Form 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934

For the month of August, 2014

Commission File Number: 001-14950

ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)


Avenida Brigadeiro Luis Antonio, 1343, 9º Andar
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F
X
 
Form 40-F
 

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

Yes
   
No
X

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

Yes
   
No
X





 
 

 
ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

ITEM
 
1.
Individual and Consolidated Interim Financial Information for the Three Months Ended June 30, 2014
2.
2Q14 Earnings release
3.
Board of Directors Minutes
4.
Notice to Shareholders

 
 

 
Item 1







 
(Convenience Translation into English from
the Original Previously Issued in Portuguese)
 
 
     
 
 
Ultrapar Participações S.A.
Individual and Consolidated
Interim Financial Information
for the Six-Month Period Ended
June 30, 2014 and
Report on Review of Interim
Financial Information
 
 
 
 
 

 
 

 

Ultrapar Participações S.A. and Subsidiaries
 
Individual and Consolidated Interim Financial Information
for the Six-Month Period Ended June 30, 2014
 
Table of Contents

Report on Review of Interim Financial Information
3 – 4
   
Balance Sheets
5 – 6
   
Income Statements
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 – 95

 
 

 
 
 

 
(Convenience Translation into English from the Original Previously Issued in Portuguese)
 
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
 
To the Shareholders, Board of Directors and Management of
Ultrapar Participações S.A.
São Paulo - SP
 
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (the “Company”), identified as Parent and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the three-month period ended June 30, 2014, which comprises the balance sheet as of June 30, 2014 and the related statements of income and of comprehensive income for the three and six-month periods then ended and of changes in equity and cash flows for the six-month period then ended, including the explanatory notes.
 
The Company’s Management is responsible for the preparation of the individual interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and the consolidated interim financial information in accordance with CPC 21 (R1) and with international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
 
Scope of review
 
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
 
Conclusion on individual interim financial information
 
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1), applicable to the preparation of the Interim Financial Information (ITR), and presented in accordance with the standards issued by the CVM.
 
3

 
Conclusion on consolidated interim financial information
 
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of the Interim Financial Information (ITR), and presented in accordance with the standards issued by the CVM.
 
Other matters
 
Statements of value added
 
We have also reviewed the individual and consolidated statements of value added (DVA), for the six-month period ended June 30, 2014, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which do not require the presentation of these statements. These statements were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.
 
The accompanying individual and consolidated interim financial information has been translated into English for the convenience of readers outside Brazil.
 
São Paulo, August 6, 2014
 
 
 
DELOITTE TOUCHE TOHMATSU
Edimar Facco
Auditores Independentes
Engagement Partner

 

 
 
4

 
Ultrapar Participações S.A. and Subsidiaries
 
Balance Sheets
 
as of June 30, 2014 and December 31, 2013
 
(In thousands of Brazilian Reais)
         
Parent
   
Consolidated
 
Assets
 
Note
   
06/30/2014
   
12/31/2013
   
06/30/2014
   
12/31/2013
 
Current assets
                             
Cash and cash equivalents
   
4
     
85,203
     
110,278
     
2,261,777
     
2,276,069
 
Financial investments
   
4
     
44,323
     
264
     
1,088,191
     
1,149,132
 
Trade receivables, net
   
5
     
-
     
-
     
2,374,771
     
2,321,537
 
Inventories, net
   
6
     
-
     
-
     
1,980,217
     
1,592,513
 
Recoverable taxes, net
   
7
     
24,446
     
27,067
     
527,682
     
479,975
 
Dividends receivable
           
-
     
296,918
     
-
     
177
 
Other receivables
           
897
     
1,349
     
47,238
     
19,361
 
Prepaid expenses, net
   
10
     
-
     
1,907
     
79,447
     
65,177
 
Total current assets
           
154,869
     
437,783
     
8,359,323
     
7,903,941
 
Non-current assets
                                       
Financial investments
   
4
     
-
     
-
     
69,954
     
118,499
 
Trade receivables, net
   
5
     
-
     
-
     
128,439
     
124,478
 
Related parties
   
8.a
     
774,159
     
772,194
     
10,858
     
10,858
 
Deferred income and social contribution taxes
   
9.a
     
1,283
     
395
     
401,831
     
376,132
 
Recoverable taxes, net
   
7
     
34,747
     
21,464
     
52,944
     
37,365
 
Escrow deposits
   
23
     
148
     
148
     
671,442
     
614,912
 
Other receivables
           
-
     
-
     
8,139
     
6,634
 
Prepaid expenses, net
   
10
     
-
     
-
     
103,451
     
97,805
 
             
810,337
     
794,201
     
1,447,058
     
1,386,683
 
                                         
Investments
                                       
In subsidiaries
   
11.a
     
7,278,880
     
6,112,193
     
-
     
-
 
In joint-ventures
   
11.a;11.b
     
22,824
     
22,751
     
50,681
     
44,386
 
In associates
   
11.c
     
-
     
-
     
11,949
     
11,741
 
Other
           
-
     
-
     
2,814
     
2,814
 
Property, plant, and equipment, net
   
12
     
-
     
-
     
4,898,263
     
4,860,225
 
Intangible assets, net
   
13
     
246,163
     
246,163
     
2,929,282
     
2,168,755
 
             
7,547,867
     
6,381,107
     
7,892,989
     
7,087,921
 
                                         
Total non-current assets
           
8,358,204
     
7,175,308
     
9,340,047
     
8,474,604
 
                                         
Total assets
           
8,513,073
     
7,613,091
     
17,699,370
     
16,378,545
 

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

 
5

 
Ultrapar Participações S.A. and Subsidiaries

Balance Sheets

as of June 30, 2014 and December 31, 2013

(In thousands of Brazilian Reais)
         
Parent
   
Consolidated
 
Liabilities
 
Note
   
06/30/2014
   
12/31/2013
   
06/30/2014
   
12/31/2013
 
Current liabilities
                             
Loans
   
14
     
-
     
-
     
1,573,707
     
1,767,824
 
Debentures
   
14.g
     
822,563
     
53,287
     
832,339
     
60,377
 
Finance leases
   
14.j
     
-
     
-
     
3,087
     
1,788
 
Trade payables
   
15
     
19
     
1,133
     
873,956
     
968,950
 
Salaries and related charges
   
16
     
158
     
141
     
240,862
     
297,654
 
Taxes payable
   
17
     
13
     
24
     
118,118
     
116,322
 
Dividends payable
   
20.g
     
11,578
     
237,938
     
14,208
     
242,207
 
Income and social contribution taxes payable
           
-
     
559
     
86,930
     
113,922
 
Post-employment benefits
   
24.b
     
-
     
-
     
11,922
     
11,922
 
Provision for asset retirement obligation
   
18
     
-
     
-
     
4,556
     
3,449
 
Provision for tax, civil, and labor risks
   
23.a
     
-
     
-
     
65,546
     
69,306
 
Other payables
           
288
     
320
     
51,882
     
93,040
 
Deferred revenue
   
19
     
-
     
-
     
22,761
     
17,731
 
Total current liabilities
           
834,619
     
293,402
     
3,899,874
     
3,764,492
 
Non-current liabilities
                                       
Loans
   
14
     
-
     
-
     
3,661,031
     
3,697,999
 
Debentures
   
14.g
     
-
     
799,197
     
1,398,796
     
1,399,035
 
Finance leases
   
14.j
     
-
     
-
     
45,419
     
42,603
 
Related parties
   
8.a
     
-
     
-
     
3,870
     
3,872
 
Subscription warrants – indemnification
   
3.a
     
108,613
     
-
     
108,613
     
-
 
Deferred income and social contribution taxes
   
9.a
     
-
     
-
     
70,772
     
101,499
 
Provision for tax, civil, and labor risks
   
23.a
     
539
     
531
     
647,001
     
569,714
 
Post-employment benefits
   
24.b
     
-
     
-
     
107,001
     
99,374
 
Provision for asset retirement obligation
   
18
     
-
     
-
     
66,394
     
66,212
 
Other payables
           
-
     
-
     
86,555
     
77,725
 
Deferred revenue
   
19
     
-
     
-
     
8,358
     
9,134
 
Total non-current liabilities
           
109,152
     
799,728
     
6,203,810
     
6,067,167
 
Shareholders’ equity
                                       
Share capital
   
20.a
     
3,838,686
     
3,696,773
     
3,838,686
     
3,696,773
 
Capital reserve
   
20.c
     
526,087
     
20,246
     
526,087
     
20,246
 
Revaluation reserve
   
20.d
     
5,978
     
6,107
     
5,978
     
6,107
 
Profit reserves
   
20.e
     
2,706,632
     
2,706,632
     
2,706,632
     
2,706,632
 
Treasury shares
   
20.b
     
(111,521)
     
(114,885)
     
(111,521)
     
(114,885)
 
Additional dividends to the minimum mandatory dividends
   
20.g
     
-
     
161,584
     
-
     
161,584
 
Retained earnings
           
546,097
     
-
     
546,097
     
-
 
Valuation adjustments
   
2.c;2.o; 20.f
     
5,411
     
5,428
     
5,411
     
5,428
 
Cumulative translation adjustments
   
2.r;20.f
     
51,932
     
38,076
     
51,932
     
38,076
 
Shareholders’ equity attributable to:
                                       
Shareholders of the Company
           
7,569,302
     
6,519,961
     
7,569,302
     
6,519,961
 
Non-controlling interests in subsidiaries
           
-
     
-
     
26,384
     
26,925
 
Total shareholders’ equity
           
7,569,302
     
6,519,961
     
7,595,686
     
6,546,886
 
Total liabilities and shareholders’ equity
           
8,513,073
     
7,613,091
     
17,699,370
     
16,378,545
 

The accompanying notes are an integral part of the interim financial information.
 
 
6

 
 
Ultrapar Participações S.A. and Subsidiaries

Income Statements

For the three-month period ended June 30, 2014 and 2013

(In thousands of Brazilian Reais, except earnings per share)
 
         
Parent
   
Consolidated
 
   
Note
   
04/01/2014 to 06/30/2014
   
04/01/2013 to 06/30/2013
   
04/01/2014 to 06/30/2014
   
04/01/2013 to 06/30/2013
 
Net revenue from sales and services
   
25
     
-
     
-
     
16,667,233
     
15,204,104
 
Cost of products and services sold
   
26
     
-
     
-
     
(15,367,386
)
   
(14,043,739
)
                                         
Gross profit
           
-
     
-
     
1,299,847
     
1,160,365
 
                                         
Operating income (expenses)
                                       
Selling and marketing
   
26
     
-
     
-
     
(522,787
)
   
(433,957
)
General and administrative
   
26
     
(7,836
)
   
(2,342
)
   
(260,760
)
   
(241,864
)
Income from disposal of assets
   
28
     
-
     
-
     
(336
)
   
9,188
 
Other operating income, net
   
27
     
7,753
 
   
2,343
     
21,554
     
19,532
 
                                         
Operating income before financial income (expenses) and share of profit of subsidiaries and joint ventures
           
(83
)
   
1
     
537,518
     
513,264
 
Financial income
   
29
     
29,905
     
28,061
     
80,828
     
47,501
 
Financial expenses
   
29
     
(13,715
)
   
(28,640
)
   
(179,402
)
   
(141,723
)
Share of profit of subsidiaries, joint ventures, and associates
   
11
     
288,471
     
331,963
     
(3,068
)
   
(83
)
                                         
Income before income and social contribution taxes
           
304,578
     
331,385
     
435,876
     
418,959
 
                                         
Income and social contribution taxes
                                       
Current
   
9.b
     
-
     
(49,317
)
   
(153,733
)
   
(125,052
)
Deferred
   
9.b
     
(5,513
)
   
(1
)
   
(316
)
   
(22,249
)
Tax incentives
   
9.b;9.c
     
-
     
-
     
19,583
     
12,023
 
             
(5,513
)
   
(49,318
)
   
(134,466
)
   
(135,278
)
                                         
Net income for the period
           
299,065
     
282,067
     
301,410
     
283,681
 
                                         
Net income for the period attributable to:
                                       
Shareholders of the Company
           
299,065
     
282,067
     
299,065
     
282,067
 
Non-controlling interests in subsidiaries
           
-
     
-
     
2,345
     
1,614
 
                                         
Earnings per share (based on weighted average of shares outstanding) – R$
                                       
Basic
   
30
     
0.5475
     
0.5281
     
0.5475
     
0.5281
 
Diluted
   
30
     
0.5436
     
0.5259
     
0.5436
     
0.5259
 

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

 
 
7

 
 
 

Ultrapar Participações S.A. and Subsidiaries

Income Statements

For the six-month period ended June 30, 2014 and 2013

(In thousands of Brazilian Reais, except earnings per share)
 
         
Parent
   
Consolidated
 
   
Note
   
01/01/2014 to 06/30/2014
   
01/01/2013 to 06/30/2013
   
01/01/2014 to 06/30/2014
   
01/01/2013 to 06/30/2013
 
Net revenue from sales and services
   
25
     
-
     
-
     
32,614,097
     
28,804,072
 
Cost of products and services sold
   
26
     
-
     
-
     
(30,042,257
)
   
(26,580,121
)
                                         
Gross profit
           
-
     
-
     
2,571,840
     
2,223,951
 
                                         
Operating income (expenses)
                                       
Selling and marketing
   
26
     
-
     
-
     
(1,027,623
)
   
(848,603
)
General and administrative
   
26
     
(27,112
)
   
(5,196
)
   
(564,660
)
   
(485,577
)
Income from disposal of assets
   
28
     
-
     
-
     
6,692
     
14,722
 
Other operating income, net
   
27
     
7,753
 
   
5,246
     
41,568
     
35,245
 
                                         
Operating income before financial income (expenses) and share of profit of subsidiaries and joint ventures
           
(19,359
)
   
50
     
1,027,817
     
939,738
 
Financial income
   
29
     
59,901
     
48,602
     
171,254
     
100,438
 
Financial expenses
   
29
     
(44,398
)
   
(45,760)
     
(384,597
)
   
(255,282
)
Share of profit of subsidiaries, joint ventures and associates
   
11
     
548,956
     
584,956
     
(5,635)
     
(2,042
)
                                         
Income before income and social contribution taxes
           
545,100
     
587,848
     
808,839
     
782,852
 
                                         
Income and social contribution taxes
                                       
Current
   
9.b
     
-
     
(60,908
)
   
(306,608
)
   
(244,695
)
Deferred
   
9.b
     
888
     
(36
)
   
15,499
     
(30,051
)
Tax incentives
   
9.b;9.c
     
-
     
-
     
32,955
     
22,100
 
             
888
     
(60,944
)
   
(258,154
)
   
(252,646
)
                                         
Net income for the period
           
545,988
     
526,904
     
550,685
     
530,206
 
                                         
Net income for the period attributable to:
                                       
Shareholders of the Company
           
545,988
     
526,904
     
545,988
     
526,904
 
Non-controlling interests in subsidiaries
           
-
     
-
     
4,697
     
3,302
 
                                         
Earnings per share (based on weighted average of shares outstanding) – R$
                                       
Basic
   
30
     
1.0025
     
0.9866
     
1.0025
     
0.9866
 
Diluted
   
30
     
0.9952
     
0.9823
     
0.9952
     
0.9823
 

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 three-month period ended June 30, 2014 and 2013

(In thousands of Brazilian Reais)
 
           
Parent
     
Consolidated
 
   
Note
     
04/01/2014 to 06/30/2014
     
04/01/2013 to 06/30/2013
     
04/01/2014 to 06/30/2014
     
04/01/2013 to 06/30/2013
 
Net income for the period attributable to shareholders of the Company
         
299,065
     
282,067
     
299,065
     
282,067
 
Net income for the period attributable to non-controlling interests in subsidiaries
         
-
     
-
     
2,345
     
1,614
 
                                       
Net income for the period
         
299,065
     
282,067
     
301,410
     
283,681
 
                                       
Items that are subsequently reclassified to profit or loss:
                                       
Valuation adjustments for financial instruments
   
2.c; 20.f
     
(65)
     
(6)
     
(65)
     
(6)
 
Cumulative translation adjustments, net of hedge of net investments in foreign operation
   
2.c; 2.r; 20.f
     
7,636
     
20,102
     
7,636
     
20,102
 
                                         
Total comprehensive income for the period
           
306,636
     
302,163
     
308,981
     
303,777
 
Total comprehensive income for the period attributable to shareholders of the Company
           
306,636
     
302,163
     
306,636
     
302,163
 
Total comprehensive income for the period attributable to non-controlling interest in subsidiaries
           
-
     
-
     
2,345
     
1,614
 

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 six-month period ended June 30, 2014 and 2013

(In thousands of Brazilian Reais)
 
           
Parent
     
Consolidated
 
   
Note
     
01/01/2014 to 06/30/2014
     
01/01/2013 to 06/30/2013
     
01/01/2014 to 06/30/2014
     
01/01/2013 to 06/30/2013
 
Net income for the period attributable to shareholders of the Company
         
545,988
     
526,904
     
545,988
     
526,904
 
Net income for the period attributable to non-controlling interests in subsidiaries
         
-
     
-
     
4,697
     
3,302
 
                                       
Net income for the period
         
545,988
     
526,904
     
550,685
     
530,206
 
                                       
Items that are subsequently reclassified to profit or loss:
                                       
Valuation adjustments for financial instruments
   
2.c;20.f
     
(17)
     
13
     
(17)
     
13
 
Cumulative translation adjustments, net of hedge of net investments in foreign operation
   
2.c; 2.r; 20.f
     
13,856
     
(3,907)
     
13,856
     
(3,907)
 
                                         
Total comprehensive income for the period
           
559,827
     
523,010
     
564,524
     
526,312
 
Total comprehensive income for the period attributable to shareholders of the Company
           
559,827
     
523,010
     
559,827
     
523,010
 
Total comprehensive income for the period attributable to non-controlling interest in subsidiaries
           
-
     
-
     
4,697
     
3,302
 

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 six-month period ended June 30, 2014 and 2013
 
(In thousands of Brazilian Reais, except dividends per share)
                           
Profit reserve
   
Cumulative other comprehensive income
                     
Shareholders’ equity
attributable to:
       
   
Note
   
Share capital
   
Capital reserve
   
Revaluation reserve on subsidiaries
   
Legal
reserve
   
Investments statutory reserve
   
Retention of profits
   
Valuation adjustments
   
Cumulative translation adjustments
   
Retained earnings
   
Treasury shares
   
Additional dividends to the minimum mandatory dividends
   
Shareholders of the Company
   
Non-controlling interests in subsidiaries
   
Consolidated shareholders’ equity
 
Balance as of December 31,
2012
          3,696,773       20,246       6,713       273,842       617,641       1,333,066       (12,615 )     12,621       -       (114,885 )     147,195       5,980,597       25,481       6,006,078  
Net income for the period
          -       -       -       -       -       -       -       -       526,904       -       -       526,904       3,302       530,206  
Other comprehensive income:
                                                                                                                     
Valuation adjustments for financial instruments
    2.c; 20.f       -       -       -       -       -       -       13       -       -       -       -       13       -       13  
Currency translation of foreign subsidiaries
    2.r; 20.f       -       -       -       -       -       -       -       (3,907 )     -       -       -       (3,907 )     -       (3,907 )
Total comprehensive income for the period
            -       -       -       -       -       -       13       (3,907 )     526,904       -       -       523,010       3,302       526,312  
                                                                                                                         
Realization of revaluation reserve
    20. d     -       -       (130 )     -       -       -       -       -       130       -       -       -       -       -  
Income and social contribution taxes on realization of revaluation reserve of subsidiaries
    20. d     -       -       -       -       -       -       -       -       (21 )     -       -       (21 )     -       (21 )
Dividends attributable to non-controlling interests
            -       -       -       -       -       -       -       -       -       -       -       -       (4,378 )     (4,378 )
Approval of additional dividends by the Shareholders’ Meeting
            -       -       -       -       -       -       -       -       -       -       (147,195 )     (147,195 )     -       (147,195 )
                                                                                                                         
Balance as of June 30, 2013
            3,696,773       20,246       6,583       273,842       617,641       1,333,066       (12,602 )     8,714       527,013       (114,885 )     -       6,356,391       24,405       6,380,796  
 
11

 
Ultrapar Participações S.A. and Subsidiaries
 
Statements of Changes in Equity
 
For the six-month period ended June 30, 2014 and 2013
 
(In thousands of Brazilian Reais, except dividends per share)

                           
Profit reserve
   
Cumulative other comprehensive income
                     
Shareholders’ equity
attributable to:
       
   
Note
   
Share capital
   
Capital reserve
   
Revaluation reserve on subsidiaries
   
Legal
reserve
   
Investments statutory reserve
   
Retention of profits
   
Valuation adjustments
   
Cumulative translation adjustments
   
Retained earnings
   
Treasury shares
   
Additional dividends to the minimum mandatory dividends
   
Shareholders of the Company
   
Non-controlling interests in subsidiaries
   
Consolidated shareholders’ equity
 
Balance as of December 31,
2013
          3,696,773       20,246       6,107       335,099       1,038,467       1,333,066       5,428       38,076             (114,885 )     161,584       6,519,961       26,925       6,546,886  
Net income for the period
          -       -       -       -       -       -       -       -       545,988       -       -       545,988       4,697       550,685  
Other comprehensive income:
                                                                                                                     
Valuation adjustments for financial instruments
    2.c; 20.f       -       -       -       -       -       -       (17 )     -       -       -       -       (17 )     -       (17 )
Currency translation of foreign subsidiaries hedge of net investments in foreign operation
    2.c; 2.r; 20.f       -       -       -       -       -       -       -       13,856       -       -       -       13,856       -       13,856  
Total comprehensive income for the period
            -       -       -       -       -       -       (17 )     13,856       545,988       -       -       559,827       4,697       564,524  
                                                                                                                         
Increase in share capital
    3.a; 20.a       141,913       -       -       -       -       -       -       -       -       -       -       141,913       -       141,913  
Capital surplus on subscription of shares
    3.a; 20.c       -       498,812       -       -       -       -       -       -       -       -       -       498,812       -       498,812  
Costs directly attributable to issuing new shares
    3.a; 20.c       -       (2,260 )     -       -       -       -       -       -       -       -       -       (2,260 )     -       (2,260 )
Sale of treasury shares
            -       9,289       -       -       -       -       -       -       -       3,364       -       12,653       -       12,653  
Realization of revaluation reserve
    20. d     -       -       (129 )     -       -       -       -       -       129       -       -       -       -       -  
Income and social contribution taxes on realization of revaluation reserve of subsidiaries
    20. d     -       -       -       -       -       -       -       -       (20 )     -       -       (20 )     -       (20 )
Dividends attributable to non-controlling interests
            -       -       -       -       -       -       -       -       -       -       -       -       (5,238 )     (5,238 )
Approval of additional dividends by the Shareholders’ Meeting
    20. g     -       -       -       -       -       -       -       -       -       -       (161,584 )     (161,584 )     -       (161,584 )
                                                                                                                         
Balance as of June 30, 2014
            3,838,686       526,087       5,978       335,099       1,038,467       1,333,066       5,411       51,932       546,097       (111,521 )     -       7,569,302       26,384       7,595,686  


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

 
12

 
 
Ultrapar Participações S.A. and Subsidiaries

Statements of Cash Flows - Indirect Method
 
For the six-month period ended June 30, 2014 and 2013

(In thousands of Brazilian Reais)

     
Parent
   
Consolidated
 
 
Note
 
06/30/2014
   
06/30/2013
   
06/30/2014
   
06/30/2013
 
Cash flows from operating activities
                         
Net income for the period
     
545,988
     
526,904
     
550,685
     
530,206
 
Adjustments to reconcile net income to cash provided by operating activities
                                 
Share of profit of subsidiaries, joint ventures and associates
11
   
(548,956)
     
(584,956)
     
5,635
     
2,042
 
Depreciation and amortization
12;13
   
-
     
-
     
430,692
     
382,237
 
PIS and COFINS credits on depreciation
12;13
   
-
     
-
     
6,221
     
6,119
 
Asset retirement expenses
18
   
-
     
-
     
(1,917)
     
(1,787)
 
Interest, monetary, and exchange variations
     
47.582
     
31,855
     
286,132
     
246,917
 
Deferred income and social contribution taxes
9.b
   
(888)
     
36
     
(15,499)
     
30,051
 
Income from disposal of assets
28
   
-
     
-
     
(6,692)
     
(14,722)
 
Other
     
-
     
-
     
1,927
     
2,638
 
                                   
Dividends received from subsidiaries and joint-ventures
     
678,322
     
194,513
     
1,539
     
2,904
 
                                   
(Increase) decrease in current assets
                                 
Trade receivables
5
   
-
     
-
     
18,523
     
(173,802)
 
Inventories
6
   
-
     
-
     
(221,678)
     
(106,430)
 
Recoverable taxes
7
   
2,621
     
17,572
     
(34,746)
     
76,882
 
Other receivables
     
452
     
(788)
     
(24,326)
     
(9,746)
 
Prepaid expenses
10
   
1,907
     
-
     
(9,893)
     
(45,822)
 
                                   
Increase (decrease) in current liabilities
                                 
Trade payables
15
   
(1,114)
     
(138)
     
(212,196)
     
(311,476)
 
Salaries and related charges
16
   
17
     
3
     
(73,330)
     
(44,657)
 
Taxes payable
17
   
(11)
     
(3,029)
     
(1,632)
     
26,925
 
Income and social contribution taxes
     
-
     
-
     
185,335
     
117,739
 
Provision for tax, civil, and labor risks
23.a
   
-
     
-
     
(3,760)
     
3,503
 
Other payables
     
(32)
     
-
     
(49,390)
     
(43,519)
 
Deferred revenue
19
   
-
     
-
     
197
     
(4,995)
 
                                   
(Increase) decrease in non-current assets
                                 
Trade receivables
5
   
-
     
-
     
(3,961)
     
6,854
 
Recoverable taxes
7
   
(13,283)
     
25,999
     
(15,578)
     
4,475
 
Escrow deposits
     
-
     
84
     
(55,246)
     
(24,167)
 
Other receivables
     
-
     
-
     
(1,505)
     
(772)
 
Prepaid expenses
10
   
-
     
-
     
4,189
     
(3,845)
 
                                   
Increase (decrease) in non-current liabilities
                                 
Post-employment benefits
24.b
   
-
     
-
     
7,627
     
7,051
 
Provision for tax, civil, and labor risks
23.a
   
8
     
5
     
31,089
     
11,703
 
Other payables
     
-
     
-
     
1,734
     
(4,438)
 
Deferred revenue
19
   
-
     
-
     
(776)
     
(1,122)
 
                                   
Income and social contribution taxes paid
     
(559)
     
-
     
(212,329)
     
(152,099)
 
                                   
Net cash provided by operating activities
     
712,054
     
208,060
     
587,071
     
514,847
 
 
 
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 six-month period ended June 30, 2014 and 2013
 
(In thousands of Brazilian Reais)
 
         
Parent
   
Consolidated
 
   
Note
   
06/30/2014
   
06/30/2013
   
06/30/2014
   
06/30/2013
 
Cash flows from investing activities
                             
Financial investments, net of redemptions
          (46,024 )     (33,037 )     109,486       (18,334 )
Acquisition of subsidiaries, net
          -       -       -       (6,168 )
Cash and cash equivalents of acquired subsidiaries
    3.a       -       -       9,123       -  
Acquisition of property, plant, and equipment
    12       -       -       (263,402 )     (234,164 )
Acquisition of intangible assets
    13       -       -       (155,523 )     (178,953 )
Capital increase in subsidiaries
    11.a       (236,100 )     -       -       -  
Capital increase in joint ventures
    11.b       -       -       (13,500 )     (12,580 )
Capital reduction to subsidiaries
    11.a       -       700,000       -       -  
Proceeds from disposal of assets
    28       -       -       30,830       36,923  
                                         
Net cash provided by (used in) investing activities
            (282,124 )     666,963       (282,986 )     (413,276 )
                                         
Cash flows from financing activities
                                       
Loans and debentures
                                       
Borrowings
    14       -       -       1,071,672       1,110,776  
Repayments
    14       -       -       (524,751 )     (355,518 )
Interest paid
    14       (75,489 )     (66,665 )     (465,356 )     (456,865 )
Payment of financial lease
    14.j       -       -       (2,718 )     (2,232 )
Dividends paid
            (387,944 )     (352,608 )     (394,819 )     (358,625 )
Sale of treasury shares
            12,653       -       -       -  
Costs directly attributable to issuing new shares
    20.c       (2,260 )     -       (2,260 )     -  
Related parties
            (1,965 )     14,163       (2 )     -  
                                         
Net cash used in financing activities
            (455,005 )     (405,110 )     (318,234 )     (62,464 )
                                         
Effect of exchange rate changes on cash and cash equivalents in foreign currency
            -       -       (143 )     (60 )
                                         
Increase (decrease) in cash and cash equivalents
            (25,075 )     469,913       (14,292 )     39,047  
                                         
Cash and cash equivalents at the beginning of the period
    4       110,278       76,981       2,276,069       2,021,114  
                                         
Cash and cash equivalents at the end of the period
    4       85,203       546,894       2,261,777       2,060,161  
                                         
Additional information - transactions that do not affect cash and cash equivalents:
                                       
Extrafarma acquisition – capital increase and subscription warrants
    3.a       749,289       -       749,289       -  
Extrafarma acquisition – gross debt assumed on close date
    3.a       207,911       -       207,911       -  
 

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

 
14

 

Ultrapar Participações S.A. and Subsidiaries

Statements of Value Added
 
For the six-months period ended June 30, 2014 and 2013

(In thousands of Brazilian Reais, except percentages)

         
Parent
 
Consolidated
   
Note
   
06/30/2014
 
%
 
06/30/2013
 
%
 
06/30/2014
 
%
 
06/30/2013
 
%
Revenue
                                     
Gross revenue from sales and services, except rents and royalties
    25       -         -         33,493,087         29,573,196    
Rebates, discounts, and returns
    25       -         -         (156,564 )       (129,571 )  
Allowance for doubtful accounts - Reversal (allowance)
            -         -         (2,185 )       (4,273 )  
Income from disposal of assets
    28       -         -         6,692         14,722    
              -         -         33,341,030         29,454,074    
                                                 
Materials purchased from third parties
                                               
Raw materials used
            -         -         (1,788,674 )       (1,452,498 )  
Cost of goods, products, and services sold
            -         -         (28,134,057 )       (25,044,509 )  
Third-party materials, energy, services, and others
            (24,666 )       (2,871 )       (897,183 )       (779,606 )  
Reversal of impairment losses
            7,753         5,246         (691 )       7,695    
              (16,913 )       2,375         (30,820,605 )       (27,268,918 )  
                                                 
Gross value added
            (16,913 )       2,375         2,520,425         2,185,156    
                                                 
Deductions
                                               
Depreciation and amortization
            -         -         (430,692 )       (382,237 )  
PIS and COFINS credits on depreciation
            -         -         (6,221 )       (6,119 )  
              -         -         (436,913 )       (388,356 )  
                                                 
Net value added by the Company
            (16,913 )       2,375         2,083,512         1,796,800    
                                                 
Value added received in transfer
                                               
Share of profit of subsidiaries, joint-ventures, and associates
    11       548,956         584,956         (5,635 )       (2,042 )  
Rents and royalties
    25       -         -         48,851         39,455    
Financial income
    29       59,901         48,602         171,254         100,438    
              608,857         633,558         214,470         137,851    
                                                 
Total value added available for distribution
            591,944         635,933         2,297,982         1,934,651    
                                                 
Distribution of value added
                                               
Labor and benefits
            2,046  
-
    1,955  
-
    684,007  
30
    572,011  
30
Taxes, fees, and contributions
            (1,911 )
-
    75,034  
12
    616,123  
27
    566,907  
29
Financial expenses and rents
            45,821  
8
    32,040  
5
    447,167  
19
    265,527  
14
Retained earnings
            545,988  
92
    526,904  
83
    550,685  
24
    530,206  
27
Value added distributed
            591,944  
100
    635,933  
100
    2,297,982  
100
    1,934,651  
100

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

 
15

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

1.
Operations
Ultrapar Participações S.A. (“Ultrapar” or “Company”), is a publicly-traded company headquartered at the Brigadeiro Luis Antônio Avenue, 1343 in the city of Săo Paulo – SP, Brazil.

The Company engages in the investment of its own capital in services, commercial, and industrial activities, by 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, as from January 31, 2014, trading of pharmaceutical, hygiene, beauty, and skincare products, through Imifarma Produtos Farmacêuticos e Cosméticos S.A. (“Extrafarma”) – see Note 3.a).


2.
Summary of Significant Accounting Policies
The Company’s consolidated interim financial information was prepared in accordance with International Accounting Standard (“IAS”) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”), in accordance with CPC 21 (R1) - Interim Financial Reporting issued by the Accounting Pronouncements Committee (“CPC”) and presented in accordance with standards established by the Brazilian Securities and Exchange Commission (“CVM”).

The Company’s individual interim financial information was prepared in accordance with CPC 21 (R1) and presented in accordance with standards established by the CVM. The investments in subsidiaries, associates, and joint ventures are measured through the equity method of accounting, which, for purposes of the International Financial Reporting Standards (“IFRS”), would be measured at cost or fair value.

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

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

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

Revenue and cost of sales are recognized when all risks and benefits associated with the products are transferred to the purchaser. Revenue from services provided and their costs are recognized when the services are provided. Costs of products sold and services provided include goods (mainly fuels/lubricants, LPG, and pharmaceutical products), raw materials (chemicals and petrochemicals) and production, distribution, storage, and filling costs.

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

 
16

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

c.
Financial Instruments
 
In accordance with IAS 32, IAS 39, and IFRS 7 (CPC 38, 39 and 40 (R1)), the financial instruments of the Company and its subsidiaries are classified in accordance with the following categories:

Measured at fair value through profit or loss: financial assets and liabilities held for trading, that is, acquired or incurred principally for the purpose of selling or repurchasing in the near term, and derivatives. The balances are stated at fair value. The interest earned, the exchange variation, and changes in fair value are recognized in profit or loss.
   
Held to maturity: non-derivative financial assets with fixed or determinable payments, and fixed maturities for which the entity has the positive intention and ability to hold to maturity. The interest earned and the foreign currency exchange variation are recognized in profit or loss, and balances are stated at acquisition cost plus the interest earned, using the effective interest rate method.
   
Available for sale: non-derivative financial assets that are designated as available for sale or that are not classified into other categories at initial recognition. The balances are stated at fair value, and the interest earned and the foreign currency exchange variation are recognized in profit or loss. Differences between fair value and acquisition cost plus the interest earned are recognized in cumulative other comprehensive income in the shareholders’ equity portion of the balance sheet. Accumulated gains and losses recognized in the shareholders’ equity are reclassified to profit or loss in case of prepayment.
   
Loans and receivables: non-derivative financial assets with fixed or determinable payments or receipts, not quoted in an active market, except: (i) those which the entity intends to sell immediately or in the near term and which the entity classified as measured at fair value through profit or loss; (ii) those classified as available for sale; or (iii) those for which the Company may not recover substantially all of its initial investment for reasons other than credit deterioration. The interest earned and the foreign currency exchange variation are recognized in profit or loss. The balances are stated at acquisition cost plus interest, using the effective interest rate method. Loans and receivables include cash and banks, trade receivables, dividends receivable, and other trade receivables.
 
The Company and its subsidiaries use derivative financial instruments for hedging purposes, applying the concepts described below:

Fair value hedge: derivative financial instruments used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the entity’s profit or loss.
   
Hedge accounting - fair value hedge: in the initial designation of the fair value hedge, the relationship between the hedging instrument and the hedged item is documented, including the objectives of risk management, the strategy in conducting the transaction, and the methods to be used to evaluate its effectiveness. Once the fair value hedge has been qualified as effective, the hedge item is also measured at fair value. Gains and losses from hedge instruments and hedge items are recognized in profit or loss. The hedge accounting must be discontinued when the hedge becomes ineffective.
   
Hedge accounting - hedge of net investments in foreign operation: derivative financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company. The portion of the gain or loss on the hedging instrument that is determined to be effective, referring to the exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as cumulative translation adjustments, while the ineffective portion and the operating costs are recognized in profit or loss. The gain or loss on the hedging instrument that has been recognized directly in accumulated other comprehensive income shall be recognized in income upon disposal of the foreign operation.

For further detail on financial instruments of the Company and its subsidiaries, see Notes 4, 14, and 22.



 
17

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

d.
Trade Receivables
Trade receivables are recognized at the amount invoiced, adjusted to present value if applicable, and includes all direct taxes attributable to the Company and its subsidiaries. An allowance for doubtful accounts is recorded based on estimated losses and is set at an amount deemed by management to be sufficient to cover any probable loss on realization of trade receivables (see Note 22 - Customer Credit Risk).

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

Investments in associates in which management has a significant influence or in which it holds 20% or more of the voting stock, or that are under joint control, are also accounted for under the equity method of accounting in the individual and consolidated interim financial information (see Note 11).

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

g.
Property, Plant, and Equipment
Property, plant, and equipment is recognized at acquisition or construction cost, including financial charges incurred on property, plant, and equipment under construction, as well as maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission, or to restore assets (see Note 18).

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

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

 
18

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

h.
Leases

•    Finance Leases

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

•    Operating Leases

There are lease transactions where the risks and benefits associated with the ownership of the asset are not transferred and where there is no purchase option, or the purchase option at the end of the contract is equivalent to the market value of the leased asset. Payments made under an operating lease contract are recognized as cost or expense in the income statement on a straight-line basis over the term of the lease contract (see Note 23.g).

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

 
Goodwill is carried net of accumulated amortization as of December 31, 2008, when it ceased to be amortized. Goodwill generated since January 1, 2009 is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identified assets and liabilities assumed of the acquired entity, and is tested annually for impairment. Goodwill is allocated to the respective cash generating units (“CGU”) for impairment testing purposes.
     
 
Bonus disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as distribution rights when paid and amortized using the straight-line method according to the term of the agreement.
     
 
Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, for the periods mentioned in Note 13, taking into account their useful life, which is reviewed annually.

The Company and its subsidiaries have not recognized intangible assets that were created internally. The Company and its subsidiaries have not recognized intangible assets that have an indefinite useful life, except for goodwill and the “am/pm” brand.

 
19

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

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

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

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 or equity instruments, are allocated to the instrument and amortized to profit or loss over its term, using the effective interest rate method (see Note 14.k).
 
l.
Income and Social Contribution Taxes on Income
Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates, considering the value of tax incentives. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the reporting period. The current rates in Brazil are 25% for income tax and 9% for social contribution on net income tax. For further details about recognition and realization of IRPJ and CSLL, see Note 9.

m.
Provision for Asset Retirement Obligation – Fuel Tanks
The Company and its subsidiaries have the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when tanks are installed. The estimated cost is recognized in property, plant, and equipment and depreciated over the respective useful life of the tanks. The amounts recognized as a liability are monetarily restated until the respective tank is removed (see Note 18). An increase in the estimated cost of the obligation to remove the tanks could result in negative impact in future results. The estimated removal cost is reviewed and updated annually or when there is significant change in its amount.

n.
Provisions for Tax, Civil, and Labor Risks
A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss is more-likely-than-not in the opinion of management and internal and external legal counsel, and the amounts are recognized based on evaluation of the outcomes of the legal proceedings (see Note 23 items a,b,c,d).

o.
Post-Employment Benefits
Post-employment benefits granted and to be granted to employees, retirees, and pensioners are based on an actuarial calculation prepared by an independent actuary, using the projected unit credit method (see Note 24.b). The actuarial gains and losses are recognized in other comprehensive income and presented in the statement of shareholders’ equity. Past service cost is recognized in the income statement.

 
20

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

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

q.
Foreign Currency Transactions
Foreign currency transactions carried out by the Company or its subsidiaries are remeasured into their functional currency at the exchange rate prevailing at the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate at the end of the reporting period. The effect of the difference between those exchange rates is recognized in profit or loss until the conclusion of each transaction.
 
r.
Basis for Translation of Interim Financial Information of Foreign Subsidiaries
Assets and liabilities of the foreign subsidiaries, denominated in currencies other than that of the Company (functional currency: Brazilian Real), which have administrative autonomy, are translated using the exchange rate at the end of the reporting period. Revenues and expenses are translated using the average exchange rate of each period and shareholders’ equity is translated at the historic exchange rate of each transaction affecting shareholders’ equity. Gains and losses resulting from changes in these foreign investments are directly recognized in the statement of shareholders’ equity as cumulative translation adjustments and will be recognized in profit or loss if these investments are disposed of. The recognized balance in cumulative other comprehensive income and presented in the shareholders’ equity as cumulative translation adjustments as of June 30, 2014 was a gain of R$ 51,932 (gain of R$ 38,076 as of December 31, 2013).

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

Subsidiary
Functional currency
Location
     
Oxiteno México S.A. de C.V.
Mexican Peso
Mexico
Oxiteno Servicios Corporativos S.A. de C.V.
Mexican Peso
Mexico
Oxiteno Servicios Industriales de C.V.
Mexican Peso
Mexico
Oxiteno USA LLC
U.S. Dollar
United States
Oxiteno Andina, C.A.
Bolivar
Venezuela
Oxiteno Uruguay S.A.
U.S. Dollar
Uruguay
 
According to IAS 29, Venezuela is classified as a hyperinflationary economy. As a result, the financial statements of Oxiteno Andina, C.A. (“Oxiteno Andina”) were adjusted by the Venezuelan Consumer Price Index.

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

Assets and liabilities of the other foreign subsidiaries, which do not have administrative autonomy, are considered an extension of the activities of their parent company and are translated using the exchange rate at the end of the reporting period. Gains and losses resulting from changes in these foreign investments are directly recognized as financial income or loss. The loss recognized in income for the six-month period ended June 30, 2014 amounted to R$ 2,736 (R$ 2,667 gain for the six-month period ended June 30, 2013).

 
 
 
 
21

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

s.
Use of Estimates, Assumptions and Judgments
The preparation of the interim financial information requires the use of estimates, assumptions, and judgments for the accounting of certain assets, liabilities, and income. Therefore, the Company’s and subsidiaries’ management use the best information available at the time of preparation of the interim financial information, as well as the experience of past and current events, also considering assumptions regarding future events. The interim financial information therefore include estimates, assumptions, and judgments related mainly to determining the fair value of financial instruments (Notes 4, 14 and 22), the determination of the allowance for doubtful accounts (Notes 5 and 22), the determination of provisions for losses of inventories (Note 6), the determination of deferred income taxes amounts (Note 9), the useful life of property, plant, and equipment (Note 12), the useful life of intangible assets, and the determination of the recoverable amount of goodwill (Note 13), provisions for assets retirement obligations (Note 18), tax, civil, and labor provisions (Note 23 items a,b,c,d), and estimates for the preparation of actuarial reports (Note 24.b). The actual result of the transactions and information may differ from their estimates.

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

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

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

No impairment was recognized in the periods presented (see Note 13.i).
 
u.
Adjustment to Present Value
Some of the Company’s subsidiaries recognized a present value adjustment to Tax on Goods and Services (“ICMS”, the Brazilian VAT) credit balances related to property, plant, and equipment (CIAP). Because recovery of these credits occurs over a 48 month period, the present value adjustment reflects, in the interim financial information, the time value of the ICMS credits to be recovered. The balance of these adjustment to present value totaled R$ 518 as of June 30, 2014 (R$ 354 as of December 31, 2013).

The Company and its subsidiaries reviewed all items classified as non-current and, when relevant, current assets and liabilities, and did not identify the need to recognize other present value adjustments.

 
22

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

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

w.
Adoption of the Pronouncements Issued by CPC and IFRS

Certain standards, amendments, and interpretations that were applied to IFRS and were issued by IASB but are not yet effective and were not applied as of June 30, 2014, are as follows:

   
Effective
date
Amendments to IAS 32 – Financial instruments: presentation: provides clarifications on the application of the offsetting rules.
 
2014
IFRS 9 (and corresponding 2010 and 2013 amendments): Financial instrument classification and measurement: includes new requirements for the classification and measurement of financial assets and liabilities, derecognition requirements, new impairment methodology for financial instruments, and new hedge accounting guidance (as issued in November, 2013).
 
2018(*)
IFRS 15 - Revenue from contracts with customers: establish the principles of nature, amount, timing and uncertainty of revenue and cash flow arising from a contract with a customer.
 
2017

(*) On July 24, 2014, the IASB issued the final version of IFRS 9, with the mandatory effective date set for January 1, 2018.

CPC has not yet issued pronouncements equivalent to these IAS/IFRS, but is expected to do so before the date they become effective. The adoption of IFRS pronouncements is subject to prior approval by the CVM. The Company is assessing the potential effects of these standards.

x.
Authorization for Issuance of the Interim Financial Information
The interim financial information was authorized for issue by the Board of Directors on August 6, 2014.
 
 
 
23

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

3.
Principles of Consolidation and Investments in Subsidiaries

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

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

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

 
24

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
The consolidated interim financial information includes the following direct and indirect subsidiaries:

     
% interest in the share
 
     
06/30/2014
   
12/31/2013
 
     
Control
   
Control
 
 
Location
 
Direct control
   
Indirect control
   
Direct control
   
Indirect control
 
Imifarma Produtos Farmacêuticos e Cosméticos S.A.
Brazil
    100       -       -       -  
Ipiranga Produtos de Petróleo S.A.
Brazil
    100       -       100       -  
am/pm Comestíveis Ltda.
Brazil
    -       100       -       100  
Centro de Conveniências Millennium Ltda.
Brazil
    -       100       -       100  
Conveniência Ipiranga Norte Ltda.
Brazil
    -       100       -       100  
Ipiranga Trading Limited
Virgin Islands
    -       100       -       100  
Tropical Transportes Ipiranga Ltda.
Brazil
    -       100       -       100  
Ipiranga Imobiliária Ltda.
Brazil
    -       100       -       100  
Ipiranga Logística Ltda.
Brazil
    -       100       -       100  
Isa-Sul Administraçăo e Participações Ltda.
Brazil
    -       100       -       100  
Companhia Ultragaz S.A.
Brazil
    -       99       -       99  
Bahiana Distribuidora de Gás Ltda.
Brazil
    -       100       -       100  
Utingás Armazenadora S.A.
Brazil
    -       57       -       57  
LPG International Inc.
Cayman Islands
    -       100       -       100  
Imaven Imóveis Ltda.
Brazil
    -       100       -       100  
Oil Trading Importadora e Exportadora Ltda.
Brazil
    -       100       -       100  
Oxiteno S.A. Indústria e Comércio
Brazil
    100       -       100       -  
Oxiteno Nordeste S.A. Indústria e Comércio
Brazil
    -       99       -       99  
Oxiteno Argentina Sociedad de Responsabilidad Ltda.
Argentina
    -       100       -       100  
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.
Brazil
    -       100       -       100  
Oxiteno Uruguay S.A.
Uruguay
    -       100       -       100  
Barrington S.L.
Spain
    -       100       -       100  
Oxiteno México S.A. de C.V.
Mexico
    -       100       -       100  
Oxiteno Servicios Corporativos S.A. de C.V.
Mexico
    -       100       -       100  
Oxiteno Servicios Industriales S.A. de C.V.
Mexico
    -       100       -       100  
Oxiteno USA LLC
United States
    -       100       -       100  
Global Petroleum Products Trading Corp.
Virgin Islands
    -       100       -       100  
Oxiteno Overseas Corp.
Virgin Islands
    -       100       -       100  
Oxiteno Andina, C.A.
Venezuela
    -       100       -       100  
Oxiteno Europe SPRL
Belgium
    -       100       -       100  
Oxiteno Colombia S.A.S
Colombia
    -       100       -       100  
Oxiteno Shanghai Trading LTD.
China
    -       100       -       100  
Empresa Carioca de Produtos Químicos S.A.
Brazil
    -       100       -       100  
Ultracargo - Operações Logísticas e Participações Ltda.
Brazil
    100       -       100       -  
Terminal Químico de Aratu S.A. – Tequimar
Brazil
    -       99       -       99  
SERMA - Ass. dos usuários equip. proc. de dados
Brazil
    -       100       -       100  

The percentages in the table above are rounded.

 
25

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

a) Business Combination – Acquisition of Extrafarma
 
On January 31, 2014 the merger of all shares issued by Extrafarma into Ultrapar was approved at the Extraordinary Shareholders’ Meeting of Ultrapar and Extrafarma. After the merger of shares, Extrafarma became a wholly-owned subsidiary of Ultrapar and the shareholders of Extrafarma became long-term shareholders of Ultrapar. The association with Extrafarma marks Ultrapar’s entry into Brazil's retail pharmacy sector, making it the third distribution and specialty retail business of the Company.

As a result, 12,021,100 new ordinary, nominative, book-entry shares with no par value of the Company were issued on January 31, 2014, increasing capital share by R$ 141,913. These resulted in total capital share of R$ 3,838,686, represented by 556,405,096 shares and increasing capital reserves by R$ 498,812, totaling an increase in equity in the amount of R$ 640,725. This transaction did not affect the Company’ cash flow.

In addition, the Company issued subscription warrants that, if exercised, would lead to the issuance of up to 4,007,031 shares in the future, broken down into 801,409 shares related to subscription warrants – working capital and 3,205,622 shares related to subscription warrants – indemnification. On June 30, 2014, in a preliminary assessment of the working capital and indebtedness adjustments the Company identified that the subscription warrants – working capital shall not be exercised by the former shareholders of Extrafarma. Accordingly, the Company reversed full provision for the issuance of 801,409 shares related to subscription warrants – working capital, which at the acquisition date amounted to R$ 42,138. The shares of the subscription warrants – indemnification may be exercised as early as 2020 and are adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period previous to January 31, 2014. The subscription warrants – indemnification are valued based on the share price of Ultrapar (UGPA3) on the reporting date. On June 30, 2014, the subscription warrants – indemnification were represented by 2,323,241 shares and totaled R$ 108,613.

The temporary purchase price in the amount of R$ 749,289, subject to the customary final adjustments of working capital, will be allocated among the identified assets acquired and liabilities assumed, measured at fair value. The Company is measuring the open balance, fair value of assets and liabilities, and, consequently, the goodwill. The purchase price allocation is being determined and its conclusion is estimated for the second semester of 2014. During the process of identification of assets and liabilities, intangible assets, which are not recognized in the acquired entity’s books, will also be taken into account. The temporary goodwill is R$ 795,519.

 
26

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

The table below summarizes the temporary assets acquired and liabilities assumed as of the acquisition date, subject to the customary final adjustments of working capital and purchase price allocation:
 
Current assets
       
Current liabilities
       
Cash and cash equivalents
   
9,123
 
Loans (1)
   
179,818
 
Trade receivables
   
68,398
 
Trade payables
   
117,202
 
Inventories
   
164,590
 
Salaries and related charges
   
16,539
 
Recoverable taxes
   
12,961
 
Income and social contribution taxes payable
   
3,429
 
Other
   
    5,110
 
Deferred revenue
   
4,834
 
     
260,182
 
Other
   
    6,316
 
               
328,138
 
                   
Non-current assets
       
Non-current liabilities
       
Property, plant, and equipment
   
48,547
 
Loans (1)
   
28,093
 
Intangible assets
   
12,008
 
Provision for tax, civil and labor risks
   
46,199
 
Deferred income and social contribution taxes
   
41,276
 
Other
   
  7,096
 
Escrow deposits
   
1,283
       
81,388
 
Temporary goodwill
   
795,519
           
     
898,633
 
Total liabilities assumed
   
409,526
 
                   
Total assets acquired and temporary goodwill
   
1,158,815
 
Consideration transferred
   
749,289
 

(1) The gross debt assumed on closing date amounted to R$ 207,911.

For further details on property, plant, and equipment and intangibles acquired, see Notes 12 and 13 respectively.

For further details, see Material Notice released on September 30, 2013, Material Notice, Protocol and Justification of Merger of Shares and Management’s Proposal to Extraordinary Shareholders´ Meeting and its Annex released on December 19, 2013 and Market Announcement released on January 31, 2014.

 
27

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

4.
Cash and Cash Equivalents and Financial Investments

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

The financial assets were classified in Note 22, according to their characteristics and intention of the Company and its subsidiaries.

The balance of cash, cash equivalents and financial investments (consolidated) amounted to R$ 3,419,922 at June 30, 2014 (R$ 3,543,700 at December 31, 2013) and are distributed as follows:

·
Cash and Cash Equivalents

Cash and cash equivalents are considered: (i) cash and bank deposits, and (ii) highly-liquid short-term investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value.
 
   
Parent
   
Consolidated
 
   
06/30/2014
   
12/31/2013
   
06/30/2014
   
12/31/2013
 
                         
Cash and bank deposits
                       
In local currency
    61       153       112,064       136,532  
In foreign currency
    -       -       69,450       88,394  
                                 
Financial investments considered cash equivalents
                               
In local currency
                               
Fixed-income securities
    85,142       110,125       2,066,066       2,051,143  
In foreign currency
                               
Fixed-income securities
    -       -       4,197       -  
                                 
                                 
Total cash and cash equivalents
    85,203       110,278       2,261,777       2,276,069  
 
 
 
 
 
28

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
·
Financial Investments

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

   
Parent
   
Consolidated
 
   
06/30/2014
   
12/31/2013
   
06/30/2014
   
12/31/2013
 
                         
Financial investments
                       
In local currency
                       
Fixed-income securities and funds
    44,323       264       712,128       747,256  
                                 
In foreign currency
                               
Fixed-income securities and funds
    -       -       384,747       368,781  
                                 
Currency and interest rate hedging instruments (a)
    -       -       61,270       151,594  
                                 
Total financial investments
    44,323       264       1,158,145       1,267,631  
                                 
Current
    44,323       264       1,088,191       1,149,132  
                                 
Non-current
    -       -       69,954       118,499  

(a) Accumulated gains, net of income tax (see Note 22).

 
29

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 
 

5.
Trade Receivables (Consolidated)
 
The composition of trade receivables is as follows:

   
06/30/2014
   
12/31/2013
 
             
Domestic customers
   
2,217,098
     
2,159,355
 
Reseller financing - Ipiranga
   
283,059
     
276,044
 
Foreign customers
   
167,188
     
157,696
 
(-) Allowance for doubtful accounts
   
(164,135
)
   
(147,080
)
                 
Total
   
2,503,210
     
2,446,015
 
                 
Current
   
2,374,771
     
2,321,537
 
                 
Non-current
   
128,439
     
124,478
 

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

The breakdown of trade receivables, gross of allowance for doubtful accounts, is as follows:
 
               
Past due
   
 
Total
   
 
Current
   
less than 30 days
   
31-60 days
   
61-90 days
   
91-180 days
 
more than 180 days
                                       
06/30/2014
   
2,667,345
     
2,338,708
     
71,710
     
24,029
     
14,430
     
24,700
 
193,768
                                                   
12/31/2013
   
2,593,095
     
2,282,310
     
104,544
     
12,906
     
6,428
     
7,786
 
179,121
 

Movements in the allowance for doubtful accounts are as follows:

Balance at December 31, 2013
   
147,080
 
Initial balance of Extrafarma (January 31, 2014)
   
5,499
 
Additions
   
12,768
 
Write-offs
   
(1,212)
 
Balance at June 30, 2014
   
164,135
 

 
30

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 

6.
Inventories (Consolidated)
 
The composition of inventories is as follows:

   
06/30/2014
   
12/31/2013
 
   
Cost
   
Provision for losses
   
Net balance
   
Cost
   
Provision for losses
   
Net balance
 
                                     
Finished goods
   
387,900
     
(10,824
)
   
377,076
     
318,451
     
(7,100
)
   
311,351
 
Work in process
   
1,682
     
-
     
1,682
     
2,626
     
-
     
2,626
 
Raw materials
   
203,105
     
(36
)
   
203,069
     
209,735
     
(169
)
   
209,566
 
Liquefied petroleum gas (LPG)
   
38,723
     
(5,761
)
   
32,962
     
41,678
     
(5,761
)
   
35,917
 
Fuels, lubricants, and greases
   
995,056
     
(703
)
   
994,353
     
817,016
     
(758
)
   
816,258
 
Consumable materials and bottles for resale
   
77,159
     
(2,244
)
   
74,915
     
64,465
     
(1,450
)
   
63,015
 
Pharmaceutical, hygiene, and beauty products
   
187,183
     
(3,938
)
   
183,245
     
-
     
-
     
-
 
Advances to suppliers
   
87,819
     
-
     
87,819
     
128,618
     
-
     
128,618
 
Properties for resale
   
25,096
     
-
     
25,096
     
25,162
     
-
     
25,162
 
                                                 
     
2,003,723
     
(23,506
)
   
1,980,217
     
1,607,751
     
(15,238
)
   
1,592,513
 

Movements in the provision for losses are as follows:

Balance at December 31, 2013
   
15,238
 
Initial balance of Extrafarma (January 31, 2014)
   
3,164
 
Recoveries of realizable value adjustment
   
5,651
 
Reversals of obsolescence and other losses
   
(547)
 
Balance at June 30, 2014
   
23,506
 

The breakdown of provisions for losses related to inventories is shown in the table below:
 
   
06/30/2014
   
12/31/2013
 
Realizable value adjustment
   
15,148
     
9,497
 
Obsolescence and other losses
   
8,358
     
5,741
 
Total
   
23,506
     
15,238
 
 
 
 
 
 
 
 
31

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
7.
Recoverable Taxes

Recoverable taxes are substantially represented by credits of ICMS, Taxes for Social Security Financing (COFINS), Employee’s Profit Participation Program (PIS), IRPJ, and CSLL.

   
Parent
   
Consolidated
 
   
06/30/2014
   
12/31/2013
   
06/30/2014
   
12/31/2013
 
IRPJ and CSLL
    59,193       48,531       153,460       160,590  
ICMS
    -       -       257,776       210,045  
Provision for ICMS losses (1)
    -       -       (82,374 )     (65,180 )
PIS and COFINS
    -       -       194,445       156,707  
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno Andina and Oxiteno Uruguay
    -       -       46,426       43,592  
Excise tax - IPI
    -       -       5,325       3,997  
Other
    -       -       5,568       7,589  
                                 
Total
    59,193       48,531       580,626       517,340  
                                 
Current
    24,446       27,067       527,682       479,975  
                                 
Non-current
    34,747       21,464       52,944       37,365  

(1) The provision for ICMS losses relates to tax credits that the subsidiaries believe to be unable to offset in the future and its movements are as follows:

Balance at December 31, 2013
   
65,180
 
Initial balance of Extrafarma (January 31, 2014)
   
20,888
 
Additions
   
3,275
 
Write-offs
   
(6,969
)
Balance at June 30, 2014
   
82,374
 

 
 
32

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 
8.  
Related Parties
 
a.
Related Parties
 
 
· 
Parent Company
 
   
Assets Debentures
   
Financial income
 
             
             
Ipiranga Produtos de Petróleo S.A.
    774,159       56,508  
Total as of June 30, 2014
    774,159       56,508  

 
   
Assets
Debentures
   
Financial income
 
             
Ipiranga Produtos de Petróleo S.A.
   
772,194
     
38,872
 
Total as of December 31, 2013
   
772,194
         
Total as of June 30, 2013
           
38,872
 


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

 
 
33

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

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

   
Loans
   
Commercial transactions
 
   
Assets
   
Liabilities
   
Receivables1
   
Payables1
 
                         
Oxicap Indústria de Gases Ltda.
   
10,368
     
-
     
-
     
1,104
 
Química da Bahia Indústria e Comércio S.A.
   
-
     
3,046
     
-
     
-
 
ConectCar Soluções de Mobilidade Eletrônica S.A.
   
-
     
-
     
1,164
     
513
 
Others
   
490
     
824
     
-
     
-
 
Total as of June 30, 2014
   
10,858
     
3,870
     
1,164
     
1,617
 
 
   
Loans
   
Commercial transactions
 
   
Assets
   
Liabilities
   
Receivables1
   
Payables1
 
                         
Oxicap Indústria de Gases Ltda.
   
10,368
     
-
     
-
     
1,069
 
Química da Bahia Indústria e Comércio S.A.
   
-
     
3,046
     
-
     
-
 
Refinaria de Petróleo Riograndense S.A.
   
-
     
-
     
-
     
1,051
 
ConectCar Soluções de Mobilidade Eletrônica S.A.
   
-
     
-
     
7,952
     
1,210
 
Others
   
 490
     
 826
     
 -
     
 -
 
Total as of December 31, 2013
   
10,858
     
3,872
     
7,952
     
3,330
 

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

 
   
Commercial transactions
 
   
Sales
   
Purchases
 
Oxicap Indústria de Gases Ltda.
   
3
     
6,508
 
Refinaria de Petróleo Riograndense S.A.
   
-
     
12,144
 
ConectCar Soluções de Mobilidade Eletrônica S.A.
   
4,398
     
-
 
Total as of June 30, 2014
   
4,401
     
18,652
 
 
   
Commercial transactions
 
   
Sales
   
Purchases
 
Oxicap Indústria de Gases Ltda.
   
3
     
5,981
 
Refinaria de Petróleo Riograndense S.A.
   
-
     
15,188
 
ConectCar Soluções de Mobilidade Eletrônica S.A.
   
4,662
     
-
 
Total as of June 30, 2013
   
4,665
     
21,169
 
 

 
34

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on similar market prices and terms with customers and suppliers with comparable operational performance. The above operations related to ConectCar refer to the adhesion to Ipiranga’s marketing plan and services provided. Borrowing agreements are for an indeterminate period and do not contain interest clauses. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, which is why no allowance for doubtful accounts or collateral is provided. Collateral provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 14.l). Intercompany loans are contracted in light of temporary cash surpluses or deficits of the Company, its subsidiaries, and its associates.
 
b.
Key executives - Compensation (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 EVA ®  and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. In addition, the chief executive officer is entitled to additional long term variable compensation relating to the Company’s shares’ performance between 2013 and 2018, reflecting the target of more than doubling the share value of the Company in 5 years. Further details about the Deferred Stock Plan are contained in Note 8.c) and about post-employment benefits in Note 24.b).

As of June 30, 2014, the Company and its subsidiaries recognized expenses for compensation of its key executives (Company’s directors and executive officers) in the amount of R$ 18,815 (R$ 15,563 as of June 30, 2013). Out of this total, R$ 14,586 relates to short-term compensation (R$ 12,929 as of June 30, 2013), R$ 2,616 to stock compensation (R$ 1,893 as of June 30, 2013), R$ 848 to post-employment benefits (R$ 741 as of June 30, 2013), and R$ 765 to long-term compensation.
 
 
 
35

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 

c.
Deferred Stock Plan

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

The table below summarizes shares provided to the Company and its subsidiaries’ management:
 
 
Grant date
 
Balance of number of shares granted
 
 
 
Vesting period
 
Market price of shares on the grant date
(in R$ per share)
   
Total compensation costs, including taxes
   
Accumulated recognized compensation costs
   
Accumulated unrecognized compensation costs
 
                                 
March 5, 2014
   
83,400
 
2019 to 2021
   
52.15
     
5,999
     
(340
)
   
5,659
 
February 3, 2014
   
150,000
 
2018 to 2020
   
55.36
     
11,454
     
(981
)
   
10,473
 
November 7, 2012
   
350,000
 
2017 to 2019
   
42.90
     
20,710
     
(5,862
)
   
14,848
 
December 14, 2011
   
120,000
 
2016 to 2018
   
31.85
     
5,272
     
(2,313
)
   
2,959
 
November 10, 2010
   
260,000
 
2015 to 2017
   
26.78
     
9,602
     
(5,980
)
   
3,622
 
December 16, 2009
   
250,000
 
2014 to 2016
   
20.75
     
7,155
     
(5,570
)
   
1,585
 
October 8, 2008
   
384,008
 
2013 to 2015
   
9.99
     
8,090
     
(7,508
)
   
582
 
December 12, 2007
   
53,320
 
2012 to 2014
   
16.17
     
3,570
     
(3,499
)
   
71
 
November 9, 2006
   
207,200
 
2016
   
11.62
     
3,322
     
(2,547
)
   
775
 
December 14, 2005
   
93,600
 
2015
   
8.21
     
1,060
     
(909
)
   
151
 
October 4, 2004
   
167,900
 
2014
   
10.20
     
2,361
     
(2,302
)
   
59
 
     
2,119,428
               
78,595
     
(37,811
)
   
40,784
 
 
The amortization for the six-month period ended June 30, 2014 in the amount of R$ 5,782 (R$ 4,950 for the six-month period ended June 30, 2013) was recognized as a general and administrative expense.

The table below shows the movement in the number of granted shares:
       
Balance as of  December 31, 2013
    1,886,028  
Shares granted on February 3, 2014
    150,000  
Shares granted on March 5, 2014
    83,400  
Balance as of  June 30, 2014
    2,119,428  
 

 
36

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
9.  
Income and Social Contribution Taxes

a. 
Deferred Income and Social Contribution Taxes

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

   
Parent
 
Consolidated
 
   
6/30/2014
   
12/31/2013
   
6/30/2014
 
12/31/2013
 
                       
Assets - Deferred income and social contribution taxes on:
                     
Provision for impairment of assets
   
-
     
-
   
50,406
   
32,130
 
Provisions for tax, civil, and labor risks
   
12
     
10
   
123,211
   
111,395
 
Provision for post-employment benefit
   
-
     
-
   
46,349
   
43,753
 
Provision for differences between cash and accrual basis
   
-
     
-
   
4,232
   
-
 
Goodwill
   
-
     
-
   
36,613
   
57,334
 
Provision for asset retirement obligation
   
-
     
-
   
14,296
   
13,760
 
Other provisions
   
22
     
385
   
91,362
   
72,153
 
Tax losses and negative basis for social contribution carryforwards (d)
   
1,249
     
-
   
35,362
   
45,607
 
                             
Total
   
1,283
     
395
   
401,831
   
376,132
 
                             
Liabilities - Deferred income and social contribution taxes on:
                           
Revaluation of property, plant, and equipment
   
-
     
-
   
3,069
   
3,130
 
Lease
   
-
     
-
   
5,336
   
5,640
 
Provision for differences between cash and accrual basis
   
-
     
-
   
27,902
   
61,864
 
Provision for goodwill/negative goodwill
   
-
     
-
   
9,480
   
6,709
 
Temporary differences of foreign subsidiaries
   
-
     
-
   
6,092
   
4,088
 
Provision for post-employment benefit
   
-
     
-
   
5,911
   
5,911
 
Other provisions
   
-
     
-
   
12,982
   
14,157
 
                             
Total
   
-
     
-
   
70,772
   
101,499
 
 
 
 
37

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Changes in the net balance of deferred IRPJ and CSLL are as follows:

   
06/30/2014
   
06/30/2013
 
             
Initial balance
    274,633       384,407  
Deferred IRPJ and CSLL recognized in income of the period
    15,499       (30,051 )
Initial balance of Extrafarma (January 31, 2014)
    41,276       -  
Deferred IRPJ and CSLL recognized in business combinations
    -       (9,068 )
Other
    (349 )     (587 )
                 
Final balance
    331,059       344,701  
 
 
The estimated recovery of deferred tax assets relating to IRPJ and CSLL is stated as follows:

   
Parent
   
Consolidated
 
             
Up to 1 year
   
1,249
     
138,918
 
From 1 to 2 years
   
-
     
80,132
 
From 2 to 3 years
   
12
     
35,966
 
From 3 to 5 years
   
-
     
38,339
 
From 5 to 7 years
   
22
     
72,721
 
From 7 to 10 years
   
-
     
35,755
 
                 
     
1,283
     
401,831
 
 

 
 
38

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 
b. 
Reconciliation of Income and Social Contribution Taxes

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

   
Parent
   
Consolidated
 
   
06/30/2014
   
06/30/2013
   
06/30/2014
   
06/30/2013
 
                         
Income before taxes and share of profit of subsidiaries, joint ventures, and associates
   
(3,856)
     
2,892
     
814,474
     
784,894
 
Statutory tax rates - %
   
34
     
34
     
34
     
34
 
Income and social contribution taxes at the statutory tax rates
   
1,311
     
(983)
     
(276,921)
     
(266,864)
 
Adjustments to the statutory income and social contribution taxes:
                               
Nondeductible expenses (i)
   
(423)
     
(355)
     
(21,426)
     
(13,910)
 
Nontaxable revenues (ii)
   
-
     
-
     
247
     
1,884
 
Adjustment to estimated income (iii)
   
-
     
-
     
7,067
     
3,206
 
Interest on equity (iv)
   
-
     
(59,617)
     
-
     
(218)
 
Other adjustments
   
-
     
11
     
(76)
     
1,156
 
Income and social contribution taxes before tax incentives
   
888
     
(60,944)
     
(291,109)
     
(274,746)
 
                                 
Tax incentives - SUDENE
   
-
     
-
     
32,955
     
22,100
 
Income and social contribution taxes in the income statement
   
888
     
(60,944)
     
(258,154)
     
(252,646)
 
                                 
Current
   
-
     
(60,908)
     
(306,608)
     
(244,695)
 
Deferred
   
888
     
(36)
     
15,499
     
(30,051)
 
Tax incentives - SUDENE
   
-
     
-
     
32,955
     
22,100
 
                                 
Effective IRPJ and CSLL rates - %
                   
31.7
     
32.2
 

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

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

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

 
(iv)
Interest on equity is an option foreseen in Brazilian corporate law to distribute profits to shareholders, calculated based on the long-term interest rate (“TJLP”), which does not affect the income statement, but is deductible for purposes of IRPJ and CSLL.
 
 
 
39

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
c.
Tax Incentives - SUDENE

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

Subsidiary
Units
Incentive - %
Expiration
       
Oxiteno Nordeste S.A. Indústria e Comércio
Camaçari plant
75
2016
       
Bahiana Distribuidora de Gás Ltda.
Caucaia base (1)
75
2012
 
Mataripe base (1)
75
2013
 
Aracaju base
75
2017
 
Suape base
75
2018
       
Terminal Químico de Aratu S.A. – Tequimar
Suape terminal
75
2020
 
Aratu terminal (2)
75
2022
       
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.
Camaçari plant
75
2022

(1) In 2014, the subsidiary will request the extension of the recognition of tax incentive for another 10 years, due to the production increase in the Caucaia base and modernization in the Mataripe base.

(2) On December 26, 2013, the petition requesting the extension of the tax incentive for another 10 years was granted by SUDENE, due to the modernization in the Aratu terminal. Due to the expiration of the period for approval by the Federal Revenue Service on the petition, Tequimar recognized the tax benefit in income for the second quarter of 2014, retroactive to January 2013 in the amount of R$ 4,356.

d.  
Income and Social Contribution Taxes Carryforwards
 
As of June 30, 2014, the Company and certain subsidiaries have loss carryforwards (income tax) amounting to R$ 111,757 (R$ 142,952 as of December 31, 2013) and negative basis of CSLL of R$ 82,474 (R$ 109,652 as of December 31, 2013), whose compensations are limited to 30% of taxable income, which do not expire. Based on these values, the Company and its subsidiaries recognized deferred income and social contribution tax assets in the amount of R$ 35,362 as of June 30, 2014 (R$ 45,607 as of December 31, 2013).

 
e.  
Law Nº 12973/14 (conversion of Provisional Measure No. 627/13)
 
On May 14, 2014, Law No. 12973, a conversion of Provisional Measure No. 627 (MP 627/13), was published which, among other matters: (i) revoked the Transition Tax Regime (RTT) and regulates the incidence of taxes on the adjustments arising from the convergence of accounting practices adopted in Brazil and IFRS and (ii) provided for the taxation of residents in Brazil related to profits of overseas subsidiaries and associates.

The Company and its subsidiaries decided not to anticipate the effects of the application of this law for the calendar year 2014.
 
 
 
40

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
10.  
Prepaid Expenses (Consolidated)
 
   
06/30/2014
   
12/31/2013
 
             
Rents
   
92,659
     
92,375
 
Advertising and publicity
   
28,594
     
25,864
 
Deferred Stock Plan, net (see Note 8.c)
   
32,901
     
23,408
 
Insurance premiums
   
10,191
     
10,319
 
Software maintenance
   
12,485
     
3,900
 
Purchases of meal and transportation tickets
   
1,541
     
1,541
 
Taxes and other prepaid expenses
   
4,527
     
5,575
 
                 
     
182,898
     
162,982
 
                 
Current
   
79,447
     
65,177
 
                 
Non-current
   
103,451
     
97,805
 

 

 
41

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

11.  
Investments

a. 
Subsidiaries and Joint-Venture (Parent Company)
 
The table below presents the full amounts of balance sheets and income statements of subsidiaries and joint venture:
 
 
   
06/30/2014
 
   
Subsidiaries
   
Joint-venture
 
   
Ultracargo -
Operações
Logísticas e
Participações
Ltda.
   
Oxiteno S.A.
Indústria e
Comércio
   
Ipiranga
Produtos de
Petróleo S.A.
   
Imifarma Produtos Farmacêuticos e Cosméticos S.A.
   
Refinaria
de Petróleo
Riograndense
S.A.
 
Number of shares or units held
    11,839,764       35,102,127       224,467,228,244       152,240,000       5,078,888  
Assets
    1,119,452       3,426,565       9,536,383       445,816       209,501  
Liabilities
    3,942       408,883       7,383,952       248,137       140,761  
Shareholders’ equity
    1,115,510       3,017,741 (*)     2,152,431       197,679       68,740  
Net revenue from sales and services
    -       491,845       28,370,817       473,838       96,276  
Net income for the period
    50,551       111,561 (*)     378,962       7,809       221  
% of capital held
    100       100       100       100       33  

(*) adjusted for intercompany unrealized profits
The percentages in the table above are rounded.
 
   
12/31/2013
 
   
Subsidiaries
    Joint-venture  
   
Ultracargo -
Operações
Logísticas e
Participações
Ltda.
   
Oxiteno S.A.
Indústria e
Comércio
   
Ipiranga
Produtos de
Petróleo S.A.
   
Refinaria
de Petróleo
Riograndense
 S.A.
 
Number of shares or units held
    11,839,764       35,102,127       224,467,228,244       5,078,888  
Assets
    1,068,847       3,373,026       9,389,351       214,375  
Liabilities
    3,888       480,755       7,234,447       145,856  
Shareholders’ equity
    1,064,959       2,892,330 (*)     2,154,904       68,519  
     
   
06/30/2013
Net revenue from sales and services
    -       440,367       25,132,229       101,830  
Net income (loss) for the period
    37,178       81,430 (*)     464,944       7,120  
% of capital held
    100       100       100       33  

(*) adjusted for intercompany unrealized profits
The percentages in the table above are rounded.

Operating financial information of the subsidiaries is detailed in Note 21.

 
42

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Balances and changes in subsidiaries and joint venture are as follows:
 
   
Investments in subsidiaries
   
Joint-venture
       
   
Ultracargo - Operações Logísticas e Participações Ltda.
   
Oxiteno S.A. - Indústria e Comércio
   
Ipiranga Produtos de Petróleo S.A.
   
Imifarma Produtos Farmacêuticos e Comésticos S.A.
   
Total
   
Refinaria de Petróleo Riograndense S.A.
   
Total
 
                                           
Balance as of December 31, 2013
    1,064,959       2,892,330       2,154,904       -       6,112,193       22,751       6,134,944  
Share of profit of subsidiaries and joint venture
    50,551       111,561       378,962       7,809       548,883       73       548,956  
Dividends and interest on equity (gross)
    -       -       (381,404 )     -       (381,404 )     -       (381,404 )
Capital increase in cash
    -       -       -       236,100       236,100       -       236,100  
Acquisition of shares
    -       -       -       (46,230 )     (46,230 )     -       (46,230 )
Goodwill
    -       -       -       795,519       795,519               795,519  
Tax liabilities on equity- method revaluation reserve
    -       -       (20 )     -       (20 )     -       (20 )
Valuation adjustment of subsidiaries
    -       (6 )     (11 )     -       (17 )     -       (17 )
Translation adjustments of foreign-based subsidiaries
    -       13,856       -       -       13,856       -       13,856  
Balance as of June 30, 2014
    1,115,510       3,017,741       2,152,431       993,198       7,278,880       22,824       7,301,704  

 

   
Investments in subsidiaries
   
Joint-venture
       
   
Ultracargo - Operações Logísticas e Participações Ltda.
   
Oxiteno S.A. - Indústria e Comércio
   
Ipiranga Produtos de Petróleo S.A.
   
Total
   
Refinaria de Petróleo Riograndense S.A.
   
Total
 
                                     
Balance as of December 31, 2012
    988,511       2,349,275       2,435,502       5,773,288       19,759       5,793,047  
Share of profit of subsidiaries and joint ventures
    37,178       81,430       464,944       583,552       1,404       584,956  
Dividends and interest on equity (gross)
    -       -       (315,435 )     (315,435 )     (1,612 )     (317,047 )
Capital decrease
    -       -       (700,000 )     (700,000 )     -       (700,000 )
Tax liabilities on equity- method revaluation reserve
    -       -       (21 )     (21 )     -       (21 )
Valuation adjustment of subsidiaries
    -       9       4       13       -       13  
Translation adjustments of foreign-based subsidiaries
    -       (3,907 )     -       (3,907 )     -       (3,907 )
Balance as of June 30, 2013
    1,025,689       2,426,807       1,884,994       5,337,490       19,551       5,357,041  

 
 
43

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

b. 
Joint Ventures (Consolidated)

The Company holds an interest in RPR, which is primarily engaged in oil refining.

The subsidiary Ultracargo Participações holds an interest in União Vopak, which is primarily engaged in liquid bulk storage in the port of Paranaguá.

The subsidiary Ipiranga Produtos de Petróleo S.A. (“IPP”) holds an interest in ConectCar, which is primarily engaged in electronic payment of tolls, parking and fuel. ConectCar, formed in November 2012, started its operation on April 23, 2013 in the State of Săo Paulo and currently also operates in the States of Rio Grande do Sul, Paraná, Rio de Janeiro, Pernambuco, Bahia and Minas Gerais.

These investments are accounted for under the equity method of accounting based on their information as of June 30, 2014.

 
Balances and changes in joint ventures are as follows:

   
Movements in investments
   
Uniăo Vopak
   
RPR
   
ConectCar
   
Total
 
                             
Balance as of  December 31, 2013
   
5,916
     
22,751
     
15,719
     
44,386
 
Capital increase
   
-
     
-
     
13,500
     
13,500
 
Share of profit (loss) of joint ventures
   
548
     
73
     
(7,189)
     
(6,568)
 
Dividends received
   
(637)
     
-
     
-
     
(637)
 
Balance as of June 30, 2014
   
5,827
     
22,824
     
22,030
     
50,681
 

   
Movements in investments
   
Uniăo Vopak
   
RPR
   
ConectCar
   
Total
 
                             
Balance as of  December 31, 2012
   
5,714
     
19,759
     
2,736
     
28,209
 
Capital increase
   
-
     
-
     
12,580
     
12,580
 
Share of profit (loss) of joint ventures
   
692
     
1,404(*)
     
(4,564)
     
(2,468)
 
Dividends received
   
-
     
(1,612)
     
-
     
(1,612)
 
Balance as of June 30, 2013
   
6,406
     
19,551
     
10,752
     
36,709
 

*Includes adjustments related to the conclusion of the audit of 2012.

 
44

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
The table below presents the full amounts of balance sheets and income statements of joint ventures:

   
06/30/2014
 
   
Uniăo Vopak
   
RPR
   
ConectCar
 
Current assets
   
4,198
     
101,293
     
23,982
 
Non-current assets
   
8,766
     
108,208
     
34,820
 
Current liabilities
   
1,310
     
41,249
     
14,742
 
Non-current liabilities
   
-
     
99,512
     
-
 
Shareholders’ equity
   
11,654
     
68,740
     
44,060
 
Net revenue from sales and services
   
6,340
     
96,276
     
3,436
 
Costs and operating expenses
   
(4,886
)
   
(94,970
)
   
(25,251
)
Net financial income and income and social contribution taxes
   
(358
)
   
(1,085
)
   
7,437
 
Net income (loss)
   
1,096
     
221
     
(14,378
)
                         
Number of shares or units held
   
29,995
     
5,078,888
     
50,000,000
 
% of capital held
   
50
     
33
     
50
 

The percentages in the table above are rounded.

   
12/31/2013
 
   
Uniăo Vopak
   
RPR
   
ConectCar
 
Current assets
    3,814       115,968       26,585  
Non-current assets
    9,358       98,407       25,301  
Current liabilities
    1,340       46,973       20,448  
Non-current liabilities
    -       98,883       -  
Shareholders’ equity
    11,832       68,519       31,438  
Number of shares or units held
    29,995       5,078,888       50,000,000  
% of capital held
    50       33       50  
       
   
06/30/2013
 
   
Uniăo Vopak
   
RPR
   
ConectCar
 
Net revenue from sales and services
    6,404       101,830       1,379  
Costs and operating expenses
    (4,412 )     (91,146 )     (15,145 )
Net financial income and income and social contribution  taxes
    (608 )     (3,564 )     4,638  
Net income (loss)
    1,384       7,120       (9,128 )
                         
Number of shares or units held
    29,995       5,078,888       25,000,000  
% of capital held
    50       33       50  

The percentages in the table above are rounded.

 
45

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

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

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

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

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

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

The investment of subsidiary Oxiteno S.A. in the associate Oxicap is accounted for under the equity method of accounting based on its interim financial information as of May 31, 2014, while the other associates are valued based on the interim financial information as of June 30, 2014.

Balances and changes in associates are as follows:

   
Movements in investments
 
   
Transportadora
Sulbrasileira de Gás S.A.
   
Oxicap
Indústria de Gases Ltda.
   
Química da Bahia
Indústria e
Comércio S.A.
   
Total
 
                         
Balance as of December 31, 2013
    5,962       2,144       3,635       11,741  
Share of profit of associates
    649       286       (2 )     933  
Dividends received
    (725 )     -       -       (725 )
Balance as of June 30, 2014
    5,886       2,430       3,633       11,949  

   
Movements in investments
 
   
Transportadora
Sulbrasileira de Gás S.A.
   
Oxicap
Indústria de Gases Ltda.
   
Química da Bahia
Indústria e
Comércio S.A.
   
Total
 
                                 
Balance as of December 31, 2012
    7,014       2,020       3,636       12,670  
   Share of profit of associates
    469       (39 )     (4 )     426  
Balance as of June 30, 2013
    7,483       1,981       3,632       13,096  

 
46

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

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

 
   
06/30/2014
 
   
Transportadora
Sulbrasileira de
Gás S.A.
   
Oxicap Indústria de Gases Ltda.
   
Química da Bahia
Indústria e
Comércio S.A.
   
Metalúrgica
Plus S.A.
   
Plenogás Distribuidora de Gás S.A.
 
                               
Current assets
    4,662       13,356       65       2,451       195  
Non-current assets
    19,862       75,389       10,101       182       2,829  
Current liabilities
    651       4,870       -       417       92  
Non-current liabilities
    331       74,154       2,900       1,709       3,198  
Shareholders’ equity
    23,542       9,721       7,266       507       (266 )
Net revenue from sales and services
    4,986       15,701       -       -       -  
Costs, operating expenses, and income
    (2,305 )     (14,038 )     (25 )     424       326  
Net financial income and income and social contribution taxes
    (87 )     (517 )     21       923       -  
Net income (loss) for the period
    2,594       1,146       (4 )     1,347       326  
                                         
Number of shares or units held
    20,124,996       156       1,493,120       3,000       1,384,308  
% of capital held
    25       25       50       33       33  
 
The percentages in the table above are rounded.
 
   
12/31/2013
 
   
Transportadora
Sulbrasileira de
Gás S.A.
   
Oxicap Indústria de Gases Ltda.
   
Química da Bahia
Indústria e
Comércio S.A.
   
Metalúrgica
Plus S.A.
   
Plenogás Distribuidora de Gás S.A.
 
                               
Current assets
    4,482       19,507       85       555       3  
Non-current assets
    20,449       73,767       10,085       331       2,926  
Current liabilities
    749       11,019       -       17       62  
Non-current liabilities
    332       73,681       2,901       1,708       3,459  
Shareholders’ equity
    23,850       8,574       7,269       (839 )     (592 )

 
47

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

   
06/30/2013
 
   
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
    3,975       15,629       -       -       -  
Costs, operating expenses, and income
    (2,147 )     (15,848 )     (25 )     (86 )     182  
Net financial income and income and social contribution taxes
    48       63       17       -       -  
Net income (loss) for the period
    1,876       (156 )     (8 )     (86 )     182  
                                         
Number of shares or units held
    20,124,996       156       1,493,120       3,000       1,384,308  
% of capital held
    25       25       50       33       33  

 The percentages in the table above are rounded.

 
48

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

12.  
Property, Plant, and Equipment (Consolidated)

Balances and changes in property, plant, and equipment are as follows:
 
   
Weighted average useful life (years)
   
Balance
in 12/31/2013
   
Additions
   
Depreciation
   
Transfer
   
Write-offs and disposals
   
Extrafarma acquisiton (1)
   
Effect of foreign currency exchange rate variation
   
Balance in 06/30/2014
 
                                                       
Cost:
                                                     
Land
    -       458,619       2,686       -       73       (1,578 )     -       (185 )     459,615  
Buildings
    30       1,219,746       2,525       -       26,718       (1,288 )     -       (1,057 )     1,246,644  
Leasehold improvements
    12       549,841       4,208       -       28,115       (288 )     23,059       (7 )     604,928  
Machinery and equipment
    12       3,745,901       34,847       -       21,759       (2,150 )     6,366       23,757       3,830,480  
Automotive fuel/lubricant distribution equipment and facilities
    14       1,939,720       37,037       -       64,351       (9,213 )     -       -       2,031,895  
LPG tanks and bottles
    12       460,596       42,365       -       -       (26,340 )     -       -       476,621  
Vehicles
    9       213,635       10,405       -       7,962       (9,918 )     5,695       188       227,967  
Furniture and utensils
    8       126,758       4,329       -       1,063       (85 )     14,926       1,149       148,140  
Construction in progress
    -       302,076       119,357       -       (139,646 )     (16 )     6,751       1,738       290,260  
Advances to suppliers
    -       27,558       1,779       -       (12,857 )     (2,251 )     -       -       14,229  
Imports in progress
    -       130       1,067       -       (1,091 )     -       -       (23 )     83  
IT equipment
    5       206,286       5,908       -       479       (819 )     8,680       (294 )     220,240  
              9,250,866       266,513       -       (3,074 )     (53,946 )     65,477       25,266       9,551,102  
                                                                         
Accumulated depreciation:
                                                                       
Buildings
            (533,776 )     -       (18,457 )     (44 )     869       -       (3,465 )     (554,873 )
Leasehold improvements
            (269,598 )     -       (19,414 )     (263 )     413       (4,602 )     7       (293,457 )
Machinery and equipment
            (1,939,238 )     -       (112,770 )     313       1,657       (1,756 )     (31,770 )     (2,083,564 )
Automotive fuel/lubricant distribution equipment and facilities
            (1,066,425 )     -       (56,870 )     1       7,706       -       -       (1,115,588 )
LPG tanks and bottles
            (221,321 )     -       (14,317 )     -       10,664       -       -       (224,974 )
Vehicles
            (87,860 )     -       (5,828 )     -       7,548       (2,954 )     (196 )     (89,290 )
Furniture and utensils
            (93,246 )     -       (4,696 )     (3 )     58       (3,624 )     (1,226 )     (102,737 )
IT equipment
            (173,942 )     -       (6,331 )     -       781       (3,994 )     87       (183,399 )
              (4,385,406 )     -       (238,683 )     4       29,696       (16,930 )     (36,563 )     (4,647,882 )
                                                                         
Provision for losses:
                                                                       
Land
            (197 )     -       -       -       -       -       -       (197 )
Machinery and equipment
            (5,027 )     -       -       -       277       -       -       (4,750 )
IT equipment
            (6 )     -       -       -       -       -       -       (6 )
Furniture and utensils
            (5 )     -       -       -       1       -       -       (4 )
              (5,235 )     -       -       -       278       -       -       (4,957 )
                                                                         
Net amount
            4,860,225       266,513       (238,683 )     (3,070 )     (23,972 )     48,547       (11,297 )     4,898,263  
 
(1)  
For further information on the Extrafarma acquisition, see Note 3.a).

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

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

 
49

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

13.  
Intangible Assets (Consolidated)

Balances and changes in intangible assets are as follows:
 
 
   
Weighted average useful life (years)
   
Balance in 12/31/2013
   
Additions
   
Amortization
   
Transfer
   
Write-offs and disposals
   
Extrafarma Aquisition (1)
   
Effect of foreign currency exchange rate variation
   
Balance in 06/30/2014
 
                                                       
Cost:
                                                     
Goodwill (i)
    -       896,609       -       -       -       -       795,519       -       1,692,128  
Software (ii)
    5       353,637       28,424       -       15,654       (190 )     7,817       (535 )     404,807  
Technology (iii)
    5       32,436       181       -       -       -       -       -       32,617  
Commercial property rights (iv)
    30       16,334       736       -       -       -       11,904       -       28,974  
Distribution rights (v)
    5       2,213,573       125,962       -       (190 )     -       -       -       2,339,345  
Others (vi)
    10       45,523       220       -       (8,044 )     -       -       (4,350 )     33,349  
              3,558,112       155,523       -       7,420       (190 )     815,240       (4,885 )     4,531,220  
                                                                         
Accumulated amortization:
                                                                       
Goodwill
            (101,983 )     -       -       -       -       -       -       (101,983 )
Software
            (261,693 )     -       (17,183 )     (5,561 )     188       (1,417 )     1,074       (284,592 )
Technology
            (27,690 )     -       (890 )     -       -       -       -       (28,580 )
Commercial property rights
            (5,515 )     -       (1,408 )     8       -       (6,296 )     -       (13,211 )
Distribution rights
            (992,022 )     -       (179,408 )     (1,684 )     -       -       -       (1,173,114 )
Others
            (454 )     -       (643 )     (640 )     -       -       1,279       (458 )
              (1,389,357 )     -       (199,532 )     (7,877 )     188       (7,713 )     2,353       (1,601,938 )
                                                                         
Net amount
            2,168,755       155,523       (199,532 )     (457 )     (2 )     807,527       (2,532 )     2,929,282  

(1) For further information on the Extrafarma acquisition, see Note 3.a).

 
50

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
i) Goodwill from acquisition of companies was amortized until December 31, 2008, when its amortization ceased. The net remaining balance is tested annually for impairment analysis purposes.

The Company has the following balances of goodwill:

 
Segment
 
06/30/2014
   
12/31/2013
 
Goodwill on the acquisition of:
             
Extrafarma (*)
Extrafarma
   
795,519
     
-
 
Ipiranga
Ipiranga
   
276,724
     
276,724
 
Uniăo Terminais
Ultracargo
   
211,089
     
211,089
 
Texaco
Ipiranga
   
177,759
     
177,759
 
Oxiteno Uruguay
Oxiteno
   
44,856
     
44,856
 
Temmar
Ultracargo
   
43,781
     
43,781
 
DNP
Ipiranga
   
24,736
     
24,736
 
Repsol
Ultragaz
   
13,403
     
13,403
 
Others
     
2,278
     
2,278
 
       
1,590,145
     
794,626
 

(*) For further information about the goodwill of Extrafarma, see Note 3.a).

On December 31, 2013, 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, 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 evaluation of the value in use is calculated for a period of five years, after which we calculate the perpetuity, considering the possibility of carrying the business on indefinitely.

On December 31, 2013, the discount and real growth rates used to extrapolate the projections ranged from 11.3% to 24.9% and 0% to 5.0% p.a., respectively, depending on the CGU analyzed.

The Company’s goodwill impairment tests did not result in the recognition of losses for the year ended December 31, 2013.

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

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

 
 
51

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

iv) Commercial property rights include those described below:

On July 11, 2002, subsidiary Tequimar executed an agreement with CODEBA – Companhia das Docas do Estado da Bahia, which allows it to explore the area in which the Aratu Terminal is located for 20 years, renewable for a similar period. The price paid by Tequimar was R$ 12,000, which is being amortized over the period from August 2002 to July 2042.
 
 
 
 
In addition, subsidiary Tequimar has a lease contract for an area adjacent to the Port of Santos for 20 years from December 2002, renewable for a similar period, which allows the construction, operation, and use of a terminal for liquid bulk unloading, tank storage, handling, and distribution. The price paid by Tequimar was R$ 4,334, which is being amortized over the period from August 2005 to December 2022.
 
Subsidiary Extrafarma pays key money to obtain certain commercial establishments to open drugstores which is stated at the cost of acquisition, amortized using the straight line method, considering the lease contract terms. In the case of the closedown of stores, the residual amount is recorded in income.

v) Distribution rights refer mainly to bonus disbursements as provided in Ipiranga’s agreements with resellers and large customers. Bonus disbursements are recognized when paid and recognized as an expense in the income statement over the term of the agreement (typically 5 years), which is reviewed as per the changes occurred in the agreements.
 
vi) Others are represented substantially by the acquisition cost of the ‘am/pm’ brand in Brazil.
 
The amortization expenses were recognized in the interim financial information as shown below:
   
06/30/2014
   
06/30/2013
 
             
Inventories and cost of products and services sold
   
4,100
     
6,399
 
Selling and marketing
   
177,299
     
143,588
 
General and administrative
   
18,133
     
15,155
 
     
199,532
     
165,142
 

 
52

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

14  
Loans, Debentures, and Finance Leases (Consolidated)

a.  
Composition
 
 
Description  
06/30/2014
   
12/31/2013
   
Index/Currency
   
Weighted average financial charges 06/30/2014 - % p.a.
   
Maturity
 
                               
Foreign currency – denominated loans:
                             
Notes in the foreign market (b)
    550,106       584,521    
US$
      +7.3       2015  
Foreign loan (c.1) (*)
    175,492       187,340    
US$ + LIBOR (i)
      +0.8       2015  
Foreign loan (c.2)
    130,758       140,341    
US$ + LIBOR (i)
      +1.0       2017  
Advances on foreign exchange contracts
    111,879       136,753    
US$
      +1.2    
< 360 days
 
Financial institutions (e)
    93,494       95,792    
US$
      +2.0    
2014 to 2017
 
Financial institutions (e)
    44,156       46,740    
US$ + LIBOR (i)
      +2.0    
2016 to 2017
 
Financial institutions (e)
    34,753       31,241    
MX$ + TIIE (ii)
      +1.0    
2014 to 2016
 
BNDES (d)
    33,674       46,623    
US$
      +6.0    
2014 to 2020
 
Foreign currency advances delivered
    16,193       25,511    
US$
      +1.2    
< 91 days
 
Subtotal
    1,190,505       1,294,862                        
                                       
Brazilian Reais – denominated loans:
                                     
Banco do Brasil – floating rate (f)
    2,713,739       2,402,553    
CDI
      104.6    
2015 to 2019
 
Debentures - 1st public issuance IPP (g.2 and g.3)
    1,408,572       606,929    
CDI
      107.9    
2017
 to 2018
 
Debentures - 4th issuance (g.1)
    822,563       852,483    
CDI
      108.3       2015  
BNDES (d)
    558,360       633,829    
TJLP (iii)
      +2.5    
2014 to 2020
 
Banco do Brasil – fixed rate (f) (*)
    479,120       905,947       R$       +12.1       2015  
Banco do Nordeste do Brasil
    94,555       104,072       R$       +8.5 (v)  
2018 to 2021
 
BNDES (d)
    56,536       47,428       R$       +4.8    
2015 to 2022
 
FINEP
    48,951       38,845       R$       +4.0    
2019 to 2021
 
Finance leases (j)
    46,742       44,338    
IGP-M (iv)
      +5.6       2031  
Working capital loans Extrafarma – floating rate (i)
    45,396       -    
CDI
      +2.6    
2014 to 2017
 
Export Credit Note (h) (*)
    25,686       24,994       R$       +8.0       2016  
Working capital loans Extrafarma – fixed rate (i)
    5,318       -       R$       +11.4    
2014 to 2016
 
FINEP
    5,074       6,718    
TJLP (iii)
      +0.0       2023  
Fixed finance leases (j)
    1,226       53       R$       +15.6    
2014 to 2017
 
FINAME
    598       -    
TJLP
      +5.5 %  
2016 to 2022
 
Floating finance leases (j)
    538       -    
CDI
      +2.8 %     2017  
Subtotal
    6,312,974       5,668,189                          
                                         
Currency and interest rate hedging instruments
    10,900       6,575                          
                                         
Total
    7,514,379       6,969,626                          
                                         
Current
    2,409,133       1,829,989                          
                                         
Non-current
    5,105,246       5,139,637                          

(*) These transactions were designated for hedge accounting (see Note 22 – Hedge Accounting).
 
 
53

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

(i)
LIBOR = London Interbank Offered Rate.
   
(ii)
MX$ = Mexican Peso; TIIE = the Mexican interbank balance interest rate.
 
(iii)
TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On June 30, 2014, TJLP was fixed at 5.0% p.a.
(iv)
IGP-M = General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation.
(v)
Contract linked to the rate of FNE (Northeast Constitutional Financing Fund) fund whose purpose is to foster the development of the industrial sector, administered by Banco do Nordeste do Brasil. On June 30, 2014, the FNE interest rate was 10% p.a. FNE grants a discount of 15% over the interest rate for timely payments.

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

   
06/30/2014
   
12/31/2013
 
             
From 1 to 2 years
   
1,231,316
     
2,831,799
 
From 2 to 3 years
   
1,327,433
     
493,356
 
From 3 to 4 years
   
715,466
     
797,605
 
From 4 to 5 years
   
1,744,794
     
68,640
 
More than 5 years
   
86,237
     
948,237
 
     
5,105,246
     
5,139,637
 

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

The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 22).
 
b.  
 Notes in the Foreign Market

In December 2005, the subsidiary LPG International Inc. (“LPG Inc.”) issued US$ 250 million in notes in the foreign market, maturing in December 2015, with interest rate of 7.3% p.a., paid semiannually. The notes were guaranteed by the Company and its subsidiary Oxiteno S.A.

As a result of the issuance of these notes, the Company and its subsidiaries are required to undertake certain obligations, including:

Limitation on transactions with shareholders that hold 5% or more of any class of stock of the Company, except upon fair and reasonable terms no less favorable than could be obtained in a comparable transaction with a third party.
Required board approval for transactions with shareholders that hold 5% or more of any class of stock of the Company, or with their subsidiaries, in an amount higher than US$ 15 million (except transactions of the Company with its subsidiaries and between its subsidiaries).
Restriction on sale of all or substantially all assets of the Company and subsidiaries LPG and Oxiteno S.A.
Restriction on encumbrance of assets exceeding US$ 150 million or 15% of the value of the consolidated tangible assets.

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

 
 
54

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 
c.  
Foreign Loans

1) In November 2012, the subsidiary IPP contracted a foreign loan in the amount of US$ 80 million, due in November 2015 and bearing interest of LIBOR + 0.8% p.a., paid quarterly. IPP also contracted hedging instruments with floating interest rate in U.S. dollar and exchange rate variation, changing the foreign loan charge to 104.1% of CDI (see Note 22). IPP designated these hedging instruments as a fair value hedge; therefore, loan and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss. The foreign loan is secured by the Company.

2) The subsidiary Oxiteno Overseas Corp. (“Oxiteno Overseas”) has a foreign loan in the amount of US$ 60 million with interest of LIBOR + 1.0% p.a., paid semiannually. The Company, through its subsidiary Cia. Ultragaz, contracted hedging instruments with floating interest rates in dollar and exchange rate variation, changing the foreign loan charge to 86.9% of CDI with maturity in June 2014 and 94.0% of CDI for the remaining term (see Note 22). The foreign loan is guaranteed by the Company and its subsidiary Oxiteno S.A. In January 2014, the subsidiary renegotiated the loan changing the maturity from June 2014 to January 2017.

As a result of these foreign loans, some obligations mentioned in Note 14.b) must also be maintained by the Company and its subsidiaries. Additionally, during these contracts, the Company shall maintain the following financial ratios, calculated based on its audited consolidated financial statements:

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

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

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

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

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

-
Capitalization level: shareholders’ equity / total assets equal to or above 0.3; and
-
Current liquidity level: current assets / current liabilities equal to or above 1.3.
 

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


 
55

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

e.  
Financial Institutions
The subsidiaries Oxiteno Mexico S.A. de C.V., Oxiteno USA LLC and Oxiteno Uruguay have loans to finance investments and working capital.

f.  
Banco do Brasil

The subsidiary IPP has fixed and floating interest rate loans with Banco do Brasil to finance the marketing, processing, or manufacturing of agricultural goods (ethanol). IPP contracted interest hedging instruments, thus converting the fixed rate for this loan into 99.5% of CDI (see Note 22). IPP designates this hedging instrument as a fair value hedge; therefore, loan and hedging instrument are both stated at fair value from inception. Changes in fair value are recognized in profit or loss.

In January 2014, the subsidiary IPP renegotiated loans, that would mature in 2014, in the notional amount of R$ 909.5 million, changing the maturities from April and May 2014 to January 2017, with floating interest rate of 105.5% of CDI.

These loans mature, as follows (include interest until June 30, 2014):

Maturity
 
06/30/2014
 
         
Feb/15
   
396,285
 
May/15
   
711,457
 
Feb/16
   
166,667
 
May/16
   
100,000
 
Jan/17
   
950,024
 
May/19
   
868,426
 
         
Total
   
3,192,859
 

 
 
 
56

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

g.  
Debentures

1)
In March 2012, the Company made its fourth issuance of debentures, in a single series of 800 simple, nonconvertible into shares, unsecured debentures, and its main characteristics are as follows:

Face value unit:
R$ 1,000,000.00
Final maturity:
March 16, 2015
Payment of the face value:
Lump sum at final maturity
Interest:
108.3% of CDI
Payment of interest:
Annually
Reprice:
Not applicable

2)
In December 2012, the subsidiary IPP made its first issuance of public debentures in single series of 60,000 simple, nonconvertible into shares, unsecured, nominative and registered debentures, and its main characteristics are as follows:

Face value unit:
R$ 10,000.00
Final maturity:
November 16, 2017
Payment of the face value:
Lump sum at final maturity
Interest:
107.9% of CDI
Payment of interest:
Semiannually
Reprice:
Not applicable
 

3)
In January 2014, the subsidiary IPP made its second issuance of public debentures in single series of 80,000 simple nonconvertible into shares, unsecured, nominative and registered debentures, which main characteristics are as follows:

 
Face value unit:
R$ 10,000.00
Final maturity:
December 20, 2018
Payment of the face value:
Lump sum at final maturity
Interest:
107.9% of CDI
Payment of interest:
Semiannually
Reprice:
Not applicable
 

 
57

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
h. 
Export Credit Note

In March 2013, the subsidiary Oxiteno Nordeste contracted an export credit note in the amount of R$ 17.5 million, with maturity in March 2016 and fixed interest rate of 8% p.a., paid quarterly.

In August 2013, the subsidiary Oxiteno Nordeste contracted an export credit note in the amount of R$ 10.0 million, with maturity in August 2016 and fixed interest rate of 8% p.a., paid quarterly.

Oxiteno Nordeste contracted interest hedging instruments, thus converting the fixed rates for these loans into 88.8% of CDI (see Note 22). Oxiteno Nordeste designated these hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both measured at fair value from inception. Changes in fair value are recognized in profit or loss.

i.  
Working Capital

The subsidiary Extrafarma has loans for financing its working capital, with maturities substantially in 2014 and containing fixed and floating rates.

j.
Finance Leases

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

The subsidiary Serma – Associaçăo dos Usuários de Equipamentos de Processamento de Dados e Serviços Correlatos (“Serma”) had finance lease contracts related to IT equipment with terms of 36 months. The subsidiary had the option to purchase the assets at a price substantially lower than the fair market price on the date of option. In the second quarter of 2014, the term of the contracts ended and Serma exercised its option to purchase the equipment.

The subsidiary Extrafarma has finance lease contracts related to IT equipment, vehicles, furniture, and utensils, with terms between 24 to 60 months.

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

   
06/30/2014
 
   
LPG bottling
facilities
   
IT equipment
   
Vehicles
   
Furniture and utensils
   
Total
 
Equipment and intangible assets, net of depreciation and amortization
    27,177       1,228       1,885       781       31,071  
                                         
Financing (present value)
    46,742       1,194       293       277       48,506  
                                         
Current
    1,905       669       240       273       3,087  
Non-current
    44,837       525       53       4       45,419  
 

 
 
58

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

   
12/31/2013
   
LPG bottling
facilities
   
IT equipment
   
Total
 
Equipment and intangible assets, net of depreciation and
 amortization
    29,653       292       29,945  
                         
Financing (present value)
    44,338       53       44,391  
                         
Current
    1,735       53       1,788  
Non-current
    42,603       -       42,603  

 

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

   
06/30/2014
 
   
LPG bottling
facilities
   
IT equipment
   
Vehicles
   
Furniture and utensils
   
Total
 
Up to 1 year
    4,238       751       263       288       5,540  
From 1 to 2 years
    4,238       350       56       4       4,648  
From 2 to 3 years
    4,238       281       -       -       4,519  
From 3 to 4 years
    4,238       22       -       -       4,260  
From 4 to 5 years
    4,238       -       -       -       4,238  
More than 5 years
    50,145       -       -       -       50,145  
                                         
Total
    71,335       1,404       319       292       73,350  
 

   
12/31/2013
 
   
LPG bottling
facilities
   
IT equipment
   
Total
 
Up to 1 year
    3,949       55       4,004  
From 1 to 2 years
    3,949       -       3,949  
From 2 to 3 years
    3,949       -       3,949  
From 3 to 4 years
    3,949       -       3,949  
From 4 to 5 years
    3,949       -       3,949  
More than 5 years
    48,704       -       48,704  
                         
      68,449       55       68,504  

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

 
 
59

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

k.  
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 as of December 31, 2013
   
Incurred cost
   
Amortization
   
Balance as of June 30,
2014
 
                                         
Banco do Brasil (f)
    0.4       19,797       -       (3,344 )     16,453  
Debentures (g)
    0.3       4,730       1,422       (1,895 )     4,257  
Notes in the foreign market (b)
    0.2       2,309       -       (681 )     1,628  
Other
    0.4       916       1,459       (454 )     1,921  
                                         
Total
            27,752       2,881       (6,374 )     24,259  

The amount to be appropriated to profit or loss in the future is as follows:
 
   
Up to 1 year
   
1 to 2 years
   
2 to 3 years
   
3 to 4 years
   
4 to 5 years
   
More than 5 years
   
Total
 
                                           
Banco do Brasil (f)
    3,890       2,452       2,951       3,514       3,646       -       16,453  
Debentures (g)
    3,052       321       354       353       177       -       4,257  
Notes in the foreign market (b)
    1,085       543       -       -       -       -       1,628  
Other
    800       703       389       29       -       -       1,921  
                                                         
Total
    8,827       4,019       3,694       3,896       3,823       -       24,259  
 
 
 
60

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
l.  
Guarantees

The financings are guaranteed by collateral in the amount of R$ 94,526 as of June 30, 2014 (R$ 40,675 as of December 31, 2013) and by guarantees and promissory notes in the amount of R$ 3,190,500 as of June 30, 2014 (R$ 2,528,511 as of December 31, 2013).

In addition, the Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 164,096 as of June 30, 2014 (R$ 155,221 as of December 31, 2013).

Some subsidiaries issued collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing). If a subsidiary is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. The maximum amount of future payments related to these collaterals is R$ 10,542 as of June 30, 2014 (R$ 14,315 as of December 31, 2013), with maturities of less than 210 days. As of June 30, 2014, the Company and its subsidiaries did not have losses in connection with these collaterals. The fair value of collaterals recognized in current liabilities as other payables is R$ 257 as of June 30, 2014 (R$ 350 as of December 31, 2013), which is recognized as profit or loss as customers settle their obligations with the financial institutions.

Some financing agreements of the Company and its subsidiaries have cross default clauses that require them to pay the debt assumed in case of default of other debts equal to or greater than US$ 15 million. As of June 30, 2014, there was no event of default of the debts of the Company and its subsidiaries.

 
15  
Trade Payables (Consolidated)
 
   
06/30/2014
   
12/31/2013
 
               
Domestic suppliers
   
793,470
     
907,138
 
Foreign suppliers
   
80,486
     
61,812
 
                 
     
873,956
     
968,950
 

The Company and its subsidiaries acquire oil based fuels and LPG from Petróleo Brasileiro S.A. - Petrobras and its subsidiaries and ethylene from Braskem S.A. and Braskem Qpar S.A. These suppliers control almost all of the markets for these products in Brazil. The Company and its subsidiaries depend on the ability of those suppliers to deliver products in a timely manner and at acceptable prices and terms. The loss of any major supplier or a significant reduction in product availability from these suppliers could have a significant adverse effect on the Company and its subsidiaries. The Company and its subsidiaries believe that their relationship with suppliers is satisfactory.
 
 
61

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

16  
Salaries and Related Charges (Consolidated)
 
   
06/30/2014
   
12/31/2013
 
             
Provisions on payroll
    141,419       111,831  
Profit sharing, bonus and premium
    59,170       142,120  
Social charges
    28,427       31,059  
Salaries and related payments
    9,683       11,000  
Benefits
    1,525       1,303  
Others
    638       341  
                 
      240,862       297,654  

 
17  
Taxes Payable (Consolidated)
   
 
   
06/30/2014
   
12/31/2013
 
             
ICMS
    82,044       75,883  
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico,
     Oxiteno Andina and Oxiteno Uruguay
    9,477       11,445  
PIS and COFINS
    9,843       9,128  
ISS
    5,011       5,656  
IPI
    5,341       4,304  
National Institute of Social Security (INSS)
    1,888       3,998  
Income Tax Withholding (IRRF)
    1,727       1,659  
Others
    2,787       4,249  
                 
      118,118       116,322  

18  
Provision for Asset Retirement Obligation – Fuel Tanks (Consolidated)

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

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

Balance at December 31, 2013
   
69,661
 
Additions (new tanks)
   
267
 
Expense with tanks removed
   
(1,917)
 
Accretion expense
   
2,939
 
         
Balance at June 30, 2014
   
70,950
 
         
Current
   
4,556
 
Non-current
   
66,394
 
 
 
62

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
19  
Deferred Revenue (Consolidated)

The Company and its subsidiaries have recognized the following deferred revenue:

   
06/30/2014
   
12/31/2013
 
             
‘am/pm’ franchising upfront fee
    13,373       14,049  
Loyalty program “Km de Vantagens”
    12,916       12,816  
Loyalty program “Club Extra”
    4,830       -  
                 
      31,119       26,865  
                 
Current
    22,761       17,731  
Non-current
    8,358       9,134  
 

Loyalty Programs

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) are considered part of sales revenue.

Extrafarma has a loyalty program called Club Extra (www.clubextra.com.br) under which registered customers are rewarded with points when they buy products at its drugstore chain. The customers may exchange these points, during the period of one year, for prizes offered by its partners. Points received by Extrafarma’s customers that may be used with the partner Multiplus Fidelidade and as recharge credit on a mobile phone are considered part of sales revenue.

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

 
Franchising Fee

The franchising upfront fee related to the ‘am/pm’ convenience store chain received by Ipiranga is deferred and recognized in profit or loss on an accrual basis, based on the substance of the agreements with the franchisees.

 

 
63

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

20  
Shareholders’ Equity

a.  
Share Capital
The Company is a publicly traded company listed on BM&FBOVESPA in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (NYSE) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”. As of June 30, 2014, the subscribed and paid-in capital stock consists of 556,405,096 common shares with no par value, (544,383,996 as of December 31, 2013) 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 June 30, 2014, on BM&FBOVESPA was R$ 52.60.

On January 31, 2014, the Extraordinary Shareholders’ Meetings of Ultrapar and Extrafarma approved the issuance of 12,021,100 new ordinary, nominative, book-entry shares with no par value of the Company, increasing its capital stock by R$ 141,913, resulting in a total capital stock of R$ 3,838,686 represented by 556,405,096 shares. For further information, see Note 3.a).

As of June 30, 2014, the Company is authorized to increase capital up to the limit of 800,000,000 common shares, without amendment to the Bylaws, by resolution of the Board of Directors.

As of June 30, 2014, there were 33,042,297 common shares outstanding abroad in the form of ADRs (34,314,797 shares as of December 31, 2013).

b.  
Treasury Shares
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Instructions 10, of February 14, 1980 and 268, of November 13, 1997. In 2014, there were no stock repurchases.

As of June 30, 2014, 7,738,156 common shares (7,971,556 as of December 31, 2013) were held in the Company’s treasury, acquired at an average cost of R$ 14.42 per share.

c.  
Capital Reserve
The capital reserve reflects the gain on the transfer of shares at market price to be held in treasury by the Company’s subsidiaries, at an average price of R$ 20.67 per share. Such shares were used in the Deferred Stock Plan granted to executives of these subsidiaries, as mentioned in Note 8.c).

As a result of the issuance of 12,021,100 new shares occurred on January 31, 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. For further information, see Note 3.a). In addition, the Company incurred costs directly attributable to issuing new shares in the amount of R$ 2,260, reducing the capital reserve amount.

 

 
64

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

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

e.  
Profit Reserves
Legal Reserve

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

Retention of Profits

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

Investments Reserve

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

The amounts of retention of profits and investments reserve are free of distribution restrictions and totaled R$ 2,371,533 as of June 30, 2014 and December 31, 2013.


f.  
Other Comprehensive Income

Valuation Adjustments

The differences between the fair value and amortized cost of financial investments classified as available for sale are recognized directly in equity as valuation adjustments. The gains and losses recognized in the shareholders’ equity are reclassified to profit or loss in case the financial instruments are prepaid.

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

Cumulative Translation Adjustments

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

 
65

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Balance and changes in other comprehensive income of the Company are as follows:

   
Valuation adjustments
       
   
Fair value of financial investment available for sale
   
Actuarial gains (losses) of post-employment benefits
   
Total
   
Cumulative translation adjustment
 
                         
Balance as of December 31, 2013
    5       5,423       5,428       38,076  
                                 
Translation of foreign subsidiaries, including the exchange rate effect of hedge of investments
    -       -       -       13,856  
                                 
Changes in fair value
    (17 )     -       (17 )     -  
                                 
                                 
Balance as of  June 30, 2014
    (12 )     5,423       5,411       51,932  
                                 

 
   
Valuation adjustments
       
   
Fair value of financial investment available for sale
   
Actuarial gains (losses) of post-employment benefits
   
Total
   
Cumulative translation adjustment
 
                         
Balance as of December 31, 2012
    23       (12,638 )     (12,615 )     12,621  
                                 
Translation of foreign subsidiaries
    -       -       -       (3,907 )
                                 
Changes in fair value
    13       -       13       -  
                                 
                                 
Balance as of June 30, 2013
    36       (12,638 )     (12,602 )     8,714  
                                 


g.  
Dividends

The shareholders are entitled, under the Bylaws, to a minimum annual dividend of 50% of adjusted net income calculated in accordance with Brazilian Corporate Law. The dividends and interest on equity in excess of the obligation established in the Bylaws are recognized in shareholders’ equity until they are approved by the Shareholders. The proposed dividends payable as of December 31, 2013 in the amount of R$ 389,495 (R$ 0.71 – seventy one cents of Brazilian Real per share), were approved by the Board of Directors on February 19, 2014, and paid as of March 12, 2014, having been ratified in the Annual General Shareholders’ Meeting on April 16, 2014.

 
 
66

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

21  
Segment Information

The Company operates five main business segments: gas distribution, fuel distribution, chemicals, storage and, as from January 31, 2014, drugstores. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants and related activities throughout all the Brazilian territory. The chemicals segment (Oxiteno) produces ethylene oxide and its main derivatives and fatty alcohols, which are raw materials used in the home and personal care, agrochemical, paints, varnishes, and other industries. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil. The drugstores segment (Extrafarma) trades pharmaceutical, hygiene, and beauty products through its own drugstore chain in the states of Pará, Amapá, Maranhão, Piauí, Ceará, and Rio Grande do Norte. The segments shown in the interim financial information are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.

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

   
06/30/2014
   
06/30/2013
 
Net revenue from sales and services:
           
Ultragaz
   
1,940,432
     
1,925,197
 
Ipiranga
   
28,394,427
     
25,159,437
 
Oxiteno
   
1,653,648
     
1,576,016
 
Ultracargo
   
173,251
     
161,367
 
Extrafarma (1)
   
473,838
     
-
 
Others (2)
   
19,263
     
17,323
 
Intersegment sales
   
(40,762)
     
(35,268)
 
Total
   
32,614,097
     
28,804,072
 
                 
Intersegment sales:
               
Ultragaz
   
848
     
647
 
Ipiranga
   
-
     
-
 
Oxiteno
   
992
     
15
 
Ultracargo
   
19,780
     
17,393
 
Extrafarma (1)
   
-
     
-
 
Others (2)
   
19,142
     
17,213
 
Total
   
40,762
     
35,268
 
                 
Net revenue from sales and services, excluding intersegment sales:
               
Ultragaz
   
1,939,584
     
1,924,550
 
Ipiranga
   
28,394,427
     
25,159,437
 
Oxiteno
   
1,652,656
     
1,576,001
 
Ultracargo
   
153,471
     
143,974
 
Extrafarma (1)
   
473,838
     
-
 
Others (2)
   
121
     
110
 
Total
   
32,614,097
     
28,804,072
 
 
 

 
67

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

   
06/30/2014
   
06/30/2013
 
Operating income:
           
Ultragaz
    67,053       70,781  
Ipiranga
    759,657       690,748  
Oxiteno
    139,393       121,389  
Ultracargo
    59,428       54,340  
Extrafarma (1)
    19,501       -  
Others (2)
    (17,215 )     2,480  
Total
    1,027,817       939,738  
                 
Financial income
    171,254       100,438  
Financial expenses
    (384,597 )     (255,282 )
Share of profit of joint-ventures and associates
    (5,635 )     (2,042 )
Income before income and social contribution taxes
    808,839       782,852  
                 
Additions to property, plant, and equipment and intangible assets:
               
Ultragaz
    100,590       84,437  
Ipiranga
    233,055       256,520  
Oxiteno
    49,879       53,824  
Ultracargo
    14,031       18,246  
Extrafarma (1)
    9,175       -  
Others (2)
    15,306       4,038  
Total additions to property, plant, and equipment and intangible assets (see Notes 12 and 13)
    422,036       417,065  
Asset retirement obligation – fuel tanks (see Note 18)
    (267 )     (267 )
Capitalized borrowing costs
    (2,844 )     (3,681 )
Total investments in property, plant, and equipment and intangible assets (cash flow)
    418,925       413,117  

Depreciation and amortization charges:
           
Ultragaz
   
67,333
     
66,331
 
Ipiranga
   
259,522
     
220,471
 
Oxiteno
   
67,503
     
66,290
 
Ultracargo
   
24,629
     
23,199
 
Extrafarma (1)
   
5,342
     
-
 
Others (2)
   
6,363
     
5,946
 
Total
   
430,692
     
382,237
 

 

 
68

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

   
06/30/2014
   
12/31/2013
 
Total assets (excluding intersegment sales):
           
Ultragaz
    2,521,470       2,502,590  
Ipiranga
    8,191,655       8,077,204  
Oxiteno
    3,926,366       4,030,122  
Ultracargo
    1,342,858       1,320,344  
Extrafarma
    443,664       -  
Others (2)
    1,273,357       448,285  
Total
    17,699,370       16,378,545  

(1) Information of the period from February 1 to June 30, 2014. See Note 3.a).
(2) Composed of the parent company Ultrapar (including certain goodwill) and subsidiaries Serma and Imaven Imóveis Ltda.
 
Geographic Area Information

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

   
06/30/2014
   
12/31/2013
 
             
United States of America
   
107,085
     
109,451
 
Mexico
   
95,800
     
85,610
 
Uruguay
   
46,993
     
50,304
 
Venezuela
   
27,149
     
24,834
 

The Company generates revenue from operations in Brazil, Mexico, United Stated of America, Uruguay and Venezuela, as well as from exports of products to foreign customers, as disclosed below:
 
   
06/30/2014
   
06/30/2013
 
Net revenue:
           
Brazil
   
32,169,892
     
28,337,553
 
Mexico
   
68,920
     
66,784
 
Venezuela
   
38,496
     
88,570
 
Other Latin American countries
   
166,582
     
164,845
 
United States of America and Canada
   
73,739
     
76,174
 
Far East
   
25,970
     
18,809
 
Europe
   
42,468
     
32,547
 
Others
   
28,030
     
18,790
 
                 
Total
   
32,614,097
     
28,804,072
 
 
 
 
69

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

22  
Risks and Financial Instruments (Consolidated)

Risk Management and Financial Instruments - Governance

The main risks to which the Company and its subsidiaries are exposed reflect strategic/operational and economic/financial aspects. Operational/strategic risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by the Company’s management model. Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the Company and its subsidiaries and their counterparties. These risks are managed through control policies, specific strategies, and the establishment of limits.

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

Implementation of the management of financial assets, instruments, and risks is the responsibility of the financial area, through its treasury department, with the assistance of the tax and accounting departments.
Supervision and monitoring of compliance with the principles, guidelines, and standards of the Policy is the responsibility of the Risk and Investment Committee, which is composed of members of the Company’s Executive Board (“Committee”). The Committee holds regular meetings and is in charge, among other responsibilities, of discussing and monitoring the financial strategies, existing exposures, and significant transactions involving investment, fundraising, or risk mitigation. The Committee monitors the risk standards established by the Policy through a monitoring map on a monthly basis.
Changes in the Policy or revisions of its standards are subject to the approval of the Board of Directors of Ultrapar.
Continuous improvement of the Policy is the joint responsibility of the Board of Directors, the Committee, and the financial area.
 
•  
The internal audit department audits the compliance with the requirements of the Policy.

 

 
70

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
Currency Risk

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

The Company and its subsidiaries use exchange rate hedging instruments (especially between the Brazilian Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts, and disbursements in foreign currency and net investments in foreign operations. Hedge is used in order to reduce the effects of changes in exchange rates on the Company´s income  and cash flows in Brazilian Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts, and disbursements in foreign currencies to which they are related. Assets and liabilities in foreign currencies are stated below, translated into Brazilian Reais as of June 30, 2014 and December 31, 2013:

Assets and Liabilities in Foreign Currencies

In million of Brazilian Reais
 
06/30/2014
   
12/31/2013
 
             
Assets in foreign currency
           
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments)
   
458.4
     
457.2
 
Foreign trade receivables, net of allowance for doubtful accounts
   
165.6
     
156.0
 
Net investments in foreign subsidiaries (except cash, cash equivalents, financial investments, trade receivables, financing, and payables)
   
456.3
     
443.4
 
     
1,080.3
     
1,056.6
 
                 
Liabilities in foreign currency
               
Financing in foreign currency
   
(1,190.5)
     
(1,294.9)
 
Payables arising from imports, net of advances to foreign suppliers
   
(62.4)
     
(45.3)
 
     
(1,252.9)
     
(1,340.2)
 
                 
Foreign currency hedging instruments
   
429.4
     
427.1
 
                 
Net asset position – Total
   
256.8
     
143.5
 

 

 
71

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Sensitivity Analysis of Assets and Liabilities in Foreign Currency

The table below shows the effect of exchange rate changes in different scenarios, based on the net asset position of R$ 256.8 million in foreign currency:
 
In million of Brazilian Reais
 
Risk
 
Scenario I
   
Scenario II
   
Scenario III
 
         
10%
     
25%
     
50%
 
                             
(1) Income effect
 
Real devaluation
   
1.7
     
4.2
     
8.4
 
(2) Equity effect
       
24.0
     
60.0
     
120.1
 
(1) + (2)
 
Net effect
   
25.7
     
64.2
     
128.5
 
                             
                             
(3) Income effect
 
Real appreciation
   
(1.7)
     
(4.2)
     
(8.4)
 
(4) Equity effect
       
(24.0)
     
(60.0)
     
(120.1)
 
(3) + (4)
 
Net effect
   
(25.7)
     
(64.2)
     
(128.5)
 

Gains (losses) directly recognized in equity in cumulative translation adjustments are due to changes in the exchange rate on equity of foreign subsidiaries (see Note 2.r).

 
72

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 
Interest Rate Risk

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

The Company does not actively manage risks associated with changes in the level of interest rates and attempts to maintain its financial interest assets and liabilities at floating rates. As of June 30, 2014, the Company and its subsidiaries had interest rate derivative financial instruments linked to domestic loans, in which the Company swapped the fixed interest rate of certain debts to floating interest rates (CDI).

 
The table below shows the financial assets and liabilities exposed to floating interest rates as of June 30, 2014 and December 31, 2013:

In million of Brazilian Reais
 
Note
06/30/2014
 
12/31/2013
 
CDI
         
Cash equivalents
4
2,066.1
   
2,051.1
 
Financial investments
4
712.1
   
747.3
 
Asset position of hedging instruments - CDI
22
67.7
   
112.3
 
Loans and debentures
14
(4,990.8)
   
(3,862.0)
 
Liability position of hedging instruments - CDI
22
(484.0)
   
(452.5)
 
Liability position of hedging instruments from pre-fixed interest to CDI
22
(462.0)
   
(854.6)
 
Net liability position in CDI
 
(3,090.9)
   
(2,258.4)
 
TJLP
         
Loans –TJLP
14
(564.0)
   
(640.5)
 
Net liability position in TJLP
 
(564.0)
   
(640.5)
 
LIBOR
         
Asset position of hedging instruments - LIBOR
22
310.3
   
329.7
 
Loans - LIBOR
14
(350.4)
   
(374.4)
 
Net liability position in LIBOR
 
(40.1)
   
(44.7)
 
TIIE
         
Loans - TIIE
14
(34.8)
   
(31.2)
 
Net liability position in TIIE
 
(34.8)
   
(31.2)
 
Total net liability position
 
(3,729.8)
   
(2,974.8)
 
 
 
 
73

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

Sensitivity Analysis of Floating Interest Rate Risk

The table below shows the incremental expenses and income that would be recognized in financial income for the six-month period ended June 30, 2014, due to the effect of floating interest rate changes in different scenarios:

In million of Brazilian Reais
                   
 
Risk
 
Scenario I
   
Scenario II
   
Scenario III
 
       
10%
     
25%
     
50%
 
Exposure of interest rate risk
                         
Interest on cash equivalents and financial investments effect
Increase in CDI
   
14.0
     
35.0
     
70.0
 
Hedging instruments (assets in CDI) effect
Increase in CDI
   
0.4
     
1.0
     
2.1
 
Interest on debt effect
Increase in CDI
   
(25.7)
     
(64.2)
     
(128.4)
 
Hedging instruments (liabilities in CDI) effect
Increase in CDI
   
(4.9)
     
(12.3)
     
(24.6)
 
Incremental expenses
     
(16.2)
     
(40.5)
     
(80.9)
 
                           
Interest on debt effect
Increase in TJLP
   
(1.5)
     
(3.7)
     
(7.4)
 
Incremental expenses
     
(1.5)
     
(3.7)
     
(7.4)
 
                           
                           
Hedging instruments (assets in LIBOR) effect
Increase in LIBOR
   
-
     
0.1
     
0.2
 
Interest on debt effect
Increase in LIBOR
   
(0.1)
     
(0.1)
     
(0.3)
 
Incremental expenses
     
(0.1)
     
-
     
(0.1)
 
                           
Interest on debt effect
Increase in TIIE
   
(0.1)
     
(0.1)
     
(0.3)
 
Incremental expenses
     
(0.1)
     
(0.1)
     
(0.3)
 
 
 
 
74

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
Credit Risks

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

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

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

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

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

   
06/30/2014
   
12/31/2013
 
             
Ipiranga
   
130,585
     
121,205
 
Ultragaz
   
22,737
     
20,793
 
Extrafarma
   
5,843
     
-
 
Ultracargo
   
2,513
     
2,513
 
Oxiteno
   
2,457
     
2,569
 
Total
   
164,135
     
147,080
 

 

 
 
75

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Liquidity Risk
 
The Company and its subsidiaries’ main sources of liquidity derive from (i) cash, cash equivalents, and financial investments, (ii) cash generated from operations and (iii) financing. The Company and its subsidiaries believe that these sources are sufficient to satisfy their current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt, and payment of dividends.
 
The Company and its subsidiaries periodically examine opportunities for acquisitions and investments. They consider different types of investments, either directly, through joint ventures, or through associated companies, and finance such investments using cash generated from operations, debt financing, through capital increases, or through a combination of these methods.
 
The Company and its subsidiaries believe to have enough working capital to satisfy their current needs. The gross indebtedness due over the next twelve months totals R$ 2,883.4 million, including estimated interests on loans. Furthermore, the investment plan for 2014 totals R$ 1,484.0 million. On June 30, 2014, the Company and its subsidiaries had R$ 3,350.0 million in cash, cash equivalents, and short-term financial investments (for quantitative information, see Notes 4 and 14).
 
The table below presents a summary of financial liabilities as of June 30, 2014 to be settled by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash outflows, and, therefore, these amounts ​​may be different from the amounts disclosed on the balance sheet as of June 30, 2014.
 
           
In million of Brazilian Reais
 
                               
Financial liabilities
 
Total
   
Less than 1 year
   
Between 1 and 3 years
   
Between 3 and 5 years
   
More than 5 years
 
                               
Loans including future contractual interest (1) (2)
   
9,557.4
     
2,883.4
     
3,178.2
     
3,379.8
     
116.0
 
Currency and interest rate hedging instruments (3)
   
63.0
     
37.7
     
25.3
     
-
     
-
 
Trade payables
   
873.9
     
873.9
     
-
     
-
     
-
 
 
(1) To calculate the estimated interest on loans some macroeconomic assumptions were used, including averaging for the period the following: (i) CDI of 11.6 % p.a., (ii) exchange rate of the Real against the U.S. dollar of R$ 2.26 in 2014, R$ 2.35 in 2015, R$ 2.64 in 2016, R$ 2.87 in 2017, and R$ 3.09 in 2018 (iii) TJLP of 5.0% p.a. and (iv) IGP-M of 7.0% in 2014, 6.7% in 2015, 7.0% in 2016, 6.3% in 2017, and 6.3% in 2018 (source: BM&FBOVESPA, Bulletin Focus and financial institutions).
 
(2) Includes estimated interest payments on short-term and long-term loans until the payment date.
 
(3) The currency and interest rate hedging instruments were estimated based on projected U.S dollar futures contracts and the futures curve of DI x Pre contract quoted on BM&FBOVESPA as of June 30, 2014 and on the futures curve of LIBOR (ICE - IntercontinentalExchange) on June 30, 2014. In the table above, only the hedging instruments with negative results at the time of settlement were considered.
 
 

 
76

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Capital Management
 
The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, net debt / EBITDA, interest coverage, and indebtedness / equity ratios. Net debt is composed of cash, cash equivalents, and financial investments (see Note 4) and loans, including debentures (see Note 14). The Company can change its capital structure depending on the economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
 
Selection and Use of Financial Instruments

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

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

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

 

 
77

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
The table below summarizes the position of hedging instruments adopted by the Company and its subsidiaries:
 
Hedging instruments
Counterparty
Maturity
 
Notional amount1
   
Fair value
   
Amounts receivable
   
Amounts payable
 
       
06/30/2014
   
12/31/2013
   
06/30/2014
   
12/31/2013
   
06/30/2014
 
                                         
                   
R$
million
   
R$
million
   
R$ million
   
R$ million
 
a –Exchange rate swaps receivable in U.S. dollars
 
Bradesco, BTMU, Citibank, HSBC, Itaú, JP Morgan, Santander
                                     
Receivables in U.S. dollars (LIBOR)
Jul 2014 to Apr 2017
  US$  140.0     US$  140.0       310.3       329.7       310.3       -  
Receivables in U.S. dollars (Fixed)
  US$ 83.1     US$ 87.4       186.3       212.8       186.3       -  
Payables in CDI interest rate
  US$ (223.1 )   US$ (227.4 )     (484.0 )     (452.5 )     -       484.0  
Total result
    -       -       12.6       90.0       496.6       484.0  
                                                     
b.1 and b.2 – Exchange rate swaps payable in U.S. dollars + COUPON
 
Bradesco, HSBC, Itaú
Jul 2014 to Sep 2014
                                               
Receivables in CDI interest rates
  US$ 30.5     US$ 48.1       67.7       112.3       67.7       -  
Payables in U.S. dollars (Fixed)
  US$ (30.5 )   US$ (48.1 )     (67.2 )     (115.4 )     -       67.2  
Total result
    -       -       0.5       (3.1 )     67.7       67.2  
                                                     
c – Interest rate swaps in R$
 
 
Banco do Brasil, Itaú
May 2015 to
Aug 2016
                                               
Receivables in fixed interest rate
  R$  327.5     R$  627.5       508.3       937.0       508.3       -  
Payables in CDI interest rate
  R$ (327.5 )   R$ (627.5 )     (462.0 )     (854.6 )     -       462.0  
Total result
    -       -       46.3       82.4       508.3       462.0  
                                                     
                                                     
Total gross result
                        59.4       169.3       1,072.6       1,013.2  
Income tax
                        (9.0 )     (24.3 )     (9.0 )     -  
Total net result
                        50.4       145.0       1,063.6       1,013.2  
                                                     
Positive result (see Note 4)
                        61.3       151.6                  
Negative result (see Note 14)
                        (10.9 )     (6.6 )                

(1) In million. Currency as indicated.

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

 
 
78

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
Hedging instruments existing as of June 30, 2014 are described below, according to their category, risk, and hedging strategy:

a - Hedging against foreign exchange exposure of liabilities in foreign currency - The purpose of these contracts is (i) to offset the effect of the change in exchange rates of debts or firm commitments in U.S. dollars by converting them into debts or firm commitments in Brazilian Reais linked to CDI, and (ii) change a financial investment linked to the CDI and given as a guarantee to a loan in the U.S. dollar into a financial investment linked to the U.S. dollar. As of June 30, 2014, the Company and its subsidiaries had outstanding swap contracts totaling US$ 223.1 million in notional amount with a liability position, on average of 102.4% of CDI, of which US$ 83.1 million, on average, had an asset position at US$ + 3.6 % p.a. and US$ 140.0 million had an asset position at US$ + LIBOR + 1.0% p.a.

b.1 - Hedging against foreign exchange exposure of operations - The purpose of these contracts is to make the exchange rate of the revenues of subsidiaries Oleoquímica, Oxiteno S.A. and Oxiteno Nordeste equal to the exchange rate of the cost of their main raw materials during their operating cycles. As of June 30, 2014, these swap contracts totaled US$ 12.5 million and, on average, had an asset position at 85.1 % of CDI and a liability position at US$ + 0.0% p.a.

b.2 - Hedging against foreign exchange exposure of net investments in foreign operations - The purpose of these contracts is to minimize the effect of exchange variation of investments in foreign subsidiaries with functional currencies different from the functional currency of the Company, turning them into investments in Brazilian Reais. On June 30, 2014, the Company and its subsidiaries had outstanding swap contracts totaling US$ 18.0 million in notional amount with an asset position at 96.0 % of CDI and a liability position of US$ + 0.0% p.a.

c - Hedging against the interest rate fixed in local financing - The purpose of these contracts is to convert the interest rate on financing contracted in Brazilian Reais from fixed into floating. On June 30, 2014 these swap contracts totaled R$ 327.5 million of notional amount corresponding to principal amount of related debt, and on average had an asset position at 11.8% p.a. and a liability position at 98.6% of CDI.
 
Hedge Accounting

The Company and its subsidiaries test, throughout the duration of the hedge, the effectiveness of their derivatives, as well as the changes in their fair value. The Company and its subsidiaries designate as fair value hedges certain derivative financial instruments used to offset the variations in interest and exchange rates, which are based on the market value of financing contracted in Brazilian Reais and U.S. dollars.

On June 30, 2014, the notional amount of interest rate hedging instruments totaled R$ 327.5 million, referring to the principal of the pre-fixed loans in Brazilian Reais. For the six-month period ended June 30, 2014, a gain of R$ 3.9 million related to the result of hedging instruments, an income of R$ 5.4 million related to the fair value adjustment of debt, and an expense of R$ 31.3 million related to the accrued interest rate of the debt were recognized in the income statement, transforming the average effective cost of the operations into 98.6% of CDI.

On June 30, 2014, the notional amount of foreign exchange hedging instruments designated as fair value hedge totaled US$ 80.0 million. For the six-month period ended June 30, 2014, an expense of R$ 19.4 million related to the result of hedging instruments, a gain of R$ 1.2 million related to the fair value adjustment of debt, and a gain of R$ 10.1 million related to the financial expense of the debt were recognized in the income statements, transforming the average effective cost of the operation into 104.1% of CDI (see Note 14.c.1).

On June 30, 2014, the notional amount of exchange rate hedging instruments designated as hedges of net investment in a foreign operation totaled US$ 18 million relating to the portion of investments in entities which have functional currency different from the Real. For the six-month period ended June 30, 2014, a gain of R$ 4.7 million was recorded. The exchange rate on investment and the hedging instrument effects were offset in equity.

 
79

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Gains (losses) on Hedging Instruments

The following tables summarize the value of gains (losses) recognized, which affected the shareholders’ equity as of June 30, 2014 and December 31, 2013 and income statement as of June 30, 2014 and 2013 of the Company and its subsidiaries:

   
06/30/2014
 
   
R$ million
 
   
Profit or loss
   
Equity
 
             
a – Exchange rate swaps receivable in U.S. dollars (i) (ii)
   
(20.5
)
   
-
 
b – Exchange rate swaps payable in U.S. dollars (ii)
   
9.0
     
4.8
 
c – Interest rate swaps in R$ (iii)
   
9.2
     
-
 
                 
Total
   
(2.3)
     
4.8
 
 

 
 
   
R$ million
 
   
06/30/2013
   
12/31/2013
 
   
Profit or loss
   
Equity
 
             
a – Exchange rate swaps receivable in U.S. dollars (i) (ii)
    (12.6 )     -  
b – Exchange rate swaps payable in U.S. dollars (ii)
    (1.7 )     -  
c – Interest rate swaps in R$ (iii)
    35.7       -  
                 
Total
    21.4       -  


The table above: (i) does not consider the effect of exchange rate variation of exchange swaps receivable in U.S. dollars when this effect is offset in the gain or loss of the hedged item (debt), (ii) considers the designation effect of foreign exchange hedging and (iii) considers the designation effect of interest rate hedging in Brazilian Reais.

 

 
80

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Fair Value of Financial Instruments

The fair values and the carrying values of the financial instruments, including currency and interest rate hedging instruments, as of June 30, 2014 and December 31, 2013, are stated below:

           
6/30/2014
   
12/31/2013
 
 
Category
 
Note
   
Carrying value
   
Fair
value
   
Carrying value
   
Fair
value
 
                                 
Financial assets:
                               
Cash and cash equivalents
                               
Cash and bank deposits
Loans and receivables
    4       191,514       191,514       224,926       224,926  
Financial investments in local currency
Measured at fair value through profit or loss
    4       2,066,066       2,066,066       2,051,143       2,051,143  
Financial investments in foreign currency
Measured at fair value through profit or loss
    4       4,197       4,197       -       -  
                                           
Financial investments
                                         
Fixed-income securities and funds in local currency
Available for sale
    4       701,510       701,510       736,638       736,638  
Fixed-income securities and funds in local currency
Held to maturity
    4       10,618       10,618       10,618       10,618  
Fixed-income securities and funds in foreign currency
Available for sale
    4       384,747       384,747       368,781       368,781  
Currency and interest rate hedging instruments
Measured at fair value through profit or loss
    4       61,270       61,270       151,594       151,594  
                                           
Total
              3,419,922       3,419,922       3,543,700       3,543,700  
                                           
Financial liabilities:
                                         
Financing
Measured at fair value through profit or loss
    14       680,298       680,298       1,118,281       1,118,281  
Financing
Measured at amortized cost
    14       4,543,540       4,449,320       4,340,967       4,373,680  
Debentures
Measured at amortized cost
    14       2,231,135       2,214,542       1,459,412       1,456,282  
Finance leases
Measured at amortized cost
    14       48,506       48,506       44,391       44,391  
Currency and interest rate hedging instruments
Measured at fair value through profit or loss
    14       10,900       10,900       6,575       6,575  
Subscription warrants – indemnification
Measured at fair value through profit or loss
    3.a       108,613       108,613       -       -  
                                           
Total
              7,622,992       7,562,179       6,969,626       6,999,209  


 
81

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 
The fair value of financial instruments, including currency and interest hedging instruments, was determined as follows:

The fair value of cash and bank deposit balances are identical to their carrying values.
 
Financial investments in investment funds are valued at the value of the fund unit as of the date of the reporting period, which corresponds to their fair value.
Financial investments in CDBs (Bank Certificates of Deposit) and similar investments offer daily liquidity through repurchase at the “yield curve” and, therefore, the Company believes their fair value corresponds to their carrying value.
The fair value calculation of LPG Inc.’s notes in the foreign market (see Note 14.b) is based on the quoted prices in an active market.
The subscription warrants – indemnification are based on the share price of Ultrapar (UGPA3) at the reporting date.
 
The fair value of other financial investments and financing was determined using calculation methodologies commonly used for mark-to-market reporting, which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates as of June 30, 2014 and December 31, 2013. For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.

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

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

 

 
82

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
Fair Value Hierarchy of Financial Instruments on the Balance Sheet

The financial instruments recognized at fair value on the balance sheet are classified in the following categories:

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

(b)  
Level 2 - inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
 
 (c)  
Level 3 - inputs for the asset or liability which are not based on observable market variables (unobservable inputs).
 
The table below shows a summary of the financial assets and financial liabilities measured at fair value in the Company’s and its subsidiaries’ balance sheet as of June 30, 2014 and December 31, 2013:
 
 
 
Category
 
 
Note
 
06/30/2014
   
Level 1
   
Level 2
   
Level 3
 
Financial assets:
                           
Cash equivalents
                           
Financial investments in local currency
Measured at fair value through profit or loss
4
   
2,066,066
     
2,066,066
     
-
     
-
 
Financial investments in foreign currency
Measured at fair value through profit or loss
4
   
4,197
     
4,197
     
-
     
-
 
Financial investments
                                   
Fixed-income securities and funds in local currency
Available for sale
4
   
701,510
     
701,510
     
 
-
     
-
 
Fixed-income securities and funds in foreign currency
Available for sale
 
4
   
384,747
     
131,445
     
253,302
     
-
 
Currency and interest rate hedging instruments
Measured at fair value through profit or loss
 
4
   
61,270
     
-
     
61,270
     
-
 
                                     
Total
       
3,217,790
     
2,903,218
     
314,572
     
-
 
                                     
Financial liabilities:
                                   
Financing
Measured at fair value through profit or loss
14
   
680,298
     
-
     
680,298
     
-
 
Currency and interest rate hedging instruments
Measured at fair value through profit or loss
 
14
   
10,900
     
 
-
     
10,900
     
-
 
Subscription warrants – indemnification (1)
Measured at fair value through profit or loss
3.a
   
108,613
     
-
     
108,613
     
-
 
Total
       
799,811
     
 
-
     
799,811
     
-
 

  

 
83

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)


 
 
 
Category
 
 
Note
 
12/31/2013
   
Level 1
   
Level 2
   
Level 3
 
Financial assets:
                           
Cash equivalents
                           
    Financial investments in local currency
Measured at fair value through profit or loss
4
   
2,051,143
     
2,051,143
     
-
     
-
 
Financial investments
                                   
Fixed-income securities and funds in local currency
Available for sale
4
   
736,638
     
736,638
     
 
-
     
-
 
Fixed-income securities and funds in foreign currency
Available for sale
4
   
368,781
     
-
     
368,781
     
-
 
Currency and interest rate hedging instruments
Measured at fair value through profit or loss
4
   
151,594
     
-
     
151,594
     
-
 
                                     
Total
       
3,308,156
     
2,787,781
     
520,375
     
-
 
                                     
Financial liabilities:
                                   
Financing
Measured at fair value through profit or loss
14
   
1,118,281
     
 
-
     
1,118,281
     
-
 
Currency and interest rate hedging instruments
Measured at fair value through profit or loss
14
   
6,575
     
 
-
     
6,575
     
-
 
Total
       
1,124,856
     
 
-
     
1,124,856
     
-
 

1) Refers to subscription warrants issued by the Company in the Extrafarma acquisition that, if exercised, may lead to the issuance of up to 3,205,622 shares in the future, related to subscription warrants – indemnification. The subscription warrants are measured using the price of the shares issued by Ultrapar (UGPA3) on the reporting date and are adjusted to the Company’s dividend yield, since the exercise is only possible starting in 2020 onwards and are not entitled to dividends. The number of shares of subscription warrants – indemnification is also adjusted according to the changes in the amounts of provision for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. For further information of the Extrafarma acquisition, see Note 3.a).

Sensitivity Analysis

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

For the sensitivity analysis of foreign exchange hedging instruments, management adopted as a likely scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on BM&FBOVESPA as of June 30, 2014. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 2.84 in the likely scenario. Scenarios II and III were estimated with a 25% and 50% additional appreciation or depreciation of the Brazilian Real against the likely scenario, according to the risk to which the hedged item is exposed.

 
84

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Based on the balances of the hedging instruments and hedged items as of June 30, 2014, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais as of June 30, 2014 were calculated in each of the three scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:
 
   
Risk
 
Scenario I (likely)
   
Scenario II
   
Scenario III
 
Currency swaps receivable in U.S. dollars
                     
(1) U.S. Dollar / Real swaps
 
Dollar
   
83,749
     
227,818
     
371,888
 
(2) Debts/firm commitments in dollars
 
appreciation
   
(83,741)
     
(227,826)
     
(371,910)
 
(1)+(2)
Net effect
   
8
     
(8)
     
(22)
 
                             
Currency swaps payable in U.S. dollars
                           
(3) Real / U.S. Dollar swaps
 
Dollar
   
(874)
     
16,139
     
33,151
 
(4) Gross margin of Oxiteno
 
devaluation
   
874
     
(16,139)
     
(33,151)
 
(3)+(4)
 
Net effect
   
-
     
-
     
-
 

For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais, the Company used the futures curve of the DI x Pre contract on BM&FBOVESPA as of June 30, 2014 for each of the swap and debt (hedged item) maturities, to determine the likely scenarios. Scenarios II and III were estimated based on a 25% and 50% deterioration, respectively, of the likely scenario pre-fixed interest rate.
 
Based on the three scenarios of interest rates in Brazilian Reais, the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged (variations in the pre-fixed interest rates in Brazilian Reais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The results are shown in the table below:

 
Risk
 
Scenario I (likely)
   
Scenario II
   
Scenario III
 
                     
Interest rate swap (in R$)
                   
(1) Fixed rate swap - CDI
Decrease in
   
-
     
12,008
     
24,642
 
(2) Fixed rate financing
Pre-fixed rate
   
-
     
(12,004)
     
(24,637)
 
(1)+(2)
Net effect
   
-
     
4
     
5
 

 
 
85

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

23  
Provisions, Contingencies and Commitments (Consolidated)

a. 
Provisions for tax, civil, and labor risks

The Company and its subsidiaries are parties in tax, civil, and labor disputes and are discussing these issues both at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by management, and are supported by the opinion of the legal departments of the Company and its outside legal counsel.

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

Provisions
 
Balance in 12/31/2013
   
Initial balance Extrafarma
   
Additions
   
Write-offs
   
 
Monetary restatement
   
Balance in 06/30/2014
 
                                     
IRPJ and CSLL
    360,861       10,630       33,518       -       12,843       417,852  
PIS and COFINS
    86,512       25,540       -       -       3,437       115,489  
ICMS
    33,113       7,096       366       (22,550 )     1,108       19,133  
INSS
    6,251       -       144       -       195       6,590  
Civil litigation
    90,886       778       462       (3,032 )     58       89,152  
Labor litigation
    60,174       1,866       4,081       (3,243 )     1,044       63,922  
Other
    1,223       289       3       (1,132 )     26       409  
                                                 
Total
    639,020       46,199       38,574       (29,957 )     18,711       712,547  
                                                 
Current
    69,306                                       65,546  
Non-current
    569,714                                       647,001  

Some of the tax provisions above involve escrow deposits in the amount of R$ 486,629 as of June 30, 2014 (R$ 456,075 as of December 31, 2013).
 
b. 
Tax Matters

Provisions

On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana Distribuidora de Gás Ltda. (“Bahiana”) filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the Brazilian Federal Revenue Service, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008 and denied during a second hearing, which was handed down on July 18, 2014. Under the preliminary injunction, the subsidiaries were required to make escrow deposits for these debits in the accumulated amount of R$ 373,456 as of June 30, 2014 (R$ 345,513 as of December 31, 2013) and have recognized a corresponding liability. The subsidiaries plan to appear in the superior court with the appropriate legal measures to restore the injunction.

The subsidiary IPP has provisions for IRPJ and CSLL related to the unconstitutionality of Law No. 9316/1996, that denied the deduction of CSLL from the IRPJ tax basis, in the amount of R$ 20,232 as of June 30, 2014 (R$ 19,806 as of December 31, 2013).

The subsidiaries Oxiteno S.A., Oxiteno Nordeste, Cia. Ultragaz, Tequimar, Tropical, Empresa Carioca de Produtos Químicos S.A. (“EMCA”) and IPP filed for a preliminary injunction seeking the deduction of ICMS from their PIS and COFINS tax bases. Oxiteno Nordeste and IPP obtained the right to pay the amounts into escrow deposits through an injunction, and recognized a corresponding provision in the amount of R$ 89,216 as of June 30, 2014 (R$ 86,306 as of December 31, 2013).
 
 
86

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 
The subsidiary IPP had a provision related to ICMS, mainly with respect to several transactions that resulted in tax assessments for which the proof of payment was not evident, in the amount of R$ 19,449 as of December 31, 2013. In the second quarter of 2014, the subsidiary provided rebuttal documents, which will be subject to judicial investigation, relating to this failure to pay the ICMS charge for the alleged omission of output fuel oil operations. Thus, the Company reassessed the probability of the losses as “possible”, and reversed the provision.

Contingent Liabilities
 
The main tax claims of subsidiary IPP and its subsidiaries that are classified as having a possible risk of loss, and that have not been recognized in the interim financial information due to this assessment, are related to ICMS, and mainly, to: (a) the required proportional reversal of ICMS credits recognized on the purchase of ethanol that was later resold at lower prices as a result of PROÁLCOOL, a Federal Government program to encourage alcohol production. The Company has determined the anticipation of financial subsidy by the distributors to the mill owners and their subsequent reimbursement by the DNC (current National Oil Agency) as R$ 118,155 as of June 30, 2014 (R$ 113,555 as of December 31, 2013), (b) alleged undue ICMS credits for which the tax authorities understand that there was no proof of origin for R$ 35,637 as of June 30, 2014 (R$ 29,565 as of December 31, 2013), (c) assessments for alleged non-payment of ICMS totaling R$ 44,729 as of June 30, 2014 (R$ 25,576 as of December 31, 2013), (d) assessment issued in Ourinhos/SP in connection with the return of ethanol loans made with deferred tax, in the amount of R$ 43,353 as of June 30, 2014 (R$ 40,848 as of December 31, 2013), (e) assessments in the State of Rio de Janeiro demanding the reversal of ICMS credits on interstate sales made under Article 33 of ICMS Convention 66/88, which allowed the use of the ICMS credit but was suspended by an injunction granted by STF (the Brazilian Federal Court of Justice), totaling R$ 17,511 as of June 30, 2014 (R$ 17,222 as of December 31, 2013), (f) ICMS credits taken in relation to bills considered invalid, though the understanding of the STJ (the Brazilian High Court of Justice) is that it is possible to take credit, even if there is a defect in the document of the seller, as long as it is confirmed that the transaction occurred, for R$ 28,611 as of June 30, 2014 (R$ 27,215 as of December 31, 2013); (g) assessments arising from surplus or shortage of inventory, generated by differences in temperature or handling of the product, without the corresponding issuance of invoices, as of R$ 53,882 as of June 30, 2014 (R$ 47,106 as of December 31, 2013), (h) infraction relating to ICMS credits due to alleged non-compliance with legal formalities, for R$ 39,329 as of June 30, 2014 (R$ 36,398 as of December 31, 2013) and; (i) assessments arising from ICMS credits related to inputs of ethanol from certain States that had granted tax benefits to producers of alcohol in alleged disagreement with the law, in the amount of R$ 31,193 as of June 30, 2014 (R$ 30,726 as of December 31, 2013); (j) assessments that consider various possible breaches of auxiliary obligations, among them the alleged lack of issuance of invoices, the alleged failure of delivery, or delivery with errors of informative reports to the tax authorities, errors in the filling of DANFE - Auxiliary Document Electronic Invoice, among others, totaling R$ 11,112 as of June 30, 2014 (R$ 11,806 as of December 31, 2013); and (k) infraction notice for non-payment of ICMS related to the acquisition of basic lubricating oil, whose remittance was deferred to the time of the subsequent industrialized output relating to interstate transactions (covered by the constitutional non-incidence - article 155, X, ‘b’ of the Federal Constitution), totaling R$ 11,114 as of June 30, 2014 (R$ 10,657 as of December 31, 2013).

The subsidiary IPP has assessments invalidating the offset of IPI credits in connection with the purchase of raw materials used in the manufacturing of products which sales are not subject to IPI under the protection of tax immunity. The non-provisioned amount of this contingency classified as a possible risk of loss, as of June 30, 2014, is R$ 146,713 (R$ 117,697 as of December 31, 2013).

 Contingent Assets

The Company and its subsidiaries have favorable judgments to pay contributions to PIS and COFINS without the changes introduced by Law 9718/1998 in its original version. The ongoing questioning refers to the levy of these contributions on sources of income other than gross revenue. In 2005, the STF (the Brazilian Supreme Federal Court) decided the question in favor of the taxpayers. Although this has set a favorable precedent, the effect of this decision does not automatically apply to all companies, since they must await the formal decision in their own lawsuits. Certain lawsuits of the Company’s subsidiaries are currently pending trial and, in the event all such lawsuits are decided in favor of the subsidiaries, the Company estimates that the total positive effect on income before income and social contribution taxes may reach R$ 36,543, net of attorney’s fees.
 
 
87

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 
c. 
Civil Claims

Provisions

The Company and its subsidiaries maintained provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental issues in the amount of R$ 89,152 as of June 30, 2014 (R$ 90,886 as of December 31, 2013).

Contingent Liabilities

The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE (Brazilian antitrust authority) based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz and imposed a penalty of R$ 23,104. The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed. Based on the above elements and on the opinion of its legal counsel, the subsidiary did not recognize a provision for this contingency.

d. 
Labor Matters

Provisions

The Company and its subsidiaries maintained provisions of R$ 63,922 as of June 30, 2014 (R$ 60,174 as of December 31, 2013) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights.

Contingent Liabilities

In 1990, the Petrochemical Industry Labor Union (Sindiquímica), of which the employees of Oxiteno Nordeste and EMCA, companies located in the Camaçari Petrochemical Complex, are members, filed separate lawsuits against the subsidiaries demanding the compliance with the fourth section of the collective labor agreement, which provided for a salary adjustment in lieu of the salary policies practiced. In the same year, a collective labor dispute was also filed by the Union of Employers (SINPEQ) against Sindiquímica, requiring the recognition of the loss of effectiveness of such fourth section. Individual claims were rejected. The collective bargaining agreement is currently pending trial by STF. In the second half of 2010, some companies in the Camaçari Petrochemical Complex signed an agreement with Sindiquímica and reported the fact in the collective bargaining agreement dispute. Based on the opinion of their legal advisors, who reviewed the latest STF decision in the collective bargaining agreement dispute as well as the status of the individual claims involving the subsidiaries Oxiteno Nordeste and EMCA, the management of such subsidiaries believed that it was not necessary to recognize a provision as of June 30, 2014.

The Company and its subsidiaries have other pending administrative and legal proceedings of tax, civil, and labor nature, which are individually less relevant, and were estimated by their legal counsel as having possible and/or remote risks (proceedings whose chance of loss is 50% or less). A such, the related potential losses were not provided for by the Company and its subsidiaries based on these opinions. The Company and its subsidiaries are also litigating for recovery of taxes and contributions, which were not recognized in the interim financial information due to their contingent nature.
 
 
 
88

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

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

Port
Minimum movement in tons per year
Maturity
Aratu
100,000
2016
Aratu
900,000
2022
Suape
250,000
2027
Suape
400,000
2029

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of June 30, 2014, these rates were R$ 5.79 per ton for Aratu and R$ 1.38 per ton for Suape. The subsidiary has met the minimum cargo movement required since the beginning of the contractual agreements.
 
Subsidiary Oxiteno Nordeste has a supply agreement with Braskem S.A. which establishes a minimum quarterly consumption level of ethylene and conditions for the supply of ethylene until 2021. The minimum purchase commitment clause provides a minimum annual consumption of 205 thousand tons and a maximum of 220 thousand tons. The minimum purchase commitment and the actual demand accumulated as of June 30, 2014 and 2013, expressed in tons of ethylene, are shown below. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 40% of the current ethylene price for the quantity not purchased. The subsidiary has met the minimum purchase required in the agreement.
 
   
Minimum purchase commitment
   
Accumulated demand (actual)
 
   
   
06/30/2014
   
06/30/2013
   
06/30/2014
   
06/30/2013
 
In tons of ethylene
   
100,497
     
104,484
     
100,646
     
108,292
 

 
Subsidiary Oxiteno S.A has a supply agreement with Braskem Qpar S.A., valid until 2023, which establishes and regulates the conditions for supply of ethylene to Oxiteno based on the international market for this product. The minimum purchase is 22,050 tons of ethylene semiannually. The minimum purchase commitment and the actual demand accumulated as of June 30, 2014 and 2013, expressed in tons of ethylene, are shown below. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 30% of the current ethylene price for the quantity not purchased. The subsidiary has met the minimum purchase required in the agreement.
 
   
Minimum purchase commitment
   
Accumulated demand (actual)
 
   
   
06/30/2014
   
06/30/2013
   
06/30/2014
   
06/30/2013
 
In tons of ethylene
   
22,050
     
19,614(*)
     
22,085
     
19,888
 

(*) Adjusted for scheduled shutdowns in Braskem Qpar S.A. during the periods.

 
89

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 
 
f. 
Insurance Coverage in Subsidiaries

The Company maintains appropriate insurance policies with the objective of covering several risks to which it is exposed, including losses and damage from fire, lightning, explosion of any kind, gale, aircraft crash, electric damage, and other risks, covering the industrial plants and distribution bases and branches of all subsidiaries. The maximum compensation values based on the risk analysis of maximum possible losses of certain locations are shown below:
 
 
Maximum
compensation
value (*)
 
     
Oxiteno
US$ 1,104
 
Ipiranga
R$ 705
 
Ultracargo
R$ 550
 
Ultragaz
R$ 250
 
Extrafarma
R$ 116
 

(*) In million.  As of policy conditions.

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

The Company maintains liability insurance policies for directors and executive officers (D&O) to indemnify the members of the Board of Directors, fiscal council and executive officers of Ultrapar and its subsidiaries (“Insured”)in the total amount of US$ 50 million, which cover any of the Insured liabilities resulting from wrongful acts, including any act or omission committed or attempted , except if the act, omission or the claim is consequence of gross negligence or willful misconduct.

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

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

 
 
90

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

g. 
Operating Lease Contracts

Subsidiaries Cia. Ultragaz, Bahiana, Utingás Armazenadora S.A., Tequimar, Serma, and Oxiteno S.A. have operating lease contracts for the use of IT equipment. These contracts have terms of 36 and 45 months. The subsidiaries have the option to purchase the assets at a price equal to the fair market price on the date of option, and management does not intend to exercise such option. Subsidiaries Cia. Ultragaz, Bahiana, and Extrafarma have operating lease contracts related to vehicles in their fleet. These contracts have terms of 24 to 60 months and there is no purchase option. The future disbursements (installments), assumed under these contracts, amount approximately to:
 
   
 
Up to 1 year
   
Between 1 and 5 years
   
 
More than 5 years
   
 
Total
 
                         
June 30, 2014
   
26,409
     
26,855
     
-
     
53,264
 

The subsidiaries IPP, Extrafarma, and Cia. Ultragaz have operating lease contracts related to land and building of service stations, drugstores, and stores, respectively. The future disbursements and receipts (installments), arising from these contracts, amount approximately to:
 
     
 
Up to 1
year
   
 
Between 1
and 5 years
   
 
More than 5
years
   
 
 
Total
 
                           
June 30, 2014
payable
   
76,044
     
222,715
     
117,388
     
416,147
 
 
receivable
   
(47,195)
     
(142,540)
     
(81,578)
     
(271,313)
 

The expense recognized for the six-month period ended June 30, 2014 for operating leases was R$ 31,917 (R$ 19,004 for the six-month period ended June 30, 2013), net of income.

 
 
91

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

24.  
Employee Benefits and Private Pension Plan (Consolidated)

a. 
ULTRAPREV- Associaçăo de Previdência Complementar

In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and each of its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associaçăo de Previdência Complementar (“Ultraprev”), since August 2001. Under the terms of the plan, every year each participating employee chooses his or her basic contribution to the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.5% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount which will exhaust their respective accumulated fund over a period of 5 to 25 years. The sponsoring company does not guarantee the amounts or the duration of the benefits received by each employee that retires. For the six-month period ended June 30, 2014, the Company and its subsidiaries contributed R$ 9,685 (R$ 8,735 for the six-month period ended June 30, 2013) to Ultraprev, which is recognized as expense in the income statement. The total number of participating employees as of June 30, 2014 was 6,799 active participants and 127 retired participants. In addition, Ultraprev had 29 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.
 
b. 
Post-employment Benefits

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

The amounts related to such benefits were determined based on a valuation conducted by an independent actuary as of December 31, 2013 and are recognized in the interim financial information in accordance with IAS 19 R2011 (CPC 33 R2).

   
06/30/2014
   
12/31/2013
 
             
Health and dental care plan
   
33,878
     
32,028
 
FGTS Penalty
   
46,690
     
43,349
 
Bonus
   
22,124
     
20,545
 
Life insurance
   
16,231
     
15,374
 
                 
Total
   
118,923
     
111,296
 
                 
Current
   
11,922
     
11,922
 
Non-current
   
107,001
     
99,374
 

 
 
92

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

25  
Revenue from Sale and Services (Consolidated)
 
   
06/30/2014
   
06/30/2013
 
             
Gross revenue from sale
   
33,261,941
     
29,350,696
 
Gross revenue from services
   
279,433
     
255,838
 
Sales tax
   
(771,277)
     
(679,008)
 
Discounts and sales returns
   
(156,564)
     
(129,571)
 
Deferred revenue (see Note 19)
   
564
     
6,117
 
                 
Net revenue from sales and services
   
32,614,097
     
28,804,072
 
 

26  
Expenses by Nature (Consolidated)

The Company discloses its consolidated income statement by function and is presented below, broken down by nature:

   
06/30/2014
   
06/30/2013
 
             
Raw materials and materials for use and consumption
   
29,533,742
     
26,104,262
 
Personnel expenses
   
787,336
     
655,042
 
Freight and storage
   
483,672
     
455,124
 
Depreciation and amortization
   
430,692
     
382,237
 
Services provided by third parties
   
106,985
     
73,726
 
Advertising and marketing
   
104,514
     
80,681
 
Lease of real estate and equipment
   
55,044
     
40,030
 
Other expenses
   
132,555
     
123,199
 
                 
Total
   
31,634,540
     
27,914,301
 
                 
Classified as:
               
Cost of products and services sold
   
30,042,257
     
26,580,121
 
Selling and marketing
   
1,027,623
     
848,603
 
General and administrative
   
564,660
     
485,577
 
                 
Total
   
31,634,540
     
27,914,301
 

Research and development expenses are recognized in the income statements and amounted to R$ 18,650 for the six-month period ended June 30, 2014 (R$ 12,718 for the six-month period ended June 30, 2013).

 
 
93

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)

 

27 
Other Operating Income, Net (Consolidated)

   
06/30/2014
   
06/30/2013
 
             
Promotions
    16,907       12,803  
Merchandising
    15,652       18,399  
Loyalty program
    2,418       2,055  
Others
    6,591       1,988  
                 
Other operating income, net
    41,568       35,245  

28 
Income from Disposal of Assets (Consolidated)

Income from disposal of assets is determined as the difference between the selling price and residual book value of the investment, property, plant, and equipment, or intangible asset disposed of. For the six-month period ended June 30, 2014, the gain was R$ 6,692 (gain of R$ 14,722 for the six-month period ended June 30, 2013), represented primarily from disposal of property, plant, and equipment.

29  
Financial Income (Expense)
                   
 
   
Parent
   
Consolidated
 
   
06/30/2014
   
06/30/2013
   
06/30/2014
   
06/30/2013
 
Financial income:
                       
Interest on financial investments
   
59,896
     
48,602
     
138,685
     
67,483
 
Interest from customers
   
 -
     
-
     
30,137
     
30,025
 
Other financial income
   
5
     
-
     
2,432
     
2,930
 
     
59,901
     
48,602
     
171,254
     
100,438
 
Financial expenses:
                               
        Interest on loans
   
-
     
-
     
(219,037)
     
(145,922)
 
        Interest on debentures
   
(45,689)
     
(31,968)
     
(119,034)
     
(54,224)
 
Interest on finance leases
   
-
     
-
     
(4,523)
     
(4,592)
 
Bank charges, financial transactions tax, and other charges
   
1,347
     
(13,786)
     
(19,541)
     
(26,465)
 
Exchange variation, net of gains and losses with derivative instruments
   
-
     
-
     
(23,068)
     
(19,807)
 
Changes in subscription warranty (see Note 3.a)
   
(48)
     
-
     
(48)
     
-
 
Monetary restatement of provisions, net, and other financial expenses
   
(8)
     
(6)
     
654
     
(4,272)
 
     
(44,398)
     
(45,760)
     
(384,597)
     
(255,282)
 
                                 
Financial income (expense)
   
15,503
     
2,842
     
(213,343)
     
(154,844)
 
 
 

 
94

 
Ultrapar Participações S.A. and Subsidiaries
Notes to the Individual and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
 

30  
Earnings per Share (Parent and Consolidated)
 
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has subscription warrants and a deferred stock plan, as mentioned in Notes 3.a) and 8.c), respectively.
 
Basic Earnings per Share
 
06/30/2014
   
06/30/2013
           
Net income for the period of the Company
   
545,988
     
526,904
 
Weighted average shares outstanding (in thousands)
   
544,609
     
534,042
 
Basic earnings per share –R$
   
1.0025
     
0.9866
 
 
 
Diluted Earnings per Share
 
06/30/2014
   
06/30/2013
 
             
Net income for the period of the Company
    545,988       526,904  
Weighted average shares outstanding (in thousands), including deferred stock plan
    548,641       536,412  
Diluted earnings per share –R$
    0.9952       0.9823  
 
Weighted Average Shares Outstanding (in thousands)
 
06/30/2014
   
06/30/2013
 
             
Weighted average shares outstanding for basic per share calculation:
   
544,609
     
534,042
 
Dilution effect
               
Subscription warrants
   
1,965
     
-
 
Deferred Stock Plan
   
2,067
     
2,370
 
Weighted average shares outstanding for diluted per share calculation:
   
548,641
     
536,412
 
 
 
95

 
 
 



ULTRAPAR PARTICIPAÇÕES S.A.
 MD&A - ANALYSIS OF CONSOLIDATED EARNINGS
Second Quarter 2014

(1) Selected financial information:


(R$ million)
2Q14
2Q13
1Q14
Variation
2Q14 X 2Q13
Variation
2Q14 X 1Q14
1H14
1H13
Variation
1H14 X 1H13
Net revenue from sales and services
16,667.2
15,204.1
15,946.9
10%
5%
32,614.1
28,804.1
13%
Cost of products and services sold
(15,367.4)
(14,043.7)
(14,674.9)
9%
5%
(30,042.3)
(26,580.1)
13%
Gross profit
1,299.8
1,160.4
1,272.0
12%
2%
2,571.8
2,224.0
16%
Selling, marketing, general and administrative expenses
(783.5)
(675.8)
(808.7)
16%
-3%
(1,592.3)
(1,334.2)
19%
Other operating income, net
21.6
19.5
20.0
10%
8%
41.6
35.2
18%
Income from disposal of assets
(0.3)
9.2
7.0
-104%
-105%
6.7
14.7
-55%
Operating income
537.5
513.3
490.3
5%
10%
1,027.8
939.7
9%
Financial expenses, net
(98.6)
(94.2)
(114.8)
5%
-14%
(213.3)
(154.8)
38%
Share of profit of joint ventures and associates
(3.1)
(0.1)
(2.6)
3,579%
19%
(5.6)
(2.0)
176%
Income before income and social contribution taxes
435.9
419.0
373.0
4%
17%
808.8
782.9
3%
Income and social contribution taxes
(154.0)
(147.3)
(137.1)
5%
12%
(291.1)
(274.7)
6%
Tax incentives
19.6
12.0
13.4
63%
46%
33.0
22.1
49%
Net income
301.4
283.7
249.3
6%
21%
550.7
530.2
4%
Net income attributable to Ultrapar
299.1
282.1
246.9
6%
21%
546.0
526.9
4%
Net income attributable to non-controlling interests in subsidiaries
2.3
1.6
2.4
45%
0%
4.7
3.3
42%
EBITDA (*)
750.9
706.0
702.0
6%
7%
1,452.9
1,319.9
10%
                 
Volume – LPG sales – thousand tons
428.4
431.4
392.0
-1%
9%
820.4
827.4
-1%
Volume – Fuels sales – thousand of cubic meters
6,292.2
6,127.6
6,067.5
3%
4%
12,359.7
11,702.8
6%
Volume – Chemicals sales – thousand tons
190.3
206.6
190.9
-8%
0%
381.2
404.6
-6%

(*) For further information on EBITDA, see note (1) on page 99.

 
96

 
Considerations on the financial and operational information

Standards and criteria adopted in preparing the information
 
The financial information presented in this document has been prepared based on the interim financial information for the three-month period ended March 31, 2014, prepared in accordance with IAS 34 issued by the IASB, in accordance with CPC 21 (R1), and presented in accordance with standards established by CVM. The financial information of Ultrapar corresponds to the company’s consolidated information. The financial information of Ipiranga, Oxiteno, Ultragaz, Ultracargo and Extrafarma is reported without elimination of intercompany transactions. Therefore, the sum of such information may not correspond to the consolidated financial information of Ultrapar. In addition, the financial and operational information presented in this document is subject to rounding off and, consequently, the total amounts presented in the tables and charts may differ from the direct sum of the amounts that precede them.

In September 2013, Ultrapar entered into an association agreement with Extrafarma, one of Brazil’s ten largest drugstore chains. The transaction was closed on January 31, 2014 upon the approval of the association by the Extraordinary General Meetings of Ultrapar and Extrafarma. Extrafarma’s results were consolidated into Ultrapar’s financial statements as from February 1, 2014. Consequently, Ultrapar’s financial statements for the periods prior to February 1, 2014 do not include Extrafarma’s results and its operational data included in this release refer, for the first quarter of 2014, exclusively to the months of February and March, and for the first half of 2014, only the months from February to June 2014. Aiming to provide a comparison basis for the analysis of the evolution of Extrafarma’s performance, we present its results for 1H13 including the months from February to June 2013. As a consequence of the closing of the transaction, 12,021,100 new common, nominative book-entry shares with no par value of Ultrapar were issued, which corresponded to R$ 141.9 million of capital increase and R$ 498.8 million of increase in capital reserve, totaling an increase in equity of R$ 640.7 million. In addition, Ultrapar issued subscription warrants that, if exercised, would lead to the issuance of up to 4,007,031 shares in the future, broken down into 801,409 shares related to subscription warrants – working capital and 3,205,622 shares related to subscription warrants – indemnification. On June 30, 2014, in a preliminary assessment of the working capital and indebtedness adjustments the company identified that the subscription warrants – working capital shall not be exercised by the former shareholders of Extrafarma. Accordingly, the company reversed full provision for the issuance of 801,409 shares related to subscription warrants – working capital, which corresponded to R$ 42.1 million at the closing date. The shares of the subscription warrants – indemnification may be exercised as from 2020 and corresponded to non-current liabilities of R$ 108.6 million as of the closing date. The provisory value of the association on June 30, 2014 was updated to R$ 749.3 million, subject to adjustments pursuant to the association agreement. For more information, see Note 3.a and Note 22 to our Interim Financial Information (ITR) for 2Q14.


 
97

 
(2) Performance Analysis:

Ultrapar

Net revenue from sales and services: In 2Q14, Ultrapar's consolidated net sales and services grew by 10% compared to 2Q13, reaching R$ 16,667 million, due to the revenues growth in Ipiranga, Ultragaz and Ultracargo and the consolidation of revenues of Extrafarma as from February 2014. Compared to 1Q14, net sales and services increased by 5%, mainly due to the seasonality between periods. In 1H14, net sales and services increased by 13% compared to 1H13, totaling R$ 32,614 million.

Cost of products and services sold: In 2Q14, Ultrapar’s cost of products and services sold increased by 9% compared to 2Q13, totaling R$ 15,367 million, due to the increased cost of products and services sold in all businesses. Compared to 1Q14, Ultrapar’s cost of products and services sold increased by 5%. In 1H14, Ultrapar’s cost of products and services sold increased by 13% compared to 1H13, totaling R$ 30,042 million in the semester.

Gross profit: The gross profit of Ultrapar amounted to R$ 1,300 million in 2Q14, up 12% from 2Q13, as a consequence of the growth in the gross profit of Ipiranga and the consolidation of Extrafarma’s gross profit as from February 2014. Compared to 1Q14, Ultrapar’s gross profit increased by 2%, mainly as a result of the seasonality between periods. In 1H14, the gross profit of Ultrapar totaled R$ 2,572 million, up 16% from 1H13.

Selling, marketing, general and administrative expenses: Ultrapar’s selling, marketing, general and administrative expenses totaled R$ 784 million in 2Q14, an increase of 16% from 2Q13, due to the effects of inflation, higher advertising and marketing expenses, which were primarily related to the 2014 World Cup, and the expansion of the distribution network in Ipiranga. Compared to 1Q14, Ultrapar’s selling, marketing, general and administrative expenses decreased by 3%. In 1H14, Ultrapar's selling, marketing, general and administrative expenses totaled R$ 1,592 million, up 19% from 1H13.

Depreciation and amortization: Total depreciation and amortization costs and expenses in 2Q14 amounted to R$ 216 million, a 12% increase from 2Q13, as a result of investments made during the last 12 months, mainly in Ipiranga, and the consolidation of Extrafarma as from February 2014. Compared to 1Q14, total depreciation and amortization costs and expenses increased by 1%. In 1H14, total depreciation and amortization costs and expenses amounted to R$ 431 million, up 13% from 1H13.

Operating income: Ultrapar’s operating income amounted to R$ 538 million in 2Q14, up 5% from 2Q13, as a result of the increase in the operating income of Ipiranga and Ultracargo and the consolidation of Extrafarma’s operating income as from February 2014. Compared to 1Q14, Ultrapar’s operating income increased by 10%, mainly as a result of the seasonality between periods. In 1H14, Ultrapar’s operating income totaled R$ 1,028 million, up 9% from 1H13.

Financial result: Ultrapar's net debt at the end of June 2014 was R$ 4.1 billion (1.3 times LTM EBITDA), compared to R$ 3.6 billion in June 2013 (1.4 times LTM EBITDA). Ultrapar reported R$ 99 million of net financial expenses in 2Q14, which were R$ 4 million higher than that in 2Q13, mainly due to increased net debt in 2Q14 and the 3.0 p.p. rise in the base interest rate between June 2014 and June 2013. Compared to 1Q14, net financial expenses decreased by R$ 16 million, mainly due to the effects of exchange rate fluctuations in 1Q14, especially related to changes in Venezuela's currency exchange system. In 1H14, Ultrapar reported net financial expenses of R$ 213 million, R$ 58 million higher than that in 1H13.













 
98

 

Income and social contribution taxes / Tax incentives: Ultrapar reported in 2Q14 income tax and social contribution expenses, net of benefit of tax holidays, of R$ 134 million, compared with expenses of R$ 135 million in 2Q13, a reduction of 1%, despite the increase in pre-tax profit, due to specific variation on tax incentives in connection with Ultrapar’s operations in the northeastern region of Brazil, especially in Ultracargo’s operation in Aratu. Compared to 1Q14, Ultrapar presented an increase of 9%, mainly as a result of the growth in pre-tax profit between periods. In 1H14, Ultrapar reported income tax and social contribution expenses, net of benefit of tax holidays of R$ 258 million, up 2% from 1H13.

Net income: Ultrapar's consolidated net income in 2Q14 amounted to R$ 301 million, up 6% and 21% from 2Q13 and 1Q14, respectively, mainly due to the EBITDA growth between the periods and the decrease in financial expenses compared to 1Q14. In 1H14, Ultrapar reported net income of R$ 551 million, up 4% from 1H13.

EBITDA: In a quarter with a lower number of working days and slowdown of economic indicators, Ultrapar's consolidated EBITDA totaled R$ 751 million in 2Q14, up 6% from 2Q13, due to the EBITDA growth in Ipiranga and Ultracargo and the consolidation of Extrafarma's EBITDA as from February 2014. Ultragaz's EBITDA remained stable due to the planned requalification of an increased number of LPG bottles, and Oxiteno's EBITDA decreased by 8%, as a result of the lower volume sold in Brazil and the reduction of the operating level in Venezuela since 1Q14, due to limitations in importing raw material. Compared to 1Q14, Ultrapar’s EBITDA increased by 7%, mainly due to the seasonality between periods. In 1H14, Ultrapar's EBITDA totaled R$ 1,453 million, up 10% compared to 1H13.

R$ million
2Q14
2Q13
1Q14
Variação
2Q14 X 2Q13
Variação
2Q14 X 1Q14
1H14
1H13
Variação
1H14 X 1H13
Ultrapar
750.9
706.0
702.0
6%
7%
1,452.9
1,319.9
10%
Ipiranga
521.2
479.6
498.7
9%
5%
1,019.8
911.7
12%
Oxiteno
98.5
107.1
108.7
-8%
-9%
207.2
187.6
10%
Ultragaz
73.4
73.6
61.0
0%
20%
134.4
137.1
-2%
Ultracargo
43.3
42.3
41.3
2%
5%
84.6
78.2
8%
Extrafarma
14.3
19.7
10.5
-27%
37%
24.8
31.0
-20%

 
(1)
The EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) presented in this document represents the net income before (i) income and social contribution taxes, (ii) net financial expense (income) and (iii) depreciation and amortization, in accordance with ICVM 527/12. The purpose of including EBITDA information is to provide a measure used by the management for internal assessment of our operating results, and because a portion of our employee profit sharing plan is linked directly or indirectly to EBITDA performance. It is also a financial indicator widely used by investors and analysts to measure our ability to generate cash from operations and our operating performance. We also calculate EBITDA in connection with covenants related to some of our financing, as described in Note 14 to our consolidated financial statements. We believe EBITDA allows a better understanding not only of our financial performance but also of our capacity of meeting the payment of interest and principal from our debt and of obtaining resources for our investments and working capital. Our definition of EBITDA may differ from, and, therefore, may not be comparable with similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because EBITDA excludes net financial expense (income), income and social contribution taxes and depreciation and amortization, it provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or changes in income and social contribution taxes, depreciation and amortization. EBITDA is not a measure of financial performance under accounting practices adopted in Brazil or IFRS, and it should not be considered in isolation, or as a substitute for net income, as a measure of operating performance, as a substitute for cash flows from operations or as a measure of liquidity. EBITDA has material
 
 
 
99

 

 
 
limitations that impair its value as a measure of a company’s overall profitability since it does not address certain ongoing costs of our business that could significantly affect profitability such as financial expense (income), income and social contribution taxes and depreciation and amortization.

The reconciliation of EBITDA to the net income of the period is presented below:

R$ million
2Q14
2Q13
1Q14
1H14
1H13
 
Net income
301.4
283.7
249.3
550.7
530.2
(+) Income tax and social contribution
134.5
135.3
123.7
258.2
252.6
(+) Net financial expenses
98.6
94.2
114.8
213.3
154.8
(+) Depreciation and amortization
216.4
192.8
214.3
430.7
382.2
EBITDA
750.9
706.0
702.0
1,452.9
1,319.9

The performance analysis for each segment is presented below:

Ipiranga

Operational performance: Ipiranga's sales volume totaled 6,292 thousand cubic meters in 2Q14, 3% above 2Q13 volume. In 2Q14, sales volume of fuels for light vehicles (Otto cycle) increased by 7%, driven by the growth in the light vehicle fleet as well as investments made in Ipiranga's network expansion, and partially offset by the lower number of working days compared to 2Q13. The volume of diesel decreased by 1% compared to 2Q13, mainly as a consequence of the lower number of working days in 2Q14, and partially offset by investments in the network expansion, with a 3% growth in sales volume in the reseller segment. Compared to 1Q14, sales volume increased by 4%, mainly due to seasonality between periods. In 1H14, sales volume totaled 12,360 thousand cubic meters, a 6% growth from 1H13 volume.

Net revenue from sales and services: Ipiranga's net revenue from sales and services reached R$ 14,473 million in 2Q14, up 9% from 2Q13, mainly as a result of (i) increased sales volume, (ii) the rise in diesel and gasoline costs by Petrobras in November 2013 and increased ethanol costs, and (iii) improved sales mix, resulting from investments in the expansion of the service station network, which enabled an increased share of fuels for light vehicles and of diesel sold through the reseller segment (sales at service stations). Compared to 1Q14, net revenue from sales and services increased by 4% as a result of seasonally higher volume. In 1H14, net s revenue from sales and services amounted to R$ 28,395 million, up 13% from 1H13.

Cost of products sold: Ipiranga's cost of products sold totaled R$ 13,644 million in 2Q14, up 9% compared to 2Q13, mainly due to increased sales volume and cost increases (i) in diesel and gasoline in November 2013, and (ii) consequently, in ethanol. Compared to 1Q14, cost of products sold increased by 4%, mainly due to seasonally higher volume. In 1H14, cost of products sold totaled R$ 26,737 million, up 13% from 1H13.

Selling, marketing, general and administrative expenses: Ipiranga’s selling, marketing, general and administrative expenses totaled R$ 457 million in 2Q14, up 8% from 2Q13, mainly due to (i) increased expenses with advertising and marketing, related mainly to the 2014 World Cup, in the amount of R$ 12 million, (ii) the expansion of the distribution network, (iii) increased sales volume, and (iv) the effects of inflation on expenses. Compared to 1Q14, selling, marketing, general and administrative expenses decreased by 5%, mainly due to lower variable compensation, the annual resellers convention in February and variations of expenses with civil claims. In 1H14, selling, marketing, general and administrative expenses totaled R$ 940 million, up 10% from 1H13.

EBITDA: Ipiranga reported EBITDA of R$ 521 million in 2Q14, a 9% increase from 2Q13, mainly due to (i) increased sales volume, (ii) an improved sales mix, with greater share of the reseller segment (sales at service stations), and (iii) the strategy of constant innovation in services and convenience at the service station, and partially offset by increased expenses, especially with advertising and marketing, and lower volume growth as a result of the increased number of holidays in 2Q14. Compared to 1Q14, EBITDA increased by 5%, primarily due to seasonally higher sales volume. In 1H14, EBITDA totaled R$ 1,020 million, up 12% from 1H13.

 
100

 
Oxiteno

Operational performance: Total sales volume in the Brazilian market decreased by 7% (10 thousand tons) compared to 2Q13, with a 3% (4 thousand tons) lower volume of specialty chemicals, due to the lower sales volume in almost all segments served by Oxiteno. In the international market, sales volume decreased by 10% (6 thousand tons), mainly as a result of the reduction in the operating level in Venezuela since 1Q14, due to limitations in importing raw material in that country. With all these effects, Oxiteno's sales volume in 2Q14 totaled 190 thousand tons, a decrease of 8% (16 thousand tons) compared to 2Q13. Compared to 1Q14, specialty chemicals sales grew by 2% (3 thousand tons), and were offset by lower sales of glycols. Sales volume in 1H14 totaled 381 thousand tons, down 6% from 1H13.

Net revenue from sales and services: Oxiteno’s net revenue from sales and services totaled R$ 813 million in 2Q14, 1% down from 2Q13, due to lower sales volume, and offset by an 8% weaker Real. Compared to 1Q14, net revenue from sales and services decreased by 3%, mainly due to a 6% stronger Real. In 1H14, net revenue from sales and services totaled R$ 1,654 million, up 5% from 1H13.

Cost of products sold: Oxiteno’s cost of products sold in 2Q14 totaled R$ 633 million, in line with that of 2Q13, with the effect of an 8% weaker Real on variable costs as well as the startup of Oxiteno's operations in the United States being offset by lower sales volume and lower variable compensation. Compared to 1Q14, cost of products sold remained stable, with the effect of the 6% stronger Real on variable costs being offset by the effect of a 7% increase in unit variable costs in dollars. In 1H14, Oxiteno’s cost of products sold totaled R$ 1,268 million, up 3% from 1H13.

Selling, marketing, general and administrative expenses: Oxiteno's selling, marketing, general and administrative expenses totaled R$ 117 million in 2Q14, down 1% from 2Q13, mainly due to (i) lower logistics expenses, mainly as a result of lower sales volume, and (ii) a decrease in variable compensation, which were partially offset by the impact of inflation on personnel expenses. Compared to 1Q14, selling, marketing, general and administrative expenses decreased by 9%, due to lower expenses with variable compensation. In 1H14, Oxiteno's selling, marketing, general and administrative expenses totaled R$ 246 million, up 10% from 1H13.

EBITDA: Oxiteno reported EBITDA of R$ 98 million in 2Q14, 8% down from 2Q13, equivalent to US$ 232/ton, mainly due to lower sales volume in Brazil and the reduction in the operating level in Venezuela. Compared to 1Q14, EBITDA decreased by 9%, mainly due to (i) the appreciation of Real during 2Q14 and (ii) the effect of a 6% stronger average Real, partially offset by lower variable compensation expenses. In 1H14, EBITDA totaled R$ 207 million, up 10% from 1H13.

Ultragaz

Operational performance: In 2Q14, Ultragaz's sales volume reached 428 thousand tons, down 1% from 2Q13, as a result of a reduction of 4% in bulk segment, mainly due to the lower number of working days in 2Q14 and the lower demand in the industrial segment. These effects were partially offset by investments made to capture new customers, especially by the 3% growth in the residential and small- and medium-sized companies segments, and by the 1% growth in the volume of bottled segment. Compared to 1Q14, sales volume grew 9%, mainly derived from the seasonality between the periods and high temperatures registered in the South and Southeast regions of Brazil in 1Q14. For the first half of 2014, Ultragaz accumulated 820 thousand tons in sales volume, down 1% compared to 1H13.

Net revenue from sales and services: Ultragaz's net revenue from sales and services totaled R$ 1,011 million in 2Q14, a 1% growth from 2Q13, mainly due to commercial initiatives, including an improved sales mix, especially in the residential and small- and medium-sized companies segments. Compared to 1Q14, net revenue from sales and services increased by 9%, due to increased sales volume. In 1H14, net revenue from sales and services amounted to R$ 1,940 million, up 1% from 1H13.

Cost of products sold: Ultragaz's cost of products sold totaled R$ 865 million in 2Q14, up 1% from 2Q13, mainly as a result of the planned requalification of an increased number of LPG bottles, with an estimated effect of R$ 9 million. Compared to 1Q14, the cost of products sold increased by 8%, mainly due to the seasonally higher volume. In 1H14, cost of products sold totaled R$ 1,663 million, up 1% from 1H13.

 
101

 
Selling, marketing, general and administrative expenses: In 2Q14, Ultragaz's selling, marketing, general and administrative expenses totaled R$ 105 million, down 5% from 2Q13, mainly due to lower expenses with marketing and sales campaigns and initiatives to reduce expenses over the last year, partially offset by the effects of inflation on expenses. Compared to 1Q14, selling, marketing, general and administrative expenses decreased by 3%, mainly due to increased expenses with projects in 1Q14. In 1H14, selling, marketing, general and administrative expenses totaled R$ 212 million, up 2% from 1H13.

EBITDA: In 2Q14, Ultragaz's EBITDA remained stable compared to 2Q13, due to the scheduled requalification of a large number of LPG bottles, the 1% decrease in sales volume and the inflation effects that were partially offset by commercial and expense reduction initiatives. Excluding the estimated effect of R$ 9 million with the requalification of an increased number of LPG bottles, Ultragaz's EBITDA in 2Q14 would have grown by 12%. Compared to 1Q14, EBITDA grew 20%, mainly derived from the increased sales volume, due to the typical seasonality between the quarters and high temperatures registered in the South and Southeast regions of Brazil in 1Q14. In 1H14, EBITDA totaled R$ 134 million, down 2% from 1H13.

Ultracargo

Operational performance: In 2Q14, Ultracargo's average storage remained stable compared to 2Q13, mainly as a result of the increased handling of (i) fuel oil for thermoelectric plants and (ii) fuels for vehicles, as a result of the growth in these segments, effects that were offset by lower handling of chemicals. Compared to 1Q14, average storage increased by 1%. In the first semester of 2014, average storage increased by 7% compared with 1H13.

Net revenue from sales and services: Ultracargo's net revenue from sales and services totaled R$ 88 million in 2Q14, up 2% from 2Q13, mainly due to the improved mix of products handled and contractual tariff adjustments. Compared to 1Q14, net revenue from sales and services increased by 3%, due to the growth in the average storage in its terminals in the respective periods and contractual tariff adjustments. In 1H14, net revenue from sales and services totaled R$ 173 million, up 7% from 1H13.

Cost of services provided: Ultracargo's cost of services provided in 2Q14 amounted to R$ 36 million, an 8% increase from 2Q13, mainly due to (i) increased maintenance costs, (ii) the effects of inflation on costs, and (iii) increased depreciation resulting from capacity expansions. Compared to 1Q14, cost of services provided increased by 2%, in line with the increased average storage in its terminals. In 1H14, cost of services provided totaled R$ 71 million, 9% higher than that in 1H13.

Selling, marketing, general and administrative expenses: Ultracargo's selling, marketing, general and administrative expenses totaled R$ 24 million in 2Q14, a 3% decrease compared to 2Q13, mainly due to non-recurring expenses with projects and customers in 2Q13. Compared to 1Q14, selling, marketing, general and administrative expenses increased by 7% mainly due to higher expenses with projects. In 1H14, selling, marketing, general and administrative expenses totaled R$ 47 million, up 3% from 1H13.

EBITDA: In a period of stable average storage, Ultracargo's EBITDA totaled R$ 43 million in 2Q14, up 2% from 2Q13, mainly due to the improved mix of products handled and contractual tariff adjustments, and partially offset by increased maintenance expenses. Compared to 1Q14, EBITDA increased by 5%, mainly due to the increased average storage in its terminals. In 1H14, EBITDA totaled R$ 85 million, up 8% compared with 1H13.

Extrafarma

As highlighted in "Considerations on the financial and operational information", unless otherwise indicated, Extrafarma information for 1Q14 refers to the months of February and March of 2014 and for 1H14 and 1H13 refers to the months of February to June of each year.

Operational performance: Extrafarma ended 2Q14 with 203 drugstores in the North and Northeast regions of Brazil, an increase of 23 drugstores (13%) compared to the end of 2Q13. Due to the expansion of Extrafarma's drugstore network, at the end of 2Q14, 35% of the drugstores had less than 36 months of operation, compared to

 
102

 
31% in 2Q13. However, total drugstores with less than one year of operation in 2Q14 was 14%, compared to 8% in 2Q13, as a result of the accelerated pace of drugstores openings during the last 12 months.

Gross revenues: Extrafarma's gross revenues totaled R$ 308 million in 2Q14, an increase of 15% compared to 2Q13, mainly due to the increase of 15% in gross revenues of the retail segment, which totaled R$ 262 million. The growth in gross revenues of the retail segment is mainly derived from the increased average number of drugstores. The 6.4% increase in same store sales was partially reduced by effects related to the 2014 World Cup. During 2Q14, gross revenues of the wholesale segment increased by 14% compared to 2Q13. Compared to 1Q14, gross revenues increased by 62%, due to the 2-month comparison base (February and March only) in 1Q14. In 1H14, gross revenues totaled R$ 498 million, up 17% compared to 1H13.

Cost of products sold and gross profit: Extrafarma's cost of products sold totaled R$ 202 million in 2Q14, up 16% from 2Q13, mainly as a result of increased sales and the annual adjustment in the prices of medicines, set by the Chamber for the Regulation of Medical Pharmaceuticals Market (CMED). In 2Q14, gross profit reached R$ 91 million, up 14% from 2Q13, mainly due to the growth in gross revenues in the retail segment. Compared to 1Q14, cost of products sold and gross profit increased by 63% and by 59% respectively, due to the 2-month comparison base (February and March only) in 1Q14. In 1H14, cost of products sold totaled R$ 325 million, up 17% from 1H13, while gross profit increased by 18%, amounting to R$ 149 million.

Selling, marketing, general and administrative expenses: Extrafarma's selling, marketing, general and administrative expenses totaled R$ 81 million in 2Q14, a 30% increase from 2Q13, mainly due to (i) the 14% increase in the average number of drugstores, (ii) above-inflation increases on unit personnel expenses and (iii) expenses related to the integration with Ultrapar and the structuring of Extrafarma for a more accelerated growth in the amount of R$ 6 million in 2Q14. Compared to 1Q14, selling, marketing, general and administrative expenses increased by 67%, due to the 2-month comparison base (February and March only) in 1Q14. In 1H14, selling, marketing, general and administrative expenses totaled R$ 130 million, up 33% from 1H13.

EBITDA: In 2Q14, Extrafarma's EBITDA totaled R$ 14 million, or R$ 21 million excluding the expenses related to integration and structuring, a 5% increase from 2Q13, mainly due to revenue growth, and partially offset by (i) effects related to the 2014 World Cup and (ii) a greater number of drugstores opened less than one year ago and, therefore, still in the maturing process. Excluding expenses related to integration and structuring, EBITDA margin in 2Q14 was 6.7%, 0.6 p.p. below the EBITDA margin in 2Q13, mainly due to the increased share of drugstores opened less than one year ago. Compared to 1Q14, EBITDA increased by 37%, due to the 2-month comparison base (February and March only) in 1Q14. In 1H14, EBITDA totaled R$ 25 million, down 20% from 1H13, or a 9% increase excluding the expenses related to integration and structuring.


We hereby inform that in accordance with the requirements of CVM Resolution 381/03, our independent auditors Deloitte Touche Tohmatsu Auditores Independentes have not performed during these six months of 2014 any service other than the external audit of the financial statements for the year ended on December 31, 2014 and the review of interim financial information of Ultrapar and affiliated companies and subsidiaries for the quarter ended on June 30, 2014.
 
 
 
 
 
 
103

 

São Paulo, August 6, 2014 – Ultrapar Participações S.A. (BM&FBOVESPA: UGPA3 / NYSE: UGP), a multi-business company engaged in specialized distribution and retail (Ultragaz / Ipiranga / Extrafarma), specialty chemicals (Oxiteno) and storage for liquid bulk (Ultracargo), hereby reports its results for the second quarter of 2014

Results conference call
 
Brazilian conference call
August 8th, 2014
10:00 a.m. (US EST)
Telephone for connection: +55 11 2188 0155
Code: Ultrapar
 
International conference call
August 8th, 2014
11:30 a.m. (US EST)
Participants in the USA: +1 877 317 6776
Participants in Brazil: 0800 891 0015
International participants: +1 412 317 6776
Code: Ultrapar
 
IR Contact
E-mail: invest@ultra.com.br
Telephone: + 55 11 3177 7014
Website: www.ultra.com.br
 
Ultrapar Participações S.A.
UGPA3 = R$ 52.60/share (06/30/14)
UGP = US$ 23.60/ADR (06/30/14)
 
 
 Main highlights in 2Q14:
 
ü ULTRAPAR’S NET REVENUES TOTAL R$ 17 BILLION IN 2Q14, 10% GROWTH OVER 2Q13
   
ü ULTRAPAR’S EBITDA REACHES R$ 751 MILLION IN 2Q14, UP 6% OVER 2Q13
   
ü NET EARNINGS REACH R$ 301 MILLION IN 2Q14, 6% GROWTH OVER 2Q13
   
ü DIVIDEND DISTRIBUTION OF R$ 390 MILLION FOR 1H14 APPROVED
   
ü ULTRAPAR IS RANKED FIRST IN “PRÊMIO DESTAQUE AGÊNCIA ESTADOAS THE MOST ATTRACTIVE COMPANY FOR INVESTORS IN 2013, COMPLETING 4 CONSECUTIVE YEARS AMONG THE TOP 10
   
 
“We are pleased to announce another quarter of positive earnings progression, completing eight consecutive years of quarterly EBITDA growth, even in an increasingly challenging economic environment. Such growth is a consequence of the strategy implemented, consistent investments in the strengthening and expansion of our businesses and of a corporate governance structure designed towards alignment of interests, which allow for consistent performance throughout different economic cycles. We have also continued the integration process with Extrafarma and its structuring for a more accelerated growth.”
 
Thilo Mannhardt – CEO
 
 
 
 
 
 
 
 
 
104

 

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 of Ipiranga, Oxiteno, Ultragaz, Ultracargo and Extrafarma is reported without elimination of intercompany transactions. Therefore, the sum of such information may not correspond to the consolidated information of Ultrapar. In addition, the financial and operational information presented in this document is subject to rounding off and, consequently, the total amounts presented in the tables and charts may differ from the direct sum of the amounts that precede them.
 
In September 2013, Ultrapar entered into an association agreement with Extrafarma, one of Brazil’s ten largest drugstore chains. The transaction was closed on January 31, 2014 upon the approval of the association by the Extraordinary General Meetings of Ultrapar and Extrafarma. Extrafarma’s results were consolidated in Ultrapar’s financial statements as from February 1, 2014. Consequently, Ultrapar’s financial statements for the periods prior to February 1, 2014 do not include Extrafarma’s results and its operational data included in this release refer, for the first quarter of 2014, exclusively to the months of February and March, and for the first half of 2014, only the months from February to June 2014. Aiming to provide a comparison basis for the analysis of the evolution of Extrafarma’s performance, we present its results for 1H13 including the months of February to June 2013. As a consequence of the closing of the transaction, 12,021,100 new common, nominative book-entry shares with no par value of Ultrapar were issued, which corresponded to R$ 141.9 million of capital increase and R$ 498.8 million of increase in capital reserve, totaling an increase in equity of R$ 640.7 million. In addition, Ultrapar issued subscription warrants that, if exercised, would lead to the issuance of up to 4,007,031 shares in the future, broken down into 801,409 shares related to subscription warrants – working capital and 3,205,622 shares related to subscription warrants – indemnification. On June 30, 2014, in a preliminary assessment of the working capital and indebtedness adjustments the company identified that the subscription warrants – working capital shall not be exercised by the former shareholders of Extrafarma. Accordingly, the company reversed full provision for the issuance of 801,409 shares related to subscription warrants – working capital, which corresponded to R$ 42.1 million at the closing date. The shares of the subscription warrants – indemnification may be exercised as from 2020 and corresponded to non-current liabilities of R$ 108.6 million as of the closing date. The provisory value of the association on June 30, 2014 was updated to R$ 749.3 million, subject to adjustments pursuant to the association agreement. For more information, see Note 3.a and Note 22 to our Interim Financial Information (ITR) for 2Q14.
 
EBITDA — Earnings Before Interest, Taxes, Depreciation and Amortization, and EBIT— Earnings Before Interest and Taxes, are presented in accordance with CVM Instruction No. 527, issued by CVM on October 4, 2012. The calculation of EBITDA starting from net earnings is presented below:
 
R$ million
2Q14
2Q13
1Q14
D (%)
2Q14v2Q13
D (%)
2Q14v1Q14
1H14
1H13
D (%)
1H14v1H13
Net earnings
301.4
283.7
249.3
6%
21%
550.7
530.2
4%
(+) Income and social contribution taxes
134.5
135.3
123.7
(1%)
9%
258.2
252.6
2%
(+) Financial expenses (income), net
98.6
94.2
114.8
5%
(14%)
213.3
154.8
38%
(+) Depreciation and amortization
216.4
192.8
214.3
12%
1%
430.7
382.2
13%
EBITDA
750.9
706.0
702.0
6%
7%
1,452.9
1,319.9
10%

 
105

 
 
Summary of 2nd quarter 2014

Ultrapar – Consolidated data
2Q14
2Q13
1Q14
D (%)
2Q14v2Q13
D (%)
2Q14v1Q14
1H14
1H13
D (%)
1H14v1H13
Net sales and services
16,667
15,204
15,947
10%
5%
32,614
28,804
13%
Gross profit
1,300
1,160
1,272
12%
2%
2,572
2,224
16%
Operating profit
538
513
490
5%
10%
1,028
940
9%
EBITDA
751
706
702
6%
7%
1,453
1,320
10%
Net earnings¹
301
284
249
6%
21%
551
530
4%
Earnings attributable to Ultrapar per share²
0.54
0.53
0.45
3%
20%
1.00
0.98
1%
Amounts in R$ million (except for EPS)
               

¹ Under IFRS, consolidated net earnings include net earnings attributable to non-controlling shareholders of the controlled companies.
2 Calculated based on the weighted average number of shares over the period, excluding shares held in treasury.
 
Ipiranga – Operational data
2Q14
2Q13
1Q14
D (%)
2Q14v2Q13
D (%)
2Q14v1Q14
1H14
1H13
D (%)
1H14v1H13
Total volume (000 m³)
6,292
6,128
6,067
3%
4%
12,360
11,703
6%
Diesel
3,337
3,366
3,133
(1%)
7%
6,471
6,309
3%
Gasoline, ethanol and NGV
2,866
2,668
2,854
7%
0%
5,719
5,213
10%
Other3
89
94
81
(5%)
10%
170
181
(6%)
3 Fuel oils, kerosene, lubricants and greases.
 
Oxiteno – Operational data
2Q14
2Q13
1Q14
D (%)
2Q14v2Q13
D (%)
2Q14v1Q14
1H14
1H13
D (%)
1H14v1H13
Total volume (000 tons)
190
207
191
(8%)
(0%)
381
405
(6%)
Product mix
               
  Specialty chemicals
167
177
164
(6%)
2%
332
340
(2%)
  Glycols
23
29
26
(22%)
(13%)
49
65
(24%)
Geographical mix
               
  Sales in Brazil
135
145
137
(7%)
(2%)
273
287
(5%)
  Sales outside Brazil
55
61
54
(10%)
3%
109
118
(8%)
 
Ultragaz – Operational data
2Q14
2Q13
1Q14
D (%)
2Q14v2Q13
D (%)
2Q14v1Q14
1H14
1H13
D (%)
1H14v1H13
Total volume (000 tons)
428
431
392
(1%)
9%
820
827
(1%)
Bottled
289
285
263
1%
10%
552
550
0%
Bulk
140
146
129
(4%)
8%
268
277
(3%)
 
Ultracargo - Operational data
2Q14
2Q13
1Q14
D (%)
2Q14v2Q13
D (%)
2Q14v1Q14
1H14
1H13
D (%)
1H14v1H13
Effective storage4 (000 m3)
728
730
722
(0%)
1%
725
676
7%
4 Monthly average.
 
 
106

 
 
Extrafarma - Operational data5
2Q14
2Q13
1Q14
D (%)
2Q14v2Q13
D (%)
2Q14v1Q14
1H14
1H13
D (%)
1H14v1H13
Gross revenues (R$ million)
308
267
190
15%
62%
498
426
17%
Number of drugstores (end of period)
203
180
200
13%
2%
203
180
13%
5 As highlighted in "Considerations on the financial and operational information", unless otherwise indicated, Extrafarma information for 1Q14 refers to the months of February and March of 2014 and for 1H14 and 1H13 refers to the months of February to June of each year.
 
Macroeconomic indicators
2Q14
2Q13
1Q14
D (%)
2Q14v2Q13
D (%)
2Q14v1Q14
1H14
1H13
D (%)
1H14v1H13
Average exchange rate (R$/US$)
2.23
2.07
2.36
8%
(6%)
2.30
2.03
13%
Brazilian interbank interest rate (CDI)
2.5%
1.8%
2.4%
   
5.0%
3.4%
 
Inflation in the period (IPCA)
1.5%
1.2%
2.2%
   
3.7%
3.1%
 

Highlights
 
ü
Dividend distribution of R$ 390 million approved – The Board of Directors of Ultrapar approved today a dividend payment of R$ 390 million, equivalent to R$ 0.71 per share, as an advance of the dividends for the fiscal year 2014, to be paid from August 22, 2014 onwards. This amount represents an annualized dividend yield of 3% on Ultrapar's average share price during the first half of 2014.

ü
Ultrapar receives important recognitions – Ultrapar was ranked first in the “Prêmio Destaque Agência Estado Empresas” as the most attractive company for investors in 2013. For the fourth consecutive year, Ultrapar ranks among the top 10 companies in this award, reinforcing Ultrapar’s consistent planning and execution of its strategy and the constant evolution of its corporate governance, aimed at the endurance of the company and its growth and at value creation. Ultrapar was also awarded as the best company in Investor Relations in the energy sector by “IR Magazine Awards Brazil 2014”. Additionally, Ipiranga was elected, for the fourth consecutive year, the best company in the Wholesale segment in Brazil in Exame magazine’s “Maiores e Melhores” publication.

ü
Integration of Extrafarma – We moved towards the final phase of the integration of Extrafarma and continued the structuring for a more accelerated growth. Among the steps implemented in integration and structuring since February, we highlight (i) the centralization in the corporate center of activities related to treasury, accounting, accounts payable, legal, insurance and audit, (ii) the implementation of EVA as an incentive and alignment mechanism, (iii) the establishment of a new organizational structure, with the creation of areas dedicated to the activities related to operations and expansion, allowing greater specialization and agility in the drugstore opening process, (iv) allocation of managers and analysts from Ultrapar and its businesses to Extrafarma, in order to strengthen its team and facilitate the process of functional and cultural integration, (v) the implementation of a program for the training and cultural integration for Extrafarma leaders, including store managers, (vi) advances on the detailing of the working plan to enable accelerated drugstore openings from late 2014 onwards and (vii) improvements on operational systems, resulting in better productivity and control.

 
107

 

Executive summary of the results
 
The macroeconomic environment worsened during 2Q14, with sharp adjustments in the growth outlook of the Brazilian economy in 2014, as shown in the evolution of the Central Bank’s Focus research. In addition, a calendar effect, with two working days less in 2Q14 compared to 2Q13 as a result of the Easter and another regional holidays, which in 2013 were in March and on a Sunday, respectively, contributed for an atypically lower demand for the company’s products and services in the quarter, with a reducing effect on volume growth estimated at 3%.
 
The Brazilian government continued to raise the base interest rate, increasing it from 10.75% at the end of the first quarter to 11.0% at the end of the second quarter of 2014, compared to 8.0% in June 2013. The Real appreciated 3% during 2Q14, closing the quarter at R$ 2.20/US$. However, the average Real in 2Q14 was 8% weaker than that in 2Q13. According to data from Anfavea, the number of light vehicles registered in 2Q14 totaled 0.8 million, a decrease when compared to the same period of last year. However, such decrease did not change the pace of growth in the average fleet seen in recent years. Sales in the retail pharmacy sector, according to data from members of Abrafarma, grew 11% in 2Q14 compared to 2Q13, continuing the growth seen in recent years.
 
In this economic and operational environment, Ultrapar reported consolidated EBITDA of R$ 751 million in 2Q14, up 6% over 2Q13.
 
At Ipiranga, sales volume in 2Q14 grew by 3% compared to 2Q13, driven mainly by the growth in the light vehicle fleet and by investments made in recent years in Ipiranga's network expansion (opening of new service stations and conversion of unbranded service stations) and related logistics infrastructure, which were partially offset by the lower number of working days in 2Q14. Ipiranga's EBITDA reached R$ 521 million, a 9% increase over 2Q13, mainly due to increased sales volume, to improved sales mix, with greater share of the reseller segment (sales at service stations), and to the strategy of constant innovation in services and convenience at the service station, generating greater customer satisfaction and loyalty, which were partially offset by increased expenses with advertising and marketing, mainly related to the 2014 World Cup.
 
At Oxiteno, the sales volume reached 190 thousand tons, 8% lower compared to 2Q13, mainly due to the effects of the slowdown of the economy on the sales volume in the Brazilian market and the reduction in the level of operations in Venezuela. Oxiteno’s EBITDA totaled R$ 98 million in 2Q14, down 8% compared to 2Q13, mainly due to lower sales volume.
 
In 2Q14, Ultragaz reported a reduction of 1% in sales volume compared to 2Q13, mainly due to the lower number of working days in 2Q14. Ultragaz's EBITDA in 2Q14 remained practically stable compared with that in 2Q13, with the lower sales volume, the planned requalification of an increased number of LPG bottles and the effects of inflation being offset by commercial and cost reduction initiatives. Excluding the estimated effect of R$ 9 million with the requalification of an increased number of LPG bottles, Ultragaz's EBITDA in 2Q14 would have grown by 12%.
 
At Ultracargo, the average storage remained stable compared to 2Q13, with the increased handling of oil derivatives being offset by the lower handling of chemicals. Ultracargo's EBITDA reached R$ 43 million in 2Q14, a 2% increase over 2Q13, mainly due to the improved mix of products handled, partially offset by increased maintenance expenses.
 
Extrafarma ended 2Q14 with 203 company-owned stores in the North and Northeast regions of Brazil, an increase of 23 stores compared to 2Q13. Extrafarma’s EBITDA in 2Q14 totaled R$ 14 million, or R$ 21 million excluding expenses with integration and structuring, a 5% growth compared to 2Q13. This growth is due to increased revenues, which were partially offset (i) by effects related to the 2014 World Cup and (ii) by the increased number of drugstores opened less than one year before June 30 and, therefore, still in the maturing process.
 
Net earnings for 2Q14 reached R$ 301 million, 6% higher than in 2Q13, due to the growth in EBITDA.
 
 
108

 
 
Ipiranga
 
Operational performance – Ipiranga's sales volume totaled 6,292 thousand cubic meters in 2Q14, 3% above 2Q13 volume. In 2Q14, sales volume of fuels for light vehicles (Otto cycle) increased by 7%, driven by the growth in the light vehicle fleet and investments made in Ipiranga's network expansion, partially offset by the lower number of working days compared to 2Q13. The volume of diesel decreased by 1% compared to 2Q13, mainly as a consequence of the lower number of working days in 2Q14, partially offset by investments in the network expansion, with a 3% growth in sales volume in the reseller segment. Compared to 1Q14, sales volume increased by 4%, mainly due to seasonality between periods. In 1H14, sales volume totaled 12,360 thousand cubic meters, a 6% growth over 1H13 volume.

Ipiranga – Sales volume (000 m³)
 
 
 
Net sales and services – Ipiranga's net sales and services reached R$ 14,473 million in 2Q14, up 9% over 2Q13, mainly as a result of (i) increased sales volume, (ii) the rise in diesel and gasoline costs by Petrobras in November 2013 and increased ethanol costs, and (iii) improved sales mix, resulting from investments in the expansion of the service station network, which enabled an increased share of fuels for light vehicles and of diesel sold through the reseller segment (sales at service stations). Compared to 1Q14, net sales and services increased by 4% as a result of seasonally higher volume. In 1H14, net sales and services amounted to R$ 28,395 million, up 13% over 1H13.
 
Cost of goods sold – Ipiranga's cost of goods sold totaled R$ 13,644 million in 2Q14, up 9% compared to 2Q13, mainly due to increased sales volume and cost increases (i) in diesel and gasoline in November 2013, and (ii) consequently, in ethanol. Compared to 1Q14, cost of goods sold increased by 4%, mainly due to seasonally higher volume. In 1H14, cost of goods sold totaled R$ 26,737 million, up 13% over 1H13.
 
Sales, general and administrative expenses – Ipiranga’s sales, general and administrative expenses totaled R$ 457 million in 2Q14, up 8% over 2Q13, mainly due to (i) increased expenses with advertising and marketing, related mainly to the 2014 World Cup, in the amount of R$ 12 million, (ii) the expansion of the distribution network, (iii) increased sales volume, and (iv) the effects of inflation on expenses. Compared to 1Q14, sales, general and administrative expenses decreased by 5%, mainly due to lower variable compensation, the annual resellers convention in February and variations of expenses with civil claims. In 1H14, sales, general and administrative expenses totaled R$ 940 million, up 10% over 1H13.
 
EBITDA Ipiranga reported EBITDA of R$ 521 million in 2Q14, a 9% increase over 2Q13, mainly due to (i) increased sales volume, (ii) an improved sales mix, with greater share of the reseller segment (sales at service stations), and (iii) the strategy of constant innovation in services and convenience at the service station, effects partially offset by increased expenses, especially with advertising and marketing, and lower volume growth as a result of the increased number of holidays in 2Q14. Compared to 1Q14, EBITDA increased by 5%, primarily due to seasonally higher sales volume. In 1H14, EBITDA totaled R$ 1,020 million, up 12% over 1H13.
 
 
109

 
 
Oxiteno
 
Operational performance – Total sales volume in the Brazilian market decreased by 7% (10 thousand tons) compared to 2Q13, with a 3% (4 thousand tons) lower volume of specialty chemicals, due to the lower sales volume in almost all segments served by Oxiteno. In the international market, sales volume decreased by 10% (6 thousand tons), mainly as a result of the reduction in the operating level in Venezuela since 1Q14, due to limitations in importing raw material in that country. With all these effects, Oxiteno's sales volume in 2Q14 totaled 190 thousand tons, a decrease of 8% (16 thousand tons) compared to 2Q13. Compared to 1Q14, specialty chemicals sales grew by 2% (3 thousand tons), offset by lower sales of glycols. Sales volume in 1H14 totaled 381 thousand tons, down 6% from 1H13.
 
Oxiteno – Sales volume (000 tons)
 
 
Net sales and services – Oxiteno’s net sales and services totaled R$ 813 million in 2Q14, 1% down from 2Q13, due to lower sales volume, offset by an 8% weaker Real. Compared to 1Q14, net sales and services decreased by 3%, mainly due to a 6% stronger Real. In 1H14, net sales and services totaled R$ 1,654 million, up 5% over 1H13.
 
Cost of goods sold – Oxiteno’s cost of goods sold in 2Q14 totaled R$ 633 million, in line with that of 2Q13, with the effect of an 8% weaker Real on variable costs and the startup of Oxiteno's operations in the United States being offset by lower sales volume and lower variable compensation. Compared to 1Q14, cost of goods sold remained stable, with the effect of the 6% stronger Real on variable costs being offset by the effects of 7% increase in unit variable costs in dollars. In 1H14, Oxiteno’s cost of goods sold totaled R$ 1,268 million, up 3% over 1H13.
 
Sales, general and administrative expenses – Oxiteno's sales, general and administrative expenses totaled R$ 117 million in 2Q14, down 1% from 2Q13, mainly due to (i) lower logistics expenses, mainly as a result of lower sales volume, and (ii) a decrease in variable compensation, which were partially offset by the impact of inflation on personnel expenses. Compared to 1Q14, sales, general and administrative expenses decreased by 9%, due to lower expenses with variable compensation. In 1H14, Oxiteno's sales, general and administrative expenses totaled R$ 246 million, up 10% over 1H13.
 
EBITDA Oxiteno reported EBITDA of R$ 98 million in 2Q14, 8% down from 2Q13, equivalent to US$ 232/ton, mainly due to lower sales volume in Brazil and the reduction in the operating level in Venezuela. Compared to 1Q14, EBITDA decreased by 9%, mainly due to (i) the appreciation of Real during 2Q14 and (ii) the effect of a 6% stronger average Real, partially offset by lower variable compensation expenses. In 1H14, EBITDA totaled R$ 207 million, up 10% over 1H13.
 
 
110

 
 
Ultragaz
 
Operational performance In 2Q14, Ultragaz's sales volume reached 428 thousand tons, down 1% from 2Q13, as a result of a reduction of 4% in bulk segment, mainly due to the lower number of working days in 2Q14 and the lower demand in the industrial segment. These effects were partially offset by investments made to capture new customers, especially by the 3% growth in the residential and small- and medium-sized companies segments, and by the 1% growth in the volume of bottled segment. Compared to 1Q14, sales volume grew 9%, mainly derived from the seasonality between the periods and high temperatures registered in the South and Southeast regions of Brazil in 1Q14. For the first half of 2014, Ultragaz accumulated 820 thousand tons in sales volume, down 1% compared to 1H13.
 
Ultragaz – Sales volume (000 tons)
 

Net sales and services – Ultragaz's net sales and services totaled R$ 1,011 million in 2Q14, a 1% growth over 2Q13, mainly due to commercial initiatives, including an improved sales mix, especially in the residential and small- and medium-sized companies segments. Compared to 1Q14, net sales and services increased by 9%, due to increased sales volume. In 1H14, net sales and services amounted to R$ 1,940 million, up 1% over 1H13.
 
Cost of goods sold – Ultragaz's cost of goods sold totaled R$ 865 million in 2Q14, up 1% over 2Q13, mainly as a result of the planned requalification of an increased number of LPG bottles, with an estimated effect of R$ 9 million. Compared to 1Q14, the cost of goods sold increased by 8%, mainly due to the seasonally higher volume. In 1H14, cost of goods sold totaled R$ 1,663 million, up 1% over 1H13.
 
Sales, general and administrative expenses – In 2Q14, Ultragaz's sales, general and administrative expenses totaled R$ 105 million, down 5% from 2Q13, mainly due to lower expenses with marketing and sales campaigns and initiatives to reduce expenses over the last year, partially offset by the effects of inflation on expenses. Compared to 1Q14, sales, general and administrative expenses decreased by 3%, mainly due to increased expenses with projects in 1Q14. In 1H14, sales, general and administrative expenses totaled R$ 212 million, up 2% over 1H13.
 
EBITDA In 2Q14, Ultragaz's EBITDA remained stable compared to 2Q13, due to the scheduled requalification of a large number of LPG bottles, the 1% decrease in sales volume and the inflation effects partially offset by commercial and expense reduction initiatives. Excluding the estimated effect of R$ 9 million with the requalification of an increased number of LPG bottles, Ultragaz's EBITDA in 2Q14 would have grown by 12%. Compared to 1Q14, EBITDA grew 20%, mainly derived from the increased sales volume, due to the typical seasonality between the quarters and high temperatures registered in the South and Southeast regions of Brazil in 1Q14. In 1H14, EBITDA totaled R$ 134 million, down 2% from 1H13.
 
 
111

 
 
Ultracargo
 
Operational performance – In 2Q14, Ultracargo's average storage remained stable compared to 2Q13, mainly as a result of the increased handling of (i) fuel oil for thermoelectric plants and (ii) fuels for vehicles, as a result of the growth in these segments, effects offset by lower handling of chemicals. Compared to 1Q14, average storage increased by 1%. In the first semester of 2014, average storage increased by 7% compared with 1H13.
 
Ultracargo – Average storage (000 m³)
 
 
Net sales and servicesUltracargo's net sales and services totaled R$ 88 million in 2Q14, up 2% over 2Q13, mainly due to the improved mix of products handled and contractual tariff adjustments. Compared to 1Q14, net sales and services increased by 3%, due to the growth in the average storage in its terminals in the respective periods and contractual tariff adjustments. In 1H14, net sales and services totaled R$ 173 million, up 7% over 1H13.
 
Cost of services provided – Ultracargo's cost of services provided in 2Q14 amounted to R$ 36 million, an 8% increase over 2Q13, mainly due to (i) increased maintenance costs, (ii) the effects of inflation on costs and (iii) increased depreciation, resulting from capacity expansions. Compared to 1Q14, cost of services provided increased by 2%, in line with the increased average storage in its terminals. In 1H14, cost of services provided totaled R$ 71 million, 9% higher than that in 1H13.
 
Sales, general and administrative expenses – Ultracargo's sales, general and administrative expenses totaled R$ 24 million in 2Q14, a 3% decrease compared to 2Q13, mainly due to non-recurring expenses with projects and customers in 2Q13. Compared to 1Q14, sales, general and administrative expenses increased by 7% mainly due to higher expenses with projects. In 1H14, sales, general and administrative expenses totaled R$ 47 million, up 3% over 1H13.
 
EBITDA – In a period of stable average storage, Ultracargo's EBITDA totaled R$ 43 million in 2Q14, up 2% over 2Q13, mainly due to the improved mix of products handled and contractual tariff adjustments, partially offset by increased maintenance expenses. Compared to 1Q14, EBITDA increased by 5%, mainly due to the increased average storage in its terminals. In 1H14, EBITDA totaled R$ 85 million, up 8% compared with 1H13.
 
 
112

 
 
Extrafarma
 
As highlighted in "Considerations on the financial and operational information", unless otherwise indicated, Extrafarma information for 1Q14 refers to the months of February and March of 2014 and for 1H14 and 1H13 refers to the months of February to June of each year.
 
Operational performance – Extrafarma ended 2Q14 with 203 drugstores in the North and Northeast regions of Brazil, an increase of 23 drugstores (13%) compared to the end of 2Q13. Due to the expansion of Extrafarma's drugstore network, at the end of 2Q14, 35% of the drugstores were under-36 months of operation, compared to 31% in 2Q13. However, total drugstores with less than one year of operation in 2Q14 was 14%, compared to 8% in 2Q13, as a result of the accelerated pace of drugstores openings during the last 12 months.

Extrafarma – number and maturation profile of drugstores
 
 
Gross revenues – Extrafarma's gross revenues totaled R$ 308 million in 2Q14, an increase of 15% compared to 2Q13, mainly due to the increase of 15% in gross revenues of the retail segment, which totaled R$ 262 million. The growth in gross revenues of the retail segment is mainly derived from the increased average number of drugstores. The 6.4% increase in same store sales was partially reduced by effects related to the 2014 World Cup. During 2Q14, gross revenues of the wholesale segment increased by 14% compared to 2Q13. Compared to 1Q14, gross revenues increased by 62%, due to the 2-month comparison base (February and March only) in 1Q14. In 1H14, gross revenues totaled R$ 498 million, up 17% over 1H13.
 
Cost of goods sold and gross profit – Extrafarma's cost of goods sold totaled R$ 202 million in 2Q14, up 16% over 2Q13, mainly as a result of increased sales and the annual adjustment in the prices of medicines, set by the Chamber for the Regulation of Medical Pharmaceuticals Market (CMED). In 2Q14, gross profit reached R$ 91 million, up 14% over 2Q13, mainly due to the growth in gross revenues in the retail segment. Compared to 1Q14, cost of goods sold and gross profit increased by 63% and by 59%, respectively, due to the 2-month comparison base (February and March only) in 1Q14. In 1H14, cost of goods sold totaled R$ 325 million, up 17% over 1H13, while gross profit increased by 18%, amounting to R$ 149 million.
 
Sales, general and administrative expenses – Extrafarma's sales, general and administrative expenses totaled R$ 81 million in 2Q14, a 30% increase over 2Q13, mainly due to (i) the 14% increase in the average number of drugstores, (ii) above-inflation increases on unit personnel expenses and (iii) expenses with the integration with Ultrapar and the structuring of Extrafarma for a more accelerated growth in the amount of R$ 6 million in 2Q14. Compared to 1Q14, sales, general and administrative expenses increased by 67%, due to the 2-month comparison base (February and March only) in 1Q14. In 1H14, sales, general and administrative expenses totaled R$ 130 million, up 33% over 1H13.
 
EBITDA – In 2Q14, Extrafarma's EBITDA totaled R$ 14 million, or R$ 21 million excluding the expenses with integration and structuring, a 5% increase over 2Q13, mainly due to revenues growth, partially offset by (i) effects related to the 2014 World Cup and (ii) greater number of drugstores opened less than one year ago and, therefore, still in the maturing process. Excluding expenses with integration and structuring, EBITDA margin in 2Q14 was 6.7%, 0.6 p.p. below the EBITDA margin in 2Q13, mainly due to the increased share of drugstores opened less than one year ago. Compared to 1Q14, EBITDA increased by 37%, due to the 2-month comparison base (February and March only) in 1Q14. In 1H14, EBITDA totaled R$ 25 million, down 20% over 1H13, or a 9% increase excluding the expenses with integration and structuring.

 
113

 
 
Ultrapar
 
Net sales and services – In 2Q14, Ultrapar's consolidated net sales and services grew by 10% compared to 2Q13, reaching R$ 16,667 million, due to the revenues growth in Ipiranga, Ultragaz and Ultracargo and the consolidation of revenues of Extrafarma as from February 2014. Compared to 1Q14, net sales and services increased by 5%, mainly due to the seasonality between periods. In 1H14, net sales and services increased by 13% compared to 1H13, totaling R$ 32,614 million.
 
EBITDA – In a quarter with a lower number of working days and slowdown of economic indicators, Ultrapar's consolidated EBITDA totaled R$ 751 million in 2Q14, up 6% over 2Q13, due to the EBITDA growth in Ipiranga and Ultracargo and the consolidation of Extrafarma's EBITDA as from February 2014. Ultragaz's EBITDA remained stable due to the planned requalification of an increased number of LPG bottles, and Oxiteno's EBITDA decreased by 8%, as a result of the lower volume sold in Brazil and the reduction of the operating level in Venezuela since 1Q14, due to limitations in importing raw material. Compared to 1Q14, Ultrapar’s EBITDA increased by 7%, mainly due to the seasonality between periods. In 1H14, Ultrapar's EBITDA totaled R$ 1,453 million, up 10% compared to 1H13.
 

EBITDA (R$ million)
 
 
Depreciation and amortization – Total depreciation and amortization costs and expenses in 2Q14 amounted to R$ 216 million, a 12% increase over 2Q13, as a result of investments made during the last 12 months, mainly in Ipiranga, and the consolidation of Extrafarma as from February 2014. Compared to 1Q14, total depreciation and amortization costs and expenses increased by 1%. In 1H14, total depreciation and amortization costs and expenses amounted to R$ 431 million, up 13% over 1H13.
 
Financial results – Ultrapar's net debt at the end of June 2014 was R$ 4.1 billion (1.3 times LTM EBITDA), compared to R$ 3.6 billion in June 2013 (1.4 times LTM EBITDA). Ultrapar reported R$ 99 million of net financial expenses in 2Q14, R$ 4 million higher than that in 2Q13, mainly due to increased net debt in 2Q14 and the 3.0 p.p. rise in the base interest rate between June 2014 and June 2013. Compared to 1Q14, net financial expenses decreased by R$ 16 million, mainly due to the effects of exchange rate fluctuations in 1Q14, especially related to changes in Venezuela's currency exchange system. In 1H14, Ultrapar reported net financial expenses of R$ 213 million, R$ 58 million higher than that in 1H13.
 
Net earnings – Ultrapar's consolidated net earnings in 2Q14 amounted to R$ 301 million, up 6% and 21% over 2Q13 and 1Q14, respectively, mainly due to the EBITDA growth between the periods and the decrease in financial expenses compared to 1Q14. In 1H14, Ultrapar reported net earnings of R$ 551 million, up 4% over 1H13.
 
 
114

 
 
Investments  Total investments, net of disposals and repayments, amounted to R$ 222 million in 2Q14, allocated as follows:
 
 
·
At Ipiranga, R$ 146 million were invested mainly in the expansion and maintenance of the service stations and franchises network and logistics infrastructure.

 
·
At Oxiteno, R$ 30 million were invested mainly in the maintenance of its production units and production capacity expansion in Mexico.

 
·
At Ultragaz, R$ 57 million were invested mainly in new clients in the bulk segment and renewal of LPG bottles.

 
·
Ultracargo invested R$ 10 million mainly in the maintenance of its terminals.

 
·
At Extrafarma, R$ 6 million were invested mainly in the opening of new drugstores and IT systems.

 
R$ million
2Q14
2014
  Total investments, net of disposals and repayments
(R$ million)
 
Additions to fixed and intangible assets
     
     Ipiranga
146
220
 
     Oxiteno
30
50
 
     Ultragaz
57
82
 
     Ultracargo
10
12
 
     Extrafarma
6
9
 
Total - additions to fixed and intangible assets¹
259
388
 
Financing to clients² – Ipiranga
0
(15)
 
Acquisition (disposal) of equity interest3
4
13
 
Association with Extrafarma4
(42)
749
 
Total investments, net of disposals and repayments
222
1,136
 
¹ Includes the consolidation of corporate IT services
² Financing to clients is included as working capital in the Cash Flow Statement
3 Capital invested in ConectCar
4 Not included in the Cash Flow Statement. For further information, see note 3.a and note 22 of the quarterly financial statements of 2Q14.

 
115

 


Ultrapar in capital markets

Ultrapar’s average daily trading volume in 2Q14 was R$ 81 million, 12% higher than the daily average of R$ 72 million in 2Q13, considering the combined trading volumes on the BM&FBOVESPA and the NYSE. Ultrapar’s share price closed 2Q14 quoted at R$ 52.60/share on the BM&FBOVESPA, with an accumulated depreciation of 4% in the quarter, while the Ibovespa index appreciated by 5%. At the NYSE, Ultrapar’s shares depreciated by 2% in 2Q14, while the Dow Jones index appreciated by 2%. Ultrapar closed 2Q14 with a market value of R$ 29 billion, up 1% over 2Q13.
 
Performance of UGPA3 vs. Ibovespa - 2Q14
(Base 100)
Average daily trading volume
(R$ million)
   

 
116

 
 
Outlook

We will continue to pursue the growth of the company's results and profitability, based on the consistent planning and execution of our strategy, on investments in expanding the operating scale and in the differentiation of products and services and on the resilient nature of our businesses. Ipiranga will continue to invest in the expansion of its service station network and its related logistics infrastructure, focused on the North, Northeast and Midwest regions of Brazil, and will continue to leverage the benefits from the resilient growing consumption of fuels in Brazil. Additionally, the company will proceed with its differentiation initiatives, based on increasing the offer of products, services and convenience, to further increase customer loyalty and expand the number of clients. Oxiteno will keep the focus on innovation, through the development of new products, and on maturing process of investments made to expand capacity of production in Brazil, in a more challenging exchange rate scenario due to the Real appreciation in the last few months. At Ultragaz, we will keep the focus on obtaining the benefits from the investments in capturing new customers and on managing costs and expenses constantly. Ultracargo will remain focused on capturing the benefits generated by the expansion of existing terminals and will keep attentive to opportunities from the growing demand for liquid bulk storage in Brazil, mainly as a result of the growing consumption of fuels for vehicles. At Extrafarma, we will focus on structuring the company for a more accelerated expansion, which should be developed more intensively from late 2014 onwards.

 
117

 
 
Forthcoming events

Conference call / Webcast: August 8, 2014

Ultrapar will be holding a conference call for analysts on August 6, 2014 to comment on the company's performance in the second quarter of 2014 and outlook. The presentation will be available for download on the company's website 30 minutes prior to the conference call.

Brazilian: 10:00 a.m. (US EST)
Telephone for connection: +55 11 2188 0155
Code: Ultrapar

International: 11:30 a.m. (US EST)
Participants in the US: +1 877 317 6776
Participants in Brazil: 0800 891 0015
Participants in other countries: +1 412 317 6776
Code: Ultrapar

WEBCAST live via Internet at www.ultra.com.br. Please connect 15 minutes in advance.

      
This document may contain forecasts of future events. Such predictions merely reflect the expectations of the Company's management. Words such as: "believe", "expect", "plan", "strategy", "prospects", "envisage", "estimate", "forecast", "anticipate", "may" and other words with similar meaning are intended as preliminary declarations regarding expectations and future forecasts. Such declarations are subject to risks and uncertainties, anticipated by the Company or otherwise, which could mean that the reported results turn out to be significantly different from those forecasts. Therefore, the reader should not base investment decisions solely on these estimates.

 
118

 
 
Operational and market information
 
Financial focus
2Q14
2Q13
1Q14
1H14
1H13
EBITDA margin Ultrapar
4.5%
4.6%
4.4%
4.5%
4.6%
Net margin Ultrapar
1.8%
1.9%
1.6%
1.7%
1.8%
Focus on human resources
2Q14
2Q13
1Q14
1H14
1H13
Number of employees – Ultrapar
13,449
9,287
13,325
13,449
9,287
Number of employees – Ipiranga
2,712
2,640
2,683
2,712
2,640
Number of employees – Oxiteno
1,828
1,814
1,827
1,828
1,814
Number of employees – Ultragaz
3,632
3,816
3,652
3,632
3,816
Number of employees – Ultracargo
619
602
617
619
602
Number of employees – Extrafarma
4,225
-
4,120
4,225
-
Focus on capital markets
2Q14
2Q13
1Q14
1H14
1H13
Number of shares (000)
556,405
544,384
556,405
556,405
544,384
Market capitalization1 – R$ million
30,627
28,727
29,365
29,969
27,753
BM&FBOVESPA
2Q14
2Q13
1Q14
1H14
1H13
Average daily volume (shares)
1,158,987
961,243
1,245,149
1,202,424
991,067
Average daily volume (R$ 000)
63,763
50,767
65,727
64,753
50,519
Average share price (R$/share)
55.0
52.8
52.8
53.9
51.0
NYSE
2Q14
2Q13
1Q14
1H14
1H13
Quantity of ADRs2 (000 ADRs)
33,042
34,015
33,815
33,042
34,015
Average daily volume (ADRs)
307,790
400,382
344,905
325,887
388,163
Average daily volume (US$ 000)
7,611
10,189
7,713
7,661
9,731
Average share price (US$/ADR)
24.7
25.4
22.4
23.5
25.1
Total
2Q14
2Q13
1Q14
1H14
1H13
Average daily volume (shares)
1,466,777
1,361,624
1,590,054
1,528,311
1,379,231
Average daily volume (R$ 000)
80,737
71,852
83,916
82,319
70,313

 
     

All financial information is presented according to the accounting principles laid down in the Brazilian Corporate Law. All figures are expressed in Brazilian Reais, except for Oxiteno’s margins on page 21, which are expressed in US dollars and were obtained using the average exchange rate (commercial dollar rate) for the corresponding periods.

For additional information, please contact:
 
Investor Relations - Ultrapar Participações S.A.
+55 11 3177 7014
invest@ultra.com.br 
www.ultra.com.br
 
1 Calculated based on the weighted average price in the period.
2 1 ADR = 1 common share.

 
119

 

ULTRAPAR
 
CONSOLIDATED BALANCE SHEET
 
In millions of Reais
 
       
   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2014
   
2013
   
2014
 
                   
ASSETS
                 
                   
Cash, cash equivalents and financial investments
    3,350.0       3,084.7       3,184.3  
Trade accounts receivable
    2,374.8       2,483.5       2,450.4  
Inventories
    1,980.2       1,396.6       2,007.9  
Taxes
    527.7       401.1       494.7  
Other
    126.7       129.8       138.4  
Total Current Assets
    8,359.3       7,495.7       8,275.7  
                         
Investments
    65.4       52.6       65.4  
Property, plant and equipment and intangibles
    7,827.5       6,663.8       7,834.7  
Financial investments
    70.0       104.5       109.9  
Trade accounts receivable
    128.4       130.5       125.2  
Deferred income tax
    401.8       430.6       414.8  
Escrow deposits
    671.4       557.9       639.5  
Other
    175.4       150.7       171.7  
Total Non-Current Assets
    9,340.0       8,090.7       9,361.1  
                         
TOTAL ASSETS
    17,699.4       15,586.3       17,636.8  
                         
LIABILITIES
                       
                         
Loans, financing and debentures
    2,409.1       1,744.6       1,778.9  
Suppliers
    874.0       986.3       975.5  
Payroll and related charges
    240.9       207.9       226.3  
Taxes
    205.0       175.5       215.9  
Other
    170.9       108.1       219.6  
Total Current Liabilities
    3,899.9       3,222.2       3,416.2  
                         
Loans, financing and debentures
    5,105.2       5,034.5       5,830.5  
Provision for contingencies
    647.0       562.7       633.8  
Post-retirement benefits
    107.0       125.5       103.2  
Other
    344.6       260.6       361.2  
Total Non-Current Liabilities
    6,203.8       5,983.3       6,928.7  
                         
TOTAL LIABILITIES
    10,103.7       9,205.5       10,344.9  
                         
STOCKHOLDERS' EQUITY
                       
                         
Capital
    3,838.7       3,696.8       3,838.7  
Reserves
    3,238.7       2,248.4       3,238.8  
Treasury shares
    (111.5 )     (114.9 )     (111.5 )
Others
    603.4       526.1       296.7  
Non-controlling interest
    26.4       24.4       29.2  
Total shareholders’ equity
    7,595.7       6,380.8       7,291.9  
                         
TOTAL LIAB. AND STOCKHOLDERS' EQUITY
    17,699.4       15,586.3       17,636.8  
                         
                         
Cash and financial investments
    3,419.9       3,189.2       3,294.2  
Debt
    (7,514.4 )     (6,779.1 )     (7,609.4 )
Net cash (debt)
    (4,094.5 )     (3,589.9 )     (4,315.2 )

 
120

 
 
ULTRAPAR
 
CONSOLIDATED INCOME STATEMENT
 
In millions of Reais (except per share data)
 
             
   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2014
   
2013
   
2014
   
2014
   
2013
 
                               
                               
Net sales and services
    16,667.2       15,204.1       15,946.9       32,614.1       28,804.1  
                                         
Cost of sales and services
    (15,367.4 )     (14,043.7 )     (14,674.9 )     (30,042.3 )     (26,580.1 )
                                         
Gross profit
    1,299.8       1,160.4       1,272.0       2,571.8       2,224.0  
                                         
Operating expenses
                                       
Selling
    (522.8 )     (434.0 )     (504.8 )     (1,027.6 )     (848.6 )
General and administrative
    (260.8 )     (241.9 )     (303.9 )     (564.7 )     (485.6 )
                                         
Other operating income (expenses), net
    21.6       19.5       20.0       41.6       35.2  
Income from sale of assets
    (0.3 )     9.2       7.0       6.7       14.7  
                                         
Operating income
    537.5       513.3       490.3       1,027.8       939.7  
                                         
Financial results
                                       
Financial income
    80.8       47.5       90.4       171.3       100.4  
Financial expenses
    (179.4 )     (141.7 )     (205.2 )     (384.6 )     (255.3 )
Equity in earnings (losses) of affiliates
    (3.1 )     (0.1 )     (2.6 )     (5.6 )     (2.0 )
                                         
Income before income and social contribution taxes
    435.9       419.0       373.0       808.8       782.9  
                                         
Provision for income and social contribution taxes
                                       
Current
    (153.7 )     (125.1 )     (152.9 )     (306.6 )     (244.7 )
Deferred
    (0.3 )     (22.2 )     15.8       15.5       (30.1 )
Benefit of tax holidays
    19.6       12.0       13.4       33.0       22.1  
                                         
Net Income
    301.4       283.7       249.3       550.7       530.2  
                                         
Net income attributable to:
                                       
Shareholders of Ultrapar
    299.1       282.1       246.9       546.0       526.9  
Non-controlling shareholders of the subsidiaries
    2.3       1.6       2.4       4.7       3.3  
                                         
EBITDA
    750.9       706.0       702.0       1,452.9       1,319.9  
                                         
Depreciation and amortization
    216.4       192.8       214.3       430.7       382.2  
Total investments, net of disposals and repayments¹
    263.9       243.9       122.9       386.8       368.4  
                                         
RATIOS
                                       
                                         
Earnings per share - R$
    0.54       0.53       0.45       1.00       0.98  
Net debt / Stockholders' equity
    0.54       0.56       0.59       0.54       0.56  
Net debt / LTM EBITDA
    1.34       1.35       1.44       1.34       1.35  
Net interest expense / EBITDA
    0.13       0.13       0.16       0.15       0.12  
Gross margin
    7.8%       7.6%       8.0%       7.9%       7.7%  
Operating margin
    3.2%       3.4%       3.1%       3.2%       3.3%  
EBITDA margin
    4.5%       4.6%       4.4%       4.5%       4.6%  
                                         
1Does not include association with Extrafarma
                                       
 
 
121

 
 
ULTRAPAR
 
CONSOLIDATED CASH FLOW STATEMENT
 
In millions of Reais
 
             
             
   
JAN - JUN
 
   
2014
   
2013
 
             
             
Cash Flows from (used in) operating activities
    586.9       514.8  
Net income
    550.7       530.2  
Depreciation and amortization
    430.7       382.2  
Working capital
    (426.9 )     (515.4 )
Financial expenses (A)
    286.0       246.9  
Deferred income and social contribution taxes
    (15.5 )     30.1  
Income from sale of assets
    (6.7 )     (14.7 )
Cash paid for income and social contribution taxes
    (212.3 )     (152.1 )
Other (B)
    (19.0 )     7.7  
                 
Cash Flows from (used in) investing activities
    (401.6 )     (394.9 )
Additions to fixed and intangible assets, net of disposals
    (388.1 )     (376.2 )
Acquisition and sale of equity investments
    (13.5 )     (18.7 )
                 
Cash Flows from (used in) financing activities
    (318.2 )     (62.5 )
Debt raising
    1,071.7       1,110.8  
Amortization of debt
    (524.8 )     (355.5 )
Interest paid
    (465.4 )     (456.9 )
Payment of financial lease
    (2.7 )     (2.2 )
Related parties
    (0.0 )     -  
Dividends paid (C)
    (394.8 )     (358.6 )
Other (D)
    (2.3 )     -  
                 
Net increase (decrease) in cash and cash equivalents
    (132.9 )     57.4  
                 
Cash from subsidiaries acquired
    9.1       -  
                 
Cash and cash equivalents at the beginning of the period (E)
    3,543.7       3,131.8  
                 
Cash and cash equivalents at the end of the period (E)
    3,419.9       3,189.2  
                 
Supplemental disclosure of cash flow information
               
Extrafarma - capital increase with the merger of shares and subscription warrants (F)
    749.3       -  
Extrafarma - gross debt assumed at the closing (F)
    207.9       -  

(A)
Comprised of interest and exchange rate and inflationary variation expenses on loans and financing. Does not include revenues from interest and exchange rate and inflationary variation on cash equivalents.
(B)
Comprised mainly of noncurrent assets and liabilities variations net.
(C)
Includes dividends paid by Ultrapar and its subsidiaries to third parties.
(D)
Corresponds to the transaction cost for the issuance of shares in 2014.
(E)
Includes cash, cash equivalents and short and long term financial investments.
(F)
As a result of the association with Extrafarma. For more information, see Note 3.a and Note 22 to our Interim Financial Information for 2Q14.

 
122

 
 
IPIRANGA
 
CONSOLIDATED INVESTED CAPITAL
 
In millions of Reais
 
       
   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2014
   
2013
   
2014
 
                   
OPERATING ASSETS
                 
Trade accounts receivable
    1,652.4       1,792.9       1,727.9  
Trade accounts receivable - noncurrent portion
    100.3       104.6       97.3  
Inventories
    1,167.5       916.4       1,194.6  
Taxes
    227.9       131.1       208.2  
Other
    258.9       232.0       264.5  
Property, plant and equipment, intangibles and investments
    3,333.4       3,044.7       3,317.6  
                         
TOTAL OPERATING ASSETS
    6,740.4       6,221.6       6,810.1  
                         
OPERATING LIABILITIES
                       
Suppliers
    582.7       761.3       666.4  
Payroll and related charges
    71.3       66.8       58.5  
Post-retirement benefits
    97.9       111.9       94.8  
Taxes
    70.9       71.4       80.4  
Provision for contingencies
    139.5       176.1       159.7  
Other accounts payable
    160.2       137.0       158.1  
                         
TOTAL OPERATING LIABILITIES
    1,122.6       1,324.5       1,217.9  

 
IPIRANGA
 
CONSOLIDATED INCOME STATEMENT
 
In millions of Reais
 
             
   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2014
   
2013
   
2014
   
2014
   
2013
 
                               
                               
Net sales
    14,473.4       13,300.7       13,921.7       28,395.0       25,159.4  
                                         
Cost of sales and services
    (13,643.8 )     (12,535.4 )     (13,093.2 )     (26,737.0 )     (23,660.9 )
                                         
Gross profit
    829.6       765.2       828.4       1,658.0       1,498.5  
                                         
Operating expenses
                                       
Selling
    (324.1 )     (289.1 )     (327.2 )     (651.3 )     (579.7 )
General and administrative
    (133.2 )     (134.1 )     (155.2 )     (288.4 )     (277.6 )
                                         
Other operating income (expenses), net
    17.9       17.6       17.8       35.7       32.6  
Income from sale of assets
    1.5       9.1       4.2       5.6       17.0  
                                         
Operating income
    391.6       368.7       368.0       759.7       690.7  
                                         
Equity in earnings (losses) of affiliates
    0.5       0.2       0.1       0.6       0.5  
                                         
EBITDA
    521.2       479.6       498.7       1,019.8       911.7  
                                         
Depreciation and amortization
    129.0       110.6       130.5       259.5       220.5  
                                         
RATIOS
                                       
                                         
Gross margin (R$/m3)
    132       125       137       134       128  
Operating margin (R$/m3)
    62       60       61       61       59  
EBITDA margin (R$/m3)
    83       78       82       83       78  
EBITDA margin (%)
    3.6 %     3.6 %     3.6 %     3.6 %     3.6 %

 
123

 
 
OXITENO
 
CONSOLIDATED INVESTED CAPITAL
 
In millions of Reais
 
       
   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2014
   
2013
   
2014
 
                   
OPERATING ASSETS
                 
Trade accounts receivable
    410.4       461.4       429.5  
Inventories
    566.8       426.2       548.7  
Taxes
    116.0       124.7       115.6  
Other
    106.8       100.4       106.7  
Property, plant and equipment, intangibles and investments
    1,649.8       1,654.5       1,660.5  
                         
TOTAL OPERATING ASSETS
    2,849.7       2,767.2       2,861.0  
                         
OPERATING LIABILITIES
                       
Suppliers
    150.0       159.6       137.1  
Payroll and related charges
    60.4       57.4       71.5  
Taxes
    26.5       30.4       25.9  
Provision for contingencies
    91.3       77.3       89.7  
Other accounts payable
    17.8       23.3       18.7  
                         
TOTAL OPERATING LIABILITIES
    345.9       348.0       342.9  
 
OXITENO
 
CONSOLIDATED INCOME STATEMENT
 
In millions of Reais
 
             
   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2014
   
2013
   
2014
   
2014
   
2013
 
                               
                               
Net sales
    813.4       821.5       840.3       1,653.6       1,576.0  
                                         
Cost of goods sold
                                       
Variable
    (534.0 )     (532.5 )     (528.9 )     (1,062.9 )     (1,042.8 )
Fixed
    (67.8 )     (66.5 )     (77.0 )     (144.9 )     (127.0 )
Depreciation and amortization
    (31.1 )     (30.9 )     (29.5 )     (60.7 )     (60.2 )
                                         
Gross profit
    180.5       191.6       204.8       385.3       346.0  
                                         
Operating expenses
                                       
Selling
    (58.2 )     (60.7 )     (61.3 )     (119.6 )     (113.7 )
General and administrative
    (58.6 )     (57.5 )     (67.5 )     (126.1 )     (110.7 )
                                         
Other operating income (expenses), net
    (0.0 )     (0.3 )     (0.3 )     (0.3 )     (0.2 )
Income from sale of assets
    0.1       0.1       0.0       0.1       (0.0 )
                                         
Operating income
    63.7       73.2       75.7       139.4       121.4  
                                         
Equity in earnings (losses) of affiliates
    0.2       (0.1 )     0.1       0.3       (0.0 )
                                         
EBITDA
    98.5       107.1       108.7       207.2       187.6  
                                         
Depreciation and amortization
    34.6       34.0       32.9       67.5       66.3  
                                         
RATIOS
                                       
                                         
Gross margin (R$/ton)
    948       927       1,073       1,011       855  
Gross margin (US$/ton)
    425       448       454       440       421  
Operating margin (R$/ton)
    335       354       396       366       300  
Operating margin (US$/ton)
    150       171       168       159       148  
EBITDA margin (R$/ton)
    517       518       569       543       464  
EBITDA margin (US$/ton)
    232       250       241       237       228  

 
124

 
 
ULTRAGAZ
 
CONSOLIDATED INVESTED CAPITAL
 
In millions of Reais
 
       
   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2014
   
2013
   
2014
 
                   
                   
OPERATING ASSETS
                 
Trade accounts receivable
    182.3       201.5       178.6  
Trade accounts receivable - noncurrent portion
    27.8       25.2       27.7  
Inventories
    59.0       51.9       48.9  
Taxes
    41.2       32.5       37.4  
Escrow deposits
    175.2       137.5       169.4  
Other
    40.6       43.3       36.5  
Property, plant and equipment, intangibles and investments
    754.5       731.8       733.8  
                         
TOTAL OPERATING ASSETS
    1,280.5       1,223.7       1,232.2  
                         
OPERATING LIABILITIES
                       
Suppliers
    40.9       53.0       32.9  
Payroll and related charges
    74.4       71.3       60.4  
Taxes
    5.6       5.7       5.3  
Provision for contingencies
    86.4       78.9       85.3  
Other accounts payable
    25.9       20.1       23.0  
                         
TOTAL OPERATING LIABILITIES
    233.2       229.0       206.9  
 
ULTRAGAZ
 
CONSOLIDATED INCOME STATEMENT
 
In millions of Reais
 
             
   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2014
   
2013
   
2014
   
2014
   
2013
 
                               
                               
Net sales
    1,011.2       1,005.1       929.2       1,940.4       1,925.2  
                                         
Cost of sales and services
    (865.0 )     (854.3 )     (798.4 )     (1,663.4 )     (1,642.8 )
                                         
Gross profit
    146.3       150.8       130.8       277.1       282.4  
                                         
Operating expenses
                                       
Selling
    (70.6 )     (78.2 )     (73.2 )     (143.7 )     (145.2 )
General and administrative
    (34.2 )     (32.3 )     (34.5 )     (68.7 )     (63.8 )
                                         
Other operating income (expenses), net
    (0.0 )     (0.2 )     1.0       1.0       (0.5 )
Income from sale of assets
    (2.0 )     0.0       3.4       1.4       (2.2 )
                                         
Operating income
    39.4       40.1       27.6       67.1       70.8  
                                         
Equity in earnings (losses) of affiliates
    (0.0 )     (0.0 )     -       (0.0 )     0.0  
                                         
EBITDA
    73.4       73.6       61.0       134.4       137.1  
                                         
Depreciation and amortization
    34.0       33.5       33.3       67.3       66.3  
                                         
                                         
RATIOS
                                       
                                         
Gross margin (R$/ton)
    341       350       334       338       341  
Operating margin (R$/ton)
    92       93       70       82       86  
EBITDA margin (R$/ton)
    171       171       156       164       166  

 
125

 
 
ULTRACARGO
 
CONSOLIDATED INVESTED CAPITAL
 
In millions of Reais
 
       
   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2014
   
2013
   
2014
 
                   
OPERATING ASSETS
                 
Trade accounts receivable
    31.0       27.9       25.2  
Inventories
    1.8       2.1       1.9  
Taxes
    10.4       11.1       10.6  
Other
    19.7       20.5       21.6  
Property, plant and equipment, intangibles and investments
    934.5       954.9       938.3  
                         
TOTAL OPERATING ASSETS
    997.5       1,016.6       997.6  
                         
OPERATING LIABILITIES
                       
Suppliers
    9.6       9.5       8.9  
Payroll and related charges
    13.2       12.2       16.5  
Taxes
    5.5       4.8       4.4  
Provision for contingencies
    11.1       10.9       10.5  
Other accounts payable¹
    43.8       47.4       48.5  
                         
TOTAL OPERATING LIABILITIES
    83.2       84.8       88.8  

¹ Includes the long term obligations with clients account and the extra amount related to the acquisition of Temmar, in the port of Itaqui
 
ULTRACARGO
 
CONSOLIDATED INCOME STATEMENT
 
In millions of Reais
 
             
   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2014
   
2013
   
2014
   
2014
   
2013
 
                               
                               
Net sales
    87.7       85.7       85.5       173.3       161.4  
                                         
Cost of sales and services
    (35.6 )     (33.0 )     (34.9 )     (70.5 )     (64.5 )
                                         
Gross profit
    52.1       52.7       50.6       102.7       96.9  
                                         
Operating expenses
                                       
Selling
    (4.0 )     (6.0 )     (4.0 )     (7.9 )     (10.0 )
General and administrative
    (20.3 )     (19.1 )     (18.8 )     (39.2 )     (35.9 )
                                         
Other operating income (expenses), net
    2.8       2.3       1.6       4.4       3.4  
Income from sale of assets
    0.0       0.0       (0.6 )     (0.6 )     (0.1 )
                                         
Operating income
    30.7       30.0       28.8       59.4       54.3  
                                         
Equity in earnings (losses) of affiliates
    0.3       0.5       0.3       0.5       0.7  
                                         
EBITDA
    43.3       42.3       41.3       84.6       78.2  
                                         
Depreciation and amortization
    12.3       11.8       12.3       24.6       23.2  
                                         
RATIOS
                                       
                                         
Gross margin
    59 %     62 %     59 %     59 %     60 %
Operating margin
    35 %     35 %     34 %     34 %     34 %
EBITDA margin
    49 %     49 %     48 %     49 %     48 %

 
126

 
 
EXTRAFARMA
 
CONSOLIDATED INVESTED CAPITAL
 
In millions of Reais
 
       
   
QUARTERS ENDED IN
 
   
JUN
   
JAN1
   
MAR¹
 
   
2014
   
2014
   
2014
 
                   
OPERATING ASSETS
                 
Trade accounts receivable
    101.3       74.8       91.9  
Inventories
    185.2       174.5       213.9  
Taxes
    29.0       22.8       11.7  
Other
    9.1       9.8       7.1  
Property, plant and equipment, intangibles and investments
    64.5       52.2       61.7  
                         
TOTAL OPERATING ASSETS
    389.2       334.1       386.4  
                         
OPERATING LIABILITIES
                       
Suppliers
    91.8       112.6       133.5  
Payroll and related charges
    21.3       24.1       19.3  
Taxes
    8.7       1.8       3.6  
Provision for contingencies
    46.3       9.6       45.5  
Other accounts payable¹
    22.1       15.5       16.9  
                         
TOTAL OPERATING LIABILITIES
    190.2       163.6       218.8  

¹Opening balance sheet
 
EXTRAFARMA
 
CONSOLIDATED INCOME STATEMENT
 
In millions of Reais
 
             
   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR¹
   
JUN²
   
JUN²
 
   
2014
   
2013
   
2014
   
2014
   
2013
 
                               
                               
Gross revenues
    307.9       266.9       189.9       497.8       426.0  
                                         
Sales returns, discounts and taxes
    (15.0 )     (12.9 )     (9.0 )     (24.0 )     (20.9 )
                                         
Net sales
    292.9       254.1       180.9       473.8       405.1  
                                         
Cost of sales and services
    (201.6 )     (173.8 )     (123.6 )     (325.2 )     (278.9 )
                                         
Gross profit
    91.3       80.2       57.3       148.6       126.2  
                                         
Operating expenses
    (81.3 )     (62.6 )     (48.7 )     (130.0 )     (97.7 )
Other operating income (expenses), net
    0.9       (0.0 )     (0.1 )     0.8       (1.2 )
Income from sale of assets
    0.1       (0.0 )     0.0       0.1       0.1  
                   
 
                 
Operating income
    11.0       17.5       8.5       19.5       27.4  
                                         
Equity in earnings (losses) of affiliates
    -       -       -       -       -  
                                         
EBITDA
    14.3       19.7       10.5       24.8       31.0  
                                         
Depreciation and amortization
    3.4       2.2       2.0       5.3       3.6  
                                         
RATIOS³
                                       
                                         
Gross margin (%)
    30 %     30 %     30 %     30 %     30 %
Operating margin (%)
    4 %     7 %     4 %     4 %     6 %
EBITDA margin (%)
    5 %     7 %     6 %     5 %     7 %
 
1Relative to the months of February and March 2014
2Relative to the months of February to June 2014
3Calculated based on gross revenues

 
 
127

 
ULTRAPAR PARTICIPAÇÕES S/A
LOANS
In millions of Reais - IFRS
 
LOANS
 
Balance in June/20141
                   
   
Ipiranga
   
Oxiteno
   
Ultragaz
   
Ultracargo
     Extrafarma    
Ultrapar Parent Company / Other
   
Ultrapar Consolidated
    Index/ Currency     Weighted average interest rate (% p.y.) 2     Maturity  
Foreign Currency
                                                           
                                                             
Notes
  -     -     550.1     -     -     -     550.1    
US$
    +7.3     2015  
Foreign loan 4
  175.5     -     -     -     -     -     175.5    
US$ + LIBOR
    +0.8     2015  
Foreign loan
  -     130.8     -     -     -     -     130.8    
US$ + LIBOR
    +1.0     2017  
Advances on foreign exchange contracts
  -     111.9     -     -     -     -     111.9    
US$
    +1.2    
< 360 days
 
Financial institutions
  -     93.5     -     -     -     -     93.5    
US$
    +2.0    
2014 to 2017
 
Financial institutions
  -     44.2     -     -     -     -     44.2    
US$ + LIBOR
    +2.0    
2016 to 2017
 
Financial institutions
  -     34.8     -     -     -     -     34.8    
MX$ + TIIE
    +1.0    
2015 to 2016
 
BNDES
  5.7     17.7     10.3     -     -     -     33.7    
US$
    +6.0    
2014 to 2020
 
Foreign currency advances delivered
  -     16.2     -     -     -     -     16.2    
US$
    +1.2    
< 91 days
 
                                                             
                                                             
Subtotal
  181.2     448.9     560.4     -     -     -     1,190.5                    
Local Currency
                                                           
                                                             
Banco do Brasil floating rate
  2,713.7     -     -     -     -     -     2,713.7    
CDI
    104.6    
2015 to 2019
 
Debentures - 1st and 2nd issuances IPP
  1,408.6     -     -     -     -     -     1,408.6    
CDI
    107.9    
2017 to 2018
 
Debentures - 4th issuance
  -     -     -     -     -     822.6     822.6    
CDI
    108.3     2015  
BNDES
  167.5     116.1     179.3     95.5     -     -     558.4    
TJLP
    +2.5    
2014 to 2020
 
Banco do Brasil fixed rate 3
  479.1     -     -     -     -     -     479.1     R$     +12.1     2015  
Banco do Nordeste do Brasil
  -     53.0     -     41.6     -     -     94.6     R$     +8.5    
2018 to 2021
 
BNDES
  38.2     6.0     8.9     1.5     1.9     -     56.5     R$     +4.8    
2015 to 2022
 
Research and projects financing (FINEP)
  20.8     28.2     -     -     -     -     49.0     R$     +4.0    
2019 to 2021
 
Financial leasing
  -     -     46.7     -     -     -     46.7    
IGPM
    +5.6     2031  
Working capital loan - floating rate
  -     -     -     -     45.4     -     45.4    
CDI
    +2.6    
2014 to 2017
 
Export Credit Note 5
  -     25.7     -     -     -     -     25.7     R$     +8.0     2016  
Working capital loan - fixed rate
  -     -     -     -     5.3     -     5.3     R$     +11.4    
2014 to 2016
 
Research and projects financing (FINEP)
  1.5     1.6     2.0     -     -     -     5.1    
TJLP
    +0.0     2023  
Financial leasing fixed rate
  -     -     -     -     1.2     -     1.2     R$     +15.6    
2014 to 2017
 
Agency for Financing Machinery and Equipment (FINAME)
  -     -     -     -     0.6     -     0.6    
TJLP
    +5.5    
2016 to 2022
 
Financial leasing floating rate
  -     -     -     -     0.5     -     0.5    
CDI
    +2.8     2017  
                                                             
                                                             
Subtotal
  4,829.4     230.6     236.8     138.7     55.0     822.6     6,313.0                    
Unrealized losses on swaps transactions
  2.0     8.9     -     -     -     -     10.9                    
                                                             
Total
  5,012.5     688.4     797.3     138.7     55.0     822.6     7,514.4                    
Composition per maturity
                                                           
                                                             
Up to 1 year
  1,166.8     284.0     58.3     38.5     38.9     822.6     2,409.1                    
From 1 to 2 years
  500.4     80.9     605.4     33.2     11.5     -     1,231.3                    
From 2 to 3 years
  997.0     254.5     43.5     28.5     3.9     -     1,327.4                    
From 3 to 4 years
  629.5     44.6     23.2     17.7     0.5     -     715.5                    
From 4 to 5 years
  1,703.9     12.1     21.9     6.8     0.2     -     1,744.8                    
Thereafter
  14.8     12.3     45.0     14.0     0.1     -     86.2                    
                                                             
Total
  5,012.5     688.4     797.3     138.7     55.0     822.6     7,514.4                    
 
Libor = London Interbank Offered Rate / MX$ = Mexican Peso / TIIE = Mexican Interbank Interest Rate Even /  CDI = interbank certificate of deposit rate / TJLP = basic financing cost of BNDES (set by National Monetary Council). On June 30, 2014, TJLP was fixed at 5% p.a. / IGPM = General Index of Market Prices

 
    Balance in June/20141                    
     Ipiranga      Oxiteno      Ultragaz     Ultracargo    
Extrafarma
   
Ultrapar Parent Company / Other
    Ultrapar Consolidated                    
                                                             
CASH AND LONG TERM INVESTMENTS
  1,723.7     901.6     368.1     283.0     11.8     131.7     3,419.9                    
 
1 As provided in IAS 39, transaction costs incurred in obtaining financial resources were deducted from the value of the financial instrument.
2 Certain loans are hedged against foreign currency and interest rate exposure (see note 22 to financial statements).
 
3  For this loan, a hedging instrument was hired with the objective of swapping the fixed to floating rate, equivalent to 99.50% of CDI on average.
4  For this loan, a hedging instrument was hired with the objective of swapping the fixed to floating rate, equivalent to 104.10% of CDI on average.
5  For this loan, a hedging instrument was hired with the objective of swapping the fixed to floating rate, equivalent to 88.81% of CDI on average.

 
128

 
Item 3
 
ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ nº 33.256.439/0001- 39
NIRE 35.300.109.724

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS (04/2014)

Date, Time and Location:
August 6th, 2014, at 2:30 p.m., at the Company’s headquarters, located at Av. Brigadeiro Luís Antônio, nr 1343, 9th floor, in the City and State of São Paulo.

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

Decisions:

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

2.  
“Ad referendum” of the Annual General Shareholders’ Meeting that will analyze the balance sheet and financial statements of the current fiscal year, to approve the dividends distribution, to be deducted from the net income account of the current year, in the total amount of R$ 389,553,527.40 (three hundred and eighty-nine million, five hundred and fifty-three thousand, five hundred and twenty-seven Reais and forty cents). Holders of common shares are entitled to receive R$ 0.71 (seventy-one cents of Real) per share, excluding the shares held in treasury at this date.

3.  
It has been determined that dividends declared herein will be paid from August 22th, 2014 onwards, without remuneration or monetary adjustment. The record date for receiving the approved dividends will be August 13th, 2014 in Brazil and August 18th, 2014 in the United States of America.

4.  
The members of the Board of Directors approved the hiring, by Ipiranga Produtos de Petróleo S.A., a wholly-owned subsidiary of the Company, of a loan and a related swap transaction, from dollar into Real, with Banco de Tokyo-Mitsubishi UFJ, in the amount of USD 150,000,000.00 (one hundred and fifty million dollars), with a 3-year term.

5.  
The members of the Board of Directors authorized the Officers to take any measures necessary to implement the resolutions approved in item 4, including the signing of the documents related to this item and the definition of other terms and conditions.

6.  
The members of the Board of Directors were updated on strategic and expansion projects of the Company.

Observations: The deliberations were approved, with no amendments or qualifications, by all the Board Members present.

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

Paulo Guilherme Aguiar Cunha – Chairman

Lucio de Castro Andrade Filho – Vice Chairman

Ana Maria Levy Villela Igel

Nildemar Secches

Olavo Egydio Monteiro de Carvalho

Paulo Vieira Belotti

Pedro Wongtschowski

Renato Ochman

Flavio César Maia Luz President of the Fiscal Council
 
 
 
 

 
Item 4
 
 

 
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly-Traded Company
CNPJ nº 33.256.439/0001- 39
NIRE 35.300.109.724
 
 
NOTICE TO SHAREHOLDERS
 
 
Distribution of dividends


We hereby inform that the Board of Directors of Ultrapar Participações S.A. (“Ultrapar”), at the meeting held on August 6th, 2014, approved the distribution of dividends, payable from the net earnings account for the fiscal year of 2014, in the amount of R$ 389,553,527.40 (three hundred and eighty-nine million five hundred and fifty-three thousand five hundred and twenty-seven Reais and forty cents), to be paid from August 22nd, 2014 onwards, without remuneration or monetary adjustment.

Holders of common shares issued by Ultrapar as of the record dates informed below will receive the dividend of R$ 0.71 per share.

The record date to establish the right to receive the dividend will be August 13th, 2014 in Brazil, and August 18th, 2014 in the United States of America. Therefore, from August 14th, 2014 onwards, the shares will be traded "ex-dividend" on both the São Paulo Stock Exchange (BM&FBOVESPA) and the New York Stock Exchange (NYSE).

São Paulo, August 6th, 2014.
 

 
André Covre
Chief Financial and Investor Relations Officer
ULTRAPAR PARTICIPAÇÕES S.A.

 
129

 
 
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: August 6, 2014
ULTRAPAR HOLDINGS INC.
 
 
By:
/s/ André Covre
 
Name:
André Covre
 
Title:
Chief Financial and Investor Relations Officer


(Interim Financial Information for the Three Months Ended June 30, 2014, 2Q14 Earnings release, Board of Directors Minutes, Notice to Shareholders)