Ultrapar Participações S.A. and Subsidiaries
(In thousands of Brazilian Reais, unless otherwise stated)
1. Operations
Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luis Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.
The Company engages in the investment of its own capital in services, commercial, and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gas - LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga”), production and marketing of chemicals (“Oxiteno”), and storage services for liquid bulk (“Ultracargo”) and retail distribution of pharmaceutical, hygiene, beauty, and skincare products (“Extrafarma”). The information about segments are disclosed in Note 32.
a. Clarifications on the impacts of COVID-19
The World Health Organization (“WHO”) declared a coronavirus pandemic (COVID-19) on March 11, 2020. To contain a spread of the virus in Brazil, the Ministry of Health (“MH”) and the state governments announced several actions to reduce the agglomeration and movement of people, including the closing of commerce, parks and common areas. In this context, the Company created a Crisis Committee to keep up with it and monitor the main risks and adopt preventive and emergency measures to reduce the pandemic effects.
Since the beginning of the crisis, the Company and its subsidiaries have been working on numerous initiatives to ensure the safety of its employees, the stability and continuity of its operations and the financial solidity of the Company. All the activities of the companies controlled by the Company are classified as essential in the context of the measures adopted to face the pandemic, in the terms to Decree No. 10,282/20.
The Company and its subsidiaries quickly adopted the work at home (expressed by home office) for the administrative public, offering all the necessary support for the progress of activities. In addition to basic safety concerns with employees, companies realizes several initiatives aimed at welfare, such as virtual meetings, psychological support and concern for ergonomics, following our principle of valuing people.
Through a multidisciplinary committee, a plan for the gradual resumption of employees from administrative areas to offices was structured, due to adoption of numerous preventive measures and intensification of cleaning and safety, according to the guidelines of the state governments and municipal.
For the purpose to preserve the commitment to keep their employees in their respective jobs and mitigate the impacts of the crisis, use resources made available by the government, such as reduced working hours and/or wages, suspension of contracts and reorganization of the vacation plan, as required.
The management of the Company and its subsidiaries finished the third quarter of 2020 confirming the expectation that the worst moment of the crisis is over. The emergency measures and speed in answer to the first effects of the crisis, as well as initiatives to support the supply chain, were effective to keep the activities of the subsidiaries in operation, ensuring the delivery of essential services to the population and preserving the health of employees.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Remains uncertain to what extent the quarterly information, after September 30, 2020, may still be affected by the commercial, operational and financial impacts of the pandemic, because it will depend on its duration and the impacts on economic activities, as well as government, business in response to the crisis. In this context, some financial risk assessments, projections and impairment tests, in connection with the preparation of this quarterly information, may be impacted by the pandemic, and may adversely affect the financial position of the Company and its subsidiaries.
Operational impacts
The restrictions on the movement of people and the operation of certain businesses significantly impacted economic activity in Brazil.
Ultragaz presented in the second quarter a reduction in the volume sold in the bulk segment, because to the lower demand from industries and small and medium-sized companies, that were directly impacted by the social isolation measures. However, this effect was compensated by the increase in sales in the bottled segment, due to the higher demand for LPG for residential use. In terms of costs and expenses, Ultragaz incurred additional freight expenses, due to the need to remove LPG on more distant supply bases, protection materials and temporary workers, in addition to numerous donations to hospitals focused in the pandemic and needy communities. There was no record of an increase in defaults in the period. In the third quarter, Ultragaz had a recovery in volume in the bulk segment, due the resumption of the industry, while sales in the bottled segment continued resilient, gradually returning to pre-pandemic levels.
Ultracargo recorded a lower movement of fuels in the second quarter, due to the retraction in demand, and a reduction in spot contracts. Addittionaly, approximately R$ 2 million was recorded in extra expenses with protective materials and donations. The performance of measures to increase productivity and recover tax credits contributed to the improvement in results in the second quarter. In the third quarter, Ultracargo showed an increase in product movement and m3 invoiced compared to the previous quarter.
At Oxiteno, the paint, automotive and oil & gas segments suffered a retraction in demand in the second quarter, an effect that was partially compensated by the higher sales volume in the Home & Personal Care and Crop Solutions segments. To minimize the effects of the pandemic, Oxiteno's management operated quickly in measures to limit costs and expenses, contributing to an improvement in results. In the third quarter, Oxiteno had a recovery in sales volume for the automotive fluids, paint and varnishes with maintenance of increasing volumes for the hygiene and beauty sector.
Ipiranga was the business most impacted by the crisis due to the measures of social distance. In April, volumes sold for the Otto cycle and diesel registered a reduction of 37% and 17%, respectively, compared to the same period of the last year. In May and June, volumes sold improved gradually compared to April. In addition, the strong volatility in the prices of oil and oil products since the end of March, combined with a abrupt fall in the price of ethanol in April, caused significant inventories losses in the quarter. To mitigate these effects, the company and their subsidiaries realized initiatives to contain cash and reduce expenses in several areas, which made it possible to reduce general, administrative and sales expenses by 32% in the annual comparison. The level of default recorded a slight increase and remained at acceptable levels for the period. In the third quarter, it is observed a gradual evolution in the volumes sold of fuels over the quarter and an improvement in the operating environment, which enabled a significant recovery of the results compared to the second quarter.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Extrafarma presented a reduction in revenues approximately of R$ 45 million in the second quarter, mainly due to the temporary closure of stores located in malls, and of the reduction of operation hours in stores that remained open. To oppose this effect, sales were implemented through alternative delivery channels and partnerships with delivery applications. In addition, the extension of Provisional Measure 936 by the government, involving the suspension of contracts and temporary reduction in wages, other internal productivity gain initiatives, contributed to the reduction of expenses in the amount of R$ 8 million, minimizing the impact on the quarter’s result. In the third quarter, Extrafarma reopened the stores located in malls, contributing to an increase in revenue and cost dilution.
Main risks and associated measures
Credit risk - the subsidiary Ipiranga implemented a help package for Ipiranga resellers, including anticipation of sales credits through the Abastece Aí application, postponement of lease and financing payments and temporary suspension of volume performance clauses. These actions softened the impacts of the pandemic on your clients' financial condition and, consequently, mitigated its potential effects on Ipiranga's default rates. The effects of expected losses on doubtful accounts as of and the nine-month period ended September 30, 2020 are disclosed in Notes 5 and 33.d.
Risk of impairment and intangible assets of indefinite useful life - the Company reviewed the projections used in impairment tests and assets allocated to cash generation units, considering the current impacts of the pandemic. The review did not result in the need for additional recognition of a provision for losses as of September 30, 2020.
Risk of realization of deferred tax assets - the Company reviewed the constitution and realization of deferred tax credits, considering the current revised projections for each business segment due to the pandemic, and did not identify the need for write-offs for the period ended on September 30, 2020.
Risks in financial instruments - the increase in volatility in financial markets may impact financial results according to sensitivity analyzes presented in Note 33.
Liquidity risk - the impact on the volumes of operations and on the results of the Company and its subsidiaries may adversely affect the generation of operating cash. Thus, in order to strengthen the Company's liquidity and cash position, in view of the uncertainty generated by the pandemic, at the end of March and start April 2020, the Company and the subsidiary IPP contracted R$ 1.5 billion in new financing maturing in one year. Of this total, R$ 1.3 billion was obtained through the issuance of promissory notes with credit in April. In addition, as a measure of cash containment, the Company announced in April a reduction of approximately 30% in its investment plan for 2020 and in August, the management opted to not pay interim dividends for the current year. As stated in the Bylaws, the minimum mandatory dividends will be paid after the disclosure of the year's results.
In July 2020, the Company reopened bonds issued on the market maturing in 2029 and raised US$ 350 million with a coupon of 5.25% per year. The proceeds will be used to pay debts maturing in the short term, allowing the Company's debt profile to be lengthened, in addition to strengthening its cash position.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The management of the Company and its subsidiaries maintained discipline in control of costs and expenses to preserve cash in all business and selectivity in the allocation of capital. As a result, the Company had a quarter of strong operating cash generation, with reduced leverage, reinforcing its commitment to financial strength and demonstrating the resilience of our portfolio.
2. Presentation of interim financial information and summary of significant accounting policies
The parent’s separate and consolidated interim financial information (“interim financial information”) were prepared in accordance with the International Accounting Standard (“IAS”) 34 – Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and in accordance with the pronouncement CPC 21 (R1) issued by the Accounting Pronouncements Committee (“CPC”) and approved by the Brazilian Securities and Exchange Commission (“CVM”).
All relevant specific information of the interim financial information , and only this information, were presented and correspond to that used by the Company’s and its subsidiaries’ Management.
The presentation currency of the Company’s interim financial information is the Brazilian Real (“R$”), which is the Company’s functional currency.
The Company and its subsidiaries applied the accounting policies described below in a consistent manner for all periods presented in this interim financial information.
a. Recognition of revenue
Revenue of sales and services rendered is measured at the value of the consideration that the Company's subsidiaries expect to be entitled to, net of sales returns, discounts, amortization of contractual assets with customers and other deductions, if applicable, being recognized as the entity fulfills its performance obligation. At Ipiranga, the revenue from sales of fuels and lubricants is recognized when the products are delivered to gas stations and to large consumers. At Ultragaz, revenue from sales of LPG is recognized when the products are delivered to customers at home, to independent dealers and to industrial and commercial customers. At Extrafarma, the revenue from sales of pharmaceuticals is recognized when the products are delivered to end user customers in own drugstores and when the products are delivered to independent resellers. At Oxiteno, the revenue from sales of chemical products is recognized when the products are delivered to industrial customers, depending of the freight mode of delivery. At Ultracargo, the revenue provided from storage services is recognized as services are performed. The breakdowns of revenues from sales and services are shown in Notes 26 and 32.
Amortization of contractual assets with customers for the exclusive rights in Ipiranga’s reseller service stations and the bonuses paid in performance obligation sales are recognized in the income statement as a deduction of the revenue from sale according to the conditions established in the agreements which is reviewed as per the changes occurred in the agreements (see Notes 2.f and 11).
The am/pm franchising upfront fee received by Ipiranga is deferred and recognized in profit or loss as the entity fulfills its performance obligation throughout the terms of the agreements with the franchisees. For more information, see Note 23.a.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Deferred revenue from loyalty program is recognized in the income statement when the points are redeemed, on which occasion the costs incurred are also recognized in profit or loss. Deferred revenue of unredeemed points is also recognized in profit or loss when points expire. For more information, see Note 23.b.
Costs of products sold and services provided include goods (mainly fuels, lubricants, LPG, and pharmaceutical products), raw materials (chemicals and petrochemicals) and production, distribution, storage, and fulfillment costs.
Exchange variations and the results of derivative financial instruments are presented in the statement of profit and loss on financial expenses.
Research and development expenses are recognized in the statements of profit or loss in general and administrative expenses and amounted to R$ 44,829 for the nine-month period ended September 30, 2020 (R$ 44,793 for the nine-month period ended September 30, 2019).
b. Cash and cash equivalents
Includes cash, banks deposits, and short-term, highly liquid investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value. For further information on ‚cash and cash equivalents of the Company and its subsidiaries, see Note 4.a.
c. Financial assets
The Company and its subsidiaries evaluated the classification and measurement of financial assets based on its business model of financial assets as follows:
- Amortized cost: financial assets held in order to collect contractual cash flows, solely principal and interest. The interest earned and the foreign currency exchange variation are recognized in profit or loss, and balances are stated at acquisition cost plus the interest earned, using the effective interest rate method. Financial investments in guarantee of loans are classified as amortized cost.
- Measured at fair value through other comprehensive income: financial assets that are acquired or originated for the purpose of collecting contractual cash flows or selling financial assets. The balances are stated at fair value, and the interest earned, and the foreign currency exchange variation are recognized in profit or loss. Differences between fair value and initial amount of financial investments plus the interest earned are recognized in equity in other comprehensive income in the “Valuation adjustments”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement. Substantially the financial investments in Bank Certificates of Deposit (“CDB”) and repurchase agreements are classified as measured at fair value through other comprehensive income.
- Measured at fair value through profit or loss: financial assets that were not classified as amortized cost or measured at fair value through other comprehensive income. The balances are stated at fair value and both the interest earned and the exchange variations and changes in fair value are recognized in the income statement. Investment funds and derivatives are classified as measured at fair value through profit or loss.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The Company and its subsidiaries use financial instruments for hedging purposes, applying the concepts described below:
- Hedge accounting – fair value hedge: financial instruments used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the entity’s statements of profit or loss. In the initial designation of the fair value hedge, the relationship between the hedging instrument and the hedged item is documented, including the objectives of risk management, the strategy in conducting the transaction, and the methods to be used to evaluate its effectiveness. Once the fair value hedge has been qualified as effective, the hedge item is also measured at fair value. Gains and losses from hedge instruments and hedge items are recognized in the statements of profit or loss. The hedge accounting is discontinued when the hedge becomes ineffective.
- Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect the statements of profit or loss. The portion of the gain or loss on the hedging instrument that is determined to be effective relating to the effects of exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as “Valuation adjustments” while the ineffective portion is recognized in the statements of profit or loss. Gain or loss on the hedging instrument relating to the effective portion of this hedge that had been recognized directly in accumulated other comprehensive income is recognized in profit or loss in the period in which the hedged item is recognized in profit or loss or as initial cost of non- financial assets, in the same line of the statement that the hedged item is recognized. The hedge accounting is discontinued when (i) the hedging relationship is canceled; (ii) the hedging instrument expires; and (iii) the hedging instrument no longer qualifies for hedge accounting. When hedge accounting is discontinued, gains and losses recognized in equity in other comprehensive income are reclassified to the statements of profit or loss in the period which the hedged item is recognized in profit or loss. If the transaction hedged is canceled or is not expected to occur, the cumulative gains and losses in equity in other comprehensive income are recognized immediately in profit or loss.
- Hedge accounting - hedge of net investments in foreign operation: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company. The portion of the gain or loss on the hedging instrument that is determined to be effective, referring to the exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as cumulative translation adjustments, while the ineffective portion and the operating costs are recognized in the statements of profit or loss. The gain or loss on the hedging instrument that has been recognized directly in accumulated other comprehensive income is recognized in the statements of profit or loss when the disposal of the foreign subsidiary occurs.
For further information on financial instruments, see Note 33.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
d. Trade receivables and reseller financing
Trade receivables are recognized at the amount invoiced of the counterparty that the Company subsidiaries are entitled (see Notes 5 and 33.d.3). The expected losses take into account, (i) at the initial recognition of the contract, the expected losses for the next 12 months or (ii) the lifetime of the contract considering the deterioration or improvement of the customers’ credit quality and its characteristics in each business segment. The amount of the expected credit losses is deemed by management to be sufficient to cover any probable loss on realization of trade receivables.
e. Inventories
Inventories are stated at the lower of acquisition cost or net realizable value (see Note 6). The cost value of inventory is measured using the weighted average cost and includes the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production. Estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. Subsequent events related to the fluctuation of prices and costs are also considered, if relevant. If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials, or supplies that (i) do not meet its subsidiaries’ specifications, (ii) have exceeded their expiration date, or (iii) are considered slow-moving inventory. This classification is made by management with the support of its industrial and operations teams.
f. Contractual assets with customers – exclusive rights
Exclusive rights disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as contractual assets when paid and amortized according to the conditions established in the agreements (see Note 2.a and 11).
g. Investments
Investments in subsidiaries are accounted for under the equity method of accounting in the interim financial information of the parent’s separate company (see Notes 3.b and 12.a). A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities. Usually the equity interest in a subsidiary is more than 50%.
Investments in associates and joint ventures are accounted for under the equity method of accounting in the interim financial information (see Note 12 items b and c). An associate is an investment, in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement, which establish that decisions about the relevant activities of the investee require the consent from the parties that share control.
Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
h. Right to use assets and lease payable
The Company and its subsidiaries recognized in the financial position, a right to use assets and the respective lease liabilities initially measured at the present value of future lease payments, considering the related contract costs (see Note 13). The amortization expenses of right to use assets is recognized in statement of profit or loss over the lease contract term. The Company and its subsidiaries have no intention of purchasing the underlying asset. The liability is increased for interest and decreased by lease payments made. The interests are recognized in the statement of profit or loss using the effective interest rate method. The remeasurement of assets and liabilities based on the contractual index is recognized in the financial position, not having an effect in the result. In case of cancellation of the contract, the assets and respective liabilities are written off to the result, considering, if it is the case, any penalties provided in contractual clauses. The Company and its subsidiaries periodically review the existence of an indication that the rights to use assets may be impaired (see Note 2.u).
Right to use assets include amounts related to area port leases grants (see Note 34.c).
The Company and its subsidiaries apply the recognition’s exemptions to short-term leases of 12 months or less, and leases of low amount assets such. In these cases, the recognition of the lease expense in the statements of profit or loss is on a straight-line basis.
i. Property, plant, and equipment
Property, plant, and equipment (“PP&E”) is recognized at acquisition or construction cost, including financial charges incurred on PP&E under construction, as well as qualifying maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission, or to restore assets (see Notes 2.n and 21), less accumulated depreciation and, when applicable, less provision for losses (see Note 14).
Depreciation is calculated using the straight-line method, over the periods mentioned in Note 14, taking into account the estimated useful lives of the assets, which are reviewed annually.
Leasehold improvements are depreciated over the shorter of the lease contract term and useful life of the property.
j. Intangible assets
Intangible assets include assets acquired by the Company and its subsidiaries from third parties, according to the criteria below:
- Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identified assets and liabilities assumed of the acquired entity. Goodwill is tested annually for impairment. Goodwill is allocated to the business segments, which represent the lowest level that goodwill is monitored for impairment testing purposes (see Note 15.a).
- Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, over the periods mentioned in Note 15, taking into account their useful lives, which are reviewed annually.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The Company and its subsidiaries have not recognized intangible assets that were generated internally. The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life (see Note 15 items a and e).
k. Other assets
Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary changes and changes in exchange rates incurred or less a provision for loss and, if applicable, adjustment to present value.
l. Financial liabilities
The financial liabilities include trade payables and other payables, loans, debentures, leases payable and derivative financial instruments. Financial liabilities are classified as “financial liabilities at fair value through profit or loss” or “financial liabilities at amortized cost”. The financial liabilities at fair value through profit or loss refer to derivative financial instruments, subscription warrants - indemnification, and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 2.c – Fair Value Hedge). The financial liabilities at amortized cost are stated at the initial transaction amount plus related charges and net of amortization and transaction costs. The charges are recognized in the statement of profit or loss using the effective interest rate method.
Transaction costs incurred and directly attributable to the activities necessary for contracting loans or for issuing bonds, as well as premiums and discounts upon issuance of debentures and other debt, are allocated to the instrument and amortized in the statement of profit or loss taking into its term, using the effective interest rate method (see Note 16.h).
m. Income and social contribution taxes on income
Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates. For the calculation of current IRPJ, the value of tax incentives is also considered. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the interim financial information. The current rates in Brazil are 25% for IRPJ and 9% for CSLL. For further information about recognition and realization of IRPJ and CSLL, see Note 9.
For purposes of disclosure, deferred tax assets were offset against the deferred tax liability, IRPJ and CSLL, in the same taxable entity and the same tax authority.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
n. Provision for asset retirement obligation – fuel tanks
The subsidiary Ipiranga has the legal obligation to remove the underground fuel tanks owned by Ipiranga-branded located at service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when the tanks are installed. The estimated cost is recognized in PP&E and depreciated over the respective useful lives of the tanks. The amounts recognized as a liability accrue interest using the Amplified Consumer Price Index (“IPCA”) until the tank is removed (see Note 21). The estimated removal cost is reviewed and updated annually or when there is significant change in its amount and change in the estimated costs are recognized in statements of profit or loss when they become known.
o. Provisions for tax, civil, and labor risks
A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss is more-likely-than-not in the opinion of management and internal and external legal counsel, and the amounts are recognized based on the evaluation of the outcomes of the legal proceedings (see Note 22).
p. Post-employment benefits
Post-employment benefits granted and to be granted to employees, retirees, and pensioners are based on an actuarial calculation prepared by an independent actuary and reviewed by management, using the projected unit credit method (see Note 20.b). The actuarial gains and losses are recognized in equity in cumulative other comprehensive income in the “Valuation adjustments”.
q. Other liabilities
Other liabilities are stated at known or measurable amounts and changes in exchange rates incurred. When applicable, other liabilities are recognized at present value, based on interest rates that reflect the term, currency, and risk of each transaction.
r. Foreign currency transactions
Foreign currency transactions carried out by the Company or its subsidiaries are remeasured into their functional currency at the exchange rate prevailing at the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate at the date of the interim financial information. The effect of the difference between those exchange rates is recognized in financial results until the conclusion of each transaction.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
s. Basis for translation of interim financial information of foreign subsidiaries
s.1 Subsidiaries with administrative autonomy
Assets and liabilities of the foreign subsidiaries, denominated in currencies other than Brazilian Real, which have administrative autonomy, are translated using the exchange rate at the date of the interim financial information. Revenues and expenses are translated using the average exchange rate of each year and equity is translated at the historical exchange rate of each transaction affecting equity. Gains and losses resulting from changes in these foreign investments are directly recognized in equity in cumulative other comprehensive income in the “cumulative translation adjustments” and will be recognized in profit or loss if these investments are disposed of. The balance in cumulative other comprehensive income on September 30, 2020 was a gain of R$ 301,105 (gain of R$ 102,427 on December 31, 2019) - see Note 25.g.2.
The foreign subsidiaries with functional currency different from the Company and which have administrative autonomy are listed below:
Subsidiary | Functional currency | Location |
Oxiteno México S.A. de C.V. | Mexican Peso | Mexico |
Oxiteno Servicios Corporativos S.A. de C.V. | Mexican Peso | Mexico |
Oxiteno Servicios Industriales S.A. de C.V. | Mexican Peso | Mexico |
Oxiteno USA LLC | U.S. Dollar | United States |
Oxiteno Uruguay S.A. (i) | U.S. Dollar | Uruguay |
(i) The subsidiary Oxiteno Uruguay S.A. (“Oxiteno Uruguay”) determined its functional currency as the U.S. dollar (“US$”), as its inventory sales, purchases of raw material inputs, and financing activities are performed substantially in this currency.
s.2 Subsidiaries without self-administrative autonomy
Assets and liabilities of the other foreign subsidiaries, which do not have administrative autonomy, are considered an extension of the activities of their parent company and are translated using the exchange rate at the date of the interim financial information. Gains and losses resulting from changes in these foreign investments are directly recognized as financial result. The gain recognized in income for the nine-month period ended September 30, 2020 amounted to R$ 40,747 (gain of R$ 5,005 for the nine-month period ended September 30, 2019).
t. Use of estimates, assumptions and judgments
The preparation of the interim financial information requires the use of estimates, assumptions, and judgments for the accounting and disclosure of certain assets, liabilities, and profit or loss. Therefore, the Company and subsidiaries’ management use the best information available at the date of preparation of the interim financial information, as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and assumptions are reviewed periodically.
t.1 Judgments
Information on the judgments is included: in the determination of control in subsidiaries (Notes 2.g, 2.s.1, 3 and 12.a), the determination of joint control in joint venture (Notes 2.g, 12.a and 12.b) and the determination of significant influence in associates (Notes 2.g and 12.c).
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
t.2 Uncertainties related to the assumptions and estimates
The information regarding uncertainties related to the assumptions and estimates are included: in determining the fair value of financial instruments (Notes 2.c, 2.l, 4, 16 and 33), the determination of the expected losses on doubtful accounts (Notes 2.d, 5 and 33.d.3), the determination of provisions for losses of inventories (Notes 2.e and 6), the estimative of realization of deferred IRPJ and CSLL amounts (Notes 2.m and 9.a), the useful lives and discount rate of right to use assets (Notes 2.h and 13), the useful lives of PP&E (Notes 2.i and 14), the useful lives of intangible assets, and the determination of the recoverable amount of goodwill (Notes 2.j and 15.a), provisions for assets retirement obligations (Notes 2.n and 21), provisions for tax, civil, and labor risks (Notes 2.o and 22), estimates for the preparation of actuarial reports (Notes 2.p and 20.b) and the determination of fair value of subscription warrants – indemnification (Notes 24 and 33.j). The actual result of the transactions and information may differ from their estimates.
u. Impairment of assets
The Company and its subsidiaries review, in every reporting period, the existence of any indication that an asset may be impaired and annually test intangible assets with undefined useful life. If there is an indication of impairment, the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that are not evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets (cash generating units “CGU”). The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling costs and their value in use.
The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.
To assess the value in use, the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses are reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.
No impairment was recognized for the nine-month period ended September 30, 2020 and 2019. On December 31, 2019, the Company recognized an impairment loss for the subsidiary Imifarma Produtos Farmacêuticos e Cosméticos S.A. (“Extrafarma”) (see Note 15.a).
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
v. Business combination
A business combination is accounted applying the acquisition method. The cost of the acquisition is measured based on the consideration transferred and to be transferred, measured at fair value at the acquisition date. In a business combination, the assets acquired, and liabilities assumed are measured in order to classify and allocate them accordingly to the contractual terms, economic circumstances and relevant conditions on the acquisition date. The non-controlling interest in the acquire is measured based on its interest in identifiable net assets acquired. Goodwill is measured as the excess of the consideration transferred and to be transferred over the fair value of net assets acquired (identifiable assets and liabilities assumed, net). After the initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to the Company’s operating segments. When the cost of the acquisition is lower than the fair value of net assets acquired, a gain is recognized directly in the statement of profit or loss. Costs related to the acquisition are recorded in the statement of profit or loss when incurred.
w. Statements of value added
The statements of value added (“DVA”) are presented as an integral part of the interim financial information as applicable to publicly traded companies in Brazil and as supplemental information for the IFRS, which does not require the presentation of DVA.
x. Statements of cash flows indirect method
The Company and its subsidiaries present the interest paid on loans, financing, debentures, and leases payable in financing activities and present financial investments on a net basis of income and redemptions in the investing activities.
y. Adoption of the pronouncements issued by CPC and IASB
There are not standards, amendments and interpretations to IFRS issued by the IASB, which are effective, that have not been adopted by the Company and could have impact in this interim financial information to September 30, 2020.
z. Authorization for issuance of the interim financial information
This interim financial information was authorized for issue by the Board of Directors on November 4, 2020.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
8. Related parties
a. Related parties
The balances and transactions between the Company and its related parties are disclosed below:
a.1 Parent
| Assets | | Liabilities | | Financial income (1) |
| Debentures (1) | | Account payable | | |
Ipiranga Produtos de Petróleo S.A. | 750,000 | | - | | 19,742 |
Imifarma Produtos Farmacêuticos e Cosméticos S.A. | - | | 5,199 | | - |
Total as of September 30, 2020 | 750,000 | | 5,199 | | 19,742 |
| Assets | | Liabilities | | Financial income (1) |
| Debentures (1) | | Account payable | | |
Ipiranga Produtos de Petróleo S.A. | 759,123 | | ‐ | | 40,151 |
Imifarma Produtos Farmacêuticos e Cosméticos S.A. | ‐ | | 4,220 | | ‐ |
Total as of December 31, 2019 | 759,123 | | 4,220 | | |
Total as of September 30, 2019 | | | | | 40,151 |
(1) In March 2016, the subsidiary IPP made its second private offering in one single series of 75 debentures at face value of R$ 10,000,000.00 (ten million Brazilian Reais) each, nonconvertible into shares and unsecured. The Company subscribed the total debentures with maturity on March 31, 2021 and semiannual interest linked to DI.
a.2 Consolidated
Balances and transactions between the Company and its subsidiaries and between subsidiaries have been eliminated in consolidation and are not disclosed in this note. The balances and transactions between the Company and its subsidiaries with other related parties are disclosed below:
| Loans |
| Assets | | Liabilities |
Química da Bahia Indústria e Comércio S.A. | - | | 2,875 |
Others | 490 | | 978 |
Total as of September 30, 2020 | 490 | | 3,853 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
| Loans |
| Assets | | Liabilities |
Química da Bahia Indústria e Comércio S.A. | - | | 2,875 |
Others | 490 | | 1,050 |
Total as of December 31, 2019 | 490 | | 3,925 |
Loans agreements have indeterminate terms and do not contain interest clauses.
| Commercial transactions |
| Receivables (1) | | Payables (1) | | Other payables (1) | | Sales and services | | Purchases | | Expenses |
Oxicap Indústria de Gases Ltda. | - | | 3,217 | | - | | 45 | | 14,246 | | - |
Refinaria de Petróleo Riograndense S.A. | - | | 62,943 | | - | | - | | 227,455 | | - |
ConectCar Soluções de Mobilidade Eletrônica S.A. | 356 | | 104 | | 250 | | 2,283 | | 118 | | - |
LA’7 Participações e Empreend. Imob. Ltda. (a) | - | | - | | - | | - | | - | | 1,206 |
Total as of September 30, 2020 | 356 | | 66,264 | | 250 | | 2,328 | | 241,819 | | 1,206 |
| Commercial transactions |
| Receivables (1) | | Payables (1) | | Sales and services | | Purchases | | Expenses |
Oxicap Indústria de Gases Ltda. | - | | 1,545 | | 2 | | 14,240 | | ‐ |
Refinaria de Petróleo Riograndense S.A. | - | | 264,602 | | ‐ | | 733,806 | | ‐ |
ConectCar Soluções de Mobilidade Eletrônica S.A. | 739 | | 113 | | 3,657 | | 109 | | ‐ |
LA’7 Participações e Empreend. Imob. Ltda. (a) | - | | 124 | | ‐ | | ‐ | | 1,106 |
Total as of December 31, 2019 | 739 | | 266,384 | | | | | | |
Total as of September 30, 2019 | | | | | 3,659 | | 748,155 | | 1,106 |
(1) Included in “domestic trade receivables”, “domestic trade payables” and “domestic trade payables – reverse factoring”, respectively.
(a) Refers to rental contracts of 15 drugstores owned by LA’7 as of September 30, 2020 and December 31, 2019, a company owned by Extrafarma’s former shareholders and current shareholders of Ultrapar.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on similar market prices and terms with customers and suppliers with comparable operational performance. The above operations related to ConectCar Soluções de Mobilidade Eletrônica S.A. (“ConectCar”) refer to services provided. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, which is why no an estimated loss or collateral is provided. Collateral provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 16.j.
b. Key executives (Consolidated)
The Company’s compensation strategy combines short and long-term elements, following the principles of alignment of interests and of maintaining a competitive compensation, and is aimed at retaining key officers and remunerating them adequately according to their attributed responsibilities and the value created to the Company and its shareholders.
Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility, and his/her position’s complexity, and includes salary and benefits such as medical coverage, check-up, life insurance, and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. Further details about the Deferred Stock Plan are contained in Note 8.c and about post-employment benefits in Note 20.b.
The expenses for compensation of its key executives (Company’s directors and executive officers) as shown below:
| 09/30/2020 | | 09/30/2019 |
Short-term compensation | 34,470 | | 36,944 |
Stock compensation | 1,714 | | 7,313 |
Post-employment benefits | 2,029 | | 1,934 |
Total | 38,213 | | 46,191 |
c. Deferred stock plan (Consolidated)
Since 2003, Ultrapar has adopted a stock plan in which the executive has the usufruct of shares held in treasury until the transfer of the full ownership of the shares to those eligible members of management after five to seven years from the initial concession of the rights subject to uninterrupted employment of the participant during the period. The volume of shares and the executives eligible are determined by the Board of Directors, and there is no mandatory annual grant. The total number of shares to be used in the plan is subject to the number of shares in treasury. The members of the Ultrapar’s Board of Directors do not eligible for the stock plan. The fair value of the awards was determined on the grant date based on the market value of the shares on the B3, the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five to seven years from the grant date.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes shares granted to the Company and its subsidiaries’ management:
Grant date | Balance of number of shares granted | Vesting period | Market price of shares on the grant date (in R$ per share) | Total grant costs, including taxes | | Accumulated recognized grant costs | | Accumulated unrecognized grant costs |
March 4, 2016 | 380,000 | 2021 to 2023 | 32.72 | 17,147 | | (13,348) | | 3,799 |
December 10, 2014 | 533,324 | 2020 to 2021 | 25.32 | 27,939 | | (26,128) | | 1,811 |
March 5, 2014 | 55,600 | 2021 | 26.08 | 5,999 | | (5,880) | | 119 |
| 968,924 | | | 51,085 | | (45,356) | | 5,729 |
For the nine-month period ended September 30, 2020, the amortization in the amount of R$ 963 (R$ 7,955 for the nine-month period ended September 30, 2019) was recognized as a general and administrative expense.
The table below summarizes the changes of number of shares granted:
Balance on December 31, 2019 | | 1,224,524 |
Cancellation of granted shares due to termination of executive employment | | (200,000) |
Shares vested and transferred | | (55,600) |
Balance on September 30, 2020 | | 968,924 |
In addition, on April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) of approved a new incentive plan based on shares (”Plan”), which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, in periods of three to six years, to directors or employees of the Company or its subsidiaries.
As a result of the Plan, common shares representing at most 1% of the Company's share capital may be delivered to the participants, which corresponds, at the date of approval of this Plan, to 11,128,102 common shares.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the restricted and performance stock programs:
Program | Grant date | Balance of number of shares granted | Vesting period | Market price of shares on the grant date (in R$ per share) | Total grant costs, including taxes | | Accumulated recognized grant costs | | Accumulated unrecognized grant costs |
Restricted | October 1, 2017 | 240,000 | 2023 | 38.19 | 12,642 | | (6,321) | | 6,321 |
Restricted and performance | November 8, 2017 | 33,638 | 2020 to 2022 | 38.19 | 2,723 | | (1,751) | | 972 |
Restricted and performance | April 4, 2018 | 126,360 | 2021 to 2023 | 34.35 | 8,451 | | (5,132) | | 3,319 |
Restricted | September 19, 2018 | 80,000 | 2024 | 19.58 | 3,691 | | (1,350) | | 2,341 |
Restricted | September 24, 2018 | 80,000 | 2024 | 18.40 | 2,030 | | (677) | | 1,353 |
Restricted and performance | April 3, 2019 | 494,202 | 2022 to 2024 | 23.25 | 20,900 | | (8,330) | | 12,570 |
Restricted | September 2, 2019 | 440,000 | 2025 | 16.42 | 9,965 | | (1,800) | | 8,165 |
Restricted and performance | April 1, 2020 | 790,455 | 2023 to 2025 | 12.53 | 18,653 | | (2,428) | | 16,225 |
Restricted | September 16, 2020 | 700,000 | 2026 | 23.03 | 22,236 | | (309) | | 21,927 |
| | 2,984,655 | | | 101,291 | | (28,098) | | 73,193 |
For the nine-month period ended September 30, 2020, a general and administrative expense in the amount of R$ 8,362 was recognized in relation to the Plan (R$ 9,048 for the nine-month period ended September 30, 2019).
Balance on December 31, 2019 | | 1,738,660 |
Shares granted on April 1, 2020 | | 877,788 |
Shares granted on September 16, 2020 | | 700,000 |
Cancellation of granted shares due to termination of executive employment | | (278,801) |
Cancellation of performance shares | | (52,992) |
Balance on September 30, 2020 | | 2,984,655 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
9. Income and social contribution taxes
a. Deferred income (IRPJ) and social contribution taxes (CSLL)
The Company and its subsidiaries recognize deferred tax assets and liabilities, which are not subject to the statute of limitations, resulting from tax loss carryforwards, negative tax bases, temporary additions, among others. Deferred tax assets are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:
| Parent | | Consolidated |
| 09/30/2020 | | 12/31/2019 | | 09/30/2020 | | 12/31/2019 |
Assets - deferred income and social contribution taxes on: | | | | | | | |
Provision for impairment of assets | - | | - | | 51,900 | | 72,377 |
Provisions for tax, civil, and labor risks | 172 | | - | | 138,115 | | 150,085 |
Provision for post-employment benefits | 1,398 | | - | | 88,893 | | 92,199 |
Provision for differences between cash and accrual basis (i) | - | | - | | 711,208 | | 224,065 |
Goodwill | - | | - | | 6,039 | | 8,161 |
Business combination – tax basis vs. accounting basis of goodwill | - | | - | | 75,707 | | 75,745 |
Provision for asset retirement obligation | - | | - | | 15,355 | | 14,762 |
Provision for suppliers | 928 | | 439 | | 65,503 | | 35,214 |
Provision for profit sharing and bonus | 5,284 | | - | | 46,623 | | 44,818 |
Leases payable | 884 | | - | | 37,174 | | 19,003 |
Change in fair value of subscription warrants | 13,699 | | 16,338 | | 13,699 | | 16,338 |
Other provisions | 94 | | 204 | | 42,085 | | 45,316 |
Tax losses and negative basis for social contribution carryforwards (9.d) | 32,063 | | 24,632 | | 405,440 | | 278,140 |
Total | 54,522 | | 41,613 | | 1,697,741 | | 1,076,223 |
Offset the liability balance of deferred IRPJ and CSLL | (3,956) | | - | | (629,497) | | (422,529) |
Net balance of deferred taxes assets | 50,566 | | 41,613 | | 1,068,244 | | 653,694 |
| | | | | | | |
Liabilities - deferred income and social contribution taxes on: | | | | | | | |
Revaluation of PP&E | - | | - | | 1,799 | | 1,866 |
Leases payable | - | | - | | 2,034 | | 2,356 |
Provision for differences between cash and accrual basis (i) | 877 | | - | | 461,229 | | 257,718 |
Provision for goodwill | - | | - | | 78,978 | | 39,186 |
Business combination – fair value of assets | - | | - | | 112,284 | | 114,125 |
Temporary differences in foreign subsidiary | 3,079 | | - | | 9,371 | | - |
Other provisions | - | | - | | 15,979 | | 14,809 |
Total | 3,956 | | - | | 681,674 | | 430,060 |
Offset the asset balance of deferred IRPJ and CSLL | (3,956) | | - | | (629,497) | | (422,529) |
Net balance of deferred taxes liabilities | - | | - | | 52,177 | | 7,531 |
(i) Refers mainly to the income tax on the exchange variation of the derivate hedging instruments.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
Changes in the net balance of deferred IRPJ and CSLL are as follows:
| Parent | | Consolidated |
| 09/30/2020 | | 09/30/2019 | | 09/30/2020 | | 09/30/2019 |
Initial balance | 41,613 | | 14,034 | | 646,163 | | 504,890 |
Deferred IRPJ and CSLL recognized in income of the period | 8,953 | | 3,109 | | 46,804 | | (90,500) |
Deferred IRPJ and CSLL recognized in other comprehensive income | - | | - | | 305,204 | | 64,310 |
Others | - | | - | | 17,896 | | 3,248 |
Final balance | 50,566 | | 17,143 | | 1,016,067 | | 481,948 |
The estimated recovery of deferred tax assets relating to IRPJ and CSLL is stated as follows:
| Parent | | Consolidated |
Up to 1 year | 19,154 | | 254,651 |
From 1 to 2 years | 12,070 | | 81,529 |
From 2 to 3 years | 2,869 | | 141,760 |
From 3 to 5 years | 5,710 | | 156,334 |
From 5 to 7 years | 8,572 | | 660,802 |
From 7 to 10 years | 6,147 | | 402,665 |
Total of deferred tax assets relating to IRPJ and CSLL | 54,522 | | 1,697,741 |
In order to evaluate the realization of deferred tax assets, the taxable income projections from business plans of each segment of the Company, which indicates trends and perspectives, demand effects, competition and other economic factors that represent the management’s best estimate about the economic conditions existing during the period of realization of the deferred tax asset were taken into account.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
b. Reconciliation of income and social contribution taxes
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
| Parent | | Consolidated |
| 09/30/2020 | | 09/30/2019 | | 09/30/2020 | | 09/30/2019 |
Income (loss) before taxes and share of profit (loss) of subsidiaries, joint ventures, and associates | (45,385) | | 9,800 | | 883,388 | | 1,086,096 |
Statutory tax rates – % | 34 | | 34 | | 34 | | 34 |
Income and social contribution taxes at the statutory tax rates | 15,431 | | (3,332) | | (300,352) | | (369,273) |
Adjustments to the statutory income and social contribution taxes: | | | | | | | |
Nondeductible expenses (i) | (6,657) | | (594) | | (25,991) | | (41,228) |
Nontaxable revenues (ii) | - | | 7,098 | | 22,398 | | 24,568 |
Adjustment to estimated income (iii) | - | | - | | 6,908 | | 8,245 |
Unrecorded deferred income and social contribution taxes carryforwards deferred (iv) | - | | - | | (119,686) | | (64,769) |
Other adjustments | 9 | | (63) | | 3,415 | | 14,374 |
Income and social contribution taxes before tax incentives | 8,783 | | 3,109 | | (413,308) | | (428,083) |
Tax incentives - SUDENE | - | | - | | 56,630 | | 30,891 |
Income and social contribution taxes in the income statement | 8,783 | | 3,109 | | (356,678) | | (397,192) |
| | | | | | | |
Current | (170) | | - | | (403,482) | | (306,692) |
Deferred | 8,953 | | 3,109 | | 46,804 | | (90,500) |
Effective IRPJ and CSLL rates – % | 19.4 | | (31.7) | | 40.4 | | 36.6 |
(i) | Consist of certain expenses that cannot be deducted for tax purposes under applicable tax legislation, such as expenses with fines, donations, gifts, losses of assets, negative effects of foreign subsidiaries and certain provisions. |
(ii) | Consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions. |
(iii) | Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution taxes are calculated on a basis equal to 32% of operating revenues, as opposed to being calculated based on the effective taxable income of these subsidiaries. The adjustment to estimated income represents the difference between the taxation under this alternative method and the income and social contribution taxes that would have been paid based on the effective statutory rate applied to the taxable income of these subsidiaries. |
(iv) | See Note 9.d. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
c. Tax incentives – SUDENE
The following subsidiaries are entitled to federal tax benefits providing for IRPJ reduction under the program for development of northeastern Brazil operated by the Superintendence for the Development of the Northeast (“SUDENE”), as shown below:
Subsidiary | Units | Incentive - % | Expiration |
Bahiana Distribuidora de Gás Ltda. | Mataripe base | 75 | 2024 |
| Caucaia base | 75 | 2025 |
| Juazeiro base | 75 | 2026 |
| Aracaju base | 75 | 2027 |
| Suape base | 75 | 2027 |
| | | |
Terminal Químico de Aratu S.A. – Tequimar | Suape terminal | 75 | 2020 |
| Aratu terminal | 75 | 2022 |
| Itaqui terminal | 75 | 2025 |
| | | |
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. | Camaçari plant | 75 | 2021 |
| | | |
Oxiteno S.A. Indústria e Comércio (1) | Camaçari plant | 75 | 2026 |
| | | |
Empresa Carioca de Produtos Químicos S.A. | Camaçari plant | 75 | 2026 |
(1) The request to transfer the right to reduce the IRPJ to Oxiteno S.A. was submitted to SUDENE and waits decision.
d. Income and social contribution taxes carryforwards
In September 30, 2020, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) of R$ 1,823,039 (R$ 1,268,964 as of December 31, 2019) and negative basis of CSLL of R$ 1,824,789 (R$ 1,270,714 as of December 31, 2019), whose compensations are limited to 30% of taxable income in a given tax year, which do not expire.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
The balances which are constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution base are as follows:
| 09/30/2020 | | 12/31/2019 |
Oxiteno S.A. | 223,061 | | 148,306 |
Extrafarma | 72,318 | | 72,318 |
Ipiranga | 65,388 | | - |
Ultrapar | 33,591 | | 27,051 |
Iconic | 9,020 | | 17,657 |
Abastece Aí | 1,601 | | - |
Tequimar Vila do Conde | 327 | | - |
Ultracargo | 108 | | - |
LIZSPE | 26 | | - |
Cia Ultragaz | - | | 12,808 |
| 405,440 | | 278,140 |
The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution base are as follows:
| 09/30/2020 | | 12/31/2019 |
Extrafarma | 304,604 | | 237,664 |
Millennium | 455 | | 96 |
Integra Frotas | 6,965 | | 4,636 |
| 312,024 | | 242,396 |
In addition, certain foreign subsidiaries have tax loss carryforwards, as shown below, subject to local compensation rules.
| 09/30/2020 | | 12/31/2019 |
| US$ (thousands) | | US$ (thousands) |
Oxiteno USA | 210,882 | | 184,781 |
Oxiteno Uruguai | 8,057 | | 7,444 |
Ultrapar International | 8,487 | | 10,420 |
| 227,426 | | 202,645 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the Parent’s Separate and Consolidated Interim Financial Information
(In thousands of Brazilian Reais, unless otherwise stated)
10. Prepaid expenses
| Parent | | Consolidated |
| 09/30/2020 | | 12/31/2019 | | 09/30/2020 | | 12/31/2019 |
Rents | - | | - | | 37,901 | | 37,106 |
Advertising and publicity | - | | - | | 28,500 | | 24,857 |
Deferred stock plan, net (see Note 8.c) | 2,844 | | - | | 9,871 | | 15,965 |
Insurance premiums | 2,235 | | 327 | | 46,165 | | 61,884 |
Software maintenance | 3,216 | | - | | 21,495 | | 23,216 |
Employee benefits | 538 | | - | | 9,376 | | 3,425 |
IPVA and IPTU | 34 | | - | | 5,288 | | 937 |
Contribution - private pension fund (see Note 20.a) | - | | - | | 40,649 | | - |
Other prepaid expenses | - | | - | | 16,931 | | 13,181 |
| 8,867 | | 327 | | 216,176 | | 180,571 |
| | | | | | | |
Current | 4,450 | | 72 | | 136,357 | | 111,355 |
Non-current | 4,417 | | 255 | | 79,819 | | 69,216 |
11. Contractual assets with customers – exclusive rights (Consolidated)
Refers to exclusive rights disbursements of Ipiranga’s agreements with reseller service stations and major consumers that are recognized at the time of their occurrence and recognized as a reduction of the revenue from sales and services in the statement of profit or loss according to the conditions established in the agreement (amortization in weighted average term of five years), being reviewed as changes occur under the terms of the agreements.
Balance and changes are shown below:
Balance as of December 31, 2019 | | 1,465,989 |
Additions | | 436,725 |
Amortization | | (224,441) |
Transfer | | (13,695) |
Balance as of September 30, 2020 | | 1,664,578 |
| | |
Current | | 481,130 |
Non-current | | 1,183,448 |
| | |
Balance as of December 31, 2018 | | 1,518,477 |
Additions | | 231,737 |
Amortization | | (273,383) |
Transfer | | (17,717) |
Balance as of September 30, 2019 | | 1,459,114 |
| | |
Current | | 481,498 |
Non-current | | 977,616 |

São Paulo, November 4, 2020 – Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), a company engaged in the Oil & Gas sector through Ipiranga, Ultragaz and Ultracargo, specialty chemicals through Oxiteno and retail pharmacy with Extrafarma, today announces its results for the third quarter 2020.
Net revenues | Adjusted EBITDA | Net income |
R$ 21 billion | R$ 1,038 million | R$ 277 million |
| | |
Investments | Cash flow from operations – 9M20 | Market cap |
R$ 313 million | R$ 2.6 billion | R$ 21 billion |
Highlights
In this quarter, Ultrapar reported EBITDA growth both in relation to the third quarter of 2019 and to the second quarter of 2020, confirming our expectations that the worst moment of the crisis is behind. Our emergency measures and quick response to the first effects of the crisis, combined with initiatives taken to support our value chain, proved effective in maintaining our activities operational, ensuring the delivery of essential services to the population, and preserving the health of our employees.
At Ipiranga, our business most affected by the pandemic, we saw a gradual evolution in sales volumes of fuel during the quarter, as well as an improvement in the operating environment, which contributed to a significant recovery in the results compared to 2Q20. Extrafarma was able to reopen stores in shopping malls, contributing to increased revenues and dilution of costs. Ultragaz posted a recovery in sales volume in the bulk segment, driven by the resumption in industrial activities, while sales to the bottled segment remained resilient and gradually reverting to pre-pandemic levels. Oxiteno reported a similar trend: sales volume recovering for the automotive and coatings segments, while it maintained volume growth for the home and personal care segment. Just as in the second quarter, Ultracargo registered increased product handling and m³ sold compared to the previous quarter.
We maintained a disciplined control over costs and expenses for cash preservation purposes at all our businesses, in addition to selectivity in capital allocation. With this, we saw one more quarter of strong operating cash generation with a reduction in our leverage, reinforcing our commitment to financial soundness and demonstrating the resilience of our portfolio.
As from this quarter, we are including an update section on environmental, social and governance (ESG) themes in this earnings release to share the progress and achievements of Ultrapar and its businesses on these topics, enhancing transparency and fostering the dialog with our stakeholders.

3rd QUARTER 2020 |  |
Considerations on the financial and operational information |
The financial information presented in this document has been prepared according to International Financial Reporting Standards (IFRS). The financial information of Ultrapar corresponds to the Company’s consolidated information. The information on Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma is reported without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information presented in this document is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct sum of the amounts that precede them.
We emphasize that all the financial information shown in this document includes the adoption of the IFRS 16 norm and the segregation of certain expenses pertaining to the Holding.
Information denominated EBITDA – Earnings Before Interest, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization; Adjusted EBITDA – adjusted for amortization of contractual assets with customers – exclusive rights and cash flow hedge of the bonds; and EBIT – Earnings Before Interest and Taxes on Income and Social Contribution on Net Income are presented in accordance with Instruction 527, issued by the Brazilian Securities and Exchange Commission - CVM on October 4, 2012. The calculation of EBITDA based on net earnings is shown below:
| | Quarter | | Semester |
|
R$ million | | 3Q20 | | 3Q19 | | 2Q20 | | 9M20 | | 9M19 |
|
Net income | | 277.3 | | 307.3 | | 50.0 | | 496.2 | | 670.6 |
|
(+) Income and social contribution taxes | | 163.4 | | 140.3 | | 56.2 | | 356.7 | | 397.2 |
|
(+) Financial (income) expenses, net | | 157.9 | | 163.4 | | 80.3 | | 405.8 | | 254.7 |
|
(+) Depreciation and amortization | | 323.4 | | 272.7 | | 313.4 | | 940.5 | | 842.8 |
|
EBITDA | | 921.9 | | 883.8 | | 500.0 | | 2,199.2 | | 2,165.4 |
|
Adjustments | | | | | | | | | | |
|
(+) Amortization of contractual assets with customers - exclusive rights (Ipiranga and Ultragaz) | | 73.6 | | 95.6 | | 68.0 | | 224.4 | | 273.4 |
|
(+) Cash flow hedge from bonds | | 42.9 | | - | | 43.1 | | 105.6 | | - |
|
Adjusted EBITDA | | 1,038.3 | | 979.3 | | 611.0 | | 2,529.2 | | 2,438.8 |
|
Non-recurring items | | | | | | | | | | |
|
(+) TAC in Ultracargo | | - | | 13.0 | | - | | - | | 65.5 |
|
(+) Tax credits in Oxiteno | | - | | - | | - | | (70.9) | | - |
|
(+) Tax credits in Ultracargo | | - | | - | | (11.7) | | (11.7) | | - |
|
Adjusted EBITDA ex-non-recurring items | | 1,038.3 | | 992.3 | | 599.3 | | 2,446.6 | | 2,504.3 |
|
3rd QUARTER 2020 |  |
| 3Q20 | 3Q19 | 2Q20 | Δ | Δ | 9M20 | 9M19 | Δ |
3Q20 v 3Q19 | 3Q20 v 2Q20 | 9M20 v 9M19 |
Total volume (000 tons) | 453 | 458 | 432 | (1%) | 5% | 1,307 | 1,274 | 3% |
Bottled | 309 | 315 | 313 | (2%) | (1%) | 909 | 874 | 4% |
Bulk | 144 | 143 | 120 | 1% | 20% | 398 | 400 | (1%) |
EBITDA (R$ million) | 222 | 187 | 206 | 18% | 8% | 575 | 419 | 37% |
Operational performance – Sales volume at Ultragaz in 3Q20 fell by 1% compared to 3Q19, mainly due to the reduction of 2% in sales to the bottled segment, reflecting lower sales volume to the Southeast region. In the bulk segment, volumes were up by 1%, driven largely by the increase in sales to industries and special gases (propellant), although partially offset by lower demand from commercial and service segments in connection with the pandemic. Compared to 2Q20, sales volume grew by 5%, due to the sales recovery in the bulk segment.
Net revenues – Total of R$ 1,955 million (+3%), mainly due to LPG costs readjustments by Petrobras. Compared to 2Q20, net revenues grew 13% for the same reason mentioned above and due to increased sales volume.
Cost of goods sold – Total of R$ 1,637 million (+2%), largely due to price readjustments of LPG by Petrobras and increases in freight costs, despite lower sales volume, due to the need to source LPG from more distant supply bases. Compared to 2Q20, cost of goods sold increased by 13%, driven by LPG price readjustments and greater sales volume.
Sales, general and administrative expenses – Total of R$ 159 million, stable compared to 3Q19. There was an increase in variable compensation, in line with the earnings progression, and in consultancies for operational efficiency gains. However, these factors were compensated by initiatives implemented for controlling expenses and effects of the pandemic. In relation to 2Q20, sales, general and administrative expenses grew by 16%, reflecting seasonal increases in freight expenditures, higher provisioning for variable compensation and increased expenses with consultancies.
EBITDA – Total of R$ 222 million (+18%), a record quarterly result for Ultragaz, mainly due to the better sales mix and improved operational efficiency. Compared to 2Q20, there was an increase of 8%, due to stronger sales volume, partially offset by higher expenses.
Investments – Ultragaz invested R$ 68 million, allocated largely to the replacement and acquisition of gas bottles, in the setting up of new clients in the bulk segment and operational safety.
3rd QUARTER 2020 |  |
| 3Q20 | 3Q19 | 2Q20 | Δ | Δ | 9M20 | 9M19 | Δ |
3Q20 v 3Q19 | 3Q20 v 2Q20 | 9M20 v 9M19 |
Installed capacity¹ (000 m³) | 838 | 753 | 832 | 11% | 1% | 831 | 717 | 16% |
m³ sold (000 m³) | 3,062 | 2,676 | 2,963 | 14% | 3% | 9,174 | 7,819 | 17% |
EBITDA ex-non-recurring items² (R$ million) | 78 | 58 | 80 | 35% | (2%) | 249 | 177 | 41% |
EBITDA (R$ million) | 78 | 45 | 92 | 74% | (14%) | 261 | 111 | 134% |
1Monthly average
² Excluding the effect of the TAC in 2Q19 and 3Q19 and tax credits in 2Q20
Operational performance – Ultracargo’s average installed capacity increased 11% compared to 3Q19, due to the expanded tankage capacity at the terminals in Santos and Itaqui over the last twelve months. Consequently, m³ sold grew by 14%, with greater fuel handling operations and a higher number of spot operations. Compared to 2Q20, there was a 3% increase in m³ sold, mainly due to greater fuel handling activities at the terminals in Itaqui and Suape.
Net revenues – Total of R$ 160 million in 3Q20 (+18%), driven by increased fuel handling, contractual readjustments, new agreements and spot operations. In relation to 2Q20, net revenues were up 3%, due to increased fuel handling at the Itaqui and Suape terminals, partially offset by reduced sales at the Aratu terminal.
Cost of services provided – Total of R$ 68 million (-1%), due to lower maintenance and payroll costs, attenuated by increased costs with insurance policies, which have also increased in scope. The cost of services provided per m³ sold posted a reduction of 13%, an even greater improvement in productivity than that recorded in the last quarter. Compared to 2Q20, the cost of services provided was up by 4%, mainly due to higher expenditure with insurance policies and indemnities, but in line when related to m³ sold.
Sales, general and administrative expenses – Total of R$ 35 million (+9%), due to increased payroll expenses and to information systems for reinforcing Ultracargo’s technological platform. In relation to 2Q20, the increase was 22%, a result of higher expenses with information systems, payroll and consultancy.
Other operating results – An improvement of R$ 9 million compared to 3Q19, mainly due to the additional amount of R$ 13 million complementary to the Conduct Adjustment Agreement (“TAC”) booked in 3Q19. Compared to 2Q20, there was a decrease of R$ 11 million, due to non-recurring PIS/Cofins tax credits reported in the previous quarter.
EBITDA – Total of R$ 78 million. Excluding the effect of the TAC in 3Q19, Ultracargo posted an increase of 35%, as a result of increased handling of products enabled by the expanded capacity and to efficiency gains at the terminals, as well as contractual readjustments and improved productivity. In relation to 2Q20, excluding the non-recurring effect of the PIS/Cofins tax credits, EBITDA was 2% lower, mainly due to an increase in expenses.
Investments – Ultracargo recorded investments in the period of R$ 70 million, mainly allocated to the beginning of the construction of the new Vila do Conde terminal (state of Pará), the acquisition of land in Santos and expansion at the Itaqui terminal.
3rd QUARTER 2020 |  |
| 3Q20 | 3Q19 | 2Q20 | Δ | Δ | 9M20 | 9M19 | Δ |
3Q20 v 3Q19 | 3Q20 v 2Q20 | 9M20 v 9M19 |
Average exchange rate (R$/US$) | 5.38 | 3.97 | 5.39 | 35% | 0% | 5.08 | 3.89 | 31% |
Total volume (000 tons) | 202 | 195 | 166 | 4% | 22% | 549 | 559 | (2%) |
Commodities | 37 | 42 | 28 | (13%) | 33% | 97 | 112 | (14%) |
Specialty chemicals/others | 166 | 153 | 139 | 8% | 19% | 453 | 447 | 1% |
Sales in Brazil | 143 | 147 | 111 | (3%) | 29% | 381 | 403 | (5%) |
International sales | 60 | 49 | 56 | 23% | 7% | 169 | 156 | 8% |
EBITDA ex-non-recurring¹ (R$ million) | 169 | 80 | 162 | 110% | 5% | 452 | 165 | 174% |
EBITDA (R$ million) | 169 | 80 | 162 | 110% | 5% | 523 | 165 | 217% |
¹Excluding tax credits in 1Q20
Operational performance – Specialty chemicals volume grew 8% compared to 3Q19, boosted by robust sales in the home and personal care segment in the domestic market, a trend seen since 2Q20, by an increase of sales from the United States plant (+41%) and by higher exports. Commodity volumes decreased 13%, due to lower market demand. In relation to 2Q20, total volume rose by 22%, mainly following a recovery of sales in the automotive fluids and coatings segments.
Net revenues – Total of R$ 1,425 million (+27%), due to an average devaluation of 35% of the Real (R$ 1.41/US$) and an increase in sales volume, offset by the reduction of 7% in average prices in dollars. Compared to 2Q20, net revenues increased by 19%, as a result of greater sales volume and despite the reduction of 3% in average prices in dollars.
Cost of goods sold – Total of R$ 1,152 million (+27%), due to an average devaluation of 35% of the Real (R$ 1.41/US$) and increased sales volume, partially offset by the reduction of 10% in the cost of goods sold in dollars per ton. In relation to 2Q20, the cost of goods sold was up by 18%, a result of higher sales volume, partially offset by the reduction of 3% in the cost of goods sold in dollars per ton.
Sales, general and administrative expenses – Total of R$ 219 million (+20%), due to the foreign exchange translation effect of the international units, besides increased freight expenses (due to greater sales volume, exports and storage) and variable compensation, in line with the earnings progression. Compared to 2Q20, sales, general and administrative expenses were up by 22%, for the same reasons described previously, in addition to the effects of the initiatives to contain expenses adopted in the second quarter 2020.
EBITDA – Total of R$ 169 million (+110%), in light of increased sales volume, the ramp up of the plant in the United States and the 35% devaluation of the average Real (R$ 1.41/US$), partially offset by the increase in expenses. In relation to 2Q20, EBITDA was 5% higher, due to greater sales volume, despite the lower unitary margin in dollars per ton.
Investments – Investments in the period were R$ 39 million, mainly spent in maintenance CAPEX, operational continuity and safety at the manufacturing units.
3rd QUARTER 2020 |  |
| 3Q20 | 3Q19 | 2Q20 | Δ | Δ | 9M20 | 9M19 | Δ |
3Q20 v 3Q19 | 3Q20 v 2Q20 | 9M20 v 9M19 |
Total volume (000 m³) | 5,530 | 6,185 | 4,626 | (11%) | 20% | 15,646 | 17,382 | (10%) |
Diesel | 2,999 | 3,167 | 2,582 | (5%) | 16% | 8,303 | 8,628 | (4%) |
Otto cycle | 2,421 | 2,903 | 1,958 | (17%) | 24% | 7,048 | 8,434 | (16%) |
Others¹ | 110 | 115 | 86 | (5%) | 28% | 295 | 319 | (8%) |
EBITDA (R$ million) | 566 | 679 | 179 | (17%) | 217% | 1,224 | 1,787 | (31%) |
¹ Fuel oils, arla 32, kerosene, lubricants and greases
Operational performance – Ipiranga reported a reduction of 11% in sales volume in relation to 3Q19, due to the major impact of the pandemic on fuel consumption in Brazil since the end of March. Otto cycle was the most affected segment and registered a 17% reduction in volume in the quarter, while diesel volume was down by 5%. Despite the decrease compared to the previous year, Ipiranga posted a 20% improvement in volumes compared to 2Q20, with the Otto cycle recovering by 24% and diesel by 16%, thanks to a gradual improvement in demand over the months.
Net revenues – Total of R$ 16,767 million (-14%), mainly due to lower sales volume. In relation to 2Q20, net revenues grew by 36%, reflecting the gradual recovery in volume and price readjustments by Petrobras.
Cost of goods sold – Total of R$ 15,956 million (-15%), largely due to lower sales volume. Compared to 2Q20, there was an increase of 33%, due to the increase in sales volume and the price readjustments by Petrobras.
Sales, general and administrative expenses – Total of R$ 407 million (-12%), mainly reflecting the reduction in expenses with payroll, freight (lower sales volume) and the reversal of provisions for doubtful accounts. Compared to 2Q20, there was an increase of 12% in sales, general and administrative expenses, due to higher freight expenses (greater sales volumes) and the recovery of recurring levels for some of the expenses reduced in the previous quarter.
Other operating results – Total of a negative R$ 46 million, a reduction of R$ 91 million compared to the same period of 2019, due to the cost relative to the RenovaBio program of R$ 66 million in 3Q20 and non-recurring PIS/Cofins tax credits of R$ 32 million in 3Q19.
Disposal of property – Total of R$ 13 million, due to the sale of real estate properties in the period.
EBITDA – Total of R$ 566 million (-17%), in light of lower sales volume and other operating results, partially offset by the reduction in expenses. Compared to 2Q20, there was an increase of 217%, driven by a gradual recovery in volume and an improvement in margins.
Investments – Ipiranga invested R$ 109 million in the expansion and maintenance of the service stations and franchise networks and in the company’s logistics infrastructure. Out of the total investments, R$ 36 million was expended on plant, property and equipment and additions to intangible assets, R$ 60 million on contractual assets with clients (exclusivity rights) and R$ 13 million in the form of drawdowns of financing to clients and advanced payments of rentals, net of receipts. Ipiranga ended 3Q20 with 7,107 service stations, practically in line with the number in 2Q20.
AmPm – As from 2019, a comprehensive project for reviewing the AmPm’s business and management model has begun. The first stage involved the revision of the physical store with a new layout to provide the consumer with a more fluid and intuitive experience and a larger area for consuming products instore, in an even more pleasant ambience. In addition, AmPm created a digital section in the Abastece Aí application, as well as proprietary solutions via WhatsApp and QR Code and developed partnerships with the leading delivery platforms.
The second stage of the project involved the revision of brand positioning, exploring proximity marketing concepts and new habits of consumption, combined with a review of the product mix, expanding the offer of food service (bakeries and ready-to-eat meals), groceries and home and personal care products.
Early findings of this new model have been promising, with higher sales and better margins. To ensure the feasibility of implementing the rollout of the new model, a careful revision of those stores remaining under the AmPm brand name has been undertaken based on aspects as size, location and profitability. Under this revision AmPm identified 486 stores not suitable to the new business model. In addition, 81 stores ceased its activities during the pandemic. Therefore, the AmPm network ended 3Q20 with 1,778 units.
3rd QUARTER 2020 |  |
| 3Q20 | 3Q19 | 2Q20 | Δ | Δ | 9M20 | 9M19 | Δ |
3Q20 v 3Q19 | 3Q20 v 2Q20 | 9M20 v 9M19 |
Drugstores (end of period) | 408 | 423 | 410 | (4%) | 0% | 408 | 423 | (4%) |
% mature stores (+3 years) | 68% | 51% | 62% | 16.6 p.p. | 5.2 p.p. | 68% | 51% | 16.6 p.p. |
Gross revenues (R$ million) | 523 | 541 | 515 | (3%) | 2% | 1,558 | 1,646 | (5%) |
EBITDA (R$ million) | 28 | 18 | 14 | 52% | 103% | 50 | 38 | 34% |
Operational performance – Extrafarma ended 3Q20 with 408 stores, 8 store openings and 23 closures in the past twelve months, a reduction of 4% in its network, and the result of greater selectivity in expansion and a more rigorous approach to underperforming stores. Over the course of 3Q20, the stores located in shopping malls resumed operations, although with limitations on opening hours and with customer flow still below pre-pandemic levels. At the end of 3Q20, stores still ramping-up (with up to three years of operations) represented 32% of the network.
Gross revenues – Total of R$ 523 million (-3%), due to the lower number of stores (-4%) and reduced customer flow in stores based in shopping malls, attenuated by higher same-store-sales excluding stores located in malls (+3%), driven by the annual readjustment in medicine prices and by expanded sales through digital channels. In relation to 2Q20, gross revenues registered a growth of 2%, due to the gradual resumption of mall-based store operations during the pandemic.
Cost of goods sold and gross profit – The cost of goods sold totaled R$ 345 million (-5%) due to lower sales. Gross profit reached R$ 147 million (-2%), equivalent to a gross margin of 28.2%, 0.3 p.p. higher than 3Q19, mainly due to the improvement in retail margins, helped by the postponement of the annual readjustment in medicine prices from April to June, and the lower share of sales in the wholesale segment, where margins are lower. Compared to 2Q20, the cost of goods sold increased by 1%, reflecting the recovery in sales, while gross profit rose by 4%, mainly due to the annual readjustment in medicine prices.
Sales, general and administrative expenses – Total of R$ 159 million (-14%) due to the lower number of stores, expense reduction initiatives, productivity gains and logistics optimization. Compared to the preceding quarter, sales, general and administrative expenses decreased by 3%, resulting from lower payroll expenses.
Other operating results – Reduction of R$ 15 million in relation to 3Q19, mainly due to extraordinary credits from PIS/COFINS taxes and from social security contributions registered in 3Q19.
EBITDA – Total of R$ 28 million (+52%), despite the decline of 3% in sales and extraordinary tax credits in 3Q19. This growth is a consequence of (i) the closure of underperforming stores and higher profitability from the existing network, (ii) initiatives to increase productivity and reduce expenses and (iii) improved margins. Compared to 2Q20, the growth was 103%, mainly reflecting a recovery in sales, the annual readjustment in medicine prices and measures taken to reduce expenses and increase productivity.
Investments – In 3Q20, Extrafarma invested R$ 10 million, largely in the construction of the distribution center in the state of Maranhão, scheduled to be concluded at the end of 2020, in IT and store maintenance.
3rd QUARTER 2020 |  |
Amounts in R$ million | 3Q20 | 3Q19 | 2Q20 | Δ | Δ | 9M20 | 9M19 | Δ |
3Q20 v 3Q19 | 3Q20 v 2Q20 | 9M20 v 9M19 |
Net revenues | 20,762 | 23,203 | 15,876 | (11%) | 31% | 58,025 | 65,635 | (12%) |
Net income | 277 | 307 | 50 | (10%) | n/a | 496 | 671 | (26%) |
Earnings per share attributable to shareholders² | 0.24 | 0.27 | 0.04 | (11%) | n/a | 0.43 | 0.59 | (27%) |
EBITDA ex-non-recurring¹ | 1,038 | 992 | 599 | 5% | 73% | 2,447 | 2,504 | (2%) |
Adjusted EBITDA | 1,038 | 979 | 611 | 6% | 70% | 2,529 | 2,439 | 4% |
Investments | 313 | 472 | 361 | (34%) | (13%) | 1,024 | 1,076 | (5%) |
Operating cash flow | 828 | 922 | 871 | (10%) | (5%) | 2,630 | 2,449 | 7% |
¹ Excludes the effect of the TAC of Ultracargo in 2Q19 and 3Q19, tax credits at Oxiteno in 1Q20 and at tax credits at Ultracargo in 2Q20
² Calculated in Reais based on the weighted average number of shares over the period, net of shares held as treasury
Net revenues – Total of R$ 20,762 million (-11%), mainly due to the decrease in net revenues at Ipiranga impacted by the pandemic. In relation to 2Q20, net revenues increased by 31%, due to higher sales at all the businesses.
Adjusted EBITDA – Total of R$ 1,038 million (+6%), due to EBITDA growth at Oxiteno, Ultragaz, Ultracargo and Extrafarma. Compared to 2Q20, there was an increase of 70%, principally due to the recovery in results at Ipiranga.
Depreciation and amortization3 – Total of R$ 397 million (+8%), the result of greater amortization of software, vehicles and investments executed over the past twelve months. In relation to 2Q20, total costs and expenses with depreciation and amortization increased 4%, due to increased amortization of contractual assets with clients at Ipiranga and vehicles.
Financial result – Ultrapar recorded a net financial expense of R$ 158 million in 3Q20, a slight improvement of R$ 6 million in relation to 3Q19, mainly due to the decrease in interest rates, in spite of higher net debt, greater carrying costs of the gross debt and the concentration of expenses with the mark to market of interest rates. Compared to 2Q20, there was an increase of 97%, due to higher interest expenses on debt, as mentioned above, and to a worsening result of exchange rate variation quarter on quarter.
Net income – Total of R$ 277 million (-10%), as a result of higher costs and expenses with depreciation and amortization and income tax, as well as the negative result of the cash flow hedge from bonds in 3Q20. In relation to 2Q20, net income registered an increase of R$ 227 million, due to the EBITDA growth, partially offset by an increase in financial expenses.
Cash flow from operational activities – Cash generation of R$ 2,630 million in 9M20 compared to R$ 2,449 million in 9M19, mainly due to greater divestment in working capital and to the increased EBITDA in the period.
Results from the Holding, affiliates and abastece aí – In addition to the five principal businesses, Ultrapar recorded a negative impact on its EBITDA of R$ 25 million, comprised of (i) R$ 20 million of the Holding’s expenses and (ii) R$ 6 million of negative EBITDA from abastece aí (new digital payment business), due to payroll and technology expenses for the structuring and growth of the business, partially offset by (iii) R$ 2 million of positive EBITDA with affiliates.
³ Includes amortization of contractual assets with clients – exclusive rights
3rd QUARTER 2020 |  |
Oxiteno became a company member of UN’s Global Compact (Ultragaz and Ipiranga were already signatories), an initiative aligned with its Strategic Sustainability Plan of 2030, based on eight pillars that balance economic prosperity, environmental protection and attendance of the society needs. Another achievement of Oxiteno this quarter was to become the first Brazilian chemical company to establish a partnership with EcoVadis, a global leader player in sustainability assessment, aiming to boost sustainable practices along its entire supply chain.
In August, Ipiranga launched its new Sustainability Policy aligned with the principles established by the UN’s Global Compact and Sustainable Development Goals (SDGs). The policy includes new strategic guidelines for sustainability with orientation for acting in material themes such as urban mobility, climate change and ecoefficiency, aiming to generate and protect the value of the business over the long term, applied along its entire value chain. The preparation of the policy arose from a materiality assessment carried out by Ipiranga in 2019 with its stakeholders and the inhouse launch was accompanied by a new visual identity, as well as online events promoted by Ipiranga’s executives and think-tanks in the sector. The policy is available for consultation on Company’s Investor Relations website.
In addition, Ipiranga established a partnership with GDSolar for building and operating five solar energy/photovoltaic power plants to reduce electricity costs in its service stations and franchises and increase the share of renewable energy sources in its energy matrix. The forecast is to generate more than 50 thousand MWh/year from April 2021, sufficient energy to supply approximately 300 service stations with savings of up to 15% in cost of electric energy, totaling an economy of more than R$ 70 million annually in the participating network.
As from September, the Company’s Board of Directors is composed of eleven members with the election of Alexandre Saigh, cofounder and a member of the Executive Committee of Pátria Investimentos. Saigh has a vast experience in portfolio management, infrastructure and capital allocation, themes which are on Ultrapar’s strategic agenda.
In the same month, the Board of Directors elected Rodrigo Pizzinatto as Chief Financial and Investor Relations Officer. Rodrigo Pizzinatto has had a long career of 21 years in the Ultra Group, where he started as an intern, working in several financial areas such as Treasury, M&A, Corporate Planning and IR. In the past years he has been a member of the Executive Board of Extrafarma, where he held the position of Chief Executive Officer between June 2018 and October 2020.
In October, Marcelo Bazzali was elected as Chief Executive Officer of Extrafarma. Bazzali built a solid career of over 25 years in retail, including leadership positions in operations, marketing, commercial, e-commerce and business management in Grupo Pão de Açúcar.
3rd QUARTER 2020 |  |
Ultrapar’s combined average daily trading volume on B3 and NYSE totaled R$ 169 million/day in 3Q20 (+19% YoY). Ultrapar’s shares closed the quarter quoted at R$ 19.27 on B3, an appreciation of 5% in the quarter, while the Ibovespa stock index remained stable over the same period. In NYSE, Ultrapar’s shares posted an appreciation of 1% in 3Q20, while the Dow Jones stock index registered growth of 8%. Ultrapar closed 3Q20 with a market cap of R$ 21 billion.
Capital markets | 3Q20 | 3Q19 | 2Q20 | 9M20 | 9M19 |
Number of shares (000) | 1,115,006 | 1,112,810 | 1,114,919 | 1,115,006 | 1,112,810 |
Market capitalization¹ (R$ million) | 21,486 | 20,576 | 20,492 | 21,486 | 20,576 |
B3 | | | | | |
Average daily trading volume (000 shares) | 7,415 | 6,562 | 9,136 | 8,793 | 5,723 |
Average daily trading volume (R$ 000) | 149,324 | 121,997 | 141,452 | 158,259 | 124,301 |
Average share price (R$/share) | 20.14 | 18.59 | 15.48 | 18.00 | 21.72 |
NYSE | | | | | |
Quantity of ADRs² (000 ADRs) | 47,480 | 46,518 | 47,480 | 47,480 | 46,518 |
Average daily trading volume (000 ADRs) | 958 | 1,051 | 1,494 | 1,458 | 1,236 |
Average daily trading volume (US$ 000) | 3,594 | 4,887 | 4,341 | 5,639 | 7,286 |
Average share price (US$/ADRs) | 3.76 | 4.65 | 2.91 | 3.88 | 5.90 |
Total | | | | | |
Average daily trading volume (000 shares) | 8,373 | 7,612 | 10,630 | 10,251 | 6,958 |
Average daily trading volume (R$ 000) | 168,661 | 141,380 | 164,769 | 185,681 | 152,387 |
¹ Calculated based on the closing share price for the period
² 1 ADR = 1 common share
Performance UGPA3 x Ibovespa – 3Q20
(Jun 30, 2020 = 100)


3rd QUARTER 2020 |  |
Ultrapar consolidated | 3Q20 | 2Q20 | 3Q19 |
Gross debt | (18,756) | (17,764) | (15,069) |
Cash and cash equivalents | 9,798 | 8,448 | 6,439 |
Net debt (ex-IFRS 16) | (8,958) | (9,317) | (8,631) |
Leases payable | (1,832) | (1,775) | (1,568) |
Net debt | (10,790) | (11,092) | (10,199) |
Net debt/LTM Adjusted EBITDA¹ (ex-IFRS 16) | 2.9x | 3.1x | 2.7x |
Net debt/LTM Adjusted EBITDA¹ | 3.1x | 3.2x | n/a |
Average cost of debt | 193% DI | 141% DI | 99% DI |
DI + 1.9% | DI + 1.2% | DI - 0.0% |
Average cash yield (% DI) | 68% | 87% | 94% |
Duration (years) | 4.8 | 4.4 | 5.0 |
¹ LTM Adjusted EBITDA excludes the impairment of Extrafarma of R$ 593 million in 2Q20 and in 3Q20
Ultrapar ended 3Q20 with net financial debt of R$ 9.0 billion, comprised of a gross debt of R$ 18.8 billion and a cash position of R$ 9.8 billion. The effect of exchange rate variation on the net debt for the portion of the notes designated for hedge accounting was R$ 93 million in 3Q20. Considering leases payable (IFRS 16) of R$ 1.8 billion, the Company’s total net debt was R$ 10.8 billion (3.1x LTM Adjusted EBITDA) compared to R$ 11.1 billion on June 30, 2020 (3.2x LTM Adjusted EBITDA), mainly due to the improvement in EBITDA.
Maturity profile and debt breakdown:


3rd QUARTER 2020 |  |
Ultrapar will host a conference call for analysts and investors on November 5, 2020 to comment on the Company’s performance in the third quarter of 2020 and its outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.
The conference call will be transmitted via WEBCAST and held in Portuguese with simultaneous translation into English. The link for access will be available at ri.ultra.com.br. Please connect 15 minutes in advance.
Conference call in Portuguese with simultaneous translation into English
Time: 11:00 a.m. (BRT) / 9:00 a.m. (EST)
Participants in Brazil: +55 (11) 3181-8565 (HD Web Phone) or +55 (11) 4118-4632
Code: Ultrapar – in Portuguese
Replay: +55 (11) 3193-1012 (available for seven days)
Code: 0785935#
International Participants: +1 (844) 204-8942 (HD Web Phone) or +1 (412) 717-9627
Code: Ultrapar – in English
Replay: +55 (11) 3193-1012 (available for seven days)
Code: 9792937#
shareholder or group of shareholders, as set forth in Law 6404/76 and the Bylaws.4
4.6 At the date the Shareholders' Meeting for electing the members of the Board of Directors is called, the Board shall make available at the Company’s headquarters a statement signed by each of the members of the slate of candidates nominated by it, containing: (a) their full identification; (b) a complete description of their professional experience, describing the professional activities previously performed, as well as their professional and academic qualifications; and (c) information about disciplinary and judicial proceedings for which a final judgment was rendered and in which any such members have been convicted, as well as inform, if the case may be, the existence of events of limitations or conflict of interest provided for in Article 147, Paragraph 3 of Law no. 6,404/76.5
4.7. Whenever there are Shareholders' Meeting for election of directors, the Board shall include, in the respective proposal of the management, its expression including: (i) confirmation of the adhesion of each candidate to the position of member of the Board to this Policy; and (ii) the reasons, in accordance with the provisions of the Novo Mercado Listing Regulation and the declaration of independence submitted by the candidate, by which the qualification of each applicant as independent director is verified.6
4.8. Pursuant to the Bylaws, the shareholders or group of shareholders desiring to propose another slate of candidates to be elected to the Board of Directors shall, at least five (5) days prior the date of the Shareholders' Meeting, send to the Board statements individually signed by the candidates nominated by them, containing the information mentioned in item 4.7 above; the Board of Directors shall immediately disclose such information, by notice posted on the Company’s internet website and sent by electronic means to the CVM and the B3 notifying them that the documents with respect to the other slate of candidates are available to the shareholders at the Company’s headquarters.7
4 As set forth in article 20, paragraph 1, of the Bylaws.
5 As set forth in article 20, paragraph 2, of the Bylaws.
6 As set forth in article 15 of the Board of Directors’ Internal Regulation.
7 As set forth in article 20, Paragraph 3, of the Bylaws.
4.8.1 The Board of Directors shall confirm whether the requirements set forth in items 4.2, 4.3 and 4.8 of this Policy have been complied and, in the case, the names of the candidates shall be voted at the Shareholders' Meeting.
4.9 The other rules on the appointment, election, vacancy and replacements shall comply with the provisions set forth in the Bylaws, Board of Directors’ Internal Bylaws and applicable legislation in force.
A. Composition Criteria
5.1 Under the terms of the Company’s Bylaws, the Executive Officers Board shall be composed of up to eight (8) Officers, shareholders or not, resident in Brazil, elected by the Board of Directors, without specific designation, except for the Chief Executive Officer and the Investor Relations Officer, which duties are described in the Bylaws.8
5.2. The Officers’ term of office shall be 2 (two) years, with reelection permitted, and shall continue until each successor is elected.9
5.3 The Board of Directors shall appoint for executive positions professionals who are able to combine the interests of the Company, shareholders, managers and employees, in addition to the Company’s social and environmental responsibility, based on the principles of lawfulness and ethics.
5.4 The Executive Officers Board’s members shall be appointed in conformity with the following criteria, without prejudice to the legal and regulatory requirements and the provisions set forth in the Bylaws:
| (i) | do not hold any position in the Company’s Board of Directors; |
8 As set forth in article 31 of the Bylaws.
9 As set forth in article 31, sole paragraph, of the Bylaws.
| 
|
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| (ii) | comply with the values and culture of the Company and the Company’s Code of Ethics; |
| (iii) | have well-regarded reputation, as set forth in article 147, paragraph 3, of Law 6404/76; |
| (iv) | have educational qualification compatible with the Officer’s duties; |
| (v) | have professional experience compatible with the Officer’s duties; |
| (vi) | do not be a party to any final decision, ruled by CVM, which had suspended, disqualified or designated the member as non-eligible to the Company’s management position, as provided for in article 147, paragraph 2, of Law 6404/76; |
| (vii) | do not be prohibited, by specific law, or be convicted for bankruptcy crime, improper administration, active or passive corruption, embezzlement, crime against popular economy, public faith, public property or national financial system, or crime that prohibits the access to governmental positions, as provided for in article 147, paragraph 1, of Law 6404/76; and |
| (viii) | do not have any conflict of interest with the Company and its subsidiaries or associated companies, as set forth in article 147, paragraph 3, of Law 6404/76. |
5.5 The proposed reelection of the Executive Officers Board’s members shall take into account the results from the assessments conducted during the exercise of the activities.
B. Nomination Procedure
5.6 The appointment of the Executive Board’s members, including the Chief Executive Officer, shall be approved by the Board of Directors, supported by the People Committee.
5.7 The performance of the requirements set forth in items 5.4 and 5.5 of this Policy shall be verified by the People Committee and, if complied indeed, the name of the candidate shall be voted at the Board of Directors’ meeting and the election, shall be conducted as set forth in the applicable legislation in force.
5.8 The contracting of the Company’s and its subsidiaries’ non-statutory Officers shall also comply with the criteria set forth in items 2.3 and 5.4 of this Policy.
A. Composition Criteria
6.1 The Board of Directors shall have mandatorily the following advisory committees:
a) Audit and Risk Committee;
b) People Committee; and
c) Strategy Committee.
6.1.1. The Board of Directors may establish additional advisory committees[10], in conformity with the appointment criteria established in this Policy, including the definition of the guidelines and duties upon installation and indication of the respective members thereof.
6.2 The composition of the Committees, including the term of office of its members, shall comply with the provisions set forth in the Bylaws, applicable legislation in force and respective Internal Bylaws, in addition to the principles and criteria provided for in items 2.2 and 2.3 of this Policy.
6.3 The proposed reelection of the Committees’ members shall take into account the results from the assessments conducted during the previous terms of office of such members.
B. Nomination Procedure
10 As set forth in article 38, paragraph 2, of the Bylaws.