-controlling interests in subsidiaries

 

-

 

-

 

402,965

 

376,920

Total equity

 

9,424,335

 

9,458,255

 

9,827,300

 

9,835,175

Total liabilities and equity

 

12,411,451

 

11,397,320

 

36,612,053

 

31,195,472


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

6


Ultrapar Participações S.A. and Subsidiaries

Statements of Profit or Loss

For the nine-month period ended September 30, 2020 and 2019 

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

 

 

 

Parent

 

Consolidated

 

Note

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Net revenue from sales and services

26

-

 

-

 

58,025,450

 

65,635,188

Cost of products and services sold

27

-

 

-

 

(53,925,516)

 

(61,161,756)

Gross profit

 

-

 

-

 

4,099,934

 

4,473,432

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling and marketing

27

-

 

-

 

(1,854,841)

 

(1,961,011)

Expected reversion (losses) on doubtful accounts

 

-

 

-

 

(29,078)

 

(27,505)

General and administrative

27

-

 

-

 

(1,076,974)

 

(1,245,013)

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

28

-

 

-

 

35,926

 

908

Other operating income, net

29

1,192

 

316

 

114,247

 

100,034

 

 

 

 

 

 

 

 

 

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

 

1,192

 

316

 

1,289,214

 

1,340,845

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

12

503,960

 

627,153

 

(30,515)

 

(18,295)

Operating income before financial income (expenses) and income and social contribution taxes

 

505,152

 

627,469

 

1,258,699

 

1,322,550

Financial income

30

33,850

 

100,451

 

306,813

 

401,880

Financial expenses

30

(80,427)

 

(90,967)

 

(712,639)

 

(656,629)

Financial result, net

30

(46,577)

 

9,484

 

(405,826)

 

(254,749)

Income before income and social contribution taxes

 

458,575

 

636,953

 

852,873

 

1,067,801

Income and social contribution taxes

 

 

 

 

 

 

 

 

Current

9.b; 9.c

(170)

 

-

 

(403,482)

 

(306,692)

Deferred

9.b

8,953

 

3,109

 

46,804

 

(90,500)

 

 

8,783

 

3,109

 

(356,678)

 

(397,192)

Net income for the period

 

467,358

 

640,062

 

496,195

 

670,609

Income attributable to:

 

 

 

 

 

 

 

 

    Shareholders of the Company

 

467,358

 

640,062

 

467,358

 

640,062

    Non-controlling interests in subsidiaries

 

-

 

-

 

28,837

 

30,547

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

 

 

 

 

 

 

 

 

    Basic

31

0.4293

 

0.5903

 

0.4293

 

0.5903

    Diluted

31

0.4268

 

0.5869

 

0.4268

 

0.5869

 

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

7


Ultrapar Participações S.A. and Subsidiaries

Statements of Profit or Loss

For the three-month period ended September 30, 2020 and 2019

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

 

 

 

Parent

 

Consolidated

 

Note

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Net revenue from sales and services

26

-

 

-

 

20,762,078

 

23,203,290

Cost of products and services sold 

27

-

 

-

 

(19,123,322)

 

(21,580,190)

Gross profit

 

-

 

-

 

1,638,756

 

1,623,100

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

Selling and marketing

27

-

 

-

 

(658,104)

 

(651,592)

Expected reversion (losses) on doubtful accounts

 

-

 

-

 

27,438

 

38,135

General and administrative

27

-

 

-

 

(373,853)

 

(445,539)

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

28

-

 

-

 

15,016

 

1,963

Other operating income, net

29

636

 

(104)

 

(45,907)

 

53,214

 

 

 

 

 

 

 

 

 

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

 

636

 

(104)

 

603,346

 

619,281

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

12

285,818

 

302,596

 

(4,817)

 

(8,247)

Operating income before financial income (expenses) and income and social contribution taxes

 

286,454

 

302,492

 

598,529

 

611,034

Financial income

30

2,081

 

24,112

 

71,649

 

125,592

Financial expenses

30

(28,794)

 

(31,504)

 

(229,517)

 

(288,993)

Financial result, net

30

(26,713)

 

(7,392)

 

(157,868)

 

(163,401)

Income before income and social contribution taxes

 

259,741

 

295,100

 

440,661

 

447,633

Income and social contribution taxes

 

 

 

 

 

 

 

 

Current

9.b; 9.c

-

 

-

 

(183,850)

 

(47,244)

Deferred

9.b

5,692

 

2,700

 

20,490

 

(93,066)

 

 

5,692

 

2,700

 

(163,360)

 

(140,310)

Net income for the period

 

265,433

 

297,800

 

277,301

 

307,323

Income attributable to:

 

 

 

 

 

 

 

 

    Shareholders of the Company

 

265,433

 

297,800

 

265,433

 

297,800

    Non-controlling interests in subsidiaries

 

-

 

-

 

11,868

 

9,523

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

 

 

 

 

 

 

 

 

    Basic

31

0.2437

 

0.2746

 

0.2437

 

0.2746

    Diluted

31

0.2422

 

0.2730

 

0.2422

 

0.2730

 

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, 2020 and 2019

(In thousands of Brazilian Reais)

 

 

Note

Parent

 

Consolidated

 

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Net income for the period

 

467,358

 

640,062

 

496,195

 

670,609

Items that are subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

Fair value adjustments of financial instruments, net

25.g.1

274

 

(57)

 

274

 

(57)

Fair value adjustments of financial instruments of subsidiaries, net

25.g.1

(491,544)

 

(103,062)

 

(491,544)

 

(103,041)

Fair value adjustments of financial instruments of joint ventures, net

25.g.1

786

 

83

 

786

 

83

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

25.g.2

198,678

 

23,388

 

198,678

 

23,388

Items that are not subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

Actuarial gain (losses) of post-employment benefits of subsidiaries, net

25.g.1

-

 

238

 

-

 

238

Total comprehensive income for the period

 

175,552

 

560,652

 

204,389

 

591,220

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

 

175,552

 

560,652

 

175,552

 

560,652

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

 

-

 

-

 

28,837

 

30,568

 

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, 2020 and 2019

(In thousands of Brazilian Reais)

 

 

Note

Parent

 

Consolidated

 

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Net income for the period

 

265,433

 

297,800

 

277,301

 

307,323

Items that are subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

Fair value adjustments of financial instruments, net

25.g.1

(158)

 

238

 

(158)

 

238

Fair value adjustments of financial instruments of subsidiaries, net

25.g.1

(14,771)

 

(119,042)

 

(14,771)

 

(119,042)

Fair value adjustments of financial instruments of joint ventures, net

25.g.1

(1,075)

 

2,450

 

(1,075)

 

2,450

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

25.g.2

62,556

 

29,274

 

62,556

 

29,274

Items that are not subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

Actuarial gain (losses) of post-employment benefits of subsidiaries, net

25.g.1

-

 

-

 

-

 

-

Total comprehensive income for the period 

 

311,985

 

210,720

 

323,853

 

220,243

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

 

311,985

 

210,720

 

311,985

 

210,720

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

 

-

 

-

 

11,868

 

9,523

 

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


10


Ultrapar Participações S.A. and Subsidiaries

Statements of Changes in Equity

For the nine-month period ended September 30, 2020 and 2019

(In thousands of Brazilian Reais)



 

 

 

 

 

 

 

 

 

 

 

 

Profit reserve

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

 

Share

capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal reserve

 

Investments statutory reserve

 

Valuation adjustments

 

Cumulative translation adjustments

 

Retained

earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Consolidated

equity

Balance as of December 31, 2019

 

 

5,171,752

 

11,970

 

542,400

 

(485,383)

 

4,522

 

705,341

 

3,290,073

 

(146,317)

 

102,427

 

 

261,470

 

9,458,255

 

376,920

 

9,835,175

Net income for the period

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

467,358

 

-

 

467,358

 

28,837

 

496,195

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of available for financial instruments, net of income taxes

25.g.1

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

274

 

-

 

-

 

-

 

274

 

-

 

274

Fair value adjustments of available for financial instruments, net of income taxes (subsidiaries)

12.a; 25.g.1

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(490,758)

 

-

 

-

 

-

 

(490,758)

 

-

 

(490,758)

Currency translation of foreign subsidiaries, including the effect of net investments hedge

25.g.2

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

198,678

 

-

 

-

 

198,678

 

-

 

198,678

Total comprehensive income for the period

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(490,484)

 

198,678

 

467,358

 

-

 

175,552

 

28,837

 

204,389

Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition

25.d

 

-

 

-

 

54,763

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

54,763

 

-

 

54,763

Stock plan

8.c

 

-

 

-

 

(3,114)

 

(3,685)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(6,799)

 

-

 

(6,799)

Equity instrument granted

25.b

 

-

 

2,906

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

2,906

 

-

 

2,906

Equity instrument granted (subsidiaries)

12.a; 25.b

 

-

 

1,603

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1,603

 

-

 

1,603

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

25.e

 

-

 

-

 

-

 

-

 

(139)

 

-

 

-

 

-

 

-

 

139

 

-

 

-

 

-

 

-

Loss due to the payments fixed dividends to preferred shares

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(516)

 

-

 

(516)

 

-

 

(516)

Shareholder transaction – changes of investiments

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

41

 

-

 

41

 

-

 

41

Additional dividends attributable to non-controlling interests

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(2,792)

 

(2,792)

Approval of additional dividends by the Shareholders’ Meeting

25.h

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(261,470)

 

(261,470)

 

-

 

(261,470)

Balance as of September 30, 2020

 

 

5,171,752

 

16,479

 

594,049

 

(489,068)

 

4,383

 

705,341

 

3,290,073

 

(636,801)

 

301,105

 

467,022

 

 

9,424,335

 

402,965

 

9,827,300

 

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


11


Ultrapar Participações S.A. and Subsidiaries

Statements of Changes in Equity

For the nine-month period ended September 30, 2020 and 2019

(In thousands of Brazilian Reais)



 

 

 

 

 

 

 

 

 

 

 

 

Profit reserve

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

 

Share

capital

 

Equity instrument granted

 

Capital reserve

 

Treasury shares

 

Revaluation reserve on subsidiaries

 

Legal

reserve

 

Investments statutory reserve

 

Valuation adjustments

 

Cumulative translation adjustments

 

Retained earnings

 

Additional dividends to the minimum mandatory dividends

 

Shareholders of the Company

 

Non-controlling interests in subsidiaries

 

Consolidated equity

Balance as of December 31, 2018

 

 

5,171,752

 

4,309

 

542,400

 

(485,383)

 

4,712

 

686,665

 

3,412,427

 

(63,989)

 

65,857

 

 

109,355

 

9,448,105

 

351,924

 

9,800,029

Net income for the period

 

 

 

 

 

 

 

 

 

 

 

640,062

 

 

640,062

 

30,547

 

670,609

Other comprehensive income: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments of available for financial instruments, net of income taxes

25.g.1

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(57)

 

-

 

-

 

-

 

(57)

 

-

 

(57)

Fair value adjustments of available for financial instruments, net of income taxes (subsidiaries)

25.g.1

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(102,979)

 

-

 

-

 

-

 

(102,979)

 

21

 

(102,958)

Actuarial gain of post-employment benefits, net of income taxes

12.a; 25.g.1

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

238

 

-

 

-

 

-

 

238

 

-

 

238

Currency translation of foreign subsidiaries, including the effect of net investments hedge

25.g.1

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

23,388

 

-

 

-

 

23,388

 

-

 

23,388

Total comprehensive income for the period

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(102,798)

 

23,388

 

640,062

 

-

 

560,652

 

30,568

 

591,220

Equity instrument granted

25.b

 

-

 

5,387

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,387

 

-

 

5,387

Shareholder transaction - gain in reimbursement of shares pref. B from Oxiteno Nordeste

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

208

 

-

 

208

 

(208)

 

-

Realization of revaluation reserve of subsidiaries

25.e

 

-

 

-

 

-

 

-

 

(144)

 

-

 

-

 

-

 

-

 

144

 

-

 

-

 

-

 

-

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

25.e

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(27)

 

-

 

(27)

 

-

 

(27)

Additional dividends attributable to non-controlling interests

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,521)

 

(1,521)

Redemption of non-controlling shares of Oxiteno Nordeste

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(2,180)

 

(2,180)

Capital increase from Iconic non-controlling shareholders

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

6,996

 

6,996

Approval of additional dividends by the Shareholders’ Meeting

25.h

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(109,355)

 

(109,355)

 

-

 

(109,355)

Interim dividends (R$ 0.20 per share of the Company)

25.h

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(217,382)

 

-

 

(217,382)

 

-

 

(217,382)

Balance as of September 30, 2019

 

 

5,171,752

 

9,696

 

542,400

 

(485,383)

 

4,568

 

686,665

 

3,412,427

 

(166,787)

 

89,245

 

423,005

 

 

9,687,588

 

385,579

 

10,073,167

 

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

17

12


Ultrapar Participações S.A. and Subsidiaries

Statements of Cash Flows Indirect Method

For the nine-month period ended September 30, 2020 and 2019

(In thousands of Brazilian Reais)

 

 

Note

Parent

 

Consolidated

 

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income for the period

 

467,358

 

640,062

 

496,195

 

670,609

Adjustments to reconcile net income to cash provided by operating activities

 

 

 

 

 

 

 

 

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

12

(503,960)

 

(627,153)

 

30,515

 

18,295

Amortization of contractual assets with customers – exclusive rights

11

-

 

-

 

224,441

 

273,383

Amortization of right to use assets

13.a

3,238

 

-

 

242,147

 

219,225

Depreciation and amortization

14; 15

1,877

 

-

 

698,363

 

623,620

PIS and COFINS credits on depreciation

14; 15

-

 

-

 

11,487

 

11,134

Interest and foreign exchange rate variations

 

68,251

 

4,433

 

768,843

 

1,083,929

Deferred income and social contribution taxes

9.b

(8,953)

 

(3,109)

 

(46,804)

 

90,500

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

28

-

 

-

 

(35,926)

 

(908)

Expected losses on doubtful accounts

5

-

 

-

 

29,078

 

27,505

Provision for losses in inventories

6

-

 

-

 

(829)

 

3,039

Provision for post-employment benefits

20.b

(1,490)

 

-

 

(18,626)

 

(1,888)

Equity instrument granted

8.c

2,906

 

-

 

4,509

 

5,387

Other provisions and adjustments

 

1,164

 

657

 

(1,044)

 

(2,098)

 

 

30,391

 

14,890

 

2,402,349

 

3,021,732

(Increase) decrease in current assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

-

 

-

 

255,238

 

225,745

Inventories

6

-

 

-

 

180,834

 

71,197

Recoverable taxes

7

(1,807)

 

1,617

 

303,126

 

(406,277)

Dividends received from subsidiaries and joint ventures

 

299,746

 

1,521,209

 

4,718

 

3,729

Other receivables

 

(24,575)

 

(1,794)

 

(32,371)

 

(17,950)

Prepaid expenses

10

(4,378)

 

(114)

 

(65,045)

 

12,681

Increase (decrease) in current liabilities

 

 

 

 

 

 

 

 

Trade payables

17

2,212

 

766

 

607,361

 

(344,167)

Salaries and related charges

18

35,329

 

730

 

108,351

 

3,889

Taxes payable

19

453

 

(11,238)

 

40,410

 

2,207

Income and social contribution taxes

 

-

 

(9,238)

 

171,870

 

118,411

Post-employment benefits

20.b

-

 

-

 

571

 

(3,418)

Provision for tax, civil, and labor risks

22.a

505

 

-

 

1,513

 

15,014

Other payables

 

3,089

 

(3,975)

 

66,381

 

87,063

Deferred revenue

23

-

 

-

 

(725)

 

(5,692)

(Increase) decrease in non-current assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

-

 

-

 

(96,784)

 

39,915

Recoverable taxes

7

-

 

9,238

 

(700,778)

 

7,067

Escrow deposits

 

15

 

(16)

 

(30,953)

 

(38,636)

Other receivables

 

-

 

-

 

436

 

51

Prepaid expenses

10

(4,162)

 

(1)

 

5,264

 

(11,772)

 

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, 2020 and 2019

(In thousands of Brazilian Reais)

 

 

 

Parent

 

Consolidated

 

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Increase (decrease) in non-current liabilities

 

 

 

 

 

 

 

 

Post-employment benefits

20.b

5,602

 

-

 

9,118

 

257

Provision for tax, civil, and labor risks

22.a; 22.c

(119)

 

(399)

 

(39,519)

 

(12,753)

Other payables

 

4,618

 

213

 

(37,011)

 

43,283

Deferred revenue

23

-

 

-

 

-

 

(11,850)

Payments of contractual assets with customers – exclusive rights

11

-

 

-

 

(296,765)

 

(231,737)

Income and social contribution taxes paid

 

-

 

-

 

(227,269)

 

(118,924)

Net cash provided by operating activities

 

346,919

 

1,521,888

 

2,630,320

 

2,449,065

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b

(14,059)

 

487,073

 

(1,567,079)

 

(841,235)

Acquisition of property, plant, and equipment

14

(7,575)

 

(641)

 

(587,087)

 

(669,805)

Acquisition of intangible assets

15

(10,071)

 

-

 

(112,335)

 

(75,839)

Capital increase in subsidiary

12.a

(90,580)

 

(1,453,964)

 

-

 

-

Capital increase in joint venture

12.b

-

 

-

 

(20,000)

 

(22,939)

Initial direct costs of right to use assets

13

-

 

-

 

-

 

(69,490)

Proceeds from disposal of property, plant, and equipment and intangibles

28

-

 

-

 

86,012

 

28,661

Net cash used in investing activities

 

(122,285)

 

(967,532)

 

(2,200,489)

 

(1,650,647)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans and debentures 

 

 

 

 

 

 

 

 

Proceeds

16

994,996

 

-

 

3,591,624

 

2,016,429

Repayments

16

-

 

-

 

(2,280,152)

 

(2,160,567)

Interest paid

16

(68,788)

 

(112,675)

 

(478,755)

 

(1,220,707)

Payments of lease

13

(4,256)

 

-

 

(266,490)

 

(237,225)

Dividends paid

25.h

(261,409)

 

(594,380)

 

(264,487)

 

(596,479)

Redemption of non-controlling shares of Oxiteno Nordeste

3.b.2

-

 

-

 

-

 

(2,180)

Capital increase from Iconic non-controlling shareholders

 

-

 

-

 

-

 

6,996

Related parties

8.a

9,123

 

51,439

 

(72)

 

(122)

Net cash provided by (used in) financing activities

 

669,666

 

(655,616)

 

301,668

 

(2,193,855)

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

 

-

 

-

 

149,455

 

9,780

Increase (decrease) in cash and cash equivalents

 

894,300

 

(101,260)

 

880,954

 

(1,385,657)

Cash and cash equivalents at the beginning of the period

4.a

42,580

 

172,315

 

2,115,379

 

3,938,951

Cash and cash equivalents at the end of the period

4.a

936,880

 

71,055

 

2,996,333

 

2,553,294

Transactions without cash effect:

 

 

 

 

 

 

 

 

Addition on right to use assets and leases payable

13.a

33,890

 

-

 

407,148

 

244,650

Initial direct costs of right to use assets

13.a

-

 

-

 

-

 

20,374

Addition on contractual assets with customers – exclusive rights

11

-

 

-

 

139,960

 

-

Reversion fund – private pension

10

-

 

-

 

47,088

 

-

 

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, 2020 and 2019

(In thousands of Brazilian Reais, except percentages)

 

 

Note

Parent

 

Consolidated

 

 

09/30/2020

 

%

 

09/30/2019

 

%

 

09/30/2020

 

%

 

09/30/2019

 

%

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties 

26

-

 

 

 

-

 

 

 

62,473,739

 

 

 

69,823,702

 

 

Rebates, discounts, and returns

26

-

 

 

 

-

 

 

 

(1,237,466)

 

 

 

(1,114,791)

 

 

Expected losses on doubtful accounts

 

-

 

 

 

-

 

 

 

(29,078)

 

 

 

(27,505)

 

 

Amortization of contractual assets with customers – exclusive rights 

11

-

 

 

 

-

 

 

 

(224,441)

 

 

 

(273,383)

 

 

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

28; 29

-

 

 

 

-

 

 

 

150,173

 

 

 

100,942

 

 

 

 

-

 

 

 

-

 

 

 

61,132,927

 

 

 

68,508,965

 

 

Materials purchased from third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Raw materials used

 

-

 

 

 

-

 

 

 

(4,344,264)

 

 

 

(4,278,154)

 

 

Cost of goods, products, and services sold

 

-

 

 

 

-

 

 

 

(49,526,025)

 

 

 

(57,022,478)

 

 

Third-party materials, energy, services, and others

 

121,517

 

 

 

8,065

 

 

 

(1,926,454)

 

 

 

(2,009,651)

 

 

Provisions for losses of assets

 

-

 

 

 

-

 

 

 

(35,038)

 

 

 

(20,007)

 

 

 

 

121,517

 

 

 

8,065

 

 

 

(55,831,781)

 

 

 

(63,330,290)

 

 

Gross value added

 

121,517

 

 

 

8,065

 

 

 

5,301,146

 

 

 

5,178,675

 

 

Deductions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

14; 15

(5,115)

 

 

 

-

 

 

 

(940,510)

 

 

 

(842,845)

 

 

PIS and COFINS credits on depreciation

14; 15

-

 

 

 

-

 

 

 

(11,487)

 

 

 

(11,134)

 

 

 

 

(5,115)

 

 

 

-

 

 

 

(951,997)

 

 

 

(853,979)

 

 

Net value added by the Company

 

116,402

 

 

 

8,065

 

 

 

4,349,149

 

 

 

4,324,696

 

 

Value added received in transfer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

12

503,960

 

 

 

627,153

 

 

 

(30,515)

 

 

 

(18,295)

 

 

Rents and royalties

26

-

 

 

 

-

 

 

 

82,147

 

 

 

111,861

 

 

Financial income

30

33,850

 

 

 

100,451

 

 

 

306,813

 

 

 

401,880

 

 

 

 

537,810

 

 

 

727,604

 

 

 

358,445

 

 

 

495,446

 

 

Total value added available for distribution

 

654,212

 

 

 

735,669

 

 

 

4,707,594

 

 

 

4,820,142

 

 

Distribution of value added

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Labor and benefits

 

93,657

 

15

 

6,369

 

1

 

1,432,270

 

30

 

1,609,804

 

34

Taxes, fees, and contributions

 

6,913

 

1

 

655

 

-

 

2,195,537

 

47

 

1,941,113

 

40

Financial expenses and rents

 

86,284

 

13

 

88,583

 

12

 

583,592

 

12

 

598,616

 

12

Dividends distributed

 

-

 

-

 

217,382

 

30

 

-

 

-

 

218,903

 

5

Retained earnings

 

467,358

 

71

 

422,680

 

57

 

496,195

 

11

 

451,706

 

9

Value added distributed

 

654,212

 

100

 

735,669

 

100

 

4,707,594

 

100

 

4,820,142

 

100

 

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


15


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate 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 São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“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”.

 

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 (“Extrafarma”). The information about segments are disclosed in Note 32.

 

a. Clarifications on the impacts of COVID-19

 

The World Health Organization (“WHO”) declared a coronavirus pandemic (COVID-19) on March 11, 2020. To contain a spread of the virus in Brazil, the Ministry of Health (“MH”) and the state governments announced several actions to reduce the agglomeration and movement of people, including the closing of commerce, parks and common areas. In this context, the Company created a Crisis Committee to keep up with it and monitor the main risks and adopt preventive and emergency measures to reduce the pandemic effects.

 

Since the beginning of the crisis, the Company and its subsidiaries have been working on numerous initiatives to ensure the safety of its employees, the stability and continuity of its operations and the financial solidity of the Company. All the activities of the companies controlled by the Company are classified as essential in the context of the measures adopted to face the pandemic, in the terms to Decree No. 10,282/20.

 

The Company and its subsidiaries quickly adopted the work at home (expressed by home office) for the administrative public, offering all the necessary support for the progress of activities. In addition to basic safety concerns with employees, companies realizes several initiatives aimed at welfare, such as virtual meetings, psychological support and concern for ergonomics, following our principle of valuing people.

 

Through a multidisciplinary committee, a plan for the gradual resumption of employees from administrative areas to offices was structured, due to adoption of numerous preventive measures and intensification of cleaning and safety, according to the guidelines of the state governments and municipal.

 

For the purpose to preserve the commitment to keep their employees in their respective jobs and mitigate the impacts of the crisis, use resources made available by the government, such as reduced working hours and/or wages, suspension of contracts and reorganization of the vacation plan, as required.

 

The management of the Company and its subsidiaries finished the third quarter of 2020 confirming the expectation that the worst moment of the crisis is over. The emergency measures and speed in answer to the first effects of the crisis, as well as initiatives to support the supply chain, were effective to keep the activities of the subsidiaries in operation, ensuring the delivery of essential services to the population and preserving the health of employees.



16


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


Remains uncertain to what extent the quarterly information, after September 30, 2020, may still be affected by the commercial, operational and financial impacts of the pandemic, because it will depend on its duration and the impacts on economic activities, as well as government, business in response to the crisis. In this context, some financial risk assessments, projections and impairment tests, in connection with the preparation of this quarterly information, may be impacted by the pandemic, and may adversely affect the financial position of the Company and its subsidiaries.

 

Operational impacts

 

The restrictions on the movement of people and the operation of certain businesses significantly impacted economic activity in Brazil.

 

Ultragaz presented in the second quarter a reduction in the volume sold in the bulk segment, because to the lower demand from industries and small and medium-sized companies, that were directly impacted by the social isolation measures. However, this effect was compensated by the increase in sales in the bottled segment, due to the higher demand for LPG for residential use. In terms of costs and expenses, Ultragaz incurred additional freight expenses, due to the need to remove LPG on more distant supply bases, protection materials and temporary workers, in addition to numerous donations to hospitals focused in the pandemic and needy communities. There was no record of an increase in defaults in the period. In the third quarter, Ultragaz had a recovery in volume in the bulk segment, due the resumption of the industry, while sales in the bottled segment continued resilient, gradually returning to pre-pandemic levels.

 

Ultracargo recorded a lower movement of fuels in the second quarter, due to the retraction in demand, and a reduction in spot contracts. Addittionaly, approximately R$ 2 million was recorded in extra expenses with protective materials and donations. The performance of measures to increase productivity and recover tax credits contributed to the improvement in results in the second quarter. In the third quarter, Ultracargo showed an increase in product movement and m3 invoiced compared to the previous quarter.

 

At Oxiteno, the paint, automotive and oil & gas segments suffered a retraction in demand in the second quarter, an effect that was partially compensated by the higher sales volume in the Home & Personal Care and Crop Solutions segments. To minimize the effects of the pandemic, Oxiteno's management operated quickly in measures to limit costs and expenses, contributing to an improvement in results. In the third quarter, Oxiteno had a recovery in sales volume for the automotive fluids, paint and varnishes with maintenance of increasing volumes for the hygiene and beauty sector.

 

Ipiranga was the business most impacted by the crisis due to the measures of social distance. In April, volumes sold for the Otto cycle and diesel registered a reduction of 37% and 17%, respectively, compared to the same period of the last year. In May and June, volumes sold improved gradually compared to April. In addition, the strong volatility in the prices of oil and oil products since the end of March, combined with a abrupt fall in the price of ethanol in April, caused significant inventories losses in the quarter. To mitigate these effects, the company and their subsidiaries realized initiatives to contain cash and reduce expenses in several areas, which made it possible to reduce general, administrative and sales expenses by 32% in the annual comparison. The level of default recorded a slight increase and remained at acceptable levels for the period. In the third quarter, it is observed a gradual evolution in the volumes sold of fuels over the quarter and an improvement in the operating environment, which enabled a significant recovery of the results compared to the second quarter.


17


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


Extrafarma presented a reduction in revenues approximately of R$ 45 million in the second quarter, mainly due to the temporary closure of stores located in malls, and of the reduction of operation hours in stores that remained open. To oppose this effect, sales were implemented through alternative delivery channels and partnerships with delivery applications. In addition, the extension of Provisional Measure 936 by the government, involving the suspension of contracts and temporary reduction in wages, other internal productivity gain initiatives, contributed to the reduction of expenses in the amount of R$ 8 million, minimizing the impact on the quarter’s result. In the third quarter, Extrafarma reopened the stores located in malls, contributing to an increase in revenue and cost dilution.

 

Main risks and associated measures

 

Credit risk - the subsidiary Ipiranga implemented a help package for Ipiranga resellers, including anticipation of sales credits through the Abastece application, postponement of lease and financing payments and temporary suspension of volume performance clauses. These actions softened the impacts of the pandemic on your clients' financial condition and, consequently, mitigated its potential effects on Ipiranga's default rates. The effects of expected losses on doubtful accounts as of and the nine-month period ended September 30, 2020 are disclosed in Notes 5 and 33.d.

 

Risk of impairment and intangible assets of indefinite useful life - the Company reviewed the projections used in impairment tests and assets allocated to cash generation units, considering the current impacts of the pandemic. The review did not result in the need for additional recognition of a provision for losses as of September 30, 2020.

 

Risk of realization of deferred tax assets - the Company reviewed the constitution and realization of deferred tax credits, considering the current revised projections for each business segment due to the pandemic, and did not identify the need for write-offs for the period ended on September 30, 2020.

 

Risks in financial instruments - the increase in volatility in financial markets may impact financial results according to sensitivity analyzes presented in Note 33.

 

Liquidity risk - the impact on the volumes of operations and on the results of the Company and its subsidiaries may adversely affect the generation of operating cash. Thus, in order to strengthen the Company's liquidity and cash position, in view of the uncertainty generated by the pandemic, at the end of March and start April 2020, the Company and the subsidiary IPP contracted R$ 1.5 billion in new financing maturing in one year. Of this total, R$ 1.3 billion was obtained through the issuance of promissory notes with credit in April. In addition, as a measure of cash containment, the Company announced in April a reduction of approximately 30% in its investment plan for 2020 and in August, the management opted to not pay interim dividends for the current year. As stated in the Bylaws, the minimum mandatory dividends will be paid after the disclosure of the year's results.

 

In July 2020, the Company reopened bonds issued on the market maturing in 2029 and raised US$ 350 million with a coupon of 5.25% per year. The proceeds will be used to pay debts maturing in the short term, allowing the Company's debt profile to be lengthened, in addition to strengthening its cash position.


18


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The management of the Company and its subsidiaries maintained discipline in control of costs and expenses to preserve cash in all business and selectivity in the allocation of capital. As a result, the Company had a quarter of strong operating cash generation, with reduced leverage, reinforcing its commitment to financial strength and demonstrating the resilience of our portfolio.

2. Presentation of interim financial information and summary of significant accounting policies

 

The parent’s separate and consolidated interim financial information (“interim financial information”) were prepared in accordance with the International Accounting Standard (“IAS”) 34 – Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and in accordance with the pronouncement CPC 21 (R1) issued by the Accounting Pronouncements Committee (“CPC”) and approved by the Brazilian Securities and Exchange Commission (“CVM”).

 

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


The presentation currency of the Company’s 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 this interim financial information.

 

a. Recognition of revenue

 

Revenue of sales and services rendered is measured at the value of the consideration that the Company's subsidiaries expect to be entitled to, net of sales returns, discounts, amortization of contractual assets with customers and other deductions, if applicable, being recognized as the entity fulfills its performance obligation. At Ipiranga, the revenue from sales of fuels and lubricants is recognized when the products are delivered to gas stations and to large consumers. At Ultragaz, 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. At Extrafarma, the 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. At Oxiteno, the revenue from sales of chemical products is recognized when the products are delivered to industrial customers, depending of the freight mode of delivery. At Ultracargo, the revenue provided from storage services is recognized as services are performed. The breakdowns of revenues from sales and services are shown in Notes 26 and 32.

 

Amortization of contractual assets with customers for the exclusive rights in Ipirangas reseller service stations and the bonuses paid in performance obligation sales are recognized in the income statement as a deduction of the revenue from sale according to the conditions established in the agreements which is reviewed as per the changes occurred in the agreements (see Notes 2.f and 11).

 

The am/pm franchising upfront fee received by Ipiranga is deferred and recognized in profit or loss as the entity fulfills its performance obligation throughout the terms of the agreements with the franchisees. For more information, see Note 23.a.


19


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


Deferred revenue from loyalty program is recognized in the income statement when the points are redeemed, on which occasion the costs incurred are also recognized in profit or loss. Deferred revenue of unredeemed points is also recognized in profit or loss when points expire. For more information, see Note 23.b.

 

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 fulfillment costs.

 

Exchange variations and the results of derivative financial instruments are presented in the statement of profit and loss on financial expenses.

 

Research and development expenses are recognized in the statements of profit or loss in general and administrative expenses and amounted to R$ 44,829 for the nine-month period ended September 30, 2020 (R$ 44,793 for the nine-month period ended September 30, 2019). 

 

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. For further information on ‚cash and cash equivalents of the Company and its subsidiaries, see Note 4.a.

 

c. Financial assets  

 

The Company and its subsidiaries evaluated the classification and measurement of financial assets based on its business model of financial assets as follows:

 

  • Amortized cost: financial assets held in order to collect contractual cash flows, solely principal and interest. 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. Financial investments in guarantee of loans are classified as amortized cost.

 

  • Measured at fair value through other comprehensive income: financial assets that are acquired or originated for the purpose of collecting contractual cash flows or selling financial assets. 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 initial amount of financial investments plus the interest earned are recognized in equity in other comprehensive income in the “Valuation adjustments”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement. Substantially the financial investments in Bank Certificates of Deposit (CDB) and repurchase agreements are classified as measured at fair value through other comprehensive income.

 

  • Measured at fair value through profit or loss: financial assets that were not classified as amortized cost or measured at fair value through other comprehensive income. The balances are stated at fair value and both the interest earned and the exchange variations and changes in fair value are recognized in the income statement. Investment funds and derivatives are classified as measured at fair value through profit or loss.


20


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


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 statements of 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 the statements of profit or loss. The hedge accounting is 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 statements of profit or loss. 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 the statements of profit or loss. Gain or loss on the hedging instrument relating to the effective portion of this hedge that had been recognized directly in accumulated other comprehensive income is 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 is discontinued when (i) the hedging relationship is canceled; (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 equity in other comprehensive income are reclassified to the statements of 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 equity in other comprehensive income are recognized immediately in profit or loss.

 

  • 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 the statements of profit or loss. The gain or loss on the hedging instrument that has been recognized directly in accumulated other comprehensive income is recognized in the statements of profit or loss when the disposal of the foreign subsidiary occurs.

 

For further information on financial instruments, see Note 33.


21


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


d. Trade receivables and reseller financing

 

Trade receivables are recognized at the amount invoiced of the counterparty that the Company subsidiaries are entitled (see Notes 5 and 33.d.3). The expected losses take into account, (i) at the initial recognition of the contract, the expected losses for the next 12 months or (ii) the lifetime of the contract considering the deterioration or improvement of the customers’ credit quality  and its characteristics in each business segment. The amount of the expected credit losses is deemed by management to be sufficient to cover any probable loss on realization of trade receivables.

 

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 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. Contractual assets with customers – exclusive rights

 

Exclusive rights disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as contractual assets when paid and amortized according to the conditions established in the agreements (see Note 2.a and 11).

 

g. Investments

 

Investments in subsidiaries are accounted for under the equity method of accounting in the interim financial information of the parent’s separate company (see Notes 3.b and 12.a). 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 interim financial information (see Note 12 items b and c). 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.


22


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

h. Right to use assets and lease payable

 

The Company and its subsidiaries recognized in the financial position, a right to use assets and the respective lease liabilities initially measured at the present value of future lease payments, considering the related contract costs (see Note 13). The amortization expenses of right to use assets is recognized in statement of profit or loss over the lease contract term. The Company and its subsidiaries have no intention of purchasing the underlying asset. The liability is increased for interest and decreased by lease payments made. The interests are recognized in the statement of profit or loss using the effective interest rate method. The remeasurement of assets and liabilities based on the contractual index is recognized in the financial position, not having an effect in the result. In case of cancellation of the contract, the assets and respective liabilities are written off to the result, considering, if it is the case, any penalties provided in contractual clauses. The Company and its subsidiaries periodically review the existence of an indication that the rights to use assets may be impaired (see Note 2.u).

 

Right to use assets include amounts related to area port leases grants (see Note 34.c).

 

The Company and its subsidiaries apply the recognition’s exemptions to short-term leases of 12 months or less, and leases of low amount assets such. In these cases, the recognition of the lease expense in the statements of profit or loss is on a straight-line basis.

 

i. Property, plant, and equipment

 

Property, plant, and equipment (“PP&E”) is recognized at acquisition or construction cost, including financial charges incurred on PP&E under construction, as well as qualifying maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission, or to restore assets (see Notes 2.n and 21), less accumulated depreciation and, when applicable, less provision for losses (see Note 14).

 

Depreciation is calculated using the straight-line method, over the periods mentioned in Note 14, 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.

 

j. Intangible assets

 

Intangible assets include assets acquired by the Company and its subsidiaries from third parties, according to the criteria below:

 

  • Goodwill 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. Goodwill is tested annually for impairment. Goodwill is allocated to the business segments, which represent the lowest level that goodwill is monitored for impairment testing purposes (see Note 15.a).

 

  • 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 15, taking into account their useful lives, which are reviewed annually.


23


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


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 15 items a and e).

 

k. 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.

 

l. Financial liabilities

 

The financial liabilities include trade payables and other payables, loans, debentures, leases payable 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 - indemnification, 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 the statement of 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 in the statement of profit or loss taking into its term, using the effective interest rate method (see Note 16.h).

 

m. 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. For the calculation of current IRPJ, the value of tax incentives is also considered. 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 IRPJ and 9% for CSLL. For further information 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, IRPJ and CSLL, in the same taxable entity and the same tax authority.


24


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

n. Provision for asset retirement obligation – fuel tanks

 

The subsidiary Ipiranga has the legal obligation to remove the underground fuel tanks owned by Ipiranga-branded located at 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 PP&E and depreciated over the respective useful lives of the tanks. The amounts recognized as a liability accrue interest using the Amplified Consumer Price Index (“IPCA”) until the tank is removed (see Note 21). 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 statements of profit or loss when they become known.

 

o. 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 22).

 

p. 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 and reviewed by management, using the projected unit credit method (see Note 20.b). The actuarial gains and losses are recognized in equity in cumulative other comprehensive income in the “Valuation adjustments”.

 

q. Other liabilities

 

Other liabilities are stated at known or measurable amounts 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.

 

r. 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 interim financial information. The effect of the difference between those exchange rates is recognized in financial results until the conclusion of each transaction.

 

25


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

s. Basis for translation of interim financial information of foreign subsidiaries

 

s.1 Subsidiaries with administrative autonomy

 

Assets and liabilities of the foreign subsidiaries, denominated in currencies other than Brazilian Real, which have administrative autonomy, are translated using the exchange rate at the date of the interim financial information. Revenues and expenses are translated using the average exchange rate of each year and equity is translated at the historical exchange rate of each transaction affecting equity. Gains and losses resulting from changes in these foreign investments are directly recognized in 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 on September 30, 2020 was a gain of R$ 301,105 (gain of R$ 102,427 on December 31, 2019) - see Note 25.g.2.

 

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 S.A. de C.V.

Mexican Peso

Mexico

   Oxiteno USA LLC

U.S. Dollar

United States

Oxiteno Uruguay S.A. (i)

U.S. Dollar

Uruguay

 

(i) 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.

 

s.2 Subsidiaries without self-administrative autonomy

 

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 date of the interim financial information. Gains and losses resulting from changes in these foreign investments are directly recognized as financial result. The gain recognized in income for the nine-month period ended September 30, 2020 amounted to R$ 40,747 (gain of R$ 5,005 for the nine-month period ended September 30, 2019).

 

t. Use of estimates, assumptions and judgments

 

The preparation of the interim financial information requires the use of estimates, assumptions, and judgments for the accounting and disclosure of certain assets, liabilities, and profit or loss. Therefore, the Company and subsidiaries’ management use the best information available at the date of preparation of the interim financial information, as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and assumptions are reviewed periodically.

 

t.1 Judgments

 

Information on the judgments is included: in the determination of control in subsidiaries (Notes 2.g, 2.s.1, 3 and 12.a), the determination of joint control in joint venture (Notes 2.g, 12.a and 12.b) and the determination of significant influence in associates (Notes 2.g and 12.c).


26


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


t.2 Uncertainties related to the assumptions and estimates

 

The information regarding uncertainties related to the assumptions and estimates are included: in determining the fair value of financial instruments (Notes 2.c, 2.l, 4, 16 and 33), the determination of the expected losses on doubtful accounts (Notes 2.d, 5 and 33.d.3), the determination of provisions for losses of inventories (Notes 2.e and 6), the estimative of realization of deferred IRPJ and CSLL amounts (Notes 2.m and 9.a), the useful lives and discount rate of right to use assets (Notes 2.h and 13), the useful lives of PP&E (Notes 2.i and 14), the useful lives of intangible assets, and the determination of the recoverable amount of goodwill (Notes 2.j and 15.a), provisions for assets retirement obligations (Notes 2.n and 21), provisions for tax, civil, and labor risks (Notes 2.o and 22), estimates for the preparation of actuarial reports (Notes 2.p and 20.b) and the determination of fair value of subscription warrants – indemnification (Notes 24 and 33.j). The actual result of the transactions and information may differ from their estimates.

 

u. Impairment of assets

 

The Company and its subsidiaries review, in every reporting period, the existence of any indication that an asset may be impaired and annually test intangible assets with undefined useful life. If there is an indication of impairment, the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that are not evaluated individually are grouped in the smallest group of assets that generate cash inflow 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 to sell 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 projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. 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 are 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 for the nine-month period ended September 30, 2020 and 2019. On December 31, 2019, the Company recognized an impairment loss for the subsidiary Imifarma Produtos Farmacêuticos e Cosméticos S.A. (“Extrafarma”) (see Note 15.a).

 

27


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


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 acquire is measured 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 statement of profit or loss. Costs related to the acquisition are recorded in the statement of profit or loss when incurred.

 

w. Statements of value added

 

The statements of value added (“DVA”) are presented as an integral part of the interim financial information as applicable to publicly traded companies in Brazil and as supplemental information for the IFRS, which does not require the presentation of DVA.

 

x. Statements of cash flows indirect method  

 

The Company and its subsidiaries present the interest paid on loans, financing, debentures, and leases payable in financing activities and present financial investments on a net basis of income and redemptions in the investing activities.

 

y. Adoption of the pronouncements issued by CPC and IASB

 

There are not standards, amendments and interpretations to IFRS issued by the IASB, which are effective, that have not been adopted by the Company and could have impact in this interim financial information to September 30, 2020.

 

z. Authorization for issuance of the interim financial information

 

This interim financial information was authorized for issue by the Board of Directors on November 4, 2020.


28


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

3. Principles of consolidation and investments in subsidiaries


a. Principles of consolidation

 

In the preparation of the consolidated interim financial information the investments of one company in another, balances of asset and liability accounts, revenues transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated 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 statement of profit or loss and 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 statement of profit or loss and 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. 


29

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. Investments in subsidiaries

 

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

 

 

 

 

% interest in the share

 

 

 

 

09/30/2020

 

12/31/2019

 

 

 

 

Control

 

Control

 

Location

Segment

 

Direct

 

Indirect

 

Direct

 

Indirect

Ipiranga Produtos de Petróleo S.A.

Brazil

Ipiranga

 

100

 

-

 

100

 

-

am/pm Comestíveis Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

IcorbanCorrespondente Bancário Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading Limited

British 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

Iconic Lubrificantes S.A.

Brazil

Ipiranga

 

-

 

56

 

-

 

56

Integra Frotas Ltda.

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Companhia Ultragaz S.A.

Brazil

Ultragaz

 

-

 

99

 

-

 

99

Ultragaz Comercial Ltda.

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Nova Paraná Distribuidora de Gás Ltda. (1)

Brazil

Ultragaz

 

-

 

100

 

-

 

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

L.I.Z.S.P.E. Empreendimentos e Participações Ltda. (2)

Brazil

Others

 

-

 

99

 

-

 

-

Centro de Conveniências Millennium Ltda. and subsidiaries (3)

Brazil

Ipiranga

 

100

 

-

 

-

 

100

Oxiteno S.A. Indústria e Comércio

Brazil

Oxiteno

 

100

 

-

 

100

 

-

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

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 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

TEAS – Terminal Exportador de Álcool de Santos Ltda.

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Tequimar Vila do Conde Logística Portuária S.A.

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Ultrapar International S.A.

Luxembourg

Others

 

100

 

-

 

100

 

-

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

Brazil

Others

 

-

 

100

 

-

 

100

UVC - Fundo de investimento em participações multiestratégia investimento no exterior (4)

Brazil

Others

 

100

 

-

 

-

 

-

Eai Clube Automobilista S.A. (5)

Brazil

Abastece Aí

 

100

 

-

 

-

 

-

 

The percentages in the table above are rounded. 


(1) Non operating company in closing phase. 

(2) Subsidiary constituted in January 2020, the L.I.Z.S.P.E has as finality the consulting in valuation, business management, economic and financial advisory, among other. 

(3) In May 2020, there was a change in the participation of the capital of the Subsidiary Millennium becoming a direct subsidiary of the Company. 

(4) Fund constituted on January 2020, the UVC has as purpose to provide capital resources for disruptive technological initiatives that are related to the Company’s business lines. 

(5) Subsidiary created in July 2020 in the basis of the Abastece and Km de Vantagens programs to operate in the digital payments segment under the Abastece brand.

30


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


4. Cash and cash equivalents, financial investments and hedge derivative financial instruments


Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the Interbank Deposits Interest Rate (“DI”), in repurchase agreement, financial bills, and in short term investments funds, whose portfolio comprised of Brazilian Federal Government bonds and in certificates of deposit of financial institutions; (ii) outside Brazil, in certificates of deposit of 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 33.j, based on business model of financial assets of the Company and its subsidiaries.

 

Cash, cash equivalents and financial investments (consolidated) amounted to R$ 9,797,789 as of September 30, 2020 (R$ 5,712,097 as of December 31, 2019) are as follows:

 

a. Cash and cash equivalents

 

Cash and cash equivalents of the Company and its subsidiaries are presented as follows:

 

 

Parent

 

Consolidated

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Cash and bank deposits

 

 

 

 

 

 

 

In local currency

1,429

 

381

 

194,385

 

182,237

In foreign currency

-

 

-

 

112,399

 

102,755

Financial investments considered cash equivalents

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities

935,451

 

42,199

 

2,639,355

 

1,780,939

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities

-

 

-

 

50,194

 

49,448

Total cash and cash equivalents

936,880

 

42,580

 

2,996,333

 

2,115,379


31


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


b. Financial investments and currency and interest rate hedging instruments

 

The financial investments, which are not classified as cash and cash equivalents, are presented as follows:

 

 

Parent

 

Consolidated

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Financial investments

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Fixed-income securities and funds

109,888

 

95,829

 

3,073,361

 

2,610,686

In foreign currency

 

 

 

 

 

 

 

Fixed-income securities and funds

-

 

-

 

2,425,276

 

303,417

Currency and interest rate hedging instruments (a)

-

 

-

 

1,302,819

 

682,615

Total financial investments

109,888

 

95,829

 

6,801,456

 

3,596,718

Current

109,888

 

95,829

 

5,582,703

 

3,090,212

Non-current

-

 

-

 

1,218,753

 

506,506

 

(a) Accumulated gains, net of income tax (see Note 33.i).


5. Trade receivables and reseller financing (Consolidated)


a. Trade receivables

 

The composition of trade receivables is as follows:

 

 

 

09/30/2020

 

12/31/2019

Domestic customers

 

3,447,352

 

3,867,163

Domestic customers – related parties (see Note 8.a.2)

 

356

 

739

Foreign customers

 

349,841

 

226,484

(-) Expected losses on doubtful accounts

 

(406,994)

 

(404,886)

 

 

3,390,555

 

3,689,500

Current

 

3,303,691

 

3,635,834

Non-current

 

86,864

 

53,666


32


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The breakdown of trade receivables, gross of expected losses on 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

09/30/2020

3,797,549

 

2,916,452

130,293

29,572

41,111

56,397

623,724

12/31/2019

4,094,386

 

3,199,315

159,350

27,320

12,245

61,489

634,667

 

The breakdown of expected losses on 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

09/30/2020

406,994

 

28,540

1,561

1,869

1,982

12,921

360,121

12/31/2019

404,886

 

28,861

1,456

1,625

3,749

23,698

345,497

 

Movements in the allowance for expected losses on doubtful accounts are as follows:

 

Balance as of December 31, 2019

 

404,886

Additions

 

159,757

Reversals

 

(148,585)

Write-offs

 

(9,064)

Balance as of September 30, 2020

 

406,994

 

For further information about the allowance for expected losses on doubtful accounts, see Note 33.d.3.


33


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


b. Reseller financing

 

The composition of reseller financing is as follows:

 

 

 

09/30/2020

 

12/31/2019

Reseller financing – Ipiranga

 

1,115,098

 

956,942

(-) Expected losses on doubtful accounts

 

(188,911)

 

(156,006)

 

 

926,187

 

800,936

Current

 

497,853

 

436,188

Non-current

 

428,334

 

364,748

 

Reseller financing is provided at subsidized rate for renovation and upgrading of service stations, purchase of products, and development of the automotive fuels and lubricants distribution market. The terms of reseller financing range between 12 and 60 months, with an average term of 40 months. The minimum and maximum subsisted interest rates are 0% per month and 1% per month, respectively. These financing are remeasured at a market rate for working capital loans and the remeasurement adjustment between the market rate and the rate subsidized is recognized as a reduction to the reseller’s revenue at the beginning of the contract. Throughout the contract, the interest appropriated by the market rate is recognized to the financial result.

 

The breakdown of reseller financing, gross of expected losses on 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

09/30/2020

1,115,098

 

764,660

9,243

13,809

9,848

27,465

290,073

12/31/2019

956,942

 

644,488

26,262

10,481

12,616

30,144

232,951

 

The breakdown of expected losses on 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

09/30/2020

188,911

 

30,078

812

1,406

1,046

13,826

141,743

12/31/2019

156,006

 

21,337

2,519

1,063

1,313

14,639

115,135


34


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


Movements in the allowance for expected losses on doubtful accounts are as follows:

 

Balance as of December 31, 2019

 

156,006

Additions

 

58,323

Reversals

 

(23,733)

Write-offs

 

(1,685)

Balance as of September 30, 2020

 

188,911

 

For further information about the allowance for expected losses on doubtful accounts, see Note 33.d.3.


6. Inventories (Consolidated)

 

 The composition of inventories is as follows:

 

 

09/30/2020

 

12/31/2019

 

Cost

 

Provision  for losses

 

Net

balance

 

Cost

 

Provision

for losses

 

Net

balance

Fuels, lubricants and greases

1,612,005

 

(2,283)

 

1,609,722

 

1,843,257

 

(2,073)

 

1,841,184

Finished goods

560,415

 

(22,195)

 

538,220

 

541,689

 

(22,048)

 

519,641

Work in process

927

 

-

 

927

 

1,971

 

-

 

1,971

Raw materials

508,942

 

(3,436)

 

505,506

 

365,960

 

(2,552)

 

363,408

Liquefied petroleum gas (LPG)

92,544

 

(5,761)

 

86,783

 

101,715

 

(5,761)

 

95,954

Consumable materials and other items for resale

136,725

 

(2,516)

 

134,209

 

140,058

 

(2,587)

 

137,471

Pharmaceutical, hygiene, and beauty products

469,971

 

(3,133)

 

466,838

 

549,191

 

(2,877)

 

546,314

Purchase for future delivery (1)

170,363

 

(464)

 

169,899

 

183,170

 

(2,719)

 

180,451

Properties for resale

27,610

 

(107)

 

27,503

 

29,273

 

(107)

 

29,166

 

3,579,502

 

(39,895)

 

3,539,607

 

3,756,284

 

(40,724)

 

3,715,560

 

(1) Refers substantially to ethanol, biodiesel and advance of fuels.

 

Movements in the provision for losses are as follows:

 

Balance as of December 31, 2019

40,724

Reversals to net realizable value adjustment

(540)

Reversals of obsolescence and other losses

(289)

Balance as of September 30, 2020

39,895

 

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

 

 

09/30/2020

 

12/31/2019

Net realizable value adjustment

14,703

 

15,243

Obsolescence and other losses

25,192

 

25,481

Total

39,895

 

40,724


35


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

7. Taxes to recover

 

a. Recoverable taxes (Consolidated)

 

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

 

 

09/30/2020

 

12/31/2019

ICMS (a.1)

1,108,425

 

914,066

Provision for ICMS losses (a.1)

(50,372)

 

(41,396)

PIS and COFINS (a.2)

1,056,154

 

930,570

Value-added tax (IVA) of foreign subsidiaries

37,396

 

29,707

Others

60,585

 

56,748

Total

2,212,188

 

1,889,695

Current

890,852

 

1,122,335

Non-current

1,321,336

 

767,360

 

a.1 The recoverable ICMS is substantially related to the following subsidiaries and operations:


(i) The subsidiary Oxiteno S.A. accumulates credits once predominantly carries out export operations, interstate outflow or deferred ICMS of products purchased within the State of Bahia; 
(ii) The subsidiaries Ipiranga Produtos de Petróleo S.A. (“IPP”) and Cia Ultragaz S.A. (“Cia Ultragaz”) have credits arising from interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)), and credits arising from the difference between transactions of inflows and outflows of products subject to ICMS taxation; 
(iii) The subsidiary Extrafarma has ICMS credits and ICMS-ST (tax substitution) advances on the inflow and outflow of operations carried out by its distribution centers, mostly in the North and Northeast.

 

The amounts of recoverable ICMS credits are classified as current assets and consumed by the operations itself, being a revolving credit, which means that the credits are monthly offset with the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets within up to 10 years.


36


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


The estimated recovery of ICMS credits assets is stated as follows:

 

Up to 1 year

346,990

From 1 to 2 years

364,216

From 2 to 3 years

196,479

From 3 to 5 years

86,154

From 5 to 7 years

30,070

From 7 to 10 years

34,144

Total of recoverable ICMS

1,058,053

 

The provision for ICMS losses relates to tax credits of the subsidiaries whose amounts are not included within the term determined by its policy.

 

a.2 Refers, mainly, to the PIS and COFINS credits recorded under Laws 10,637/2002 and 10,833/2003, whose consumption will occur through the offset of debts administered by the Brazilian Federal Revenue Service (“RFB”) in an estimated term of 2 years by management. The subsidiaries Extrafarma, Tequimar, Tropical and Oxiteno S.A. have credits resulting from a definitive favorable decision on the exclusion of ICMS from the calculation basis of PIS and COFINS. For these cases, management estimates the realization of these credits within up to 5 years. (see Note 22.d.1).

 

b. Recoverable income tax and social contribution taxes

 

Represented by recoverable IRPJ and CSLL.

 

 

Parent

 

Consolidated

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

IRPJ and CSLL

91,004

 

89,197

 

505,449

 

430,290

Current

51,557

 

49,750

 

253,700

 

325,343

Non-current

39,447

 

39,447

 

251,749

 

104,947

 

Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries arising from the tax advances of previous periods, with management estimating the realization of these credits within up to 5 years.

 

37

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


8. Related parties

 

a. Related parties

 

The balances and transactions between the Company and its related parties are disclosed below:

 

a.1 Parent

 

 

Assets

 

Liabilities

 

Financial

income (1)

 

Debentures (1)

 

Account payable

 

 

Ipiranga Produtos de Petróleo S.A.

750,000

 

 

19,742

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

 

5,199

 

Total as of September 30, 2020

750,000

 

5,199

 

19,742

 

 

Assets

 

Liabilities

 

Financial

income (1)

 

Debentures (1)

 

Account payable

 

 

Ipiranga Produtos de Petróleo S.A.

759,123

 

 

40,151

Imifarma Produtos Farmacêuticos e Cosméticos S.A.

 

4,220

 

Total as of December 31, 2019

759,123

 

4,220

 

 

Total as of September 30, 2019

 

 

 

 

40,151

 

(1) In March 2016, the subsidiary IPP made ​​its second 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 DI.

  

a.2 Consolidated

 

Balances and transactions between the Company and its subsidiaries and between 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

 

Assets

 

Liabilities

Química da Bahia Indústria e Comércio S.A.

-

 

2,875

Others

490

 

978

Total as of September 30, 2020

490

 

3,853


38


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


 

Loans

 

Assets

 

Liabilities

Química da Bahia Indústria e Comércio S.A.

-

 

2,875

Others

490

 

1,050

Total as of December 31, 2019

490

 

3,925

 

Loans agreements have indeterminate terms and do not contain interest clauses.

 

 

Commercial transactions

 

Receivables
(1)

 

Payables
(1)

 

Other payables (1)

 

Sales and services

 

Purchases

 

Expenses

Oxicap Indústria de Gases Ltda.

 

3,217

 

 

45

 

14,246

 

Refinaria de Petróleo Riograndense S.A.

 

62,943

 

 

 

227,455

 

ConectCar Soluções de Mobilidade Eletrônica S.A.

356

 

104

 

250

 

2,283

 

118

 

LA’7 Participações e Empreend. Imob. Ltda. (a)

 

 

 

 

 

1,206

Total as of September 30, 2020

356

 

66,264

 

250

 

2,328

 

241,819

 

1,206

 

 

Commercial transactions

 

Receivables
(1)

 

Payables
(1)

 

Sales and
services

 

Purchases

 

Expenses

Oxicap Indústria de Gases Ltda.

 

1,545

 

2

 

14,240

 

Refinaria de Petróleo Riograndense S.A.

 

264,602

 

 

733,806

 

ConectCar Soluções de Mobilidade Eletrônica S.A.

739

 

113

 

3,657

 

109

 

LA’7 Participações e Empreend. Imob. Ltda. (a)

 

124

 

 

 

1,106

Total as of December 31, 2019

739

 

266,384

 

 

 

 

 

 

Total as of September 30, 2019

 

 

 

 

3,659

 

748,155

 

1,106

 

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

 

(a) Refers to rental contracts of 15 drugstores owned by LA’7 as of September 30, 2020 and December 31, 2019, a company owned by Extrafarma’s former shareholders and current shareholders of Ultrapar.


39


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate 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. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, which is why no an estimated loss or collateral is provided. Collateral provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 16.j.

 

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. Further details about the Deferred Stock Plan are contained in Note 8.c and about post-employment benefits in Note 20.b.

 

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

 

 

09/30/2020

 

09/30/2019

Short-term compensation

34,470

 

36,944

Stock compensation

1,714

 

7,313

Post-employment benefits

2,029

 

1,934

Total

38,213

 

46,191

 

c. Deferred stock plan (Consolidated)

 

Since 2003, Ultrapar has adopted a stock plan in which the executive has the usufruct of shares held in treasury until the transfer of the full 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 volume of shares and the executives eligible are determined by the Board of Directors, and there is no mandatory annual grant. The total number of shares to be used in the plan is subject to the number of shares in treasury. The members of the Ultrapar’s Board of Directors do not eligible for the stock plan. The fair value of the awards was determined on the grant date based on the market value of the shares on the B3, the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five to seven years from the grant date.


40


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


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 4, 2016

380,000

2021 to 2023

32.72

17,147

 

(13,348)

 

3,799

December 10, 2014

533,324

2020 to 2021

25.32

27,939

 

(26,128)

 

1,811

March 5, 2014

55,600

2021

26.08

5,999

 

(5,880)

 

119

 

968,924

 

 

51,085

 

(45,356)

 

5,729

 

For the nine-month period ended September 30, 2020, the amortization in the amount of R$ 963 (R$ 7,955 for the nine-month period ended September 30, 2019) was recognized as a general and administrative expense.

 

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

 

Balance on December 31, 2019

 

1,224,524

Cancellation of granted shares due to termination of executive employment

 

(200,000)

Shares vested and transferred

 

(55,600)

Balance on September 30, 2020

 

968,924

 

In addition, on April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) of approved a new incentive plan based on shares (Plan), which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, in periods of three to six years, to directors or employees of the Company or its subsidiaries.

 

As a result of the Plan, common shares representing at most 1% of the Company's share capital may be delivered to the participants, which corresponds, at the date of approval of this Plan, to 11,128,102 common shares.


41


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


The table below summarizes the restricted and performance stock programs:

 

Program

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

Restricted

October 1, 2017

240,000

2023

38.19

12,642

 

(6,321)

 

6,321

Restricted and performance

November 8, 2017

33,638

2020 to 2022

38.19

2,723

 

(1,751)

 

972

Restricted and performance

April 4, 2018

126,360

2021 to 2023

34.35

8,451

 

(5,132)

 

3,319

Restricted

September 19, 2018

80,000

2024

19.58

3,691

 

(1,350)

 

2,341

Restricted

September 24, 2018

80,000

2024

18.40

2,030

 

(677)

 

1,353

Restricted and performance

April 3, 2019

494,202

2022 to 2024

23.25

20,900

 

(8,330)

 

12,570

Restricted

September 2, 2019

440,000

2025

16.42

9,965

 

(1,800)

 

8,165

Restricted and performance

April 1, 2020

790,455

2023 to 2025

12.53

18,653

 

(2,428)

 

16,225

Restricted

September 16, 2020

700,000

2026

23.03

22,236

 

(309)

 

21,927

 

 

2,984,655

 

 

101,291

 

(28,098)

 

73,193

 

For the nine-month period ended September 30, 2020, a general and administrative expense in the amount of R$ 8,362 was recognized in relation to the Plan (R$ 9,048 for the nine-month period ended September 30, 2019).

 

Balance on December 31, 2019

 

1,738,660

Shares granted on April 1, 2020

 

877,788

Shares granted on September 16, 2020

 

700,000

Cancellation of granted shares due to termination of executive employment

 

(278,801)

Cancellation of performance shares

 

(52,992)

Balance on September 30, 2020

 

2,984,655

 

42


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


9. Income and social contribution taxes 


a. Deferred income (IRPJ) and social contribution taxes (CSLL)

 

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, negative tax bases, temporary additions, 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

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Assets - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for impairment of assets

-

 

-

 

51,900

 

72,377

Provisions for tax, civil, and labor risks

172

 

-

 

138,115

 

150,085

Provision for post-employment benefits

1,398

 

-

 

88,893

 

92,199

Provision for differences between cash and accrual basis (i)

-

 

-

 

711,208

 

224,065

Goodwill

-

 

-

 

6,039

 

8,161

Business combination – tax basis vs. accounting basis of goodwill

-

 

-

 

75,707

 

75,745

Provision for asset retirement obligation

-

 

-

 

15,355

 

14,762

Provision for suppliers

928

 

439

 

65,503

 

35,214

Provision for profit sharing and bonus

5,284

 

-

 

46,623

 

44,818

Leases payable

884

 

-

 

37,174

 

19,003

Change in fair value of subscription warrants

13,699

 

16,338

 

13,699

 

16,338

Other provisions

94

 

204

 

42,085

 

45,316

Tax losses and negative basis for social contribution carryforwards (9.d)

32,063

 

24,632

 

405,440

 

278,140

Total

54,522

 

41,613

 

1,697,741

 

1,076,223

Offset the liability balance of deferred IRPJ and CSLL

(3,956)

 

-

 

(629,497)

 

(422,529)

Net balance of deferred taxes assets

50,566

 

41,613

 

1,068,244

 

653,694

 

 

 

 

 

 

 

 

Liabilities - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Revaluation of PP&E

-

 

-

 

1,799

 

1,866

Leases payable

-

 

-

 

2,034

 

2,356

Provision for differences between cash and accrual basis (i)

877

 

-

 

461,229

 

257,718

Provision for goodwill

-

 

-

 

78,978

 

39,186

Business combination – fair value of assets

-

 

-

 

112,284

 

114,125

Temporary differences in foreign subsidiary

3,079

 

-

 

9,371

 

-

Other provisions

-

 

-

 

15,979

 

14,809

Total

3,956

 

-

 

681,674

 

430,060

Offset the asset balance of deferred IRPJ and CSLL

(3,956)

 

-

 

(629,497)

 

(422,529)

Net balance of deferred taxes liabilities

-

 

-

 

52,177

 

7,531

 

(i) Refers mainly to the income tax on the exchange variation of the derivate hedging instruments.


43


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate 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:

 

 

Parent

 

Consolidated

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Initial balance

41,613

 

14,034

 

646,163

 

504,890

Deferred IRPJ and CSLL recognized in income of the period

8,953

 

3,109

 

46,804

 

(90,500)

Deferred IRPJ and CSLL recognized in other comprehensive income

-

 

-

 

305,204

 

64,310

Others

-

 

-

 

17,896

 

3,248

Final balance

50,566

 

17,143

 

1,016,067

 

481,948

 

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

 

 

Parent

 

Consolidated

Up to 1 year

19,154

 

254,651

From 1 to 2 years

12,070

 

81,529

From 2 to 3 years

2,869

 

141,760

From 3 to 5 years

5,710

 

156,334

From 5 to 7 years

8,572

 

660,802

From 7 to 10 years

6,147

 

402,665

Total of deferred tax assets relating to IRPJ and CSLL

54,522

 

1,697,741

 

In order to evaluate the realization of deferred tax assets, the taxable income projections from business plans of each segment of the Company, which indicates trends and perspectives, demand effects, competition and other economic factors that represent the management’s best estimate about the economic conditions existing during the period of realization of the deferred tax asset were taken into account.


44


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate 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

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

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

(45,385)

 

9,800

 

883,388

 

1,086,096

Statutory tax rates – %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

15,431

 

(3,332)

 

(300,352)

 

(369,273)

Adjustments to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses (i)

(6,657)

 

(594)

 

(25,991)

 

(41,228)

Nontaxable revenues (ii)

-

 

7,098

 

22,398

 

24,568

Adjustment to estimated income (iii)

-

 

-

 

6,908

 

8,245

Unrecorded deferred income and social contribution taxes carryforwards deferred (iv)

-

 

-

 

(119,686)

 

(64,769)

Other adjustments

9

 

(63)

 

3,415

 

14,374

Income and social contribution taxes before tax incentives

8,783

 

3,109

 

(413,308)

 

(428,083)

Tax incentives - SUDENE

-

 

-

 

56,630

 

30,891

Income and social contribution taxes in the income statement

8,783

 

3,109

 

(356,678)

 

(397,192)

 

 

 

 

 

 

 

 

Current

(170)

 

-

 

(403,482)

 

(306,692)

Deferred

8,953

 

3,109

 

46,804

 

(90,500)

Effective IRPJ and CSLL rates – %

19.4

 

(31.7)

 

40.4

 

36.6

 

(i) 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) 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.
(iv) See Note 9.d.


45


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate 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”), as shown below:

 

Subsidiary

Units

Incentive - %

Expiration

Bahiana Distribuidora de Gás Ltda.

Mataripe base

75

2024

 

Caucaia base

75

2025

 

Juazeiro base

75

2026

 

Aracaju base

75

2027

 

Suape base

75

2027

 

 

 

 

Terminal Químico de Aratu S.A. – Tequimar

Suape terminal

75

2020

 

Aratu terminal

75

2022

 

Itaqui terminal

75

2025

 

 

 

 

Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.

Camaçari plant

75

2021

 

 

 

 

Oxiteno S.A. Indústria e Comércio (1)

Camaçari plant

75

2026

 

 

 

 

Empresa Carioca de Produtos Químicos S.A.

Camaçari plant

75

2026

 

(1) The request to transfer the right to reduce the IRPJ to Oxiteno S.A. was submitted to SUDENE and waits decision.

  

d. Income and social contribution taxes carryforwards

 

In September 30, 2020, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) of R$ 1,823,039 (R$ 1,268,964 as of December 31, 2019) and negative basis of CSLL of R$ 1,824,789 (R$ 1,270,714 as of December 31, 2019), whose compensations are limited to 30% of taxable income in a given tax year, which do not expire.


46


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


The balances which are constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution base are as follows:

 

 

09/30/2020

 

12/31/2019

Oxiteno S.A.

223,061

 

148,306

Extrafarma

72,318

 

72,318

Ipiranga

65,388

 

-

Ultrapar

33,591

 

27,051

Iconic

9,020

 

17,657

Abastece

1,601

 

-

Tequimar Vila do Conde

327

 

-

Ultracargo

108

 

-

LIZSPE

26

 

-

Cia Ultragaz

-

 

12,808

 

405,440

 

278,140

 

The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution base are as follows:

 

 

09/30/2020

 

12/31/2019

Extrafarma

304,604

 

237,664

Millennium

455

 

96

Integra Frotas

6,965

 

4,636

 

312,024

 

242,396

 

In addition, certain foreign subsidiaries have tax loss carryforwards, as shown below, subject to local compensation rules.

 

 

09/30/2020

 

12/31/2019

 

US$

(thousands)

 

US$

(thousands)

Oxiteno USA

210,882

 

184,781

Oxiteno Uruguai

8,057

 

7,444

Ultrapar International

8,487

 

10,420

 

227,426

 

202,645


47


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


10. Prepaid expenses

 

 

Parent

 

Consolidated

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Rents

-

 

-

 

37,901

 

37,106

Advertising and publicity

-

 

-

 

28,500

 

24,857

Deferred stock plan, net (see Note 8.c)

2,844

 

-

 

9,871

 

15,965

Insurance premiums

2,235

 

327

 

46,165

 

61,884

Software maintenance

3,216

 

-

 

21,495

 

23,216

Employee benefits

538

 

-

 

9,376

 

3,425

IPVA and IPTU

34

 

-

 

5,288

 

937

Contribution - private pension fund (see Note 20.a)

-

 

-

 

40,649

 

-

Other prepaid expenses

-

 

-

 

16,931

 

13,181

 

8,867

 

327

 

216,176

 

180,571

 

 

 

 

 

 

 

 

Current

4,450

 

72

 

136,357

 

111,355

Non-current

4,417

 

255

 

79,819

 

69,216


11. Contractual assets with customers – exclusive rights (Consolidated)

 

Refers to exclusive rights disbursements of Ipiranga’s agreements with reseller service stations and major consumers that are recognized at the time of their occurrence and recognized as a reduction of the revenue from sales and services in the statement of profit or loss according to the conditions established in the agreement (amortization in weighted average term of five years), being reviewed as changes occur under the terms of the agreements.

 

Balance and changes are shown below:

 

Balance as of December 31, 2019

 

1,465,989

Additions

 

436,725

Amortization

 

(224,441)

Transfer

 

(13,695)

Balance as of September 30, 2020

 

1,664,578

 

 

 

Current

 

481,130

Non-current

 

1,183,448

 

 

 

Balance as of December 31, 2018

 

1,518,477

Additions

 

231,737

Amortization

 

(273,383)

Transfer

 

(17,717)

Balance as of September 30, 2019

 

1,459,114

 

 

 

Current

 

481,498

Non-current

 

977,616


48


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 12. Investments

 

a. Subsidiaries and joint venture (Parent)

 

The table below presents the full amounts of statements of financial position and statements of profit or loss of subsidiaries and joint venture:

 

 

09/30/2020

 

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.

 

UVC

Centro de Conveniências Millennium Ltda.

Eaí Clube Automobilista 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

 

150

15,194,789

100

 

5,078,888

Assets

1,393,573

8,343,242

19,475,325

7,953,709

 

1,893

7,691

84,167

 

402,176

Liabilities

3,383

6,880,683

12,279,914

8,000,799

 

26

1,257

8,238

 

404,839

Equity

1,390,190

1,462,559(*)

7,195,411(*)

(47,090)

 

1,867

6,434

75,929

 

(2,663)

Net revenue from sales and services

-

2,864,775

46,022,827

-

 

-

5,511

3,893

 

1,081,968

Net income (loss)

127,883

38,691(*)

384,804(*)

(19,590)

 

(2,413)

(1,055)

(4,065)

 

(61,129)

% of capital held

100

100

100

100

 

100

100

100

 

33


49


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


 

12/31/2019

 

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

1,264,707

6,475,473

18,052,890

4,192,235

 

562,445

Liabilities

2,710

4,672,264

11,032,143

4,219,735

 

505,851

Equity

1,261,997

1,803,209(*)

7,020,747(*)

(27,500)

 

56,594

% of capital held

100

100

100

100

 

33

 

 

09/30/2019

 

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

-

1,059,174

53,795,806

-

 

1,530,851

Net income (loss)

13,770

120,744(*)

532,042(*)

(36,711)

 

(8,274)

% 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 32.


50

 

Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

 

Subsidiaries

 

Joint venture

 

 

 

 

Ultracargo Operações Logísticas e Participações Ltda.

 

Oxiteno S.A. Indústria e Comércio 

 

Ipiranga Produtos de Petróleo S.A.

 

UVC

 

Centro de Conveniências Millennium Ltda.

 

Eaí Clube 

Automobilista 

S.A.

 

Total

 

Refinaria de Petróleo Riograndense S.A.

 

Total

Balance as of December 31, 2019

 

1,261,997

 

1,803,209

 

7,020,747

 

-

 

-

 

-

 

10,085,953

 

18,792

 

10,104,745

Share of profit (loss) of subsidiaries and joint venture

 

127,883

 

38,691

 

384,804

 

(2,413)

 

(1,055)

 

(4,065)

 

543,845

 

(20,297)

 

523,548

Dividends

 

-

 

(86,954)

 

(209,249)

 

-

 

-

 

-

 

(296,203)

 

(165)

 

(296,368)

Tax liabilities on equity - method revaluation reserve

 

-

 

-

 

(6)

 

-

 

-

 

-

 

(6)

 

-

 

(6)

Equity instrument granted

 

303

 

484

 

816

 

-

 

-

 

-

 

1,603

 

-

 

1,603

Valuation adjustment of subsidiaries (i)

 

42

 

(491,549)

 

(31)

 

-

 

-

 

(6)

 

(491,544)

 

786

 

(490,758)

Translation adjustments of foreign-based subsidiaries

 

-

 

198,678

 

-

 

-

 

-

 

-

 

198,678

 

-

 

198,678

Capital increase in cash

 

-

 

-

 

-

 

4,280

 

6,300

 

80,000

 

90,580

 

-

 

90,580

Loss due to the payments fixed dividends to preferred shares

 

(35)

 

-

 

(481)

 

-

 

-

 

-

 

(516)

 

-

 

(516)

Shareholder transaction - changes of investiments

 

-

 

-

 

(1,189)

 

-

 

1,189

 

-

 

-

 

-

 

-

Transfer to provision for short-term liabilities
-
-
-
-
-

-
-

884
884

Balance as of September 30, 2020

 

1,390,190

 

1,462,559

 

7,195,411

 

1,867

 

6,434

 

75,929

 

10,132,390

 

-

 

10,132,390

 

(i) Refers, substantially to losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges, see Note 33.h.2.

 

51


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated) 


 

 

Provision for short-term liabilities

 

 

 

 

Investiments in subsidiaries

 

Joint venture

 

 

 

 

Ultrapar International S.A.

 

Refinaria de Petróleo Riograndense S.A.

 

Total

Balance as of December 31, 2019

 

(27,497)

 

-

 

(27,497)

Share of profit (loss) of subsidiaries and joint venture

 

(19,588)

 

-

 

(19,588)

Transfer to provision for short-term liabilities

 

-

 

(884)

 

(884)

Balance as of September 30, 2020

 

(47,085)

 

(884)

 

(47,969)



 

 

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. (i)

 

Total

 

Refinaria de Petróleo Riograndense S.A.

 

Total

Balance as of December 31, 2018

 

1,277,423

 

2,806,655

 

5,415,812

 

9,590

 

9,509,480

 

20,118

 

9,529,598

Share of profit (loss) of subsidiaries and joint venture

 

13,770

 

120,744

 

532,094

 

(36,708)

 

629,900

 

(2,747)

 

627,153

Dividends

 

(50,015)

 

(1,011,490)

 

(198,000)

 

-  

 

(1,259,505)

 

(1,221)

 

(1,260,726)

Tax liabilities on equity - method revaluation reserve

 

-  

 

-  

 

(27)

 

-  

 

(27)

 

-  

 

(27)

Equity instrument granted

 

178

 

486

 

4,723

 

-  

 

5,387

 

-  

 

5,387

Valuation adjustment of subsidiaries

 

25

 

(103,587)

 

738

 

-  

 

(102,824)

 

83

 

(102,741)

Translation adjustments of foreign-based subsidiaries

 

-  

 

23,328

 

-  

 

-  

 

23,328

 

-  

 

23,328

Capital increase in cash

 

-  

 

-  

 

1,450,000

 

3,964

 

1,453,964

 

-  

 

1,453,964

Redemption of non-controlling shares of Oxiteno Nordeste

 

402

 

(856)

 

-  

 

-  

 

(454)

 

-  

 

(454)

Balance as of September 30, 2019

 

1,241,783

 

1,835,280

 

7,205,340

 

(23,154)

 

10,259,249

 

16,233

 

10,275,482


(i) Negative balance corresponds to the provision for short-term liabilities.


52


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate 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, which is primarily engaged in automatic payment of tolls and parking in the States of Bahia, Ceará, Espírito Santo, Goiás, Mato Grosso, Mato Grosso do Sul, Minas Gerais, Paraná, Pernambuco, Rio de Janeiro, Rio Grande do Sul, Santa Catarina, São Paulo and Distrito Federal.

 

On September 23, 2019, for the port concession BEL02A at the port of Miramar, Latitude Logística Portuária S.A. (“Latitude”) was incorporated. On August 5, 2019, Navegantes Logística Portuária S.A. (“Navegantes”) was incorporated for the port of Vitória. On August 19, 2019, in the city of Cabedelo, Nordeste Logística I S.A. ("Nordeste Logística I"), Nordeste Logística II S.A. ("Nordeste Logística II") and Nordeste Logística III S.A. ("Nordeste Logística III”) were incorporated (see Note 34.c).

 

These investments are accounted for under the equity method of accounting based on their interim financial information as of September 30, 2020.


53


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

Balances and changes in joint ventures are as follows:

 

 

União Vopak

 

RPR

 

ConectCar

 

Latitude Logística

 

Navegantes Logística

 

Nordeste Logística I

 

Nordeste Logística II

 

Nordeste Logística III

 

Total

Balance as of December 31, 2019

7,342

 

18,792

 

82,818

 

10,351

 

23,581

 

1,930

 

4,183

 

4,079

 

153,076

Capital increase

-

 

-

 

20,000

 

-

 

-

 

303

 

-

 

-

 

20,303

Capital decrease (i)

-

 

-

 

-

 

-

 

(363)

 

-

 

-

 

-

 

(363)

Valuation adjustments

-

 

786

 

-

 

-

 

-

 

-

 

-

 

-

 

786

Dividends

-

 

(165)

 

-

 

-

 

-

 

-

 

-

 

-

 

(165)

Share of profit (loss) of joint ventures

574

 

(20,297)

 

(12,187)

 

-

 

-

 

-

 

-

 

-

 

(31,910)

Transfer to provision for short-term liabilities -
884
-
-
-
-
-

-
884

Balance as of September 30, 2020

7,916

 

-

 

90,631

 

10,351

 

23,218

 

2,233

 

4,183

 

4,079

 

142,611

 

(i) Refers to reimbursement of expenses that preceded the port auctions and that were apportioned among the other members of the consortium.

 

 

Provision for short-term liabilities

 

RPR

Balance as of December 31, 2019

-

Transfer to provision for short-term liabilities 

(884)

Balance as of September 30, 2020

(884)

 

  


54


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)  

 

 

União Vopak

 

RPR

 

ConectCar

 

Latitude Logística

 

Total

Balance as of December 31, 2018

7,446

 

20,118

 

74,390

 

-

 

101,954

Capital increase

-

 

-

 

17,500

 

5,439

 

22,939

Valuation adjustments

-

 

83

 

-

 

-

 

83

Dividends

(1,473)

 

(1,221)

 

-

 

-

 

(2,694)

Share of profit (loss) of joint ventures

1,728

 

(2,747)

 

(19,200)

 

-

 

(20,219)

Balance as of September 30, 2019

7,701

 

16,233

 

72,690

 

5,439

 

102,063


The table below presents the statements of financial position and statements of profit or loss of joint ventures: 

 

 

09/30/2020

 

União Vopak

 

RPR

 

ConectCar

Current assets

8,910

 

262,608

 

157,500

Non-current assets

9,080

 

139,568

 

169,324

Current liabilities

2,022

 

335,565

 

145,323

Non-current liabilities

136

 

69,274

 

239

Equity

15,832

 

(2,663)

 

181,262

Net revenue from sales and services

12,318

 

1,081,968

 

68,665

Costs, operating expenses and income

(10,704)

 

(1,153,200)

 

(93,568)

Net financial income and income and social contribution taxes

(466)

 

10,103

 

530

Net income (loss)

1,148

 

(61,129)

 

(24,373)

 

 

 

 

 

 

Number of shares or units held

29,995

 

5,078,888

 

248,768,000

% of capital held

50

 

33

 

50

 

 

12/31/2019

 

União Vopak

 

RPR

 

ConectCar

Current assets

6,818

 

428,880

 

159,972

Non-current assets

9,182

 

133,565

 

161,817

Current liabilities

1,116

 

418,289

 

155,542

Non-current liabilities

200

 

87,562

 

612

Equity

14,684

 

56,594

 

165,635

 

 

 

 

 

 

Number of shares or units held

29,995

 

5,078,888

 

228,768,000

% of capital held

50

 

33

 

50

 

 

09/30/2019

 

União Vopak

 

RPR

 

ConectCar

Net revenue from sales and services

12,602

 

1,530,851

 

57,320

Costs, operating expenses and income

(8,338)

 

(1,544,816)

 

(98,185)

Net financial income and income and social contribution taxes

(808)

 

5,691

 

2,466

Net income (loss)

3,456

 

(8,274)

 

(38,399)

 

 

 

 

 

 

Number of shares or units held

29,995

 

5,078,888

 

228,768,000

% of capital held

50

 

33

 

50

 

The percentages in the table above are rounded.

 

55



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate 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. 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. The subsidiary Oxiteno S.A. 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 Cia. Ultragaz 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.

 

These investments are accounted for under the equity method of accounting based on the interim financial information as of September 30, 2020.

 

Balances and changes in associates are as follows:

 

 

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, 2019

5,661

 

15,934

 

3,554

 

138

 

463

 

25,750

Dividends

(1,357)

 

-

 

-

 

-

 

-

 

(1,357)

Share of profit (loss) of associates

848

 

607

 

(12)

 

(67)

 

19

 

1,395

Balance as of September 30, 2020

5,152

 

16,541

 

3,542

 

71

 

482

 

25,788


56


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


 

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, 2018

4,689

 

15,366

 

3,590

 

228

 

465

 

24,338

Dividends

(381)

 

-

 

-

 

-

 

(87)

 

(468)

Share of profit (loss) of associates

1,323

 

632

 

(35)

 

(65)

 

69

 

1,924

Balance as of September 30, 2019

5,631

 

15,998

 

3,555

 

163

 

447

 

25,794

 

57


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

  

The table below presents the statements of financial position and statements of profit or loss of associates:

 

 

09/30/2020

 

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

9,043

 

64,642

 

47

 

59

 

324

Non-current assets

13,127

 

78,503

 

10,146

 

486

 

2,196

Current liabilities

960

 

25,222

 

-

 

27

 

170

Non-current liabilities

602

 

8,280

 

3,109

 

304

 

904

Equity

20,609

 

109,643

 

7,084

 

214

 

1,446

Net revenue from sales and services

8,629

 

45,240

 

-

 

-

 

-

Costs, operating expenses and income

(4,891)

 

(38,791)

 

(24)

 

(154)

 

327

Net financial income and income and social contribution taxes

(346)

 

(2,427)

 

-

 

(46)

 

(28)

Net income (loss)

3,392

 

4,022

 

(24)

 

(200)

 

299

 

 

 

 

 

 

 

 

 

 

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

 

 

12/31/2019

 

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

12,172

 

45,178

 

71

 

40

 

151

Non-current assets

14,041

 

84,705

 

10,147

 

703

 

2,440

Current liabilities

2,944

 

11,041

 

-

 

25

 

34

Non-current liabilities

626

 

9,634

 

3,110

 

302

 

1,167

Equity

22,643

 

109,208

 

7,108

 

416

 

1,390

 

 

 

 

 

 

 

 

 

 

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

 

 

09/30/2019

 

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

9,322

 

43,463

 

-

 

-

 

-

Costs, operating expenses and income

(3,700)

 

(36,791)

 

(81)

 

(152)

 

226

Net financial income and income and social contribution taxes

(116)

 

(2,483)

 

12

 

(43)

 

(19)

Net income (loss)

5,506

 

4,189

 

(69)

 

(195)

 

207

 

 

 

 

 

 

 

 

 

 

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.

 

58


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 13. Right to use assets and leases payable

 

Some of the subsidiaries of the Company have real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution center; (ii) Extrafarma: pharmacies and distribution center; (iii) Ultragaz: points of sale and bottling base; (iv) Ultracargo: port areas; and (v) Oxiteno: industrial plant. Some subsidiaries also have lease agreements relating to vehicles.

 

a. Right to use assets

 

  •       Parent

 

 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions and remeasurement

 

Assignment of contract (i)

 

Amortization

 

Balance on 09/30/2020

Cost:

 

 

 

 

 

 

 

 

 

 

Real estate

7

5,799

 

1,123

 

35,001

 

-

 

41,923

Vehicles

3

-

 

2,358

 

-

 

-

 

2,358

 

 

5,799

 

3,481

 

35,001

 

-

 

44,281












Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

Real estate

 

-

 

-

 

(4,762)

 

(2,965)

 

(7,727)

Vehicles

 

-

 

-

 

-

 

(273)

 

(273)



-
-
(4,762)
(3,238)
(8,000)











Net amount

 

5,799

 

3,481

 

30,239

 

(3,238)

 

36,281

 

(i) Assignment of contract of the Company Ultragaz to Ultrapar due implantation of Shared Service Center (“SSC”).



Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


  •        Consolidated

 

 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions and remeasurement

 

Write-offs

 

Effect of foreign currency exchange rate variation

 

Amortization

 

Balance on 09/30/2020

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

10

2,068,254

 

183,872

 

(43,213)

 

5,934

 

-

 

2,214,847

Port area (i)

20

68,006

 

200,506

 

-

 

-

 

-

 

268,512

Vehicles

4

91,868

 

47,103

 

(7,187)

 

263

 

-

 

132,047

Equipment

6

31,822

 

822

 

(250)

 

6,541

 

-

 

38,935

Others

20

27,847

 

-

 

-

 

-

 

-

 

27,847

 

 

2,287,797

 

432,303

 

(50,650)

 

12,738

 

-

 

2,682,188

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

(256,430)

 

-

 

27,683

 

(997)

 

(202,207)

 

(431,951)

Port area (i)

 

-

 

-

 

-

 

-

 

(2,265)

 

(2,265)

Vehicles

 

(27,492)

 

-

 

5,025

 

229

 

(29,568)

 

(51,806)

Equipment

 

(7,600)

 

-

 

250

 

(2,395)

 

(7,134)

 

(16,879)

Others

 

(15,363)

 

-

 

-

 

-

 

(973)

 

(16,336)

 

 

(306,885)

 

-

 

32,958

 

(3,163)

 

(242,147)

 

(519,237)

Net amount

 

1,980,912

 

432,303

 

(17,692)

 

9,575

 

(242,147)

 

2,162,951

 

(i) Refers to the area port lease (see Note 34.c).


60


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

Parent

 

Consolidated

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Cost of products and services sold

-

 

-

 

47,411

 

36,212

Selling and marketing

-

 

-

 

191,720

 

177,879

General and administrative

3,238

 

-

 

3,016

 

5,134

 

3,238

 

-

 

242,147

 

219,225

 

b. Leases payable

 

The changes in leases payable are shown below:

 

 

Parent

 

Consolidated

Balance as of December 31, 2019

5,999

 

1,588,673

Interest accrued

3,416

 

106,955

Payments

(4,256)

 

(266,490)

Additions and remeasurement

3,481

 

407,148

Write-offs

-

 

(17,610)

Effect of foreign currency exchange rate variation

-

 

13,097

Assignment of contract (i)

30,239

 

-

Balance as of September 30, 2020

38,879

 

1,831,773

 

 

 

 

Current

4,585

 

247,678

Non-current

34,294

 

1,584,095

 

(i) Assignment of contract of the Company Ultragaz to Ultrapar due implantation of SSC.

 

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

 

 

09/30/2020

 

Parent

 

Consolidated

Up to 1 year

5,806

 

303,766

From 1 to 2 years

15,135

 

682,635

From 2 to 3 years

13,547

 

554,156

From 3 to 4 years

13,526

 

374,311

From 4 to 5 years

3,870

 

233,157

More than 5 years

-

 

604,426

Total

51,884

 

2,752,451

 

The contracts related to the leases payable are substantially indexed by the IGP-M (General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation).


61


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


c. Lease contracts of low amount assets

 

Subsidiaries Cia. Ultragaz, Bahiana, Extrafarma, Ipiranga, Serma and Oxiteno S.A. have operating lease contracts consider as low value, short term and variable payments for the use of factory and IT equipment's, vehicles and real states.  The subsidiaries have the option to purchase the assets referring to IT equipment at a price equal to the fair value on the date of option, and management does not intend to exercise such option. The future disbursements (payments), assumed as a result of these contracts, amount approximately to:

 

 

Up to 1 year

Between 1 and 5 years

More than 5 years

Total

09/30/2020

4,609

1,338

-

5,947

 

The amount of lease considered as of low value, short term and variable payments, recognized as an expense for the nine-month period ended September 30, 2020 was R$ 14,184 (R$ 10,172 for the nine-month period ended September 30, 2019).

 

d. Inflation effect

 

The effects of inflation are as follows:

 

Right to use asset, net

Parent

 

Consolidated

Nominal base

36,281

 

2,162,951

Inflated base

43,786

 

2,584,274

 

20.7%

 

19.5%

 

 

 

 

Lease liability

Parent

 

Consolidated

Nominal base

38,879

 

1,831,773

Inflated base

46,384

 

2,253,096

 

19.3%

 

23.0%

 

 

 

 

Financial expense

Parent

 

Consolidated

Nominal base

3,416

 

106,955

Inflated base

4,445

 

143,791

 

30.1%

 

34.4%

 

 

 

 

Amortization expense

Parent

 

Consolidated

Nominal base

3,238

 

242,147

Inflated base

3,954

 

272,422

 

22.1%

 

12.5%

  

62


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

14. Property, plant, and equipment

 

Balances and changes in PP&E are as follows:

 

  •        Parent

 

 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions

 

Depreciation

 

Transfer (i)

 

Balance on 09/30/2020

Cost:

 

 

 

 

 

 

 

 

 

 

Leasehold improvements

9

-

 

105

 

-

 

2,052

 

2,157

Machinery and equipment

10

-

 

-

 

-

 

82

 

82

Furniture and utensils

10

-

 

96

 

-

 

398

 

494

Construction in progress

-

2,532

 

-

 

-

 

(2,532)

 

-

IT equipment

5

-

 

7,374

 

-

 

3,997

 

11,371

 

 

2,532

 

7,575

 

-

 

3,997

 

14,104

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

Leasehold improvements

 

-

 

-

 

(167)

 

-

 

(167)

Machinery and equipment

 

-

 

-

 

(6)

 

-

 

(6)

Furniture and utensils

 

-

 

-

 

(34)

 

-

 

(34)

IT equipment

 

-

 

-

 

(949)

 

-

 

(949)

 

 

-

 

-

 

(1,156)

 

-

 

(1,156)

Net amount

 

2,532

 

7,575

 

(1,156)

 

3,997

 

12,948


63


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


  •           Consolidated

 

 

Weighted average useful life (years)

Balance on

12/31/2019

 

Additions

 

Depreciation

 

Transfer (i)

 

Write-offs

and disposals

 

Effect of foreign currency exchange rate variation

 

Balance on

09/30/2020

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

-

667,865

 

21,300

 

-

 

241

 

(7,994)

 

14,264

 

695,676

Buildings

32

1,925,946

 

11,205

 

-

 

122,873

 

(14,747)

 

110,953

 

2,156,230

Leasehold improvements

10

1,121,528

 

12,192

 

-

 

46,941

 

(3,628)

 

414

 

1,177,447

Machinery and equipment

13

5,707,721

 

88,527

 

-

 

158,206

 

(2,113)

 

372,872

 

6,325,213

Automotive fuel/lubricant distribution equipment and facilities

13

2,991,472

 

53,433

 

-

 

128,852

 

(36,880)

 

-

 

3,136,877

LPG tanks and bottles

10

755,460

 

54,634

 

-

 

19

 

(29,271)

 

-

 

780,842

Vehicles

8

320,161

 

14,711

 

-

 

7,887

 

(30,373)

 

447

 

312,833

Furniture and utensils

9

295,604

 

7,742

 

-

 

1,466

 

(2,654)

 

4,884

 

307,042

Construction in progress

-

827,086

 

303,075

 

-

 

(460,823)

 

(448)

 

18,702

 

687,592

Advances to suppliers

-

12,544

 

15,913

 

-

 

(6,185)

 

(56)

 

-

 

22,216

Imports in progress

-

250

 

1,008

 

-

 

(559)

 

-

 

6

 

705

IT equipment

5

412,809

 

15,449

 

-

 

4,424

 

(2,264)

 

2,850

 

433,268

 

 

15,038,446

 

599,189

 

-

 

3,342

 

(130,428)

 

525,392

 

16,035,941


64


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


 

 

Balance on 12/31/2019

 

Additions

 

Depreciation

 

Transfer (i)

 

Write-offs

and disposals

 

Effect of foreign currency exchange rate variation

 

Balance on 09/30/2020

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

(793,835)

 

-

 

(48,445)

 

(1)

 

11,153

 

(20,491)

 

(851,619)

Leasehold improvements

 

(614,379)

 

-

 

(60,374)

 

(29)

 

2,209

 

(123)

 

(672,696)

Machinery and equipment

 

(3,231,627)

 

-

 

(235,626)

 

59

 

1,380

 

(69,627)

 

(3,535,441)

Automotive fuel/lubricant distribution equipment and facilities

 

(1,766,878)

 

-

 

(131,862)

 

-

 

28,533

 

-

 

(1,870,207)

LPG tanks and bottles

 

(425,554)

 

-

 

(41,634)

 

(30)

 

17,883

 

-

 

(449,335)

Vehicles

 

(139,045)

 

-

 

(18,796)

 

48

 

15,136

 

(320)

 

(142,977)

Furniture and utensils

 

(171,475)

 

-

 

(15,682)

 

-

 

2,106

 

(2,657)

 

(187,708)

IT equipment

 

(318,063)

 

-

 

(26,253)

 

295

 

2,140

 

(2,491)

 

(344,372)

Construction in progress

 

(7,460,856)

 

-

 

(578,672)

 

342

 

80,540

 

(95,709)

 

(8,054,355)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances to suppliers

 

(110)

 

-

 

-

 

-

 

-

 

-

 

(110)

Land

 

(146)

 

-

 

-

 

-

 

-

 

-

 

(146)

Leasehold improvements

 

(1,599)

 

(1,082)

 

-

 

-

 

618

 

(14)

 

(2,077)

Machinery and equipment

 

(2,875)

 

-

 

-

 

-

 

-

 

(189)

 

(3,064)

Automotive fuel/lubricant distribution equipment and facilities

 

(98)

 

-

 

-

 

-

 

18

 

-

 

(80)

 

 

(4,828)

 

(1,082)

 

-

 

-

 

636

 

(203)

 

(5,477)

Net amount

 

7,572,762

 

598,107

 

(578,672)

 

3,684

 

(49,252)

 

429,480

 

7,976,109

 

(i) Refers to amounts transferred from intangible assets.

 

65


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

  

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


Advances to suppliers is related, basically, to manufacturing of assets for expansion of plants, terminals, stores, service stations and bases and acquisition of real estate.

 

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

 

 

 

Parent

 

Consolidated

 

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Inventories and cost of products and services sold

 

-

 

-

 

318,873

 

304,157

Selling and marketing

 

-

 

-

 

222,354

 

214,959

General and administrative

 

1,156

 

-

 

37,445

 

36,338

 

 

1,156

 

-

 

578,672

 

555,454

 

66


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


15. Intangible assets

 

Balances and changes in intangible assets are as follows:

 

  •         Parent

 

 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions

 

Amortization

 

Transfer (i)

 

Balance on 09/30/2020

Cost:

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

-

246,163

 

-

 

-

 

-

 

246,163

Software (b)

5

-

 

10,071

 

-

 

(3,998)

 

6,073

 

 

246,163

 

10,071

 

-

 

(3,998)

 

252,236

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

Software

 

-

 

-

 

(720)

 

-

 

(720)

 

 

-

 

-

 

(720)

 

-

 

(720)

 

 

 

 

 

 

 

 

 

 

 

Net amount

 

246,163

 

10,071

 

(720)

 

(3,998)

 

251,516


67


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


  •          Consolidated

 

 

Weighted average useful life (years)

Balance on 12/31/2019

 

Additions

 

Amortization

 

Transfer (i)

 

Write-offs and disposals

 

Effect of foreign currency exchange rate variation

 

Balance on 09/30/2020

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

-

1,525,088

 

-

 

-

 

-

 

-

 

-

 

1,525,088

Software (b)

4

1,210,529

 

111,648

 

-

 

(20,261)

 

(3,337)

 

6,912

 

1,305,491

Technology (c)

-

32,617

 

-

 

-

 

-

 

-

 

-

 

32,617

Commercial property rights

5

7,934

 

21

 

-

 

1,440

 

(1,480)

 

-

 

7,915

Distribution rights

10

133,599

 

-

 

-

 

-

 

-

 

-

 

133,599

Brands (d)

-

122,504

 

-

 

-

 

-

 

-

 

19,964

 

142,468

Trademark rights (d)

39

114,792

 

-

 

-

 

-

 

-

 

-

 

114,792

Others (e)

10

44,900

 

666

 

-

 

-

 

-

 

5,415

 

50,981

 

 

3,191,963

 

112,335

 

-

 

(18,821)

 

(4,817)

 

32,291

 

3,312,951

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

(648,861)

 

-

 

(129,325)

 

16,577

 

3,337

 

(5,066)

 

(763,338)

Technology

 

(32,616)

 

-

 

-

 

-

 

-

 

-

 

(32,616)

Commercial property rights

 

(6,384)

 

-

 

(65)

 

(1,440)

 

112

 

-

 

(7,777)

Distribution rights

 

(108,932)

 

-

 

(3,399)

 

-

 

-

 

-

 

(112,331)

Trademark rights

 

(6,119)

 

-

 

(2,203)

 

-

 

-

 

-

 

(8,322)

Others

 

(32,713)

 

-

 

(89)

 

-

 

-

 

(10)

 

(32,812)

 

 

(835,625)

 

-

 

(135,081)

 

15,137

 

3,449

 

(5,076)

 

(957,196)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for losses and impairment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

 

(593,280)

 

-

 

-

 

-

 

-

 

-

 

(593,280)

Commercial property rights

 

(465)

 

(112)

 

-

 

-

 

350

 

-

 

(227)

 

 

(593,745)

 

(112)

 

-

 

-

 

350

 

-

 

(593,507)

Net amount

 

1,762,593

 

112,223

 

(135,081)

 

(3,684)

 

(1,018)

 

27,215

 

1,762,248

 

(i) Refers to amounts transferred to PP&E.


68


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

 

 

Parent

 

Consolidated

 

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Inventories and cost of products and services sold

 

-

 

-

 

7,293

 

8,473

Selling and marketing

 

-

 

-

 

5,798

 

2,284

General and administrative

 

720

 

-

 

121,990

 

69,023

 

 

720

 

-

 

135,081

 

79,780

 

a. Goodwill

 

The balance of the goodwill is tested annually for impairment and is represented by the following acquisitions:

 

 

Segment

09/30/2020

 

12/31/2019

Goodwill on the acquisition of:

 

 

 

 

Extrafarma

Extrafarma

661,553

 

661,553

Extrafarma – impairment

Extrafarma

(593,280)

 

(593,280)

Extrafarma – net

Extrafarma

68,273

 

68,273

Ipiranga (1)

Ipiranga

276,724

 

276,724

União Terminais

Ultracargo

211,089

 

211,089

Texaco

Ipiranga

177,759

 

177,759

Iconic (CBLSA)

Ipiranga

69,807

 

69,807

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

TEAS

Ultracargo

797

 

797

Others

Oxiteno

583

 

583

 

 

931,808

 

931,808

 

(1) Including R$ 246,163 at Ultrapar.

 

On December 31, 2019, 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 the Company calculated the perpetuity, considering the possibility of carrying the business on indefinitely. For the Extrafarma segment, a period of ten years was used due to a four-year period to maturity of new stores were considered.


69


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


Discount and real growth rates: on December 31, 2019, the discount and real growth rates used to extrapolate the projections ranged from 8.9% to 12.1% and from 0% to 1% p.a., respectively, depending on the CGU analyzed.

 

Revenue from sales and services, costs and expenses, and gross margin considers the budget prepared for 2020 and the long-term strategic plan prepared by management and approved by the Board of Directors.

 

The goodwill impairment tests and net assets of the Company and its subsidiaries result in the recognition of impairment in the amount of R$ 593,280 for subsidiary Extrafarma for the year ended December 31, 2019 (see Note 2.u).

 

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.

 

b. 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. Also include expenses related to software in progress in the amount of R$ 39,296 on September 30, 2020 and R$ 56,472 on December 31, 2019.

 

c. Technology

 

The subsidiaries Oxiteno S.A. and 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.

 

d. Brands and trademark rights

 

Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil and of the Extrafarma brand, acquired in the business combination, and Chevron and Texaco trademark rights.

 

e. Other intangibles

 

Refers mainly to the loyalty program Clube Extrafarma.


70


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)



16. Loans, financing, debentures and hedge derivative financial instruments


a. Composition

 

  •                  Parent

 

Description

09/30/2020

 

12/31/2019

 

Index/ Currency

Weighted average financial charges 09/30/2020 – % p.a.

Maturity

Brazilian Reais:

 

 

 

 

 

 

 

Debentures – 6th issuance (g.5)

1,725,350

 

1,752,081

 

DI

105.3

2023

Notes – Ultrapar (h.1)

1,024,548

 

-

 

R$ + DI

3.1

2021

Total

2,749,898

 

1,752,081

 

 

 

 

 

 

 

 

 

 

 

 

Current

1,025,970

 

28,713

 

 

 

 

Non-current

1,723,928

 

1,723,368

 

 

 

 

 

  •                  Consolidated

 

Description

09/30/2020

 

12/31/2019

 

Index/ Currency

Weighted average financial charges 09/30/2020 – % p.a.

Maturity

Foreign currency – denominated loans:

 

 

 

 

 

 

 

Notes in the foreign market (b) (*)

7,995,112

 

4,213,662

 

US$

5.3

2026 to 2029

Foreign loan (c.1) (*)

1,127,494

 

1,057,407

 

US$

3.9

2021 to 2023

Financial institutions (e)

342,522

 

604,741

 

US$ + LIBOR (1)

1.4

2021

Foreign loan (c.1) (*)

282,081

 

608,685

 

US$ + LIBOR (1)

1.0

2022

Financial institutions (e)

175,481

 

132,417

 

US$

2.6

2020 to 2022

Advances on foreing exchange contracts

113,533

 

-

 

US$

3.7

2021

Financial institutions (e)

38,480

 

41,164

 

MX$ (2)

8.7

2020

Foreign loan (c.2)

-

 

243,837

 

US$+ LIBOR (1)

-

2020

BNDES (d)

-

 

208

 

US$

-

2020

Total foreign currency

10,074,703

 

6,902,121

 

 

 

 

 

71


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


Description

09/30/2020

 

12/31/2019

 

Index/ Currency

Weighted average financial charges 09/30/2020 – % p.a.

Maturity

Brazilian Reais – denominated loans:

 

 

 

 

 

 

 

Debentures – CRA (g.2, g.4 and g.6)

2,048,013

 

2,036,647

 

DI

95.8

2022 to 2023

Debentures – 6ª issuance (g.5)

1,725,350

 

1,752,080

 

DI

105.3

2023

Debentures – Ipiranga (g.1 and g.3)

1,672,323

 

1,868,612

 

DI

105.0

2021 to 2022

Notes - Ultrapar (h.1)

1,024,548

 

-

 

R$ + DI

3.1

2021

Debentures – CRA (g.2, g.4 and g.6) (*) 

973,785

 

941,614

 

IPCA

4.6

2024 to 2025

Banco do Brasil (f)

406,618

 

611,276

 

DI

110.9

2021 to 2022

Notes – Ipiranga (h.2)

305,459

 

-

 

R$ + DI

2.0

2021

Bank Credit Bill

230,218

 

-

 

R$ + DI

3.5

2021

Debentures – Tequimar (g.7)

91,494

 

89,278

 

R$

6.5

2024

FINEP

32,684

 

41,345

 

TJLP (3)

1.6

2020 to 2023

BNDES (d)

9,706

 

62,578

 

TJLP (3)

2.5

2021

Banco do Nordeste do Brasil

8,461

 

10,039

 

R$ (4)

10.0

2021

FINEP

8,011

 

12,820

 

R$

4.0

2020 to 2021

BNDES (d)

442

 

30,392

 

SELIC (5)

2.2

2020

BNDES (d)

118

 

3,913

 

R$

6.5

2020 to 2022

FINAME

7

 

22

 

TJLP (3)

5.7

2020 to 2022

Total in Brazilian Reais

8,537,237

 

7,460,616

 

 

 

 

Total foreign currency and Brazilian Reais

18,611,940

 

14,362,737

 

 

 

 

Currency and interest rate hedging instruments (**)

143,986

 

29,985

 

 

 

 

Total

18,755,926

 

14,392,722

 

 

 

 

Current

3,964,456

 

1,117,441

 

 

 

 

Non-current

14,791,470

 

13,275,281

 

 

 

 

 

(*) These transactions were designated for hedge accounting (see Note 33.h).

 

(**) Accumulated losses (see Note 33.i). 

(1) LIBOR = London Interbank Offered Rate. 

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

(3) 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, 2020, TJLP was fixed at 4.91% p.a. 

(4) 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, 2020, the FNE interest rate was 10% p.a. FNE grants a discount of 15% on the interest rate for timely payments. 

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


72


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


The changes in loans and debentures are shown below:

 

Balance as of December 31, 2019

14,362,737

New loans and debentures with cash effect

3,591,624

Interest accrued

575,220

Principal payment

(2,280,152)

Interest payment

(478,755)

Monetary and exchange rate variation

2,816,759

Change in fair value

24,507

Balance as of September 30, 2020

18,611,940

 

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

 

 

09/30/2020

 

12/31/2019

From 1 to 2 years

2,004,114

 

1,424,775

From 2 to 3 years

3,223,295

 

3,115,495

From 3 to 4 years

1,074,977

 

3,451,988

From 4 to 5 years

333,975

 

765,263

More than 5 years

8,155,109

 

4,517,760

 

14,791,470

 

13,275,281

 

The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities, as shown in Note 16.i.

 

The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 33.h).

 

b.  Notes in the foreign market

 

On October 6, 2016, the subsidiary Ultrapar International S.A. (“Ultrapar International”) issued US$ 750,000 (equivalent to R$ 4,230,525 as of September 30, 2020) 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 33.h.3).

 

On June 6, 2019, the subsidiary Ultrapar International issued US$ 500,000 (equivalent to R$ 2,820,350 as of September 30, 2020) in notes in the foreign market, maturing in June 2029, with interest rate of 5.25% p. a., paid semiannually. The issue price was 100% 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 part of this transaction (see Note 33.h.3).

 

On June 21, 2019, the subsidiary Ultrapar International repurchased US$ 200,000 (equivalent to R$ 1,128,140 as of September 30, 2020) in notes in the foreign market maturing in October 2026.


73


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

On July 13, the subsidiary Ultrapar International made the reopening of notes in the foreign market issued in 2019, in the amount of US$ 350,000 (equivalent to R$ 1,974,245 on September, 2020) maturing in June 2029, to the coupon (interest) and yield of 5.25% per year, paid semiannually. The issue price was 99.994% of face value of the note. The notes were guaranteed by the Company and the subsidiary IPP.


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$ 150,000 (equivalent to R$ 846,105 as of September 30, 2020) 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.

 

c. Foreign loans

 

c.1. The subsidiary IPP has foreign loans in the amount of US$ 235,000 (equivalent to R$ 1,325,565 as of September 30, 2020). 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 104.4% of DI. IPP designated these hedging instruments as a fair value hedge (see Note 33.h.1); 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$ (thousands)

 

R$ (thousands)

 

Cost in % of DI

Charges (1)

14,894

 

84,010

 

-

Jul/2021

60,000

 

338,442

 

101.8

Jun/2022

50,000

 

282,035

 

105.0

Sep/2023

60,000

 

338,442

 

105.0

Sep/2023

65,000

 

366,646

 

104.8

Total / average cost

249,894

 

1,409,575

 

104.1

 

(1) Includes interest, transaction costs and mark to market.

 

 

The subsidiary IPP paid off in advance of such financing in the amount of US$ 160,000 in the third quarter of 2020. From the third quarter, the subsidiary IPP does does have contracts of foreign loans with covenants.


74


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


c.2 The subsidiary Global Petroleum Products Trading Corporation (“GPPTC”) contracted a foreign loan in the amount of US$ 60,000 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 DI. The foreign loan is guaranteed by the Company and its subsidiary Oxiteno S.A. The foreign loan was settled by sudsidiary GPPTC on the maturity date.

 

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: 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.

 

The subsidiaries paid off in advance of such loans in the amount of R$ 32,964 on September 2020.

 

e. Financial institutions

 

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

 

The subsidiary Oxiteno USA has loans with bearing interest of LIBOR + 1.4% and maturity as shown below:

 

Maturity

US$ (thousands)

 

R$ (thousands)

Charges (1)

3

 

15

Mar/2021

60,000

 

342,507

Total

60,003

 

342,522

 

(1) Includes interest and transaction costs.


75


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


The proceeds of this loan were used in the working capital and to fund the construction of a new alkoxylation plant in the state of Texas.

 

The subsidiary Oxiteno USA paid off in advance of such financing in the amount of US$ 60,000 in the third quarter of 2020. The Company does not have the need to maintain the levels of covenants required by these loans.

 

f. Banco do Brasil

 

The subsidiary IPP has floating interest rate loans with Banco do Brasil to marketing, processing, or manufacturing of agricultural goods (ethanol). The subsidiary IPP paid off in advance the amount of R$ 400,000 of such loans in December 2019.

 

These loans mature, as follows (includes accrued interest through September 30, 2020):

 

Maturity

 

09/30/2020

May/2021

 

203,572

May/2022

 

203,046

Total

 

406,618


76


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


g. Debentures

 

g.1. 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 DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

g.2. In April 2017, the subsidiary IPP carried out its fifth issuance of debentures, in two series, being one of 660,139 and another of 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. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.


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:


Amount:

660,139

Face value unit:

R$ 1,000.00

Final maturity:

April 18, 2022

Payment of the face value:

Lump sum at final maturity

Interest:

95.0% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

352,361

Face value unit:

R$ 1,000.00

Final maturity:

April 15, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.68%

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 DI. 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.


77


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


g.3. 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 DI

Payment of interest:

Annually

Reprice:

Not applicable

 

g.4. In October 2017, the subsidiary IPP carried out its seventh issuance of debentures in the amount of R$ 944,077, in two series, being on of 730,384 and another of 213,693, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.


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 1, 2017. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:


Amount:

730,384

Face value unit:

R$ 1,000.00

Final maturity:

October 24, 2022

Payment of the face value:

Lump sum at final maturity

Interest:

95.0% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

213,693

Face value unit:

R$ 1,000.00

Final maturity:

October 24, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.34%

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 DI. 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.


78


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


g.5. In March 2018, the Company made its sixth issuance of public debentures, in a single series of 1,725,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

March 5, 2023

Payment of the face value:

Lump sum at final maturity

Interest:

105.25% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

g.6. In December 2018, the subsidiary IPP carried out its eighth issuance of debentures in the amount of R$ 900,000, in two series, being one of 660,000 and another of 240,000, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP. The debentures were subscribed with the purpose to bind the issuance of CRA. The financial settlement occurred on December 21, 2018. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:


Amount:

660,000

Face value unit:

R$ 1,000.00

Final maturity:

December 18, 2023

Payment of the face value:

Lump sum at final maturity

Interest:

97.5% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

240,000

Face value unit:

R$ 1,000.00

Final maturity:

December 15, 2025

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.61%

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 97.1% of DI. 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.

 

g.7. In November 2019, the subsidiary Tequimar made its first issuance of debentures, in a single series of 90,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

November 19, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

6.47%

Payment of interest:

Semiannually

Reprice:

Not applicable


79


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


The subsidiary Tequimar contracted hedging instruments subjected interest rate variation, changing the debentures fixed for 99.94% of the DI. Tequimar 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 in profit or loss.

 

The debentures have maturity dates distributed as shown below (includes accrued interest through September 30, 2020).

 

Maturity

 

09/30/2020

Charges (1)

 

172,688

May/2021

 

166,700

Jul/2021

 

750,000

Apr/2022

 

660,139

Jul/2022

 

750,000

Oct/2022

 

730,384

Mar/2023

 

1,725,000

Dec/2023

 

660,000

Apr/2024

 

352,361

Oct/2024

 

213,693

Nov/2024

 

90,000

Dec/2025

 

240,000

Total

 

6,510,965

 

(1) Includes interest, transaction cost and mark to market.

 

 

h. Notes

 

h.1 In April 2020, the Company made its second public issuance of notes in a single series of 40 commercial notes, not convertible into shares, of unsecured type, whose main characteristics are:

 

Face value unit:

R$ 25,000,000.00

Final maturity:

April 6, 2021

Payment of the face value:

Lump sum at final maturity

Interest:

DI + 3.10%

Payment of interest:

Lump sum at final maturity

Reprice:

Not applicable


h.2 In April 2020, the subsidiary IPP made its first public issuance of notes in a single series of 15 commercial notes, not convertible into shares, of unsecured type, whose main characteristics are:


Face value unit:

R$ 20,000,000.00

Final maturity:

April 3, 2021

Payment of the face value:

Lump sum at final maturity

Interest:

DI + 2.00%

Payment of interest:

Lump sum at final maturity

Reprice:

Not applicable


80


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


i. 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 12/31/2019

 

Incurred cost

 

Amortization

 

Balance on 09/30/2020

Debentures (g)

0.2

 

41,406

 

-

 

(9,825)

 

31,581

Notes in the foreign market (b) 

0.0

 

28,114

 

13,263

 

(3,033)

 

38,344

Notes (h)

0.5

 

-

 

6,802

 

(3,291)

 

3,511

Banco do Brasil (f)

0.2

 

770

 

-

 

(347)

 

423

Foreign loans (c)

0.2

 

94

 

-

 

(94)

 

-

Others

0.2

 

1,382

 

-

 

(1,361)

 

21

Total

 

 

71,766

 

20,065

 

(17,951)

 

73,880

 

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

Debentures (g)

12,602

 

10,595

 

5,828

 

2,227

 

281

 

48

 

31,581

Notes in the foreign market (b)

4,889

 

4,892

 

4,896

 

4,912

 

4,902

 

13,853

 

38,344

Notes (h)

3,511

 

-

 

-

 

-

 

-

 

-

 

3,511

Banco do Brasil (f)

302

 

121

 

-

 

-

 

-

 

-

 

423

Others

21

 

-

 

-

 

-

 

-

 

-

 

21

Total

21,325

 

15,608

 

10,724

 

7,139

 

5,183

 

13,901

 

73,880

 

j. Guarantees

 

The financings are guaranteed by collateral in the amount of R$ 74,870 as of September 30, 2020 (R$ 73,536 as of December 31, 2019) and by guarantees and promissory notes in the amount of R$ 14,632,975 as of September 30, 2020 (R$ 11,833,294 as of December 31, 2019).

 

The Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 140,887 as of September 30, 2020 (R$ 293,509 as of December 31, 2019).


81


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


Some subsidiaries of Company issue collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing) as follows:

 

 

IPP

 

Oxiteno

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Maximum amount of future payments related to these collaterals

250,363

 

81,344

 

-

 

2,753

Maturities of up to

46 months

 

60 months

 

-

 

4 months

Fair value of collaterals

4,220

 

1,237

 

-

 

68

 

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. Until September 30, 2020, the subsidiaries did not have losses in connection with these collaterals. The fair value of collaterals is recognized in current liabilities as other payables, which is recognized in the statement of profit or loss as customers settle their obligations with the financial institutions.

 

17. Trade payables


 

Parent

 

Consolidated

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Domestic suppliers

4,385

 

2,173

 

1,769,269

 

1,823,952

Domestic suppliers – related parties (see Note 8.a.2)

-

 

-

 

5,141

 

73,304

Domestic suppliers – reverse factoring (i)

-

 

-

 

593,888

 

262,870

Domestic suppliers – reverse factoring (i) - related parties (see Note 8.a.2)

-

 

-

 

61,123

 

193,080

Foreign suppliers

-

 

-

 

804,088

 

261,222

Foreign suppliers – reverse factoring (i)

-

 

-

 

213,883

 

85,643

 

4,385

 

2,173

 

3,447,392

 

2,700,071

 

(i) Suppliersreverse factoring: some subsidiaries of the Company entered into an agreements with a financial institutions. These agreements consist in the anticipation of the receipt of trade payables by the supplier, in which the financial institutions prepay a certain amount from the supplier, and receives on the maturity date the amount payable by the subsidiaries of the Company. The decision to join this type of transaction is solely and exclusively of the supplier. The agreement does not substantially change the main characteristics of the commercial conditions previously established between the subsidiaries of the Company and the suppliers. These transactions are presented in operating activities in the statements of cash flow.

 

Some Company’s subsidiaries acquire oil-based fuels and LPG from Petrobras and its subsidiaries and ethylene from Braskem S.A. These suppliers control almost all the markets for these products in Brazil.


82


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

18. Salaries and related charges

 

 

Parent

 

Consolidated

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Provisions on salaries

11,686

 

-

 

253,602

 

184,716

Profit sharing, bonus and premium

15,542

 

-

 

138,383

 

133,533

Social charges

8,993

 

958

 

95,340

 

70,228

Others

66

 

-

 

26,662

 

17,159

 

36,287

 

958

 

513,987

 

405,636

 

19. Taxes payable (Consolidated)

 

 

 

09/30/2020

 

12/31/2019

ICMS

 

183,611

 

149,547

PIS and COFINS

 

32,146

 

40,676

ISS

 

35,981

 

26,986

Value-added tax (IVA) of foreign subsidiaries

 

31,050

 

25,619

Others

 

27,544

 

27,094

 

 

310,332

 

269,922

 

20. 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 - Associação 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 0.3% 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 35 years. The sponsoring company does not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.

 

In May 2020, the Deliberative Council of Ultraprev approved the use of the reversion fund in the amount of R$ 47,088, which R$ 6,439 used to deduct the sponsors’ normal contributions. The balance of R$ 40,649 on September 30, 2020 will be used in an average period between 10 and 70 months depending on the sponsor. 


83


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


For the nine-month period ended September 30, 2020, the subsidiaries contributed R$ 15,924, including the use of the reversion fund of R$ 6,439 (R$ 16,179 for the nine-month period ended September 30, 2019) to Ultraprev, which is recognized as expense in the income statement. The total number of participating employees as of September 30, 2020 was 7,469 active participants and 353 retired participants. In addition, Ultraprev had 24 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 and reviewed by management as of September 30, 2020.

 

 

Parent

 

Consolidated

 

06/30/2020

 

12/31/2019

 

06/30/2020

 

12/31/2019

Health and dental care plan (1)

-

 

-

 

158,540

 

154,142

Indemnification of FGTS

3,213

 

-

 

66,954

 

66,309

Seniority bonus (2)

898

 

-

 

19,668

 

34,485

Life insurance (1)

-

 

-

 

18,768

 

17,931

Total

4,111

 

-

 

263,930

 

272,867

 

 

 

 

 

 

 

 

Current

-

 

-

 

29,522

 

28,951

Non-current

4,111

 

-

 

234,408

 

243,916

 

(1) Only IPP and Iconic Lubrificantes S.A. (“Iconic”).

 

(2) In September 2020, there was a change in the bonus policy to retirement with reduced benefit. 


21. Provision for asset retirement obligation – fuel tanks (Consolidated)

 

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

 

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

 

Balance as of December 31, 2019

51,242

Additions (new tanks)

121

Expense with tanks removed

(3,918)

Accretion expense

5,076

Balance as of September 30, 2020

52,521

 

 

Current

4,655

Non-current

47,866

 

84


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

22. Provisions and contingencies (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 12/31/2019

 

Additions

 

Reversals

 

Payments

 

Interest

 

Balance on 09/30/2020

IRPJ and CSLL (a.1.1)

541,281

 

-

 

(537)

 

-

 

5,900

 

546,644

PIS and COFINS

10,155

 

-

 

(10,264)

 

-

 

109

 

-

ICMS

96,472

 

4,156

 

(1,022)

 

(4,085)

 

102

 

95,623

Civil, environmental and regulatory claims (a.2.1)

85,855

 

4,780

 

(12,924)

 

(20,765)

 

150

 

57,096

Labor litigation (a.3.1)

98,010

 

7,080

 

(563)

 

(12,813)

 

2,664

 

94,378

Others

92,822

 

-

 

(414)

 

-

 

440

 

92,848

Total

924,595

 

16,016

 

(25,724)

 

(37,663)

 

9,365

 

886,589

 

 

 

 

 

 

 

 

 

 

 

 

Current

40,455

 

 

 

 

 

 

 

 

 

41,968

Non-current

884,140

 

 

 

 

 

 

 

 

 

844,621

 

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

 

Balances of escrow deposits are as follows:

 

 

09/30/2020

 

12/31/2019

Tax matters

786,012

 

753,810

Labor litigation

63,093

 

71,605

Civil and other

103,291

 

96,028

Total – non-current assets

952,396

 

921,443


85


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

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$ 521,873 as of September 30, 2020 (R$ 515,825 as of December 31, 2019). 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 Superior Court of Justice (STJ”) and Federal Supreme Court (“STF) whose final trial are pending.

 

a.2 Provisions for civil, environmental and regulatory claims

 

a.2.1 The Company and its subsidiaries maintain 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$ 57,096 as of September 30, 2020 (R$ 85,855 as of December 31, 2019). The subsidiary IPP entered into an agreement in two civil lawsuits that were provisioned for the expected loss in the amount of R$ 27,995. Reason why, with the closing of the cases, this provision was written-off in the period.

 

a.3 Provisions for labor matters

 

a.3.1 The Company and its subsidiaries maintain provisions of R$ 94,378 as of September 30, 2020 (R$ 98,010 as of December 31, 2019) for labor litigation filed by former employees and by employees of our service providers, mainly, contesting the non-payment of labor rights.

 

b. Contingent liabilities (possible)

 

The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor claims whose loss prognosis is assessed as possible (proceedings whose chance of loss is more than 25% and less or equal than 50%) by the Company and its subsidiaries’ legal departments, based on the opinion of its external legal advisors and, based on this assessment, these claims were not recognized in the financial statements. The estimated amount of this contingency is R$ 3,270,901 as of September 30, 2020 (R$ 2,840,086 as of December 31, 2019).

 

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$ 2,355,879 as of September 30, 2020 (R$ 2,028,159 as of December 31, 2019), 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$ 177,864 as of September 30, 2020 (R$ 173,738 as of December 31, 2019).


86


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings, was R$ 969,956 as of September 30, 2020 (R$ 836,822 as of December 31, 2019), Such proceedings arise mostly of the disregard of ICMS credits amounting to R$ 304,141 as of September 30, 2020 (R$ 319,849 as of December 31, 2019), of which R$ 91,987 (R$ 126,772 as of December 31, 2019) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 97,788 as of September 30, 2020 (R$ 92,567 as of December 31, 2019); of conditioned fruition of fiscal incentive in the amount of R$ 119,551 as of September 30, 2020 (R$ 117,753 as of December 31, 2019); and inventory differences in the amount of R$ 278,261 as of September 30, 2020 (R$ 172,736 as of December 31, 2019) 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$ 724,328 as of September 30, 2020 (R$ 699,360 as of December 31, 2019), mainly represented by:

 

b.1.3.1 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$ 211,676 as of September 30, 2020 (R$ 208,449 as of December 31, 2019), 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.

 

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$ 634,479, totaling 2,862 lawsuits as of September 30, 2020 (R$ 549,664, totaling 3,109 lawsuits as of December 31, 2019), 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$ 33,844 as of September 30, 2020 (R$ 33,603 as of December 31, 2019). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.

 

b.2.2 In 2016, the subsidiary Cia. Ultragaz became party to two administrative proceedings filed by CADE, related to allegations of anti-competitive practices: i) 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. On this proceeding, Cia. Ultragaz and Bahiana signed a Cessation Commitment Agreement (TCC) with CADE, approved on November 22, 2017, in the amount of R$ 95,987, paid in 8 (eight) equal installments updated semiannually by SELIC, with maturity of the first one in 180 (one hundred and eighty) days from the date of publication of the approval. Three employees and one former employee signed TCC in the total amount of R$ 1,100. With the TCC, the administrative proceeding will be suspended in relation to the Cia. Ultragaz and Bahiana until final decision; ii) 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 TCC with CADE, approved on September 6, 2017, in the amount of R$ 2,154, paid in a single installment in March 8, 2018. 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 until final decision.


87


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

b.2.3 The subsidiary IPP became party to two administrative proceedings filed by CADE, related to allegations of anti-competitive practices in the city of Joinville, State of Santa Catarina and in the Distrito Federal. The process related to the anti-competitive acts of Joinville, established in October 2015, is under judgment (until now two favorable votes and one unfavorable vote have been pronounced) while the lawsuit related to the Distrito Federal, from an administrative inquiry initiated in May 2012, which was converted into an administrative proceeding in June 2020, is in the stage of presentation of defense. Besides these, in April, 2019 an administrative award was imposed in the amount of R$ 40,693 for allegedly influencing uniform commercial conduct among fuel resellers around the city of Belo Horizonte, state of Minas Gerais. In this case, there was an option for the judicial discussion of the assessment and penalty applied, which has as last relevant movement the presentation of a reply by IPP, and it is certain that a decision has already been issued granting protection to suspend the enforceability of the fine. Management did not recognize a provision for these contingencies, supported by the opinion of external legal counsel that classified the probability of loss as remote.

 

b.2.4 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 disagrees with the methodology and the assumptions adopted in the proposal and is negotiating an agreement with the MPE and the Brazilian Federal Public Prosecutor (“MPF”), since the beginning of the investigation and currently there is no civil lawsuit filed on the matter. The negotiations relate to in natura repair of the any damages. Thus, on May 15, 2019, the subsidiary Tequimar signed a Partial Conduct Adjustment Commitment Agreement (“TAC”) in the amount of R$ 67,539 with the MPE and MPF to compensate for diffuse and collective damages of any kind arising from the fish mortality and the damage caused to the ichthyofauna. The negotiations on compensation for other alleged damages are still ongoing and once concluded, the payments related to the project costs may affect the future Company’s Financial statements. In the criminal sphere, the MPF denounced the subsidiary Tequimar, which was summoned and replied to the complaint on June 19, 2018. On September 12, 2019, at a hearing in the federal court of Santos, the MPF and Tequimar agreed, and the judicial authority approved, the conditional suspension of the criminal proceedings for a period of 2 years, when Tequimar shall then prove compliance with the execution of the Partial TAC signed, with the obligation of a complementary allocation of R$ 13,000 to the Fisheries Management Project, to obtain the definitive filing of the process. In addition, as of September 30, 2020, there are contingent liabilities not recognized related to lawsuits in the amount of R$ 4,494 (R$ 11,403 as of December 31, 2019). On September 30 and December 31, 2019, there were not extrajudicial lawsuits.

 

b.3 Contingent liabilities for labor matters

 

The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 280,543, totaling 1,472 lawsuits as of September 30, 2020 (R$ 262,263, totaling 1,649 lawsuits as of December 31, 2019), mainly represented by:


88


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

b.3.1 The Petrochemical Industry Labor Union (Sindiquímica), of which the employees of Oxiteno Nordeste and Empresa Carioca de Produtos Químicos S.A. (“EMCA”), companies located in the Camaçari Petrochemical Complex, are members, filed, in 1990, collective lawsuits against the subsidiaries, demanding the compliance of the fourth section of the collective labor agreement 1989/1990 (CCT 1989/1990), which provided for a salary, adjustment in lieu of the salary policies practiced. The collective actions against the subsidiaries, which have already become final, were judged in a favorable way to Oxiteno Nordeste and EMCA. At the same time, in 1990, there was the proposal for a collective agreement of legal nature, which appeared in the collective action, the Union of Employees and the Union of Companies (SINPEQ), discussing the same object (validity of the fourth clause of CCT 1989/1990). This action that transit judged only in October 2019, and remained unfavorable to SINPEQ, having the STF declared valid the fourth clause. During the process of collective agreement between the Unions, some companies in the Camaçari Petrochemical Complex signed an agreement with Sindiquímica. In October 2015, Sindiquímica filed enforcement lawsuits against Oxiteno Nordeste and, in 2017, EMCA, because these companies did not sign the agreement of 2010 with Sindiquímica. In addition to collective actions, individual claims containing the same object have been filed. In all the ongoing lawsuits whose object is the fourth clause, all applicable legal measures have been taken to defend companies and there are not new final decisions in addition to those judged in favor of companies in the 1990s.

 

c. Lubricants operation between IPP and Chevron

 

In the process of transaction of the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 3.c of Interim Financial Information of 2018 filed on CVM February 20, 2019), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions prior to the transaction. The liability provisions of the Chevron shareholder in the amount of R$ 5,665 (R$ 5,423 as of December 31, 2019) are reflected in the consolidation of these interim financial information. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017 due contingent liabilities, amounted to R$ 188,073 as of September 30, 2020 (R$ 188,073 as of December 31, 2019. The amounts of provisions of Chevron's liability recognized in the business combination will be reimbursed to subsidiary Iconic in the event of losses and an indemnity asset was hereby constituted in the same amount, without the need to establish a provision for uncollectible amounts.

 

d. Contingent assets

 

d.1 Exclusion of ICMS from the calculation basis of PIS and COFINS

 

In March 15, 2017, STF decided that ICMS is not included in the PIS and COFINS basis. All subsidiaries have actions aimed at obtaining this right, as long as applicable. For the subsidiaries Oxiteno S.A., Extrafarma, Tequimar and Tropical have final and unappealable decision, and the respective subsidies to prove the amounts to be refunded were duly confirmed by management and recorded in results, up to the present year of 2020, the amount of R$ 497,764 (up to R$ 338,110 in 2019). As a result of injunctions obtained, some subsidiaries have already excluded ICMS from the PIS and COFINS calculation base in the amount of R$ 198,334 until September 30, 2020 (R$ 141,618 as of December 31, 2019). The amounts to be recovered from the other subsidiaries will be recognized to the extent that concomitantly, there are the final and unappealable decision of the individual action and confirmation of the evidences.


89


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The Company's management emphasizes that it is possible for the STF to modulate the effects of the judgment, either by restricting its effectiveness or determining when the decision will become effective, or by reinterpreting the value of ICMS to be excluded. After the decision of the STF has become final and unappealable, the Company's management will assess the impact on the shares of its subsidiaries, which may result in a reduction in the claimed tax credits. 

 

23. Deferred revenue (Consolidated)

 

The subsidiaries of the Company have recognized the following deferred revenue:

 

 

09/30/2020

 

12/31/2019

‘am/pm’ and Jet Oil franchising upfront fee (a)

915

 

956

Loyalty program “Km de Vantagens” (b)

24,219

 

25,096

Loyalty program “Clube Extrafarma” (b)

1,767

 

1,574

Total current

26,901

 

27,626

 

a. Franchising upfront fee

 

am/pm is the convenience stores chain of the Ipiranga service stations and, on September 30, 2020, had 26 stores with initial deferred franchising upfront fee (31 stores as of December 31, 2019). Jet Oil is Ipiranga’s lubricant-changing and automotive service specialized network and, on September 30, 2020 had 17 stores with initial deferred franchising upfront fee (20 stores as of December 31, 2019). For more information on the deferred revenue from the franchising upfront fee, see Note 2.a.

 

b. 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 recognized as a reduction of revenue from sales and services.

 

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 recognized as a reduction of revenue from sales and services.

 

Deferred revenue is estimated based on the fair value of the points granted, considering the value of the prizes and the expected redemption of these points. For more information on deferred revenue from loyalty program, see Note 2.a.

 

90


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

24. Subscription warrants – indemnification

 

Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification could be issued, corresponding to up to 6,411,244 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. 

 

On February 19 and August 12, 2020, the Company’s Board of Directors confirmed the issuance of, respectively, 2,108,542 and 86,978 common shares within the authorized capital limit provided by the art. 6 of the Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company when the merger of all Extrafarma shares by the Company, approved by the extraordinary general meeting of the Company held in January 31, 2014.

 

In the association agreement between the Company and Extrafarma on January 31, 2014 and due to the unfavorable decisions of some processes prior on January 31, 2014, 574,648 shares linked to the subscription warrants - indemnification were canceled and didn’t issue. 3,641,075 shares remain retained, linked to subscription warrants - indemnification which may be issued or canceled as the final decision of the processes is favorable or unfavorable, respectively. On September 30, 2020, the maximum number of shares, which could be issued in the future, linked to the subscription warrants - indemnification, were up to 3,657,550 shares, totaling R$ 70,841 on September 30, 2020.

 

25. Equity

 

a. Share capital

 

On September 30, 2020, the subscribed and paid-in capital stock consists of 1,115,005,712 (1,112.810,192 as of December 31, 2019) 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, 2020, on B3 was R$ 19.27 (R$ 25.48 as of December 31, 2019). 

             

As of September 30, 2020, the Company is authorized to increase capital up to the limit of 1,600,000,000 common shares, without amendment to the Bylaws, by resolution of the Board of Directors. On February 19 and August 12, 2020, the Company’s Board of Directors confirmed the issuance of 2,108,542 and 86,978 common shares due to the partial exercise of the rights conferred by the subscription warrantsidemnification. For more information on the partial issue, see note 24.

 

As of September 30, 2020, there were 47,479,723 common shares outstanding abroad in the form of ADRs (46,518,315 shares as of December 31, 2019).


91


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

On April 10, 2019, the Company’s extraordinary and annual general meeting approved the stock split of common shares issued by Ultrapar, at a ratio of one currently existing share to two shares of the same class and type as well as the changing of the number of shares in which the capital stock of the Company is divided. The stock split approved herein shall not imply in any change in the Ultrapar’s capital stock. The new shares and ADRs resulting from the stock split approved herein are of the same class and type and granted to its holders the same rights of the current shares and ADRs.

 

b.  Equity instrument granted

 

The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 8.c).

 

c.  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, issued on February 14, 1980 and 268, issued on November 13, 1997.

 

As of September 30, 2020, and December 31, 2019, 26,780,298 common shares were held in the Company's treasury, acquired at an average cost of R$ 18.12.

 

d.  Capital reserve

 

The capital reserve reflects the gain on the transfer of shares at market price used in the Deferred Stock Plan granted to executives of the subsidiaries of the Company, as mentioned in Note 8.c.

 

Because of Extrafarmas 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. Additionally, on February 19 and August 12, 2020, there was an increase in the reserve totaled amount of R$ 53,072 and R$ 1,691, respectively, due to the partial exercise of the subscription warrants – indemnification (see note 24).

 

e.  Revaluation reserve

 

The revaluation reserve, recognized prior to the adoption of the international accounting standards (CPC / IFRS) instituted by Law 11,638/07, 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. 


92


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

f.  Profit reserves

 

f.1 Legal reserve

 

Under Brazilian Corporate Law, the Company is required to allocate 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 to absorb losses but may not be distributed as dividends.

 

f.2 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 the annual net income to the investments reserve, up to the limit of 100% of the share capital.

 

The investments reserve is free of distribution restrictions and totaled R$ 3,290,073 as of September 30, 2020 (R$ 3,290,073 as of December 31, 2019).

 

g.  Valuation adjustments and cumulative translation adjustments

 

g.1 Valuation adjustments

 

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

 

(ii)     Gains and losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges are recognized in equity as valuation adjustments. Gains and losses are reclassified to initial cost of non-financial assets.

 

(iii)   The differences between the fair value of financial investments measured at fair value through other comprehensive income and the initial amount of financial investments plus the interest earned and the foreign currency exchange variation are recognized in equity as valuation adjustments. Gains and losses are reclassified to statements of profit or loss when the financial investment is settled.

 

(iv)    The Company also recognizes in this item the effect of changes in the non-controlling interest in subsidiaries that do not result in loss of control. This amount corresponds to the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration received or paid and represents a transaction with shareholders.


93


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

Balance and changes in valuation adjustments of the Company are as follows: 

 

 

Fair value of cash flow hedging instruments

 

Fair value of financial instruments

 

Actuarial gains (losses) of post-employment benefits

 

Non-controlling shareholders interest change

 

Total

Balance as of December 31, 2019

(296,132)

 

205

 

(47,759)

 

197,369

 

(146,317)

Changes in fair value of financial instruments

(743,922)

 

238

 

-

 

-

 

(743,684)

IRPJ and CSLL on fair value

253,200

 

-

 

-

 

-

 

253,200

Balance as of September 30, 2020

(786,854)

 

443

 

(47,759)

 

197,369

 

(636,801)

 

 

Fair value of cash flow hedging instruments

 

Fair value of financial instruments

 

Actuarial gains (losses) of post-employment benefits

 

Non-controlling shareholders interest change

 

Total

Balance as of December 31, 2018

(243,336)

 

(273)

 

(17,749)

 

197,369

 

(63,989)

Changes in fair value of financial instruments

(157,231)

 

719

 

-

 

-

 

(156,512)

IRPJ and CSLL on fair value

53,476

 

-

 

-

 

-

 

53,476

Actuarial gain of post-employment benefits

-

 

-

 

238

 

-

 

238

Balance as of September 30, 2019

(347,091)

 

446

 

(17,511)

 

197,369

 

(166,787)

 

g.2 Cumulative Translation Adjustments             

 

The change in exchange rates on assets, liabilities, and income of foreign subsidiaries that have functional currency other than the presentation currency of the Company and an independent administration (see Note 2.s.1) and the exchange rate variation on notes in the foreign market (see Note 33.h.3) is directly recognized in the 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.


94


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

Balance and changes in cumulative translation adjustments of the Company are as follows:

 

 

09/30/2020

 

09/30/2019

Initial balance

102,427

 

65,857

Currency adjustment translation of foreign subsidiaries

299,625

 

44,418

Effect of foreign currency exchange rate variation on financial instruments

(152,950)

 

(31,864)

IRPJ and CSLL on exchange variation

52,003

 

10,834

Final balance

301,105

 

89,245

             

h.  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 equity until the Shareholders approve them. The proposed dividends payable as of December 31, 2019 in the amount of R $ 261,470 (R $ 0.24 twenty-four cents of Brazilian Real per share), were approved by the Board of Directors on February 19, 2020, and were paid as of March 6, 2020.

 

Balances and changes in dividends payable are as follows:

 

 

Parent

 

Consolidated

Balance as of December 31, 2019

14,689

 

16,694

Provisions

261,470

 

264,262

Payments

(261,409)

 

(264,487)

Balance as of September 30, 2020 

14,750

 

16,469


95


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

26. Net revenue from sale and services (Consolidated)

 

 

09/30/2020

 

09/30/2019

Gross revenue from sale

61,874,881

 

69,274,939

Gross revenue from services

679,488

 

640,879

Sales taxes

(3,068,529)

 

(2,912,201)

Discounts and sales returns

(1,237,466)

 

(1,114,791)

Amortization of contractual assets with customers (see Note 11)

(224,441)

 

(273,383)

Deferred revenue (see Note 23)

1,517

 

19,745

Net revenue from sales and services

58,025,450

 

65,635,188

 

27. Expenses by nature (Consolidated)

 

The Company presents its expenses by function in the consolidated statement of profit or loss and presents below its expenses by nature:

 

 

Parent

 

Consolidated

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Raw materials and materials for use and consumption

-

 

-

 

52,686,638

 

60,068,058

Personnel expenses

108,039

 

7,556

 

1,647,883

 

1,840,508

Freight and storage

-

 

-

 

1,030,089

 

872,565

Depreciation and amortization

1,877

 

-

 

698,363

 

623,620

Amortization of right to use assets

3,238

 

-

 

242,147

 

219,225

Advertising and marketing

278

 

13

 

114,059

 

143,398

Services provided by third parties

17,800

 

9,600

 

236,358

 

250,457

Other expenses

12,506

 

2,238

 

201,794

 

349,949

Allocation of corporate expenses

(143,738)

 

(19,407)

 

-

 

-

Total

-

 

-

 

56,857,331

 

64,367,780

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

-

 

-

 

53,925,516

 

61,161,756

Selling and marketing

-

 

-

 

1,854,841

 

1,961,011

General and administrative

-

 

-

 

1,076,974

 

1,245,013

Total

-

 

-

 

56,857,331

 

64,367,780

 

28. Gain (loss) on disposal of PP&E and intangibles (Consolidated) 

 

The gain or loss is determined as the difference between the selling price and residual book value of the investment, PP&E, and intangible asset disposed of. For the nine-month period ended September 30, 2020, the gain was R$ 35,926 (gain of R$ 908 as of September 30, 2019), represented primarily from sale of PP&E.


96


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated) 

 

29. Other operating income, net (Consolidated)

 

 

09/30/2020

 

09/30/2019

Commercial partnerships (1)

19,813

 

32,668

Merchandising (2)

22,147

 

20,001

Loyalty program (3)

128

 

4,833

Ultracargo – fire accident in Santos (4)

-

 

(2,822)

Extraordinary tax credits (5)

138,120

 

98,496

Conduct adjustment commitment – Tequimar (6)

-

 

(65,539)

Provision for decarbonization obligation (7)

(66,374)

 

-

Others

412

 

12,397

Other operating income, net

114,247

 

100,034

 

(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 22.b.2.4.

 

(5) Refers substantially to Oxiteno S.A., Ipiranga, Oleoquimica, EMCA, Tequimar, Ultracargo and Tropical PIS and COFINS credits (see Note 7.a.2), and 2019 substantially to Extrafarma, Ipiranga and Iconic credits

 

(6) For more information, see Note 22.b.2.4.

 

(7) Refers to the obligation adopted by the Brazilian National Biofuels Policy – RenovaBio (implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy) to set decarbonization targets for its sector.


97


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated) 

 

30. Financial income (Expense)

 

 

Parent

 

Consolidated

 

09/30/2020

 

09/30/2019

 

09/30/2020

 

09/30/2019

Financial income:

 

 

 

 

 

 

 

Interest on financial investments

33,646

 

60,868

 

110,314

 

245,099

Interest from customers

-

 

-

 

106,796

 

100,921

Changes in subscription warranty – indemnification (see Note 24)

-

 

39,583

 

-

 

39,583

Selic interest on extraordinary PIS/COFINS credits (see Note 7.a.2)

-

 

-

 

82,429

 

11,146

Other financial income

204

 

-

 

7,274

 

5,131

 

33,850

 

100,451

 

306,813

 

401,880

Financial expenses:

 

 

 

 

 

 

 

Interest on loans

(29,551)

 

-

 

(281,010)

 

(266,630)

Interest on debentures

(44,686)

 

(88,550)

 

(250,156)

 

(387,900)

Interest on leases payable 

(3,416)

 

-

 

(109,994)

 

(98,934)

Bank charges, financial transactions tax, and other charges

(1,452)

 

(2,442)

 

(62,272)

 

(47,042)

Exchange variation, net of gains and losses with derivative financial instruments

-

 

25

 

3,162

 

165,361

Changes in subscription warranty – indemnification (see Note 24)

(1,322)

 

-

 

(1,322)

 

-

Interest of provisions, net, and other financial 

-

 

-

 

(11,047)

 

(21,484)

 

(80,427)

 

(90,967)

 

(712,639)

 

(656,629)

Financial income (expense) 

(46,577)

 

9,484

 

(405,826)

 

(254,749)

 

98


Ultrapar Participações S.A. and Subsidiaries 

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

31. 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 24, respectively.

 


09/30/2020

 

09/30/2019

Basic earnings per share

 

 

 

Net income for the period of the Company

467,358

 

640,062

Weighted average shares outstanding (in thousands)

1,088,600

 

1,084,373

Basic earnings per share – R$

0.4293

 

0.5903

Diluted earnings per share

 

 

 

Net income for the period of the Company

467,358

 

640,062

Weighted average shares outstanding (in thousands), including dilution effects

1,095,033

 

1,090,529

Diluted earnings per share – R$

0.4268

 

0.5869

Weighted average shares outstanding (in thousands)

 

 

 

Weighted average shares outstanding for basic per share

1,088,600

 

1,084,373

Dilution effect

 

 

 

     Subscription warrants – indemnification

3,658

 

3,658

     Deferred stock plan

2,775

 

2,498

Weighted average shares outstanding for diluted per share

1,095,033

 

1,090,529

 

Earnings per share were adjusted retrospectively by the issue of 2,195,520 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in note 24

32. 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 North, Northeast and Southeast regions of the country. 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.

 

99


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

a. Financial information related to segments

 

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

 

 

 

09/30/2020

 

09/30/2019

Net revenue from sales and services:

 

 

 

 

Ultragaz

 

5,439,739

 

5,307,121

Ipiranga

 

47,017,149

 

55,219,957

Oxiteno

 

3,733,888

 

3,242,583

Ultracargo

 

478,191

 

387,900

Extrafarma

 

1,469,473

 

1,559,087

Abastece Aí

 

3,893

 

-

 

 

58,142,333

 

65,716,648

Others (1)

 

36,594

 

33,299

Intersegment sales

 

(153,477)

 

(114,759)

Total

 

58,025,450

 

65,635,188

Intersegment sales:

 

 

 

 

Ultragaz

 

3,537

 

2,894

Ipiranga

 

165

 

440

Oxiteno

 

11,354

 

17,434

Ultracargo

 

102,064

 

60,759

 

 

117,120

 

81,527

Others (1)

 

36,357

 

33,232

Total

 

153,477

 

114,759

Net revenue from sales and services, excluding intersegment sales:

 

 

 

 

Ultragaz

 

5,436,202

 

5,304,227

Ipiranga

 

47,016,984

 

55,219,517

Oxiteno

 

3,722,534

 

3,225,149

Ultracargo

 

376,127

 

327,141

Extrafarma

 

1,469,473

 

1,559,087

Abastece Aí

 

3,893

 

-

 

 

58,025,213

 

65,635,121

Others (1)

 

237

 

67

Total

 

58,025,450

 

65,635,188

Operating income (expense):

 

 

 

 

Ultragaz

 

401,450

 

251,823

Ipiranga

 

639,291

 

1,166,702

Oxiteno

 

212,775

 

4,454

Ultracargo

 

196,929

 

48,105

Extrafarma

 

(65,921)

 

(79,389)

Abastece Aí

 

(28,808)

 

-

Corporation (2)

 

(67,386)

 

(53,543)

 

 

1,288,330

 

1,338,152

Others (1)

 

884

 

2,693

Total

 

1,289,214

 

1,340,845

 

100


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

09/30/2020

 

09/30/2019

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

 

 

 

 

Ultragaz

 

(48)

 

4

Ipiranga

 

848

 

1,323

Oxiteno

 

595

 

597

Ultracargo

 

574

 

1,728

 

 

1,969

 

3,652

Others (3)

 

(32,484)

 

(21,947)

Total

 

(30,515)

 

(18,295)

Income before financial result, income and social contribution taxes

 

1,258,699

 

1,322,550

Financial result, net

 

(405,826)

 

(254,749)

Income before income and social contribution taxes

 

852,873

 

1,067,801

Additions to PP&E and intangible assets (excluding intersegment account balances):

 

 

 

 

Ultragaz

 

206,986

 

160,250

Ipiranga

 

200,113

 

226,246

Oxiteno

 

131,906

 

185,454

Ultracargo

 

118,268

 

128,316

Extrafarma

 

28,441

 

59,457

Abastece Aí

 

388

 

-

 

 

686,102

 

759,723

Others (1)

 

25,425

 

10,130

Total additions to PP&E and intangible assets (see Notes 14 and 15)

 

711,527

 

769,853

Asset retirement obligation – fuel tanks (see Note 21)

 

(122)

 

(248)

Provision for demobilization of machinery and equipment

 

(406)

 

-

Capitalized borrowing costs

 

(11,577)

 

(23,961)

Total investments in PP&E and intangible assets (cash flow)

 

699,422

 

745,644

Addition on contractual assets with customers – exclusive rights (see Note 11):

 

 

 

 

Ipiranga

 

291,953

 

231,737

Ultragaz

 

4,812

 

-

Total

 

296,765

 

231,737

 

101


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

 

 

09/30/2020

 

09/30/2019

Depreciation of PP&E and amortization of intangible assets charges:

 

 

 

 

Ultragaz

 

142,356

 

140,394

Ipiranga

 

229,773

 

218,171

Oxiteno

 

194,397

 

149,663

Ultracargo

 

48,659

 

43,861

Extrafarma

 

62,491

 

60,197

Abastece Aí

 

6,708

 

-

 

 

684,384

 

612,286

Others (1)

 

13,979

 

11,334

Total

 

698,363

 

623,620

Amortization of contractual assets with customers – exclusive rights (see Note 11):

 

 

 

 

Ipiranga

 

223,217

 

273,327

Ultragaz

 

1,224

 

56

Total

 

224,441

 

273,383

Amortization of right to use assets:

 

 

 

 

Ultragaz

 

29,792

 

22,522

Ipiranga

 

131,145

 

118,305

Oxiteno

 

9,638

 

7,008

Ultracargo

 

14,351

 

16,468

Extrafarma

 

53,675

 

54,890

Abastece Aí

 

15

 

-

 

 

238,616

 

219,193

Others (1)

 

3,531

 

32

Total

 

242,147

 

219,225

 

 

 

09/30/2020

 

12/31/2019

Total assets (excluding intersegment account balances):

 

 

 

 

Ultragaz

 

2,907,019

 

2,998,623

Ipiranga

 

18,917,916

 

16,278,320

Oxiteno

 

9,204,465

 

7,453,476

Ultracargo

 

2,173,578

 

1,871,799

Extrafarma

 

1,824,683

 

2,060,182

Abastece Aí

 

84,167

 

-

 

 

35,111,828

 

30,662,400

Others (1)

 

1,500,225

 

533,072

Total

 

36,612,053

 

31,195,472

 

(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.

 

(2) Expenses related to Ultrapar’s holding structure, including the Presidency, CA and CF, advisory comittees to the CA and Human Capital board and Risks, Compliance and Audit.

 

(3) Includes the share of profit (loss) in the joint ventures ConectCar and RPR.


102


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. 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:

 

 

09/30/2020

 

12/31/2019

United States of America

1,262,006

 

909,787

Mexico

170,355

 

124,809

Uruguay

100,178

 

74,732

 

1,532,539

 

1,109,328

 

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

 

 

09/30/2020

 

09/30/2019

Net revenue from sale and services:

 

 

 

Brazil

56,622,321

 

64,606,946

Mexico

179,287

 

164,619

Uruguay

49,937

 

29,988

Other Latin American countries

457,596

 

317,937

United States of America and Canada

445,594

 

326,999

Far East

75,979

 

55,783

Europe

117,597

 

85,968

Other

77,139

 

46,948

Total

58,025,450

 

65,635,188

 

Sales to the foreign market are made substantially by the Oxiteno segment.


103


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

33. Risks and financial instruments (Consolidated)

 

a. 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 policy for the management of resources, financial instruments, and risks approved by its CA (“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 market risks (currencies, interest rates and commodities), liquidity and credit. The governance of the management of financial risks follows the segregation of duties below:

 

The execution of the Policy has done by corporate financial board, through its treasury department, with the assistance of the accounting, legal and tax departments.

 

The monitoring of compliance of the Policy and possible issues is the responsibility of the Risk and Investment Committee, (“Committee”), which is composed of CFO, Treasury Director, Controller and other directors designated by the CFO. The Committee holds quarterly meetings and monitors the risk standards established by the Policy through a monitoring map on a monthly basis.

 

Approval of the Policy and the periodic assessment of Company exposure to financial risks are subject to the approval of the CA of Ultrapar.

 

The Audit and Risks Committee (“CAR”) advises the CA in the assessment of controls, management and exposure of financial risks and revision of Policy. The Risk, Compliance and Audit board monitors of standards compliance of the Policy and reports to the CAR the risks exposure and compliance or noncompliance of the Policy.

 

104


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

b. 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 risks of the Company and its subsidiaries and their exposure to changes in exchange rates. The Company considers as its main currency exposures the changes in assets and liabilities in foreign currency.

 

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:

 

b.1 Assets and liabilities in foreign currencies

 

 

09/30/2020

 

12/31/2019

Assets in foreign currency

 

 

 

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

2,587,869

 

455,620

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

331,487

 

213,544

Other assets

1,851,043

 

1,445,022

 

4,770,399

 

2,114,186

Liabilities in foreign currency

 

 

 

Financing in foreign currency, gross of transaction costs and discount

(10,135,021)

 

(6,895,052)

Payables arising from imports, net of advances to foreign suppliers

(996,653)

 

(344,523)

 

(11,131,674)

 

(7,239,575)

Foreign currency hedging instruments

4,322,379

 

3,636,418

Net liability position – total

(2,038,896)

 

(1,488,971)

Net asset (liability) position – income statement effect

(27,610)

 

452,178

Net liability position – equity effect

(2,011,286)

 

(1,941,149)


105


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


b.2 Sensitivity analysis of assets and liabilities in foreign currency

 

Scenarios I, II and III were based on 10%, 25% and 50% variations, respectively, applied on the net position of the Company exposed to the currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement and the equity:

 

The table below shows, in the three scenarios, the effects of exchange rate changes on the net liability position of R$ 2,038,896 in foreign currency as of September 30, 2020:

 

 

Risk

Scenario I


Scenario II


Scenario III

 

 

Base


25%


50%

(1) Income statement effect

Real devaluation

(2,761)


(6,903)


(13,805)

(2) Equity effect

(201,129)


(502,821)


(1,005,643)

   (1) + (2)

Net effect

(203,890)


(509,724)


(1,019,448)

(3) Income statement effect

Real appreciation

2,761


6,903


13,805

(4) Equity effect

201,129


502,821


1,005,643

   (3) + (4)

Net effect

203,890


509,724


1,019,448

 

The table below shows, in the three scenarios, the effects of exchange rate changes on the net liability position of R$ 1,488,971 in foreign currency as of December 31, 2019:

 

 

Risk

Scenario I


Scenario II


Scenario III

 

 

Base


25%


50%

(1) Income statement effect

Real devaluation

45,218


113,045


226,089

(2) Equity effect

(194,115)


(485,287)


(970,575)

   (1) + (2)

Net effect

(148,897)


(372,242)


(744,486)

(3) Income statement effect

Real appreciation

(45,218)


(113,045)


(226,089)

(4) Equity effect

194,115


485,287


970,575

   (3) + (4)

Net effect

148,897


372,242


744,486

 

The equity effect refers to cumulative translation adjustments of changes in the exchange rate on equity of foreign subsidiaries (see Notes 2.s.1 and 25.g.2), net investments hedge in foreign entities, cash flow hedge of firm commitment and highly probable transaction (see Note 2.c and “h. Hedge Accounting below).

 

c. Interest rate risk

 

The Company and its subsidiaries adopt 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 DI, as set forth in Note 4. Borrowings primarily relate to financing from Banco do Brasil, as well as debentures and borrowings in foreign currency, as shown in Note 16.

 

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


106


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


c.1 Assets and liabilities exposed to floating interest rates

 

The financial assets and liabilities exposed to floating interest rates are demonstrated below:

 

 

Note

09/30/2020

 

12/31/2019

DI

 

 

 

 

Cash equivalents

4.a

2,639,355

 

1,780,939

Financial investments

4.b

3,073,361

 

2,610,686

Asset position of foreign exchange hedging instruments – DI

33.g

-

 

19,323

Loans and debentures

16.a

(7,412,529)

 

(6,268,615)

Liability position of foreign exchange hedging instruments – DI

33.g

(2,124,304)

 

(3,318,289)

Liability position of fixed interest instruments + IPCA – DI

33.g

(1,312,870)

 

(821,902)

Net liability position in DI

 

(5,136,987)

 

(5,997,858)

TJLP

 

 

 

 

Loans –TJLP

16.a

(42,397)

 

(103,945)

Net liability position in TJLP

 

(42,397)

 

(103,945)

LIBOR

 

 

 

 

Asset position of foreign exchange hedging instruments – LIBOR

33.g

281,622

 

850,307

Loans – LIBOR

16.a

(624,603)

 

(1,457,263)

Net liability position in LIBOR

 

(342,981)

 

(606,956)

SELIC

 

 

 

 

Loans – SELIC

16.a

(442)

 

(30,392)

Net liability position in SELIC

 

(442)

 

(30,392)

Total net liability position exposed to floating interest

 

(5,522,807)

 

(6,739,151)

 

107


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


c.2 Sensitivity analysis of floating interest rate risk

 

For sensitivity analysis of floating interest rate risk, the Company used the accumulated amount of the reference indexes (DI, TJLP, LIBOR and SELIC) as a base scenario. Scenarios I, II and III were based on 10%, 25% and 50% variations, respectively, applied in the floating interest rate of the base scenario:

 

The tables below show the incremental expenses and income that would be recognized in financial income, due to the effect of floating interest rate changes in different scenarios.

 

 

 

09/30/2020

 

Risk

Scenario I

Scenario II

Scenario III

 

 

Base

25%

50%

Exposure of interest rate risk

 

 

 

 

Interest effect on cash equivalents and financial

Increase in DI

10,523

26,307

52,614

Interest effect on debt in DI

Increase in DI

(16,233)

(40,581)

(81,163)

Interest rate hedging instruments (liabilities in DI) effect

Increase in DI

(1,645)

(11,428)

(27,733)

Incremental expenses

 

(7,355)

(25,702)

(56,282)

Interest effect on debt in TJLP

Increase in TJLP

(280)

(700)

(1,400)

Incremental expenses

 

(280)

(700)

(1,400)

Foreign exchange hedging instruments (assets in LIBOR) effect

Increase in LIBOR

605

1,512

3,023

Interest effect on debt in LIBOR

Increase in LIBOR

(1,340)

(3,350)

(6,700)

Incremental expenses

 

(735)

(1,838)

(3,677)

Interest effect on debt in SELIC

Increase in SELIC

(44)

(111)

(222)

Incremental expenses

 

(44)

(111)

(222)

 

108


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


 

 

12/31/2019

 

Risk

Scenario I

Scenario II

Scenario III

 

 

Base

25%

50%

Exposure of interest rate risk

 

 

 

 

Interest effect on cash equivalents and financial

Increase in DI

29,304

73,261

146,522

Foreign exchange hedging instruments (assets in DI)

Increase in DI

55

137

274

Interest effect on debt in DI

Increase in DI

(44,469)

(111,173)

(222,345)

Interest rate hedging instruments (liabilities in DI) effect

Increase in DI

(39,175)

(85,571)

(162,897)

Incremental expenses

 

(54,285)

(123,346)

(238,446)

Interest effect on debt in TJLP

Increase in TJLP

(1,213)

(3,033)

(6,065)

Incremental expenses

 

(1,213)

(3,033)

(6,065)

Foreign exchange hedging instruments (assets in LIBOR) effect

Increase in LIBOR

1,722

4,305

8,609

Interest effect on debt in LIBOR

Increase in LIBOR

(3,551)

(8,876)

(17,753)

Incremental expenses

 

(1,829)

(4,571)

(9,144)

Interest effect on debt in SELIC

Increase in SELIC

(251)

(628)

(1,257)

Incremental expenses

 

(251)

(628)

(1,257)

 

d. 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 (see Note 4), and trade receivables (see Note 5).

 

d.1 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.


109


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

d.2 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 (S&P, Moody’s and Fitch) 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.

 

The credit risk of financial institution and government of cash, cash equivalents and financial investments is summarized below:

 

 

 

Fair value

Counterparty credit rating

 

09/30/2020

 

12/31/2019

AAA

 

7,353,934

 

4,906,077

AA

 

136,453

 

331,512

A

 

2,201,853

 

418,020

BBB

 

105,549

 

56,488

Total

 

9,797,789

 

5,712,097

 

d.3 Customer credit risk

 

The credit policy establishes the analysis of the profile of each new customer, individually, regarding their financial condition. The review carried out by the subsidiaries of the Company includes the evaluation of external ratings, when available, financial statements, credit bureau information, industry information and, when necessary, bank references. Credit limits are established for each customer and reviewed periodically, in a shorter period the greater the risk, depending on the approval of the responsible area in cases of sales that exceed these limits.

 

In monitoring credit risk, customers are grouped according to their credit characteristics and depending on the business the grouping takes into account, for example, whether they are natural or legal clients, whether they are wholesalers, resellers or final customers, considering also the geographic area.

 

The expected of credit losses are calculated by the expected loss approach based on the probability of default rates. Loss rates are calculated on the basis of the average probability of a receivable amount to advance through successive stages of default until full write-off. The probability of default calculation takes into account a credit risk score for each exposure, based on data considered to be capable of foreseeing the risk of loss (external classifications, audited financial statements, cash flow projections, customer information available in the press, for example), with addition of the credit assessment based on experience.

 

Such credit 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.


110


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

The subsidiaries of the Company request guarantees related to trade receivables and other receivables in specific situations to customers, but these guarantees don’t influence in the calculation of risk of loss. The subsidiaries of the Company maintained the following allowance for expected losses on doubtful accounts balances on trade receivables:

 

 

09/30/2020

 

12/31/2019

Ipiranga

462,944

 

447,235

Ultragaz

113,473

 

94,985

Oxiteno

17,778

 

13,252

Extrafarma

94

 

3,419

Ultracargo

1,616

 

2,001

Total

595,905

 

560,892

 

The table below presents information about credit risk exposure:

 

 

09/30/2020

 

12/31/2019

 

Weighted average rate of losses

 

Accounting balance

 

Provision for losses

 

Weighted average rate of losses

 

Accounting balance

 

Provision for losses

Current

1.6%

 

3,681,112

 

58,618

 

1.3%

 

3,843,803

 

50,198

less than 30 days

1.7%

 

139,536

 

2,373

 

2.1%

 

185,612

 

3,975

31-60 days

7.5%

 

43,381

 

3,275

 

7.1%

 

37,801

 

2,688

61-90 days

5.9%

 

50,959

 

3,028

 

20.4%

 

24,861

 

5,062

91-180 days

31.9%

 

83,862

 

26,747

 

41.8%

 

91,633

 

38,337

more than 180 days

54.9%

 

913,797

 

501,864

 

53.1%

 

867,618

 

460,632

 

 

 

4,912,647

 

595,905

 

 

 

5,051,328

 

560,892

 

The information about expected losses on doubtful accounts balances by geographic area are as follows:

 

 

09/30/2020

 

12/31/2019

Brazil

583,826

 

550,928

Mexico

-

 

1,123

Uruguay

89

 

267

Other Latin American countries

713

 

561

United States of America and Canada

1,281

 

889

Europe

9,913

 

7,075

Others

83

 

49

 

595,905

 

560,892

 

For further information about the allowance for expected losses on doubtful accounts, see Notes 5.a and 5.b. 


111


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

d.4 Price risk

 

The Company and its subsidiaries are exposed to commodity price risk, due the fluctuation in prices for diesel and gasoline, among others.

 

To mitigate the risk of the fluctuation of diesel and gasoline prices, the Company and its subsidiaries permanently monitor the market, seeking to protection of price movements through hedge transactions for cargo purchased in the international market, used contracts of derivative for heating oil (diesel) and RBOB (gasoline) traded on the stock exchange. These products are traded on the stock exchange and are subjected to the impacts of macroeconomic and geopolitical factors outside the control of the Company and its subsidiaries.

 

 

The table below shows the positions of derivative financial instruments to hedge commodity price risk at September 30, 2020:

 

Derivative

 

Contract

 

Notional amount (m3)

 

Notional amount (USD thousands)

 

Fair value

 

 

Position

 

Product

 

Maturity

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$ thousands

 

R$ thousands

Term

 

Sold

 

Heating Oil

 

oct-20

 

184,743

 

76,950

 

55,227

 

40,529

 

(5,671)

 

(2,378)

Term

 

Sold

 

RBOB

 

oct-20

 

74,246

 

64,867

 

23,224

 

29,243

 

269

 

1,107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,402)

 

(1,271)

 

112


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

e. 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 totaled R$ 4,266,065, including estimated interests on loans (for quantitative information, see Note 16.a). Furthermore, the investment initially planned for 2020 totaled R$ 1,770,714. Until third quarter, the amount of R$ 1,003,656 had been realized. On September 30, 2020, the Company and its subsidiaries had R$ 8,579,036 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, 2020 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.

 

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)

21,731,066

4,266,065

6,609,060

2,067,551

8,788,390

Currency and interest rate hedging instruments (3)

803,953

367,344

87,218

139,905

209,486

Trade payables

3,447,392

3,447,392

-

-

-

Leases payable

2,752,451

303,766

1,236,791

607,468

604,426

 

(1) To calculate the estimated interest on loans some macroeconomic assumptions were used, including averaging for the period the following: (i) DI of % 1.96% to 2020, 2.76% to 2021, 4.22% to 2022 and 5.51% to 2023; (ii) exchange rate of the Real against the U.S. dollar of R$ 5.09 in 2020, R$ 4.75 in 2021, R$ 4.32 in 2022, R$ 4.17 in 2023, R$ 4.20 in 2024, R$ 4.22 in 2025, R$ 4.24 in 2026, R$ 4.26 in 2027, R$ 4.28 in 2028 and R$ 4.30 in 2029; (iii) TJLP of 4.55%; (iv) IGP-M of 16.80% in 2020, 4.11% in 2021, 3.50% in 2022, 3.37% as from 2023; (v) IPCA of 2.5% in 2020, 2.8% in 2021, 3.0% as from 2022 (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 30, 2020 and on the futures curve of LIBOR (ICE Intercontinental Exchange) and commodities heating oil contracts and RBOB quoted on New York Mercantile Exchange (“NYMEX”) on September 30, 2020. In the table above, only the hedging instruments with negative results at the time of settlement were considered.


113


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

f. 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 16). 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.

 

g. 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.

 


114


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

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

 

Designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Rates agreement

 

Maturity

 

Note

 

Notional amount 1

 

Fair value

 

 

 

 

Assets

Liabilities

 

 

 

 

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Foreign exchange swap

 

Debt

 

USD + 4.58 %

103.9% DI

 

nov-23

 

33.h.1

 

USD 185,000

 

USD 245,000

 

381,483

 

69,298

Foreign exchange swap

 

Debt

 

USD + LIBOR-3M + 1.14%

105.0% DI

 

jun-22

 

33.h.1

 

USD 50,000

 

USD 150,000

 

115,459

 

74,970

Interest rate swap

 

Debt

 

4.57% + IPCA

95.8% DI

 

dec-25

 

33.h.1

 

R$ 806,054

 

R$ 806,054

 

178,412

 

144,123

Interest rate swap

 

Debt

 

6.47%

99.9% DI

 

nov-24

 

33.h.1

 

R$ 90,000

 

R$ 90,000

 

2,103

 

584

Term

 

Firm commitments

 

BRL

Heating Oil / RBOB

 

oct-20

 

33.h.1

 

USD 78,450

 

-

 

(5,402)

 

-

NDF

 

Firm commitments

 

BRL

USD

 

oct-20

 

33.h.1

 

USD 67,711

 

-

 

(7,385)

 

-

Zero Cost Collar

 

Operating margin

 

Put USD 3.86

Call USD 4.33

 

dec-20

 

33.h.2

 

USD 97,500

 

USD 60,000

 

(129,811)

 

(121)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

534,859

 

288,854

 


115


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

Not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

Hedged object

 

Rates agreement

 

Maturity

 

Notional amount 1

 

Fair value

 

 

 

 

Assets

Liabilities

 

 

 

09/30/2020

 

12/31/2019

 

09/30/2020

 

12/31/2019

Foreign exchange swap

 

Debt

 

USD + 0.18%

55.5% DI

 

jun-29

 

USD 320,000

 

USD 853,000

 

647,658

 

353,451

NDF

 

Firm commitments

 

BRL

USD

 

mar-21

 

USD 243,619

 

USD 71,600

 

61,105

 

(1,080)

NDF

 

Operating margin

 

MXN

USD

 

dec-20

 

USD 1,500

 

-

 

(23)

 

-

Interest rate swap

 

Debt

 

BRL

BRL

 

oct-20

 

R$ 400,000

 

-

 

-

 

-

Foreign exchange swap

 

Debt

 

LIBOR-3M + 2.0%

105.9% DI

 

jun-20

 

-

 

USD 60,000

 

-

 

48,535

Foreign exchange swap

 

Firm commitments

 

USD + 0.00%

33.5% DI

 

may-20

 

-

 

USD 17,896

 

-

 

(2,203)

Foreign exchange swap

 

Operating margin

 

34.8% DI

USD + 0.00%

 

feb-20

 

-

 

USD 4,680

 

-

 

612

Term

 

Firm commitments

 

BRL

Heating oil / RBOB

 

may-20

 

-

 

USD 56,000

 

-

 

(1,271)

 

 

 

 

 

 

 

 

 

 

 

 

 

708,740

 

398,044

 

(1) Currency as indicated.

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


116


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

h. 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.

 

h.1 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.

 

The foreign exchange hedging instruments designated as fair value hedge are:

 

In thousands, except the DI %

09/30/2020

 

12/31/2019

Notional amount – US$

235,000

 

395,000

Result of hedging instruments – gain/(loss) – R$

676,657

 

79,466

Fair value adjustment of debt – R$

(20,416)

 

(36,764)

Financial expense in the statements of profit or loss – R$

(585,417)

 

(130,320)

Average effective cost – DI %

104.4

 

104.4

 

For more information, see Note 16.c.1.

 

The interest rate hedging instruments designated as fair value hedge are:

 

In thousands, except the DI %

09/30/2020

 

12/31/2019

Notional amount – US$

806,054

 

806,054

Result of hedging instruments – gain/(loss) – R$

33,560

 

72,957

Fair value adjustment of debt – R$

(3,455)

 

(76,992)

Financial expense in the statements of profit or loss – R$

(613)

 

(68,054)

Average effective cost – DI %

95.8

 

95.8

 

For more information, see Notes 16.g.2, 16.g.4 and 16.g.6.


117


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

In thousands, except the DI %

09/30/2020

 

12/31/2019

Notional amount – US$

90,000

 

90,000

Result of hedging instruments – gain/(loss) – R$

1,027

 

584

Fair value adjustment of debt – R$

922

 

(208)

Financial expense in the statements of profit or loss – R$

3,445

 

(377)

Average effective cost – DI %

99.9

 

99.9

 

For more information, see Note 16.g.7.

 

The foreign exchange hedging instruments and commodities designated as fair value hedge are as described below. The purpose of this relationship is to transform the cost of the imported product from fixed to variable until the moment of blend the fuel, as occurs with the price practiced in its sales. The subsidiary Ipiranga realizes these operations with over-the-counter derivatives that are designated in a hedge accouting relationship, as a fair value hedge in an amount equivalent to the inventories of imported product.

 

In thousands, except the DI %

09/30/2020

 

12/31/2019

Notional amount – US$

146,161

 

-

Result of hedging instruments – gain/(loss) – R$

(32,031)

 

-

Fair value adjustment of inventories – R$

5,493

 

-

 

h.2 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, 2020, the notional amount of foreign exchange hedging instruments for highly probable future transactions designated as cash flow hedge, related to notes in the foreign market totaled US$ 488,572 (US$ 550,000 on December 31, 2019). On September 30, 2020, the unrealized loss of Other comprehensive income is R$ 485,039 (loss of R$ 293,277 on December 31, 2019), net of deferred IRPJ and CSLL.

 

On September 30, 2020, the notional amount of foreign exchange hedging instruments for highly probable future transactions designated as cash flow hedge, related to future sales revenues of Oxiteno (zero cost collars) totaled US$ 97,500 (US$ 60,000 on December 31, 2019). On September 30, 2020, the unrealized loss of “Other comprehensive income” is R$ 6,468 (loss of R$ 74 on December 31, 2019), net of deferred IRPJ and CSLL and a expense in the amount of R$ 119,890 in the financial income.


118


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

h.3 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, 2020, 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$ 95,000 (US$ 95,000 on December 31, 2019).On September 30, 2020, the unrealized loss of “Other comprehensive income” is R$ 100,947 (loss of R$ 55,682 on December 31, 2019), net of deferred income and social contribution taxes. The effects of exchange rate changes on investments and hedging instruments were offset in equity.

 

i. Gains (losses) on hedging instruments

 

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

 

 

09/30/2020

 

Profit or loss

 

Equity

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

577,332

 

-

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

(349,399)

 

(6,468)

c – Interest rate swaps in R$ (iii)

33,575

 

-

d – Non-derivative financial instruments (iv)

(1,153,107)

 

(934,945)

Total

(891,599)

 

(941,413)

 

 

09/30/2019

 

12/31/2019

 

Profit or loss

 

Equity

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

307,963

 

-

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

(1,792)

 

(80)

c – Interest rate swaps in R$ (iii)

(1,872)

 

-

d – Non-derivative financial instruments (iv)

(244,400)

 

(348,959)

Total

59,899

 

(349,039)

 

(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; and

 

(iv) Considers the results of notes in the foreign market (for further information see Note 16.b).


119


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)

 

j. 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:

 

 

 

 

09/30/2020

 

12/31/2019

 

Category

Note

Carrying value

 

Fair

value

 

Carrying value

 

Fair

value

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Cash and bank

Measured at amortized cost

4.a

306,784

 

306,784

 

284,992

 

284,992

Financial investments in local currency

Measured at fair value through other comprehensive income

4.a

2,639,355

 

2,639,355

 

1,780,939

 

1,780,939

Financial investments in foreign currency

Measured at fair value through profit or loss

4.a

50,194

 

50,194

 

49,448

 

49,448

Financial investments:

 

 

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

4.b

2,847,119

 

2,847,119

 

1,937,967

 

1,937,967

Fixed-income securities and funds in local currency

Measured at fair value through other comprehensive income

4.b

147,874

 

147,874

 

595,816

 

595,816

Fixed-income securities and funds in local currency

Measured at amortized cost

4.b

78,368

 

78,368

 

76,904

 

76,904

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

4.b

2,425,276

 

2,425,276

 

303,417

 

303,417

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

4.b

1,302,819

 

1,302,819

 

682,615

 

682,615

Trade Receivables

Measured at amortized cost

5.a

3,390,555

 

3,372,613

 

3,689,500

 

3,663,247

Reseller Financing

Measured at amortized cost

5.b

926,187

 

923,359

 

800,936

 

839,090

Total

 

 

14,114,531

 

14,093,761

 

10,202,534

 

10,214,435

Financial liabilities:

 

 

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

16.a

1,409,575

 

1,409,575

 

1,666,092

 

1,666,092

Financing

Measured at amortized cost

16.a

10,691,400

 

10,687,310

 

6,008,414

 

7,268,742

Debentures

Measured at amortized cost

16.a

5,445,686

 

5,331,188

 

5,657,339

 

5,603,669

Debentures

Measured at fair value through profit or loss

16.a

1,065,279

 

1,065,279

 

1,030,892

 

1,030,891

Leases payable

Measured at amortized cost

13

1,831,773

 

1,831,773

 

1,588,673

 

1,588,673

Commodities, currency and interest rate hedging instruments

Measured at fair value through profit or loss

16.a

143,986

 

143,986

 

29,985

 

29,985

Trade payables

Measured at amortized cost

17

3,447,392

 

3,422,092

 

2,700,071

 

2,678,808

Subscription warrants – indemnification

Measured at fair value through profit or loss

24

70,481

 

70,481

 

130,657

 

130,657

Total

 

 

24,105,572

 

23,961,684

 

18,812,123

 

19,997,517

 

120


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate 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 the Company calculates their fair value through methodologies commonly used for mark to the market.

The fair value of trade receivables and trade payables are approximate to their carrying values.

The subscription warrants – indemnification was 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 24).

The fair value calculation of notes in the foreign market is based on the quoted price in an active market (see Note 16.b).

 

The fair value of other financial investments, financing and leases payable 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 the date of the interim financial information. 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 financial assets or 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, financial investments classified as measured at fair value through profit or loss and financial investments that are classified as measured at fair value through other comprehensive income (see Note 4.b), (ii) loans and financing measured at fair value through profit or loss (see Note 16.a), (iii) guarantees to customers that have vendor arrangements (see Note 16.i), which are measured at fair value through profit or loss, and (iv) subscription warrants – indemnification, which are measured at fair value through profit or loss (see Note 24). Cash, banks, trade receivables and reseller financing are classified as measured at amortized cost. Trade payables, leases payable and other payables are classified as financial liabilities measured at amortized cost.


121


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


j.1 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).

 


122


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


The table below shows the categories of the financial assets and financial liabilities:

 

 

Category

Note

09/30/2020

 

Level 1

 

Level 2

Financial assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

Cash and bank

Measured at amortized cost

4.a

306,784

 

306,784

 

-

Financial investments in local currency

Measured at fair value through other comprehensive income

4.a

2,639,355

 

-

 

2,639,355

Financial investments in foreign currency

Measured at fair value through profit or loss

4.a

50,194

 

50,194

 

-

Financial investments:

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

4.b

2,847,119

 

2,847,119

 

-

Fixed-income securities and funds in local currency

Measured at fair value through other comprehensive income

4.b

147,874

 

-

 

147,874

Fixed-income securities and funds in local currency

Measured at amortized cost

4.b

78,368

 

-

 

78,368

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

4.b

2,425,276

 

953,013

 

1,472,263

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

4.b

1,302,819

 

-

 

1,302,819

Trade Receivables

Measured at amortized cost

5.a

3,372,613

 

-

 

3,372,613

Reseller Financing

Measured at amortized cost

5.b

923,359

 

-

 

923,359

Total

 

 

14,093,761

 

4,157,110

 

9,936,651

Financial liabilities:

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

16.a

1,409,575

 

-

 

1,409,575

Financing

Measured at amortized cost

16.a

10,687,310

 

7,995,113

 

2,692,197

Debentures

Measured at amortized cost

16.a

5,331,188

 

-

 

5,331,188

Debentures

Measured at fair value through profit or loss

16.a

1,065,279

 

-

 

1,065,279

Leases payable

Measured at amortized cost

13

1,831,773

 

-

 

1,831,773

Commodities, currency and interest rate hedging instruments

Measured at fair value through profit or loss

16.a

143,986

 

-

 

143,986

Trade payables

Measured at amortized cost

17

3,422,092

 

-

 

3,422,092

Subscription warrants – indemnification (1)

Measured at fair value through profit or loss

24

70,481

 

-

 

70,481

Total

 

 

23,961,684

 

7,995,113

 

15,966,571


123


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


 

Category

Note

12/31/2019

 

Level 1

 

Level 2

Financial assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

Cash and bank

Measured at amortized cost

4.a

284,992

 

284,992

 

-

Financial investments in local currency

Measured at fair value through other comprehensive income

4.a

1,780,939

 

-

 

1,780,939

Financial investments in foreign currency

Measured at fair value through profit or loss

4.a

49,448

 

49,448

 

-

Financial investments:

 

 

 

 

 

 

 

Fixed-income securities and funds in local currency

Measured at fair value through profit or loss

4.b

1,937,967

 

1,937,967

 

-

Fixed-income securities and funds in local currency

Measured at fair value through other comprehensive income

4.b

595,816

 

-

 

595,816

Fixed-income securities and funds in local currency

Measured at amortized cost

4.b

76,904

 

-

 

76,904

Fixed-income securities and funds in foreign currency

Measured at fair value through other comprehensive income

4.b

303,417

 

18,985

 

284,432

Currency and interest rate hedging and commodities instruments

Measured at fair value through profit or loss

4.b

682,615

 

-

 

682,615

Trade Receivables

Measured at amortized cost

5.a

3,663,247

 

-

 

3,663,247

Reseller Financing

Measured at amortized cost

5.b

839,090

 

-

 

839,090

Total

 

 

10,214,435

 

2,291,392

 

7,923,043

Financial liabilities:

 

 

 

 

 

 

 

Financing

Measured at fair value through profit or loss

16.a

1,666,092

 

-

 

1,666,092

Financing

Measured at amortized cost

16.a

7,268,742

 

4,587,932

 

2,680,810

Debentures

Measured at amortized cost

16.a

5,603,669

 

-

 

5,603,669

Debentures

Measured at fair value through profit or loss

16.a

1,030,891

 

-

 

1,030,891

Leases payable

Measured at amortized cost

13

1,588,673

 

-

 

1,588,673

Commodities, currency and interest rate hedging instruments

Measured at fair value through profit or loss

16.a

29,985

 

-

 

29,985

Trade payables

Measured at amortized cost

17

2,678,808

 

-

 

2,678,808

Subscription warrants – indemnification (1)

Measured at fair value through profit or loss

24

130,657

 

-

 

130,657

Total

 

 

19,997,517

 

4,587,932

 

15,409,585

 

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

 

The fair value of trade receivables and trade payables are classified as level 2.


124


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


k. Sensitivity analysis of derivative financial instruments

 

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

 

For the sensitivity analysis of foreign exchange hedging instruments as of September 30, 2020 and December 31, 2019, management adopted as a base scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on B3. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 9.62 (R$ 5.76 as of December 31, 2019) in the base scenario. Scenarios II and III were estimated with a 25% and 50% additional appreciation or depreciation of the Brazilian Real against the base 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 30, 2020 and December 31, 2019, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais 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:

 

09/30/2020

Risk

Scenario I Base

 

Scenario II

 

Scenario III

Currency swaps receivable in U.S. dollars

 

 

 

 

 

 

(1) U.S. Dollar / Real swaps

Dollar appreciation

 

1,300,263

 

2,409,286

 

3,518,309

(2) Debts / firm commitments in dollars

(1,300,260)

 

(2,409,256)

 

(3,518,252)

(1)+(2)

Net effect

3

 

30

 

57

Currency swaps payable in U.S. dollars

 

 

 

 

 

 

(3) Real / U.S. Dollar swaps

Dollar devaluation

532

 

(440,746)

 

(882,024)

(4) Gross margin of Oxiteno/Ipiranga

(532)

 

440,746

 

882,024

(3)+(4)

Net effect

-

 

-

 

-

Options

 

 

 

 

 

 

(5) Options Real / U.S. Dollar swaps

Dollar devaluation

(127,899)

 

-

 

111,378

(6) Gross margin of Oxiteno

127,899

 

-

 

(111,378)

(5)+(6)

Net effect

-

 

-

 

-


125


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


12/31/2019

Risk

Scenario I Base

 

Scenario II

 

Scenario III

Currency swaps receivable in U.S. dollars

 

 

 

 

 

 

(1) U.S. Dollar / Real swaps

Dollar appreciation

 

700,499

 

1,668,202

 

2,635,905

(2) Debts / firm commitments in dollars

(700,465)

 

(1,668,031)

 

(2,635,596)

(1)+(2)

Net effect

34

 

172

 

309

Currency swaps payable in U.S. dollars

 

 

 

 

 

 

(3) Real / U.S. Dollar swaps

Dollar devaluation

376

 

62,559

 

124,742

(4) Gross margin of Oxiteno

(376)

 

(62,559)

 

(124,742)

(3)+(4)

Net effect

-

 

-

 

-

Options

 

 

 

 

 

 

(5) Options Real / U.S. Dollar swaps

Dollar devaluation

-

 

42,101

 

102,917

(6) Gross margin of Oxiteno

-

 

(42,101)

 

(102,917)

(5)+(6)

Net effect

-

 

-

 

-

 

For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais as of September 30, 2020 and December 31, 2019, the Company used the futures curve of the DI x Pre contract quoted on B3 as of September 30, 2020 for each of the swap and debt (hedged item) maturities, to determine the base scenario. Scenarios II and III were estimated based on a 25% and 50% deterioration, respectively, of the base scenario pre-fixed interest rate.

 

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

 

09/30/2020

Risk

Scenario I Base

 

Scenario II

 

Scenario III

Interest rate swap (Real) – Debentures - CRA

 

 

 

 

 

 

(1) Fixed rate swap - DI

Decrease in Pre-fixed rate

(4,688)

 

(231,204)

 

(181,254)

(2) Fixed rate debt

4,688

 

231,204

 

181,254

(1)+(2)

Net effect

-

 

-

 

-

 

12/31/2019

Risk

Scenario I Base

 

Scenario II

 

Scenario III

Interest rate swap (Real) – Debentures - CRA

 

 

 

 

 

 

(1) Fixed rate swap - DI

Decrease in Pre-fixed rate

(195,123)

 

(137,260)

 

(74,027)

(2) Fixed rate debt

195,123

 

137,260

 

74,027

(1)+(2)

Net effect

-

 

-

 

-

 

126


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


For the sensitivity analysis of the commodity price swings hedging instruments on September 30, 2020 and December 31, 2019, the Company used the futures heating oil and gasoline (RBOB) contracts quoted on NYMEX. Scenarios II and III were estimated based on 25% and 50% deterioration, respectively, of the base scenario commodity price.

 

Based on the balances of the hedging instruments and the objects hedged on September 30, 2020 and December 31, 2019, prices were substituted and the variations between the new balance in Reais and the balance in Reais in the report date were calculated in each of the three scenarios. The table below shows the variation of the amounts of the derivative instruments and their objects of hedge, considering the variations in commodity prices in the different scenarios:

 

09/30/2020

Risk

Scenario I Base

 

Scenario II

 

Scenario III

NDF Commodities

 

 

 

 

 

 

(1) NDF Commodities

Decrease in Commodities Price

-

 

1,118,378

 

2,236,757

(2) Gross margin from Ipiranga

-

 

(1,118,378)

 

(2,236,757)

(1)+(2)

Net effect

-

 

-

 

-

 

12/31/2019

Risk

Scenario I Base

 

Scenario II

 

Scenario III

NDF Commodities

 

 

 

 

 

 

(1) NDF Commodities

Decrease in Commodities Price

100,542

 

1,490,893

 

2,881,245

(2) Gross margin from Ipiranga

(100,542)

 

(1,490,893)

 

(2,881,245)

(1)+(2)

Net effect

-

 

-

 

-

 

34. Commitments (Consolidated)

 

a. Contracts 

 

a.1 Subsidiary Tequimar has agreements with CODEBA, with the Complexo Industrial Portuário Governador Eraldo Gueiros and with the company Empresa Maranhense de Administração Portuária, in connection with its port facilities in Aratu, Suape and Itaqui, respectively. Such agreements establish a minimum cargo movement of products, as shown below:

 

Port

Minimum movement per year

Maturity

Aratu

900,000 ton.

2022

Suape

250,000 ton.

2027

Suape

400,000 ton.

2029

Aratu

397,000 ton.

2031

Itaqui

1,222,377 m³

2049

 

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, 2020, these rates were R$ 8.37 and R$ 2.67 per ton for Aratu and Suape, respectively and R$ 0.78 per m³ for Itaqui. According to contractual conditions and tolerances, there are not material pending issues regarding the minimum purchase limitsof the contract.


127


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


a.2 Subsidiary Oxiteno S.A. has a supply agreement with Braskem S.A. which establishes and regulates the conditions for the supply of ethylene to Oxiteno based on the international market for this product. These contracts establish a minimum commitment to according to the table below:

 

Plant

Minimum purchase (tons) per year

Maturity

Camaçari

205,000

2021

Mauá

44,100

2023

 

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.

 

b. Insurance coverage

 

The Company is supported by 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 certain locations are shown below:

 

 

Maximum compensation value (*)

 

Oxiteno

US$ 1,142  

(equivalent to R$ 6,442 milion as of 09/30/2020)

Ipiranga

R$ 1,530

 

Ultracargo

R$ 1,000

 

Ultragaz

R$ 272

 

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 (equivalent to R$ 2,256 million as of September 30, 2020), 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 to indemnify the members of the Board of Directors, fiscal council, directors and executive officers of Ultrapar and its subsidiaries (“Insured”) in the total amount of US$ 80 million (equivalent to R$ 451 million as of September 30, 2020), 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, cyber risks 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.


128


Ultrapar Participações S.A. and Subsidiaries

 

Notes to the Parent’s Separate and Consolidated Interim Financial Information

 

(In thousands of Brazilian Reais, unless otherwise stated)


c. Area port lease 

 

On March 22, 2019, Ultrapar, through its subsidiary IPP, won the port concessions of three areas with minimum storage capacity of 64 thousand m³ located at the port of Cabedelo, in the state of Paraíba, and one area with minimum storage capacity of 66 thousand m³ at the port of Vitória, in the state of Espírito Santo, which will be designated for handling, storage and distribution of fuels. These concessions were carried out by two consortiums of which IPP holds one third of the total participation. For the port of Cabedelo, the companies Nordeste Logística I, Nordeste Logística II and Nordeste Logística III were incorporated, in partnership with Raízen Combustível S.A. and Petrobrás Distribuidora S.A. For the port of Vitória, the company Navegantes was incorporated, in partnership with Raízen Combustível S.A. and Petrobrás Distribuidora S.A. The total investments regarding IPP’s stake sums up to R$160 million for a concession term of 25 years.

 

On April 5, 2019, Company, through its subsidiary IPP and Tequimar, also won three concessions. IPP won two concessions in the port of Miramar, in Belém, state of Pará: (i) area BEL02A, through a consortium 50% owned by IPP,that shall have minimum storage capacity of 41 thousand m³, and (ii) area BEL04, which is currently operated by IPP with minimum storage capacity of 23 thousand m³. Such areas will be operated for at least 15 years, according to the auction notice. For the area BEL02A, Latitude was incorporated, together with Petróleo Sabbá S.A.. Tequimar won the concession of area VDC12 in the port of Vila do Conde, in Barcarena, state of Pará. The minimum storage capacity will be 59 thousand m³. The area will be operated by Tequimar for at least 25 years, according to the auction notice. For the area VDC12, Tequimar Vila do Conde Logística Portuária S.A. was incorporated (see Note 3.b). The estimated investments regarding the participation of IPP and Tequimar sums up to R$ 450 million, approximately, to be disbursed throughout the next five years including the auction grants and the minimum investment required for these areas.

 

129



São Paulo, November 4, 2020Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), a company engaged in the Oil & Gas sector through Ipiranga, Ultragaz and Ultracargo, specialty chemicals through Oxiteno and retail pharmacy with Extrafarma, today announces its results for the third quarter 2020.


Net revenues

Adjusted EBITDA

Net income

R$ 21

billion

R$ 1,038
million

R$ 277

million

 

 

 

Investments

Cash flow from operations – 9M20

Market cap

R$ 313
million

R$ 2.6
billion

R$ 21

billion


Highlights

 

In this quarter, Ultrapar reported EBITDA growth both in relation to the third quarter of 2019 and to the second quarter of 2020, confirming our expectations that the worst moment of the crisis is behind. Our emergency measures and quick response to the first effects of the crisis, combined with initiatives taken to support our value chain, proved effective in maintaining our activities operational, ensuring the delivery of essential services to the population, and preserving the health of our employees.

At Ipiranga, our business most affected by the pandemic, we saw a gradual evolution in sales volumes of fuel during the quarter, as well as an improvement in the operating environment, which contributed to a significant recovery in the results compared to 2Q20. Extrafarma was able to reopen stores in shopping malls, contributing to increased revenues and dilution of costs. Ultragaz posted a recovery in sales volume in the bulk segment, driven by the resumption in industrial activities, while sales to the bottled segment remained resilient and gradually reverting to pre-pandemic levels. Oxiteno reported a similar trend: sales volume recovering for the automotive and coatings segments, while it maintained volume growth for the home and personal care segment. Just as in the second quarter, Ultracargo registered increased product handling andsold compared to the previous quarter.

We maintained a disciplined control over costs and expenses for cash preservation purposes at all our businesses, in addition to selectivity in capital allocation. With this, we saw one more quarter of strong operating cash generation with a reduction in our leverage, reinforcing our commitment to financial soundness and demonstrating the resilience of our portfolio

As from this quarter, we are including an update section on environmental, social and governance (ESG) themes in this earnings release to share the progress and achievements of Ultrapar and its businesses on these topics, enhancing transparency and fostering the dialog with our stakeholders.





3rd QUARTER 2020




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 Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma is reported without the elimination of intersegment 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.

We emphasize that all the financial information shown in this document includes the adoption of the IFRS 16 norm and the segregation of certain expenses pertaining to the Holding.

Information denominated EBITDA – Earnings Before Interest, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization; Adjusted EBITDA – adjusted for amortization of contractual assets with customers – exclusive rights and cash flow hedge of the bonds; and EBIT – Earnings Before Interest and Taxes on Income and Social Contribution on Net Income are presented in accordance with Instruction 527, issued by the Brazilian Securities and Exchange Commission - CVM on October 4, 2012. The calculation of EBITDA based on net earnings is shown below:


    Quarter   Semester
R$ million   3Q20   3Q19   2Q20   9M20   9M19
Net income   277.3   307.3   50.0   496.2   670.6
(+) Income and social contribution taxes   163.4   140.3   56.2   356.7   397.2
(+) Financial (income) expenses, net   157.9   163.4   80.3   405.8   254.7
(+) Depreciation and amortization   323.4   272.7   313.4   940.5   842.8
EBITDA   921.9   883.8   500.0   2,199.2   2,165.4
Adjustments                    
(+) Amortization of contractual assets with customers - exclusive rights (Ipiranga and Ultragaz)   73.6   95.6   68.0   224.4   273.4
(+) Cash flow hedge from bonds   42.9   -   43.1   105.6   -
Adjusted EBITDA   1,038.3   979.3   611.0   2,529.2   2,438.8
Non-recurring items                    
(+) TAC in Ultracargo   -   13.0   -   -   65.5
(+) Tax credits in Oxiteno   -   -   -   (70.9)   -
(+) Tax credits in Ultracargo   -   -   (11.7)   (11.7)   -
Adjusted EBITDA ex-non-recurring items   1,038.3   992.3   599.3   2,446.6   2,504.3





3rd QUARTER 2020



Ultragaz



3Q20

3Q19

2Q20

Δ

Δ

9M20

9M19

Δ

3Q20 v 3Q19

3Q20 v 2Q20

9M20 v 9M19

Total volume (000 tons)

453

458

432

(1%)

5%

1,307

1,274

3%

Bottled

309

315

313

(2%)

(1%)

909

874

4%

Bulk

144

143

120

1%

20%

398

400

(1%)

EBITDA (R$ million)

222

187

206

18%

8%

575

419

37%


Operational performance Sales volume at Ultragaz in 3Q20 fell by 1% compared to 3Q19, mainly due to the reduction of 2% in sales to the bottled segment, reflecting lower sales volume to the Southeast region. In the bulk segment, volumes were up by 1%, driven largely by the increase in sales to industries and special gases (propellant), although partially offset by lower demand from commercial and service segments in connection with the pandemic. Compared to 2Q20, sales volume grew by 5%, due to the sales recovery in the bulk segment. 

Net revenues Total of R$ 1,955 million (+3%), mainly due to LPG costs readjustments by Petrobras. Compared to 2Q20, net revenues grew 13% for the same reason mentioned above and due to increased sales volume.

Cost of goods sold Total of R$ 1,637 million (+2%), largely due to price readjustments of LPG by Petrobras and increases in freight costs, despite lower sales volume, due to the need to source LPG from more distant supply bases. Compared to 2Q20, cost of goods sold increased by 13%, driven by LPG price readjustments and greater sales volume.

Sales, general and administrative expenses Total of R$ 159 million, stable compared to 3Q19. There was an increase in variable compensation, in line with the earnings progression, and in consultancies for operational efficiency gains. However, these factors were compensated by initiatives implemented for controlling expenses and effects of the pandemic. In relation to 2Q20, sales, general and administrative expenses grew by 16%, reflecting seasonal increases in freight expenditures, higher provisioning for variable compensation and increased expenses with consultancies.

EBITDA – Total of R$ 222 million (+18%), a record quarterly result for Ultragaz, mainly due to the better sales mix and improved operational efficiency. Compared to 2Q20, there was an increase of 8%, due to stronger sales volume, partially offset by higher expenses.

Investments Ultragaz invested R$ 68 million, allocated largely to the replacement and acquisition of gas bottles, in the setting up of new clients in the bulk segment and operational safety.

130

3rd QUARTER 2020


Ultracargo



3Q20

3Q19

2Q20

Δ

Δ

9M20

9M19

Δ

3Q20 v 3Q19

3Q20 v 2Q20

9M20 v 9M19

Installed capacity¹ (000 m³)

838

753

832

11%

1%

831

717

16%

m³ sold (000 m³)

3,062

2,676

2,963

14%

3%

9,174

7,819

17%

EBITDA ex-non-recurring items² (R$ million)

78

58

80

35%

(2%)

249

177

41%

EBITDA (R$ million)

78

45

92

74%

(14%)

261

111

134%

 1Monthly average

² Excluding the effect of the TAC in 2Q19 and 3Q19 and tax credits in 2Q20

 

Operational performance Ultracargo’s average installed capacity increased 11% compared to 3Q19, due to the expanded tankage capacity at the terminals in Santos and Itaqui over the last twelve months. Consequently, m³ sold grew by 14%, with greater fuel handling operations and a higher number of spot operations. Compared to 2Q20, there was a 3% increase in m³ sold, mainly due to greater fuel handling activities at the terminals in Itaqui and Suape.

Net revenuesTotal of R$ 160 million in 3Q20 (+18%), driven by increased fuel handling, contractual readjustments, new agreements and spot operations. In relation to 2Q20, net revenues were up 3%, due to increased fuel handling at the Itaqui and Suape terminals, partially offset by reduced sales at the Aratu terminal.

Cost of services provided Total of R$ 68 million (-1%), due to lower maintenance and payroll costs, attenuated by increased costs with insurance policies, which have also increased in scope. The cost of services provided per m³ sold posted a reduction of 13%, an even greater improvement in productivity than that recorded in the last quarter. Compared to 2Q20, the cost of services provided was up by 4%, mainly due to higher expenditure with insurance policies and indemnities, but in line when related to m³ sold.

Sales, general and administrative expenses Total of R$ 35 million (+9%), due to increased payroll expenses and to information systems for reinforcing Ultracargo’s technological platform. In relation to 2Q20, the increase was 22%, a result of higher expenses with information systems, payroll and consultancy.

Other operating results An improvement of R$ 9 million compared to 3Q19, mainly due to the additional amount of R$ 13 million complementary to the Conduct Adjustment Agreement (“TAC”) booked in 3Q19. Compared to 2Q20, there was a decrease of R$ 11 million, due to non-recurring PIS/Cofins tax credits reported in the previous quarter.

EBITDA – Total of R$ 78 million. Excluding the effect of the TAC in 3Q19, Ultracargo posted an increase of 35%, as a result of increased handling of products enabled by the expanded capacity and to efficiency gains at the terminals, as well as contractual readjustments and improved productivity. In relation to 2Q20, excluding the non-recurring effect of the PIS/Cofins tax credits, EBITDA was 2% lower, mainly due to an increase in expenses.

InvestmentsUltracargo recorded investments in the period of R$ 70 million, mainly allocated to the beginning of the construction of the new Vila do Conde terminal (state of Pará), the acquisition of land in Santos and expansion at the Itaqui terminal.


131

3rd QUARTER 2020


Oxiteno



3Q20

3Q19

2Q20

Δ

Δ

9M20

9M19

Δ

3Q20 v 3Q19

3Q20 v 2Q20

9M20 v 9M19

Average exchange rate (R$/US$)

5.38

3.97

5.39

35%

0%

5.08

3.89

31%

Total volume (000 tons)

202

195

166

4%

22%

549

559

(2%)

Commodities

37

42

28

(13%)

33%

97

112

(14%)

Specialty chemicals/others

166

153

139

8%

19%

453

447

1%

Sales in Brazil

143

147

111

(3%)

29%

381

403

(5%)

International sales

60

49

56

23%

7%

169

156

8%

EBITDA ex-non-recurring¹ (R$ million)

169

80

162

110%

5%

452

165

174%

EBITDA (R$ million)

169

80

162

110%

5%

523

165

217%


¹Excluding tax credits in 1Q20


Operational performance Specialty chemicals volume grew 8% compared to 3Q19, boosted by robust sales in the home and personal care segment in the domestic market, a trend seen since 2Q20, by an increase of sales from the United States plant (+41%) and by higher exports. Commodity volumes decreased 13%, due to lower market demand. In relation to 2Q20, total volume rose by 22%, mainly following a recovery of sales in the automotive fluids and coatings segments. 

Net revenues Total of R$ 1,425 million (+27%), due to an average devaluation of 35% of the Real (R$ 1.41/US$) and an increase in sales volume, offset by the reduction of 7% in average prices in dollars. Compared to 2Q20, net revenues increased by 19%, as a result of greater sales volume and despite the reduction of 3% in average prices in dollars.

Cost of goods sold Total of R$ 1,152 million (+27%), due to an average devaluation of 35% of the Real (R$ 1.41/US$) and increased sales volume, partially offset by the reduction of 10% in the cost of goods sold in dollars per ton. In relation to 2Q20, the cost of goods sold was up by 18%, a result of higher sales volume, partially offset by the reduction of 3% in the cost of goods sold in dollars per ton.

Sales, general and administrative expenses Total of R$ 219 million (+20%), due to the foreign exchange translation effect of the international units, besides increased freight expenses (due to greater sales volume, exports and storage) and variable compensation, in line with the earnings progression. Compared to 2Q20, sales, general and administrative expenses were up by 22%, for the same reasons described previously, in addition to the effects of the initiatives to contain expenses adopted in the second quarter 2020.

EBITDA – Total of R$ 169 million (+110%), in light of increased sales volume, the ramp up of the plant in the United States and the 35% devaluation of the average Real (R$ 1.41/US$), partially offset by the increase in expenses. In relation to 2Q20, EBITDA was 5% higher, due to greater sales volume, despite the lower unitary margin in dollars per ton.

Investments Investments in the period were R$ 39 million, mainly spent in maintenance CAPEX, operational continuity and safety at the manufacturing units.


132

3rd QUARTER 2020


Ipiranga



3Q20

3Q19

2Q20

Δ

Δ

9M20

9M19

Δ

3Q20 v 3Q19

3Q20 v 2Q20

9M20 v 9M19

Total volume (000 m³)

5,530

6,185

4,626

(11%)

20%

15,646

17,382

(10%)

Diesel

2,999

3,167

2,582

(5%)

16%

8,303

8,628

(4%)

Otto cycle

2,421

2,903

1,958

(17%)

24%

7,048

8,434

(16%)

Others¹

110

115

86

(5%)

28%

295

319

(8%)

EBITDA (R$ million)

566

679

179

(17%)

217%

1,224

1,787

(31%)


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


Operational performanceIpiranga reported a reduction of 11% in sales volume in relation to 3Q19, due to the major impact of the pandemic on fuel consumption in Brazil since the end of March. Otto cycle was the most affected segment and registered a 17% reduction in volume in the quarter, while diesel volume was down by 5%. Despite the decrease compared to the previous year, Ipiranga posted a 20% improvement in volumes compared to 2Q20, with the Otto cycle recovering by 24% and diesel by 16%, thanks to a gradual improvement in demand over the months.

Net revenues Total of R$ 16,767 million (-14%), mainly due to lower sales volume. In relation to 2Q20, net revenues grew by 36%, reflecting the gradual recovery in volume and price readjustments by Petrobras.

Cost of goods sold Total of R$ 15,956 million (-15%), largely due to lower sales volume. Compared to 2Q20, there was an increase of 33%, due to the increase in sales volume and the price readjustments by Petrobras.

Sales, general and administrative expenses Total of R$ 407 million (-12%), mainly reflecting the reduction in expenses with payroll, freight (lower sales volume) and the reversal of provisions for doubtful accounts. Compared to 2Q20, there was an increase of 12% in sales, general and administrative expenses, due to higher freight expenses (greater sales volumes) and the recovery of recurring levels for some of the expenses reduced in the previous quarter.

Other operating results Total of a negative R$ 46 million, a reduction of R$ 91 million compared to the same period of 2019, due to the cost relative to the RenovaBio program of R$ 66 million in 3Q20 and non-recurring PIS/Cofins tax credits of R$ 32 million in 3Q19.

Disposal of property Total of R$ 13 million, due to the sale of real estate properties in the period.

EBITDA – Total of R$ 566 million (-17%), in light of lower sales volume and other operating results, partially offset by the reduction in expenses. Compared to 2Q20, there was an increase of 217%, driven by a gradual recovery in volume and an improvement in margins.

Investments Ipiranga invested R$ 109 million in the expansion and maintenance of the service stations and franchise networks and in the company’s logistics infrastructure. Out of the total investments, R$ 36 million was expended on plant, property and equipment and additions to intangible assets, R$ 60 million on contractual assets with clients (exclusivity rights) and R$ 13 million in the form of drawdowns of financing to clients and advanced payments of rentals, net of receipts. Ipiranga ended 3Q20 with 7,107 service stations, practically in line with the number in 2Q20.

AmPm As from 2019, a comprehensive project for reviewing the AmPm’s business and management model has begun. The first stage involved the revision of the physical store with a new layout to provide the consumer with a more fluid and intuitive experience and a larger area for consuming products instore, in an even more pleasant ambience. In addition, AmPm created a digital section in the Abastece Aí application, as well as proprietary solutions via WhatsApp and QR Code and developed partnerships with the leading delivery platforms.

The second stage of the project involved the revision of brand positioning, exploring proximity marketing concepts and new habits of consumption, combined with a review of the product mix, expanding the offer of food service (bakeries and ready-to-eat meals), groceries and home and personal care products.

Early findings of this new model have been promising, with higher sales and better margins. To ensure the feasibility of implementing the rollout of the new model, a careful revision of those stores remaining under the AmPm brand name has been undertaken based on aspects as size, location and profitability. Under this revision AmPm identified 486 stores not suitable to the new business model. In addition, 81 stores ceased its activities during the pandemic. Therefore, the AmPm network ended 3Q20 with 1,778 units.


133


3rd QUARTER 2020



Extrafarma



3Q20

3Q19

2Q20

Δ

Δ

9M20

9M19

Δ

3Q20 v 3Q19

3Q20 v 2Q20

9M20 v 9M19

Drugstores (end of period)

408

423

410

(4%)

0%

408

423

(4%)

% mature stores (+3 years)

68%

51%

62%

16.6 p.p.

5.2 p.p.

68%

51%

16.6 p.p.

Gross revenues (R$ million)

523

541

515

(3%)

2%

1,558

1,646

(5%)

EBITDA (R$ million)

28

18

14

52%

103%

50

38

34%





 

Operational performance Extrafarma ended 3Q20 with 408 stores, 8 store openings and 23 closures in the past twelve months, a reduction of 4% in its network, and the result of greater selectivity in expansion and a more rigorous approach to underperforming stores. Over the course of 3Q20, the stores located in shopping malls resumed operations, although with limitations on opening hours and with customer flow still below pre-pandemic levels. At the end of 3Q20, stores still ramping-up (with up to three years of operations) represented 32% of the network.

Gross revenues Total of R$ 523 million (-3%), due to the lower number of stores (-4%) and reduced customer flow in stores based in shopping malls, attenuated by higher same-store-sales excluding stores located in malls (+3%), driven by the annual readjustment in medicine prices and by expanded sales through digital channels. In relation to 2Q20, gross revenues registered a growth of 2%, due to the gradual resumption of mall-based store operations during the pandemic.

Cost of goods sold and gross profit The cost of goods sold totaled R$ 345 million (-5%) due to lower sales. Gross profit reached R$ 147 million (-2%), equivalent to a gross margin of 28.2%, 0.3 p.p. higher than 3Q19, mainly due to the improvement in retail margins, helped by the postponement of the annual readjustment in medicine prices from April to June, and the lower share of sales in the wholesale segment, where margins are lower. Compared to 2Q20, the cost of goods sold increased by 1%, reflecting the recovery in sales, while gross profit rose by 4%, mainly due to the annual readjustment in medicine prices.

Sales, general and administrative expenses Total of R$ 159 million (-14%) due to the lower number of stores, expense reduction initiatives, productivity gains and logistics optimization. Compared to the preceding quarter, sales, general and administrative expenses decreased by 3%, resulting from lower payroll expenses.

Other operating results Reduction of R$ 15 million in relation to 3Q19, mainly due to extraordinary credits from PIS/COFINS taxes and from social security contributions registered in 3Q19.

EBITDA – Total of R$ 28 million (+52%), despite the decline of 3% in sales and extraordinary tax credits in 3Q19. This growth is a consequence of (i) the closure of underperforming stores and higher profitability from the existing network, (ii) initiatives to increase productivity and reduce expenses and (iii) improved margins. Compared to 2Q20, the growth was 103%, mainly reflecting a recovery in sales, the annual readjustment in medicine prices and measures taken to reduce expenses and increase productivity.

Investments In 3Q20, Extrafarma invested R$ 10 million, largely in the construction of the distribution center in the state of Maranhão, scheduled to be concluded at the end of 2020, in IT and store maintenance.

134

3rd QUARTER 2020


Ultrapar


Amounts in R$ million

3Q20

3Q19

2Q20

Δ

Δ

9M20

9M19

Δ

3Q20 v 3Q19

3Q20 v 2Q20

9M20 v 9M19

Net revenues

20,762

23,203

15,876

(11%)

31%

58,025

65,635

(12%)

Net income

277

307

50

(10%)

n/a

496

671

(26%)

Earnings per share attributable to shareholders²

0.24

0.27

0.04

(11%)

n/a

0.43

0.59

(27%)

EBITDA ex-non-recurring¹

1,038

992

599

5%

73%

2,447

2,504

(2%)

Adjusted EBITDA

1,038

979

611

6%

70%

2,529

2,439

4%

Investments

313

472

361

(34%)

(13%)

1,024

1,076

(5%)

Operating cash flow

828

922

871

(10%)

(5%)

2,630

2,449

7%


¹ Excludes the effect of the TAC of Ultracargo in 2Q19 and 3Q19, tax credits at Oxiteno in 1Q20 and at tax credits at Ultracargo in 2Q20

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

Net revenues Total of R$ 20,762 million (-11%), mainly due to the decrease in net revenues at Ipiranga impacted by the pandemic. In relation to 2Q20, net revenues increased by 31%, due to higher sales at all the businesses.

Adjusted EBITDA – Total of R$ 1,038 million (+6%), due to EBITDA growth at Oxiteno, Ultragaz, Ultracargo and Extrafarma. Compared to 2Q20, there was an increase of 70%, principally due to the recovery in results at Ipiranga.

Depreciation and amortization3 Total of R$ 397 million (+8%), the result of greater amortization of software, vehicles and investments executed over the past twelve months. In relation to 2Q20, total costs and expenses with depreciation and amortization increased 4%, due to increased amortization of contractual assets with clients at Ipiranga and vehicles.

Financial result Ultrapar recorded a net financial expense of R$ 158 million in 3Q20, a slight improvement of R$ 6 million in relation to 3Q19, mainly due to the decrease in interest rates, in spite of higher net debt, greater carrying costs of the gross debt and the concentration of expenses with the mark to market of interest rates. Compared to 2Q20, there was an increase of 97%, due to higher interest expenses on debt, as mentioned above, and to a worsening result of exchange rate variation quarter on quarter.

Net income Total of R$ 277 million (-10%), as a result of higher costs and expenses with depreciation and amortization and income tax, as well as the negative result of the cash flow hedge from bonds in 3Q20. In relation to 2Q20, net income registered an increase of R$ 227 million, due to the EBITDA growth, partially offset by an increase in financial expenses.

Cash flow from operational activities Cash generation of R$ 2,630 million in 9M20 compared to R$ 2,449 million in 9M19, mainly due to greater divestment in working capital and to the increased EBITDA in the period.

Results from the Holding, affiliates and abastece aíIn addition to the five principal businesses, Ultrapar recorded a negative impact on its EBITDA of R$ 25 million, comprised of (i) R$ 20 million of the Holding’s expenses and (ii) R$ 6 million of negative EBITDA from abastece aí (new digital payment business), due to payroll and technology expenses for the structuring and growth of the business, partially offset by (iii) R$ 2 million of positive EBITDA with affiliates.

  

³ Includes amortization of contractual assets with clients – exclusive rights


135

3rd QUARTER 2020


Updates on ESG themes

Oxiteno became a company member of UN’s Global Compact (Ultragaz and Ipiranga were already signatories), an initiative aligned with its Strategic Sustainability Plan of 2030, based on eight pillars that balance economic prosperity, environmental protection and attendance of the society needs. Another achievement of Oxiteno this quarter was to become the first Brazilian chemical company to establish a partnership with EcoVadis, a global leader player in sustainability assessment, aiming to boost sustainable practices along its entire supply chain.

In August, Ipiranga launched its new Sustainability Policy aligned with the principles established by the UN’s Global Compact and Sustainable Development Goals (SDGs). The policy includes new strategic guidelines for sustainability with orientation for acting in material themes such as urban mobility, climate change and ecoefficiency, aiming to generate and protect the value of the business over the long term, applied along its entire value chain. The preparation of the policy arose from a materiality assessment carried out by Ipiranga in 2019 with its stakeholders and the inhouse launch was accompanied by a new visual identity, as well as online events promoted by Ipiranga’s executives and think-tanks in the sector. The policy is available for consultation on Company’s Investor Relations website.

In addition, Ipiranga established a partnership with GDSolar for building and operating five solar energy/photovoltaic power plants to reduce electricity costs in its service stations and franchises and increase the share of renewable energy sources in its energy matrix. The forecast is to generate more than 50 thousand MWh/year from April 2021, sufficient energy to supply approximately 300 service stations with savings of up to 15% in cost of electric energy, totaling an economy of more than R$ 70 million annually in the participating network.

As from September, the Company’s Board of Directors is composed of eleven members with the election of Alexandre Saigh, cofounder and a member of the Executive Committee of Pátria Investimentos. Saigh has a vast experience in portfolio management, infrastructure and capital allocation, themes which are on Ultrapar’s strategic agenda.

In the same month, the Board of Directors elected Rodrigo Pizzinatto as Chief Financial and Investor Relations Officer. Rodrigo Pizzinatto has had a long career of 21 years in the Ultra Group, where he started as an intern, working in several financial areas such as Treasury, M&A, Corporate Planning and IR. In the past years he has been a member of the Executive Board of Extrafarma, where he held the position of Chief Executive Officer between June 2018 and October 2020.

In October, Marcelo Bazzali was elected as Chief Executive Officer of Extrafarma. Bazzali built a solid career of over 25 years in retail, including leadership positions in operations, marketing, commercial, e-commerce and business management in Grupo Pão de Açúcar.


136

3rd QUARTER 2020


Capital markets

Ultrapar’s combined average daily trading volume on B3 and NYSE totaled R$ 169 million/day in 3Q20 (+19% YoY). Ultrapar’s shares closed the quarter quoted at R$ 19.27 on B3, an appreciation of 5% in the quarter, while the Ibovespa stock index remained stable over the same period. In NYSE, Ultrapar’s shares posted an appreciation of 1% in 3Q20, while the Dow Jones stock index registered growth of 8%. Ultrapar closed 3Q20 with a market cap of R$ 21 billion.

Capital markets

3Q20

3Q19

2Q20

9M20

9M19

Number of shares (000)

1,115,006

1,112,810

1,114,919

1,115,006

1,112,810

Market capitalization¹ (R$ million)

21,486

20,576  

20,492

21,486

20,576

B3

 

 

 

 

 

Average daily trading volume (000 shares)

7,415

6,562

9,136

8,793

5,723

Average daily trading volume (R$ 000)

149,324

121,997

141,452

158,259

124,301

Average share price (R$/share)

20.14

18.59

15.48

18.00

21.72

NYSE

 

 

 

 

 

Quantity of ADRs² (000 ADRs)

47,480

46,518

47,480

47,480

46,518

Average daily trading volume (000 ADRs)

958

1,051

1,494

1,458

1,236

Average daily trading volume (US$ 000)

3,594

4,887

4,341

5,639

7,286

Average share price (US$/ADRs)

3.76

4.65

2.91

3.88

5.90

Total

 

 

 

 

 

Average daily trading volume (000 shares)

8,373

7,612

10,630

10,251

6,958

Average daily trading volume (R$ 000)

168,661

141,380

164,769

185,681

152,387

¹ Calculated based on the closing share price for the period

² 1 ADR = 1 common share

 

Performance UGPA3 x Ibovespa – 3Q20

(Jun 30, 2020 = 100)

 


137

3rd QUARTER 2020



Debt (R$ million)


Ultrapar consolidated

3Q20

2Q20

3Q19

Gross debt

(18,756)

(17,764)

(15,069)

Cash and cash equivalents

9,798

8,448

6,439

Net debt (ex-IFRS 16)

(8,958)

(9,317)

(8,631)

Leases payable

(1,832)

(1,775)

(1,568)

Net debt

(10,790)

(11,092)

(10,199)

Net debt/LTM Adjusted EBITDA¹ (ex-IFRS 16)

2.9x

3.1x

2.7x

Net debt/LTM Adjusted EBITDA¹

3.1x

3.2x

n/a

Average cost of debt

193% DI

141% DI

99% DI

DI + 1.9%

DI + 1.2%

DI - 0.0%

Average cash yield (% DI)

68%

87%

94%

Duration (years)

4.8

4.4

5.0

¹ LTM Adjusted EBITDA excludes the impairment of Extrafarma of R$ 593 million in 2Q20 and in 3Q20

 

Ultrapar ended 3Q20 with net financial debt of R$ 9.0 billion, comprised of a gross debt of R$ 18.8 billion and a cash position of R$ 9.8 billion. The effect of exchange rate variation on the net debt for the portion of the notes designated for hedge accounting was R$ 93 million in 3Q20. Considering leases payable (IFRS 16) of R$ 1.8 billion, the Company’s total net debt was R$ 10.8 billion (3.1x LTM Adjusted EBITDA) compared to R$ 11.1 billion on June 30, 2020 (3.2x LTM Adjusted EBITDA), mainly due to the improvement in EBITDA.

 

Maturity profile and debt breakdown:




138


3rd QUARTER 2020


3Q20 Conference Call

Ultrapar will host a conference call for analysts and investors on November 5, 2020 to comment on the Company’s performance in the third quarter of 2020 and its outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.

The conference call will be transmitted via WEBCAST and held in Portuguese with simultaneous translation into English. The link for access will be available at ri.ultra.com.br. Please connect 15 minutes in advance.

 Conference call in Portuguese with simultaneous translation into English

Time: 11:00 a.m. (BRT) / 9:00 a.m. (EST)

  

Participants in Brazil: +55 (11) 3181-8565 (HD Web Phone) or +55 (11) 4118-4632

Code: Ultrapar – in Portuguese
 

Replay: +55 (11) 3193-1012 (available for seven days)

Code: 0785935#

  

International Participants: +1 (844) 204-8942 (HD Web Phone) or +1 (412) 717-9627

Code: Ultrapar – in English

 

Replay: +55 (11) 3193-1012 (available for seven days)

Code: 9792937#


139

3rd QUARTER 2020

 

ULTRAPAR
CONSOLIDATED BALANCE SHEET







In million of Reais    SEP 20    SEP 19    JUN 20 
ASSETS
Cash and cash equivalents                     2,996.3          2,553.3           3,805.2
Financial investments and hedging instruments                    5,582.7          3,339.7           3,174.9
Trade receivables and reseller financing                    3,801.5          4,201.0           3,505,6
Inventories                    3,539.6          3,285.6           2,970.2
Recoverable taxes                    1,144.6          1,303.2           1,476.1
Prepaid expenses                       136.4             133.3              158.2
Contractual assets with customers - exclusive rights                       481.1             481.5              473.0
Other receivable                         69.4              76.6                87.3
Total Current Assets                  17,751.6          15,374.2            15,650.4
Financial investments and hedging instruments                    1,218.8             545.5           1,467.5
Trade receivables and reseller financing                       515.2             389.9              470.7
Deferred income and social contribution taxes                    1,068.2             599.9              1,016.6
Recoverable taxes                    1,573.1             845.7           1,149.1
Escrow deposits                        952.4             920.1              949.7
Prepaid expenses                         79.8             94.9                87.8
Contractual assets with customers - exclusive rights                    1,183.4             977.6           1,127.4
Other receivables                       197.0             196.6              197.2
Investments                       170.3             130.6              165.8
Right to use assets                    2,163.0          1,945.0           2,135.5
Property, plant and equipment                    7,976.1          7,453.7           7,899.3
Intangible assets                    1,762.2          2,323.0           1,770.5
Total Non-Current Assets                  18,859.5          16,422.6            18,437.0
TOTAL ASSETS                  36,611.2          31,796.8            34,087.4
LIABILITIES
Loans and hedging instruments                    3,004.4             1,131.9           2,335.1
Debentures                       960.1             257.4              262.1
Trade payables                    3,447.4          2,407.9           2,538.3
Salaries and related charges                       514.0             432.1              439.1
Taxes payable                       419.7             325.2              316.6
Leases payable                       247.7             205.3              238.5
Other payables                       409.9             409.0              355.3
Total Current Liabilities                    9,003.1            5,168.7             6,485.0
Loans and hedging instruments                    9,240.6          7,410.5           8,951.8
Debentures                    5,550.9          6,269.4           6,215.2
Provisions for tax, civil and labor risks                       844.6             852.5              846.7
Post-employment benefits                       234.4             202.3              247.1
Leases payable                    1,584.1          1,362.7           1,536.7
Other payables                       326.2             457.6              297.0
Total Non-Current Liabilities                  17,780.8          16,554.9            18,094.5
TOTAL LIABILITIES                  26,783.9          21,723.6            24,579.4
EQUITY
Share capital                    5,171.8          5,171.8           5,171.8
Reserves                    4,593.8          4,646.1           4,595.3
Treasury shares                      (489.1)            (485.4)             (485.4)
Other                     147.8             355.2             (163.3)
Non-controlling interests in subsidiaries                       403.0             385.6              391.6
Total equity                    9,827.3          10,073.2             9,508.0
TOTAL LIABILITIES AND EQUITY                  36,611.2          31,796.8            34,087.4
Cash and financial investments                    9,797.8          6,438.5           8,447.5
Loans and debentures                 (18,755.9)       (15,069.2)         (17.764.2)
Leases payable                   (1,831.8)         (1,567.9)          (1,775.3)
Net cash (debt)                 (10,789.9)           (10,198.7)           (11,091.9)
Net cash (debt) ex-IFRS 16                   (8,958.1)           (8,630.7)            (9,316.6)



140

3rd QUARTER 2020


ULTRAPAR
CONSOLIDATED INCOME STATEMENT
       
In million of Reais  3Q20    3Q19    3Q20    9M20    9M19 
Net revenue from sales and services      20,762.1       23,203.3       15,876.2      58,025.5        65,635.2
Cost of products and services sold     (19,123.3)    (21,580.2)    (14,825.0)   (53,925.5)     (61,161.8)
Gross profit        1,638.8         1,623.1         1,051.2        4,099.9          4,473.4
Operating expenses
Selling and marketing          (630.7)         (613.5)        (608.3)     (1,883.9)       (1,988.5)
General and administrative          (373.9)         (445.5)        (293.2)        (1,077.0)          (1,245.0)
Other operating income         (45.9)           53.2         36.2         114.2            100.0
Gain (loss) on disposal of property,
plant and equipment and intangibles
            15.0             2.0             14.0           35.9             (0.9)
Operating income (loss)           603.3            619.3           199.8           1,289.2             1,340.8
Financial result
   Financial income             71.6          125.6         53.1         306.8           401.9
   Financial expenses          (299.5)         (289.0)        (133.4)        (712.6)          (656.6)
Share of profit (loss) of subsidiaries,
joint ventures and associates
           (4.8)            (8.2)          (13.3)          (30.5)           (18.3)
Income before income and social
contribution taxes
          440.7            447.6           106.2           852.9             1,067.8
Provision for income and social
contribution taxes
   Current          (250.2)         (58.7)        (130.7)        (460.1)          (337.6)
   Deferred             20.5     (93.1)        55.1           46.8        (90.5)
   Benefit of tax holidays             21.3             11.4           19.3           56.6            30.9
Net income             277.3            307.3           50.0           496.2             670.6
Net income attributable to:
    Shareholders of the Company             265.4          297.8         41.1         467.4           640.1
    Non-controlling interests in subsidiaries              11.9           9.5             9.0           28.8            30.5
Adjusted EBITDA           1,038.3            979.3           611.0        2,529.2          2,438.8
Depreciation and amortization¹           397.0          368.3         381.4         1,165.0           1,116.2
Cash flow hedge bonds             42.9               -             43.1  105.6                 -  
Total investments²           312.8          472.4         360.8         1,023.7           1,076.0
RATIOS
Earnings per share - R$             0.24           0.27           0.04           0.43            0.59
Net debt / Stockholders' equity             0.91           0.86           0.98           0.91            0.86
Net debt / LTM Adjusted EBITDA³ (ex-IFRS16)             2.91           2.72           3.07           2.91            2.72
Net debt / LTM Adjusted EBITDA³             3.10  n/a            3.24           3.10  n/a 
Net interest expense / Adjusted EBITDA             0.15           0.17           0.13           0.16            0.10
Gross margin 7.9% 7.0% 6.6% 7.1% 6.8%
Operating margin 2.9% 2.7% 1.3% 2.2% 2.0%
Adjusted EBITDA margin  5.0% 4.2% 3.8% 4.4% 3.7%
Number of employees         15,759        16,529        16,003       15,759         16,529

¹ Includes amortization with contractual assets with customers – exclusive rights
² Includes property, plant and equipment and additions to intangible assets,contractual assets with customers (exclusive rights), 
initial direct costs of assets with right of use, financing of clients and rental advances (net of repayments) and acquisition of shareholdings
³ LTM adjusted EBITDA does not consider impairment of Extrafarma for 2Q20, 3Q20 and 9M20 
141

3rd QUARTER 2020

 

ULTRAPAR
CONSOLIDATED CASH FLOW

In million of Reais   JAN - SEP   JAN - SEP
  2020   2019
Cash flows from operating activities  
Net income for the period        496.2        670.6
Adjustments to reconcile net income to cash provided by operating activities  
Share of loss (profit) of subsidiaries, joint ventures and associates          30.5        18.3
Amortization of contractual assets with customers - exclusive rights        224.4      273.4
Amortization of right to use assets        242.1      219.2
Depreciation and amortization        698.4      623.6
PIS and COFINS credits on depreciation            11.5          11.1
Interest and foreign exchange rate variations        768.8      1,083.9
Deferred income and social contribution taxes         (46.8)        90.5
(Gain) loss on disposal of property, plant and equipment and intangibles         (35.9)          (0.9)
Expected losses on doubtful accounts          29.1        27.5
Provision for losses in inventories           (0.8)        3.0
Provision for post-employment benefits           (18.6)         (1.9)
Equity instrument granted            4.5          5.4
Other provisions and adjustments           (1.0)      (2.1)


2,402.3
3,021.7
(Increase) decrease in current assets  
Trade receivables and reseller financing        255.2      225.7
Inventories        180.8        71.2
Recoverable taxes     303.1     (406.3)
Dividends received from subsidiaries and joint-ventures            4.7          3.7
Insurance and other receivables         (32.4)       (18.0)
Prepaid expenses         (65.0)      12.7
Increase (decrease) in current liabilities  
Trade payables      607.4     (344.2)
Salaries and related charges          108.4      3.9
Taxes payable        40.4       2.2
Income and social contribution taxes         171.9      118.4
Post-employment benefits            0.6         (3.4)
Provision for tax, civil, and labor risks            1.5        15.0
Insurance and other payables          66.4        87.1
Deferred revenue           (0.7)       (5.7)
(Increase) decrease in non-current assets  
Trade receivables and reseller financing         (96.8)        39.9
Recoverable taxes       (700.8)        7.1
Escrow deposits         (31.0)       (38.6)
Other receivables            0.4        0.1
Prepaid expenses         5.3       (11.8)
Increase (decrease) in non-current liabilities  
Post-employment benefits            9.1          0.3
Provision for tax, civil, and labor risks         (39.5)       (12.8)
Other payables         (37.0)        43.3
Deferred revenue             -           (11.9)
Payments of contractual assets with customers - exclusive rights       (296.8)     (231.7)
Income and social contribution taxes paid         (227.3)       (118.9)
Net cash provided by operating activities      2,630.3      2,449.1
Cash flows from investing activities  
Financial investments, net of redemptions   (1,567.1)     (841.2)
Acquisition of property, plant, and equipment       (587.1)     (669.8)
Acquisition of intangible assets         (112.3)       (75.8)
Capital increase in joint ventures         (20.0)         (22.9)
Initial upfront costs of entitlement assets              -             (65.5)
Proceeds from disposal of property, plant and equipment and intangibles          86.0        28.7
Net cash used in investing activities         (2,200.5)       (1,650.6)
Cash flows from financing activities  
Loans and debentures  
Proceeds      3,591.6    2,016.4
Repayments       (2,280.2)   (2,160.6)
Interest paid       (478.8)   (1,220.7)
Payments of lease       (266.5)     (237.2)
Dividends paid       (264.5)     (596.5)
Redemption of non-controlling shares of Oxiteno Nordeste             -           (2.2)
Capital increase from Iconic non-controlling shareholders             -            7.0
Related parties
          (0.1)         (0.1)
Net cash provided by (used in) financing activities
      (301.7)   (2,193.9)
Effect of exchange rate changes on cash and cash equivalents in foreign currency   149.5           9.8
Increase (decrease) in cash and cash equivalents        881.0   (1,385.7)
Cash and cash equivalents at the beginning of the period   2,115.4   3,939.0
Cash and cash equivalents at the end of the period   2,996.3             2,553.3
Transactions without cash effect:        
Addition on right to use assets and leases payable   407.1 244.7
Initial direct costs of right to use assets

-  
20.4
Addition on contractual assets with costumers - exclusive rights
140.0
-  
Reversion fund - private pension   47.1     -  


142

3rd QUARTER 2020


ULTRAGAZ
BALANCE SHEET
       
In million of Reais   SEP 20  SEP 19     JUN 20 
OPERATING ASSETS
Trade receivables               366.9             393.3               336.9
Non-current trade receivables                31.7              13.5                31.3
Inventories               122.3             172.6               132.6
Taxes                97.9              80.9                96.1
Escrow deposits               218.9             221.6               220.4
Other                63.0              55.5                73.7
Right to use assets               110.7             128.8               107.0
Property, plant and equipment / Intangibles            1,045.0             955.2            1,022.4
TOTAL OPERATING ASSETS            2,056.4          2,021.5            2,020.5
OPERATING LIABILITIES
Suppliers                88.7              81.6                93.1
Salaries and related charges                105.9              118.7                90.3
Taxes                25.2                9.9                13.0
Judicial provisions               127.3             119.4               129.4
Leases payable               150.7             166.2               144.3
Other accounts payable                80.0             119.1                83.1
TOTAL OPERATING LIABILITIES               577.8             614.9               553.2




INCOME STATEMENT
                   
             
In million of Reais     3Q20     3Q19     2Q20     9M20     9M19 
Net sales            1,954.9            1,894.4            1,723.4            5,439.7            5,307.1
Cost of products sold           (1,636.8)         (1,604.8)           (1,442.3)           (4,602.0)           (4,586.8)
Gross profit               318.0               289.6               281.1               837.7               720.3
Operating expenses        
      Selling              (104.4)            (107.2)              (104.2)              (315.1)              (320.6)
      General and administrative               (54.4)             (51.4)               (32.3)               (134.2)              (152.3)
Other operating income                  0.5               2.5                  1.8                  7.1                  5.5
Gain (loss) on disposal of property,
plant and equipment and intangibles
                 2.8                1.6                  2.3                  6.0                  2.8
Operating income (loss)               162.5                135.0                148.7               401.4               255.7
Share of profit of subsidiaries,
joint ventures and associates
                (0.1)               (0.0)                  0.0                 (0.0)                  0.0
Adjusted EBITDA               222.2               187.5               205.7               574.8               418.7
Depreciation and amortization¹                59.7              52.5                56.9               173.4               163.0
Ratios
   Gross margin (R$/ton)                 702               632                 650                 641               565
   Operating margin (R$/ton)                 359               295                 344                 307               201
   EBITDA margin (R$/ton)                 491               409                 476                 440               329
Number of employees             3,421             3,401             3,428             3,421             3,401
                 
¹ Includes amortization with contractual assets with customers - exclusive rights


143

3rd QUARTER 2020


ULTRACARGO
BALANCE SHEET
       
In million of Reais    SEP 20     SEP 19     JUN 20 
OPERATING ASSETS
Trade receivables                43.4              38.4                62.0
Inventories                  7.8                6.3                  8.1
Taxes                15.2              27.0                17.4
Other                30.0              15.0                30.1
Right to use assets               473.1             307.9               475.1
Property, plant and equipment / Intangibles / Investments            1,381.9          1,246.3            1,329.3
TOTAL OPERATING ASSETS            1,951.3            1,640.8            1,922.1
OPERATING LIABILITIES
Suppliers                64.7              28.2                25.0
Salaries and related charges                41.9              24.5                37.5
Taxes                15.4                7.6                11.6
Judicial provisions                  9.4                8.6                9.9
Leases payable               438.2             259.1               436.0
Other accounts payable¹                94.9             140.6                97.7
TOTAL OPERATING LIABILITIES               664.4               468.5               617.8







'¹ 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 and third parties








INCOME STATEMENT
                   
             
In million of Reais    3Q20     3Q19     2Q20     9M20     9M19 
Net sales               159.9               135.3               155.0               478.2               387.9
Cost of services sold               (68.1)             (68.6)               (65.6)              (196.2)              (187.4)
Gross profit                91.8                66.8               89.4               282.0               200.5
Operating expenses        
      Selling                 (1.7)               (2.4)                 (1.7)                 (5.1)                 (6.0)
      General and administrative               (33.1)             (29.4)               (26.8)               (90.7)               (84.4)
Other operating income                  (1.4)             (10.3)                  9.7                11.2               (60.9)
Gain (loss) on disposal of property,
plant and equipment and intangibles
                (0.2)               (0.1)                 (0.0)                 (0.4)                 (0.0)
Operating income (loss)                55.4               24.6                70.6               196.9                49.1
Share of profit of subsidiaries,
joint ventures and associates
                 0.2                0.6                  0.3                  0.6                  1.7
EBITDA                78.4                  45.0                91.5               260.5                111.1
Depreciation and amortization                22.9              19.8                20.6                63.0                60.3
Ratios
   Gross margin   57.4% 49.3%   57.7%   59.0% 51.7%
   Operating margin   34.6% 18.1%   45.6%   41.2% 12.7%
   EBITDA margin   49.1% 33.3%   59.1%   54.5% 28.7%
Number of employees               911               751               878               911                 751


144

3rd QUARTER 2020

 

OXITENO
BALANCE SHEET
   
In million of Reais    SEP 20     SEP 19     JUN 20 
OPERATING ASSETS
Trade receivables               738.4             607.5               707.8
Inventories               941.2             741.5               951.9
Taxes               642.4             585.8               665.1
Other               158.3             154.7               173.1
Right to use assets                41.7              40.1                40.1
Property, plant and equipment / Intangibles / Investments            2,994.1          2,660.1            2,962.4
TOTAL OPERATING ASSETS            5,516.2            4,789.7            5,500.2
OPERATING LIABILITIES
Suppliers               638.6             422.7               545.9
Salaries and related charges               148.0              107.2               114.7
Taxes                62.5              36.8                36.4
Judicial provisions                27.4              28.3                26.8
Leases payable                44.3              41.1                42.4
Other accounts payable                41.5              52.2                43.3
TOTAL OPERATING LIABILITIES               962.2               688.3               809.6








INCOME STATEMENT
                   
         
In million of Reais     3Q20     3Q19     2Q20     9M20     9M19 
Net sales            1,425.0            1,120.6            1,201.0            3,733.9            3,242.6
Cost of products sold        
       Variable              (964.8)            (759.6)              (798.4)           (2,492.3)           (2,221.6)
       Fixed              (134.2)            (103.9)              (124.5)              (361.0)              (347.9)
       Depreciation and amortization               (53.3)             (46.9)               (50.2)               (149.0)               (140.8)
Gross profit               272.7               210.2               227.9               731.6               532.2
Operating expenses        
      Selling               (105.5)             (86.4)               (89.8)              (279.8)              (251.1)
      General and administrative               (113.4)             (96.0)              (89.2)              (312.3)              (277.0)
Other operating income                  0.8                0.8                1.3                74.0                  3.0
Gain (loss) on disposal of property,
plant and equipment and intangibles
                (0.4)                (0.1)                 (0.0)                 (0.6)                  0.3
Operating income (loss)                54.1                 28.5               50.1               212.8               7.6
Share of profit of subsidiaries,
joint ventures and associates
                 0.2                0.3                  0.1                  0.6                  0.6
Adjusted EBITDA               168.8                80.5
            161.6               523.0
             164.8
Depreciation and amortization                71.6              51.7                68.2               204.0               156.7
Cash flow hedge bonds                42.9                  -                  43.1                105.6                    -  
Ratios
   Gross margin (R$/ton)               1,347               1,076               1,371               1,332                 952
   Gross margin (US$/ton)                 250               271                 254                 262                 245
   Operating margin (R$/ton)                 267                146                 302                 387                  14
   Operating margin (US$/ton)                   50                37                 56                   76                  3
   EBITDA margin (R$/ton)                 834               412               972               952                 295
   EBITDA margin (US$/ton)                 155                 104                 180                 188                   76
Number of employees             1,849             1,894             1,834             1,849             1,894


145

3rd QUARTER 2020


IPIRANGA
BALANCE SHEET
   
In million of Reais    SEP 20   SEP 19     JUN 20 
OPERATING ASSETS
Trade receivables            2,584.9
         3,010.3
         2,335.9
Non-current trade receivables               483.2
            376.2
            439.2
Inventories            2,000.1
         1,850.2
         1,385.7
Taxes            1,226.0
            821.0
            1,089.6
Contractual assets with customers - exclusive rights            1,658.5
         1,458.6
         1,593.9
Other               511.5
            551.8
            533.6
Right to use assets            1,098.3
            1,003.3
         1,073.8
Property, plant and equipment / Intangibles / Investments            3,534.7
         3,505.0
         3,593.3
TOTAL OPERATING ASSETS          13,097.1
       12,576.4          12,044.9
OPERATING LIABILITIES
Suppliers            2,484.3
         1,714.5
         1,690.3
Salaries and related charges               117.9
            120.1
             108.0
Post-employment benefits               230.1
            202.3
            234.6
Taxes               184.9
           186.6
            140.6
Judicial provisions               298.0
            333.3
            299.8
Leases payable               752.1
            651.5
            709.9
Other accounts payable               347.6
            246.7
            286.4
TOTAL OPERATING LIABILITIES            4,414.9
         3,454.9            3,469.7

INCOME STATEMENT
       
         
In million of Reais    3Q20     3Q19     2Q20     9M20     9M19 
Net sales          16,767.4          19,568.5          12,350.2          47,017.1          55,220.0
Cost of products and services sold         (15,955.9)       (18,676.3)         (12,035.0)         (45,195.5)         (52,673.6)
Gross profit               811.5               892.2               315.2            1,821.6            2,546.3
Operating expenses        
      Selling              (272.5)            (259.2)              (273.2)              (853.4)              (927.3)
      General and administrative               (134.5)            (203.5)              (88.6)              (382.0)              (551.5)
Other operating income                (46.3)
             45.2                21.9                19.7                110.4
Gain (loss) on disposal of property,
plant and equipment and intangibles
               12.9               0.7                  14.0                33.4                 (2.0)
Operating income (loss)               371.1               475.4               (10.8)               639.3               1,176.0
Share of profit of subsidiaries,
joint ventures and associates
                 (0.3)                0.4                  0.8                  0.8                  1.3
Adjusted EBITDA               565.7               679.4               178.7               1,224.3            1,787.1
Depreciation and amortization¹               194.9             203.6               188.7               584.1               609.8
Ratios
   Gross margin (R$/m³)                   147               144                 68                 116                 146
   Operating margin (R$/m³)                    67                 77                   (2)                   41                   68
   Adjusted EBITDA margin (R$/m³)                   102                 110                   39                   78                   103
   Adjusted EBITDA margin (%)   3.4% 3.5%   1.4%   2.6%   3.2%
Number of service stations             7,107             7,151             7,105             7,107             7,151
Number of employees             3,276             3,287             3,351             3,276             3,287

¹ Includes amortization with contractual assets with customers - exclusive rights 


146

3rd QUARTER 2020


EXTRAFARMA
BALANCE SHEET
         
In million of Reais    SEP 20     SEP 19     JUN 20 
OPERATING ASSETS
Trade receivables                54.0             155.1                66.5
Inventories               468.2             515.0               491.9
Taxes               227.4             213.0               213.7
Other                26.6              22.0                29.6
Right to use assets               402.4             464.4               402.5
Property, plant and equipment / Intangibles               497.9          1,136.7               508.8
TOTAL OPERATING ASSETS            1,676.5            2,506.2            1,713.0
OPERATING LIABILITIES
Suppliers               167.1             162.9               179.0
Salaries and related charges                60.4              60.6                58.6
Taxes                20.4              28.7                27.5
Judicial provisions                  9.7              40.1                9.7
Leases payable               407.1             449.6               403.4
Other accounts payable                15.7              14.3                11.1
TOTAL OPERATING LIABILITIES               680.4               756.1               689.3




INCOME STATEMENT 
                   
         
In million of Reais     3Q20     3Q19     2Q20    9M20   9M19
Gross revenues               522.9               540.9               514.7            1,558.4            1,646.1
Sales returns, discounts and taxes               (30.8)             (28.0)               (30.6)               (88.9)               (87.0)
Net sales               492.0               512.9               484.1               1,469.5            1,559.1
Cost of products and services sold              (344.6)            (362.0)              (342.7)              (1,035.8)              (1,115.3)
Gross profit               147.5               151.0               141.3               433.7               443.8
Operating expenses              (158.9)            (184.4)              (163.3)              (496.6)              (561.3)
Other operating income                 0.3              14.9                 (0.6)                 (0.7)                40.1
Gain (loss) on disposal of property,
plant and equipment and intangibles
                0.0                (0.2)                 (2.3)                 (2.3)                  (0.2)
Impairment                    -                    -                      -                      -                      -  
Operating income (loss)               (11.1)               (18.6)               (24.8)               (65.9)               (77.6)
EBITDA                27.7                18.2                  13.7                50.2                37.5
Depreciation and amortization                38.8              36.9                38.5                116.2                115.1
Ratios¹
Gross margin   28.2% 27.9%   27.5%   27.8%   27.0%
Operating margin   (2.1%) (3.4%) (4.8%) (4.2%) (4.7%)
EBITDA margin   5.3% 3.4% 2.7% 3.2% 2.3%
Number of employees             5,893             6,811             6,095             5,893             6,811











¹ Calculated based on gross revenues            


147

   ULTRAPAR PARTICIPAÇÕES S.A.

 Publicly Traded Company

 

CNPJ nr 33.256.439/0001-39

NIRE 35.300.109.724

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS 

Date, Time and Location:

November 4, 2020, 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, also contemplating participation through Microsoft Teams.

Attendance:

(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Frederico Pinheiro Fleury Curado; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; (v) other executive officers of the Company, Mrs. Décio de Sampaio Amaral, João Benjamin Parolin, Marcelo Pereira Malta de Araújo and Tabajara Bertelli Costa; (vi) in relation to item 1 below, the coordinator of the Audit and Risks Committee, Mr. Flávio Cesar Maia Luz, and the president of the Fiscal Council, Mr. Geraldo Toffanello.  

Agenda and decisions: 


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.





2. The members of the Board of Directors approved the Personal Data Protection and Privacy Corporate Policy, and authorized the Company's Executive Officers to take the necessary measures to implement the Privacy Program established herein.




3.

The Board members approved the Corporate Appointment Policy for Members of the Board of Directors, its Advisory Committees and Executive Officers Board, under the terms proposed by the Company's management.





4.

Considering the Conduct Committee currently vacant position, the members of the Board elected Mr. Julio Cesar Nogueira to occupy the position. The composition of the Conduct Committee is namely Mrs. Marcelo Fernandez Trindade, as President, Lucio de Castro Andrade Filho, Cristiane Silva Leite, Julio Cesar Nogueira and André Brickmann Areno.


    Observation: The resolutions were approved, with no amendments or qualifications, by all the Board Members. 


    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. 


    Pedro Wongtschowski Chairman 

    Lucio de Castro Andrade Filho Vice-Chairman
    Alexandre Gonçalves Silva
     

    Alexandre Teixeira de Assumpção Saigh 

    Ana Paula Janes Vescovi 

    Flávia Buarque de Almeida 

    Joaquim Pedro de Mello 

    Jorge Marques de Toledo Camargo 

    José Galló 

    José Maurício Pereira Coelho 

    Nildemar Secches 

    André Brickmann Areno – Secretary

    148















     




    SUMMARY




    1. PURPOSE 151
    2. PRINCIPLES AND GROUNDS 151
    3. PEOPLE COMMITTEE 151
    4. BOARD OF DIRECTORS 152
    5. EXECUTIVE OFFICERS BOARD 155
    6. ADVISORY COMMITTEES 157
    7. ASSESSMENT PROCESS 158
    8. GENERAL PROVISIONS 159




    149








    1. PURPOSE


    The purpose of this Corporate Nomination Policy for Members of the Board of Directors (“Board”), Advisory Committees (“Committees”) and Executive Officers Board (“Policy”) is to establish the criteria for composition of such Ultrapar’s bodies, as well as procedures for appointment and evaluation of the respective members, in accordance with the best corporate governance practices.


    2. PRINCIPLES AND GROUNDS


    2.1    The Policy is based on the guidelines and provisions set forth in: (i) the Bylaws; (ii) Law 6404/76; (iii) the Brazilian Corporate Governance Code; (iv) the B3’s Novo Mercado Listing Regulation; and (v) the legislation and regulation in force applicable to the Company.


    2.2     The Board of Directors and its Committees and Executive Officers Board thereof shall be composed of highly qualified professionals, with proved professional or academic experience, in conformity with the Company’s values and Code of Ethics.

     

    2.3      The appointment shall consider the time of experience, academic background, available time to perform the duties and diversity. Such criteria shall ensure that the Company benefits from a wide range of visions, experiences and arguments, in order to undertake the decisions with greater quality and security.

     

    3. PEOPLE COMMITTEE

    Under the Bylaws, the People Committee shall support the Board of Directors in the nomination process, so that the Company is able to be properly prepared in advance for the succession of these positions and monitor the actions that ensure the adoption of a model for attraction, retention and motivation of the management members with the required qualifications, aligned with the Company’s strategic plans.

    150






    4. BOARD OF DIRECTORS

    A. Composition Criteria

    4.1     The Board of Directors shall be composed of, at least, five (5) and, at most, eleven (11) members, elected and subject to removal by the Shareholders' Meeting, for unified term of office of two (2) years, reelection permitted, under the terms of the Company’s Bylaws.1

     

    4.2     The Board of Directors shall be mandatorily composed of, at least, thirty percent (30%) or two (2) independent members, whichever is higher, under the terms of the Company’s Bylaws.2


     4.2.1     When, as a result of compliance with the percentage referred to in the caput hereof, the number of directors results in a fraction, such number will be rounded to the immediately higher whole number, as established in the Company’s Bylaws.3

     

    4.2.2     The appointment of the independent directors shall comply with the rules and procedures set forth in the Novo Mercado Listing Regulation and the Ultrapar’s Bylaws, subject to approval at the Shareholders' Meeting held to elect such independent directors.

     

    4.3     The appointment of the Board of Directors’ members shall comply with the following criteria, without prejudice to the legal and regulatory requirements, as well as those set forth in the Bylaws:





    (i) do not hold any Officer position in the Company;

    (ii) comply with the values and culture of the Company and the Company’s Code of Ethics;

    (iii)  have well-regarded reputation, as set forth in article 147, paragraph 3, of Law 6404/76;

             

                                                             

    1 As set forth in article 17 of the Bylaws.

    2 As set forth in article 18 of the Bylaws.

    3 As set forth in article 18, paragraph 1, of the Bylaws.


    151







    (iv) have educational qualification compatible with the Board of Directors’ duties;

    (v)   have professional experience in areas or subjects of interest of the Company;

    (vi)    do not be a party to any final decision, ruled by CVM, which had suspended, disqualified or designated the member as non-eligible to the Company’s management position, as provided for in article 147, paragraph 2, of Law 6404/76;

    (vii)    do not be prohibited, by specific law, or be convicted for bankruptcy crime, improper administration, active or passive corruption, embezzlement, crime against popular economy, public faith, public property or national financial system, or crime that prohibits the access to governmental positions, as provided for in article 147, paragraph 1, of Law 6404/76;

    (viii)     do not have conflict of interests with the Company and its subsidiaries and associated companies (the conflict of interest with the Company is characterized by the person who, on a cumulative basis: (a) has been elected by any shareholder who has also been elected as a management member of a competitor; and (b) has any subordination relationship with the shareholder who have elected such person), as set forth in article 147, paragraph 3, of Law 6404/76; and

    (ix) have available time to properly exercise the position and comply with the assumed responsibility, including, but not limited to, attendance to the Board of Directors’ meetings and previous reading of the documentation.

           

    4.4      The proposed reelection of the Board of Directors’ members shall take into account the results from the assessments conducted during the previous terms of office of such members.

     

    B. Appointment Procedures

    4.5    The appointment of the Board of Directors’ members at the Shareholders' Meeting may be performed by the Board of Directors itself or any other


    152








    shareholder or group of shareholders, as set forth in Law 6404/76 and the Bylaws.4


    4.6 At the date the Shareholders' Meeting for electing the members of the Board of Directors is called, the Board shall make available at the Company’s headquarters a statement signed by each of the members of the slate of candidates nominated by it, containing: (a) their full identification; (b) a complete description of their professional experience, describing the professional activities previously performed, as well as their professional and academic qualifications; and (c) information about disciplinary and judicial proceedings for which a final judgment was rendered and in which any such members have been convicted, as well as inform, if the case may be, the existence of events of limitations or conflict of interest provided for in Article 147, Paragraph 3 of Law no. 6,404/76.5

     

    4.7. Whenever there are Shareholders' Meeting for election of directors, the Board shall include, in the respective proposal of the management, its expression including: (i) confirmation of the adhesion of each candidate to the position of member of the Board to this Policy; and (ii) the reasons, in accordance with the provisions of the Novo Mercado Listing Regulation and the declaration of independence submitted by the candidate, by which the qualification of each applicant as independent director is verified.6

     

    4.8. Pursuant to the Bylaws, the shareholders or group of shareholders desiring to propose another slate of candidates to be elected to the Board of Directors shall, at least five (5) days prior the date of the Shareholders' Meeting, send to the Board statements individually signed by the candidates nominated by them, containing the information mentioned in item 4.7 above; the Board of Directors shall immediately disclose such information, by notice posted on the Company’s internet website and sent by electronic means to the CVM and the B3 notifying them that the documents with respect to the other slate of candidates are available to the shareholders at the Company’s headquarters.7


                                                                

    4 As set forth in article 20, paragraph 1, of the Bylaws.

    5 As set forth in article 20, paragraph 2, of the Bylaws.

    6 As set forth in article 15 of the Board of Directors’ Internal Regulation.

    7 As set forth in article 20, Paragraph 3, of the Bylaws.


    153







    4.8.1  The Board of Directors shall confirm whether the requirements set forth in items 4.2, 4.3 and 4.8 of this Policy have been complied and, in the case, the names of the candidates shall be voted at the Shareholders' Meeting.

     

    4.9     The other rules on the appointment, election, vacancy and replacements shall comply with the provisions set forth in the Bylaws, Board of Directors’ Internal Bylaws and applicable legislation in force.

     

    5. EXECUTIVE OFFICERS BOARD

    A. Composition Criteria

    5.1     Under the terms of the Company’s Bylaws, the Executive Officers Board shall be composed of up to eight (8) Officers, shareholders or not, resident in Brazil, elected by the Board of Directors, without specific designation, except for the Chief Executive Officer and the Investor Relations Officer, which duties are described in the Bylaws.8

     

    5.2.     The Officers’ term of office shall be 2 (two) years, with reelection permitted, and shall continue until each successor is elected.9

     

    5.3     The Board of Directors shall appoint for executive positions professionals who are able to combine the interests of the Company, shareholders, managers and employees, in addition to the Company’s social and environmental responsibility, based on the principles of lawfulness and ethics. 

    5.4     The Executive Officers Board’s members shall be appointed in conformity with the following criteria, without prejudice to the legal and regulatory requirements and the provisions set forth in the Bylaws:

     


    (i) do not hold any position in the Company’s Board of Directors;


                                                 

    8  As set forth in article 31 of the Bylaws.

    9 As set forth in article 31, sole paragraph, of the Bylaws.

    154









    (ii) comply with the values and culture of the Company and the Company’s Code of Ethics;

    (iii) have well-regarded reputation, as set forth in article 147, paragraph 3, of Law 6404/76;

    (iv) have educational qualification compatible with the Officer’s duties;

    (v)   have professional experience compatible with the Officer’s duties;

    (vi)    do not be a party to any final decision, ruled by CVM, which had suspended, disqualified or designated the member as non-eligible to the Company’s management position, as provided for in article 147, paragraph 2, of Law 6404/76;

    (vii)    do not be prohibited, by specific law, or be convicted for bankruptcy crime, improper administration, active or passive corruption, embezzlement, crime against popular economy, public faith, public property or national financial system, or crime that prohibits the access to governmental positions, as provided for in article 147, paragraph 1, of Law 6404/76; and

    (viii)     do not have any conflict of interest with the Company and its subsidiaries or associated companies, as set forth in article 147, paragraph 3, of Law 6404/76.

    5.5     The proposed reelection of the Executive Officers Board’s members shall take into account the results from the assessments conducted during the exercise of the activities.

     

    B. Nomination Procedure

    5.6     The appointment of the Executive Board’s members, including the Chief Executive Officer, shall be approved by the Board of Directors, supported by the People Committee.

     

    5.7    The performance of the requirements set forth in items 5.4 and 5.5 of this Policy shall be verified by the People Committee and, if complied indeed, the name of the candidate shall be voted at the Board of Directors’ meeting and the election, shall be conducted as set forth in the applicable legislation in force.



    155







     

    5.8     The contracting of the Company’s and its subsidiaries’ non-statutory Officers shall also comply with the criteria set forth in items 2.3 and 5.4 of this Policy.

     

    6. ADVISORY COMMITTEES

    A. Composition Criteria

    6.1      The Board of Directors shall have mandatorily the following advisory committees:

    a) Audit and Risk Committee;

    b) People Committee; and

    c) Strategy Committee.

    6.1.1. The Board of Directors may establish additional advisory committees[10], in conformity with the appointment criteria established in this Policy, including the definition of the guidelines and duties upon installation and indication of the respective members thereof.

     

    6.2    The composition of the Committees, including the term of office of its members, shall comply with the provisions set forth in the Bylaws, applicable legislation in force and respective Internal Bylaws, in addition to the principles and criteria provided for in items 2.2 and 2.3 of this Policy.

    6.3      The proposed reelection of the Committees’ members shall take into account the results from the assessments conducted during the previous terms of office of such members.

    B. Nomination Procedure

                                                 

    10 As set forth in article 38, paragraph 2, of the Bylaws.

    156







    6.4      The members of the Committees and advisory bodies under the Ultrapar’s Board of Directors shall be appointed by any director within up to seven (7) days in advance from the meeting held to indicate the composition of the new Committee, when applicable.

     

    6.5      The performance of the requirements set forth in items 6.2 and 6.3 of this Policy shall be verified by the Board of Directors and the appointed candidate shall be approved by the Board of Directors.

     

    7. ASSESSMENT PROCESS

     

    A. Board of Directors 

    7.1     In order to ensure the effective dynamics and operation of the Board of Directors and related Committees and advisory bodies thereof, the Company shall conduct a periodical assessment at least once per term of office.

     

    7.2      The assessment shall be approved by the Board of Directors and be composed of the assessment of the Board of Directors itself and the related Committees, as well as the individual members, conducted internally or by a specialized company.

     

    7.3      The purpose of the assessment is to measure the dimensions related to the composition, operation, qualification, dedication and effectiveness, which is an essential element in the appointment process set forth in this Policy.

     

     

     

    B. Executive Officers Board

     

    7.4 The Company’s Chief Executive Officer shall be annually evaluated by the Chairman of the Board of Directors, inclusive with respect to the compliance with the individual and economic goals. The other members of the Statutory Executive



    157









    Officers Board shall be similarly evaluated by the Chief Executive Officer, which results shall be reported and approved by the People Committee.

     

    7.5     The results from the assessments referred to above shall be reported to the Board of Directors.

     

    8. GENERAL PROVISIONS


    8.1     This Policy shall become effective on the date of approval by the Board of Directors and shall solely be modified in conformity with the provisions set forth in the Company’s Bylaws.

     

    8.2     This Policy is available for consultation in the Company’s Investor Relations website.

     


    158







    EXHIBIT I – DEFINITIONS

     

    For the purposes of this Regulation, the terms below shall have the following meanings:

    “B3”: B3 S.A. - Brasil, Bolsa, Balcão;

    “Company” or “Ultrapar”: Ultrapar Participações S.A.;

    “CVM”: Brazilian Securities and Exchange Commission;

    “Executive Officers Board”: Ultrapar’s Statutory Executive Officers Board;

    “Bylaws”: Ultrapar’s Bylaws;

    “Novo Mercado Listing Regulation”: is the B3’s Novo Mercado Listing Rules;

    “Ultra Group”: Ultrapar and its subsidiaries in Brazil and abroad. 


    159


    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 04, 2020        

    ULTRAPAR HOLDINGS INC.



    By
     /s/ Rodrigo de Almeida Pizzinatto
    Name:
    Rodrigo de Almeida Pizzinatto
    Title:
    Chief Financial and Investor Relations Officer
     


    (
    Parent’s Separate and Consolidated Interim Financial Information as of and the Three-month period Ended September 30, 2020 and Report on Review of Interim Financial Information, 3Q20 Earnings Release, Board of Directors minutes and Corporate Appointment Policy for Members Of The Board Of Directors, Advisory Committees and Executive Board)