MIRA INFORM REPORT

 

 

Report Date :

20.01.2011

 

IDENTIFICATION DETAILS

 

Name :

HYPERMARCAS SA

 

 

Registered Office :

Avenida Presidente Juscelino Kubitschek, 1217 - Casa 7 - Vila Nova Conceição 00965-642 - São Paulo/Sp

 

 

Country :

Brazil

 

 

Financials (as on) :

30.09.2010

 

 

Date of Incorporation :

26.11.1998

 

 

Legal Form :

Publicly Held Corporation

 

 

Line of Business :

Developing, Manufacturing and Distributing Pharmaceutical, Beauty and Personal Care and Home Care Products.

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

US$ 5.000.000,00

Status :

Satisfactory

Payment Behaviour :

Slow but Correct

Litigation :

Clear

 

NOTES :

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – June 30, 2010

 

Country Name

Previous Rating

(01.04.2010)

Current Rating

(30.06.2010)

Brazil

A2

A2

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

Company name 

 

HYPERMARCAS S/A

 

 

ADDRESSES

 

MAIN ADDRESS:

AVENIDA PRESIDENTE JUSCELINO KUBITSCHEK, 1217 - CASA 7 - VILA NOVA CONCEIÇÃO

ZIP CODE/CITY:

00965-642 - SÃO PAULO/SP

 

 

PHONE:

11 2482-8200

FAX:

11 3627-4200

WEB SITE:

www.hypermarcas.com.br

 

BRANCHES:

 

 

 

ADDRESS:

RUA CASTORINA BITENCOURT ALVES, 349 - QUADRA C 20 - LOTE 01E - BLOCO C - 1º ANDAR - ALA A - JARDIM GOIÁS

ZIP CODE/CITY:

74810-370 GOIÂNIA/GO

CNPJ:

02.932.074/0002-72

 

 

ADDRESS:

V PR-1 - QUADRA 2-A – MÓDULO 4 - DIST. AGROINDUSTRIAL DE ANÁPOLIS

ZIP CODE/CITY:

75132-020 ANÁPOLIS/GO

CNPJ:

02.932.074/0032-98

STATE REGISTER:

10.206.379-6

 

 

ADDRESS:

RUA CÉSAR AUGUSTO D’ALÇOQUIO, 4760 - SALSEIROS

ZIP CODE/CITY:

88311-500 ITAJAÍ/SC

CNPJ:

02.932.074/0007-87

 

 

ADDRESS:

RUA LINEU ANTERINO MARIANO, 621 - SALA A - DISTRITO INDUSTRIAL

ZIP CODE/CITY:

38402-346 UBERLÂNDIA/MG

CNPJ:

02.932.074/0008-68

 

 

ADDRESS:

AVENIDA FERNANDO CERQUEIRA CÉSAR COIMBRA, 1000 - ALPHAVILLE

ZIP CODE/CITY:

06465-090 BARUERI/SP

CNPJ:

02.932.074/0003-53

 

 

ADDRESS:

RUA JOSÉ PARIS, 339 - CONJ. 12/13 - SARANDI

ZIP CODE/CITY:

91140-310 PORTO ALEGRE/RS

CNPJ:

02.932.074/0016-78

 

 

ADDRESS:

AVENIDA AFONSO PENA, 1515 - CHÁCARA RETIRO

ZIP CODE/CITY:

74685-020 GOIÂNIA/GO

PHONE:

62 3326-3900

CNPJ:

02.932.074/0014-06

STATE REGISTER:

10.312.287-7

 

THE COMPANY ALSO HAS OTHER BRANCHES LOCATED IN: JUIZ DE FORA/ MG, ANÁPOLIS/GO, FORTALEZA/CE, GUARULHOS/SP, TAGUATINGA/DF, CURITIBA/PR, SANTANA DE PARNAÍBA/SP, SÃO PAULO/SP, GOIÂNIA/GO, ARAÇATUBA/SP, BARUERI/SP, MACEIÓ/AL, CAJAMAR/SP AND CONTAGEM/MG.

 

 

LEGAL DATA

 

MAIN ACTIVITIES:

 

DEVELOPING, MANUFACTURING AND DISTRIBUTING PHARMACEUTICAL, BEAUTY AND PERSONAL CARE AND HOME CARE PRODUCTS.

 

LEGAL FORM:

PUBLICLY HELD CORPORATION

 

 

INCORPORATION DATE:

19/11/1998

REGISTER DATE:

26/11/1998

BALANCE SHEET FILING DATE:

31/12

TAX CONTRIBUTOR NUMBER (CNPJ):

02.932.074/0001-91

STATE REGISTER:

148.393.012.119

 

 

SHARE CAPITAL:

R$ 3.321.194.807,34

LAST REGISTER OF CAPITAL:

06/09/2010

 

BOARD OF DIRECTORS:

 

 

 

NELSON JOSÉ DE MELLO

PRESIDENT DIRECTOR

CLAUDIO BERGAMO DOS SANTOS

SUPERVISING DIRECTOR

CARLOS ROBERTO SCORSI

OPERATIONS DIRECTOR

MARTIM PRADO MATTOS

INVESTORS RELATIONS DIRECTOR

ANTONIO CARLOS VANZELOTTI

DIRECTOR

GABRIELA BUENO GARCIA

DIRECTOR

 

 

AUTHORIZED USE OF SIGNATURE

 

THE DIRECTORS ARE AUTHORIZED TO SIGN ON BEHALF OF THE COMPANY.

 

SHAREHOLDERS / PARTNERS:

 

 

 

IGARAPAVA PARTICIPAÇÕES S.A.

26,13%

MAIOREM S.A. DE C.V (MEXICO)

17,04%

OTHERS

56,83%

 

 

 

 

AFFILIATES / SUBSIDIARIES:

 

 

 

COSMED INDÚSTRIA DE COSMÉTICOS E MEDICAMENTOS S.A.

100,0%

MY AGÊNCIA DE PROPAGANDA LTDA.

100,0%

VERSOIX PARTICIPAÇÕES LTDA.

100,0%

LUPER INDÚSTRIA FARMACÊUTICA LTDA.

100,0%

FACILIT ODONTOLÓGICA E PERFUMARIA LTDA.

100,0%

SAPEKA INDÚSTRIA E COMÉRCIO DE FRALDAS DESCARTÁVEIS S.A

100,0%

 

 

COMPANY'S BACKGROUND

 

THE SUBJECT WAS ESTABLISHED ON NOVEMBER 19, 1998 AS PRATIKA INDUSTRIAL LTDA TO BE ENGAGED IN THE SAID LINE OF BUSINESS. ON FEBRUARY 10, 2003 IT ALTERED TO ASSOLAN INDUSTRIAL LTDA. LATER IS ALTERED TO ABOVE-MENTIONED NAME AND UP TO DATE IT IS STILL OPERATING WITHIN THE GENERAL SCENE REPORTED HEREIN.

 

THE PARDELLI FAMILY STARTED AT THE BEGINNING OF 1930 TO IMPORT THE FIRST STEEL SCRUB SPONGE TO BRAZIL. IN 1956 THE COMPANY STARTED TO MANUFACTURE THE PRODUCT, ON THE NEXT YEAR THE FAMILY-RUN COMPANY CHANGED ITS FORM NAME TO PARDELLI S/A INDÚSTRIA E COMÉRCIO WHICH EXPANDED ITS ACTIVITIES TO THE HOUSEHOLD CLEANING MARKET.

 

THE FIRST STEEL SCRUB SPONGE WITH THE TRADING STYLE NAME ASSOLAN APPEARED IN 1958. IN 1996 THE COMPANY PARDELLI WAS TAKEN OVER BY GRUPO ARISCO, PASSING THROUGH ANOTHER 2 MERGERS UNTIL DECEMBER 2001 WHEN THE HOLDING COMPANY MONTE CRISTALINA FROM ALVES DE QUEIROZ GROUP TOOKOVER THE COMPANY. THE MERGER OF THESE 2 COMPANIES CREATED A NEW COMPANY CALLED ASSOLAN INDUSTRIAL LTDA.

 

IN FEBRUARY 2004, HYPERMARCAS ACQUIRED CASTRO VERDE PARTICIPAÇÕES LTDA.

 

IN FEBRUARY 2005, HYPERMARCAS ACQUIRED QUIMIVALE INDUSTRIAL LTDA., OR QUIMIVALE, AND DISTRIBUIDORA CLEAN LTDA., OR DISTRIBUIDORA CLEAN, THEREBY ENTERING THE POWDER LAUNDRY DETERGENT MARKET.

 

IN MARCH 2006, HYPERMARCAS ACQUIRED THE FOOD BUSINESS DIVISION OF BESSAN INDÚSTRIA E COMÉRCIO DE ALIMENTOS S.A., OR BESSAN, WHICH FOCUSED ON TOMATO AND VEGETABLE PRODUCTS INCLUDING THE ETTI, SALSARETTI, AND PUROPURÊ BRANDS. BESSAN SUBSEQUENTLY CHANGED ITS NAME TO ETTI PRODUTOS ALIMENTÍCIOS LTDA., OR ETTI, PRIOR TO BEING MERGED INTO THE COMPANY.

 

IN JULY 2006, MONTE CRISTALINA ACQUIRED 50.0% OF THE SHARES OF ÉH COSMÉTICOS, WHICH OPERATED IN THE HAIR CARE PRODUCT MARKET AND HAS SOLD PRODUCTS THAT INCLUDE SHAMPOOS, CONDITIONERS AND STYLING CREAMS MARKETED UNDER THE BRAND NAME ÉH! SINCE 2006. BISA PARTICIPAÇÕES LTDA., A HOLDING COMPANY HELD BY CRISTIANA ARCANGELI, OWNED THE REMAINING 50.0% OF ÉH COSMÉTICOS. ON MARCH 30, 2007, WE ENTERED INTO AN AGREEMENT WITH MONTE CRISTALINA PURSUANT TO WHICH WE ACQUIRED MONTE CRISTALINA'S INTEREST IN ÉH COSMÉTICOS. ON JANUARY 30, 2008, HYPERMARCAS ACQUIRED THE REMAINING 50.0% OF THE SHARES OF ÉH COSMÉTICOS FROM CRISTIANA ARCANGELI. THE TRANSFER OF THE SHARES BECAME EFFECTIVE ON MARCH 31, 2008.IN MARCH 2007, HYPERMARCAS INDUSTRIAL LTDA., A COMPANY INCORPORATED IN 2006, WAS MERGED INTO ASSOLAN INDUSTRIAL. AFTER THE MERGER, ASSOLAN CHANGED ITS CORPORATE NAME TO HYPERMARCAS LTDA. SUBSEQUENTLY,HYPERMARCAS LTDA. WAS TRANSFORMED INTO A CORPORATION AND CHANGED ITS NAME TO HYPERMARCAS S.A.

 

IN MARCH, 2007, IN ORDER TO CONSOLIDATE ITS MARKET SHARE IN THE HOUSEHOLD CLEANING SEGMENT, HYPERMARCAS ACQUIRED 90% OF THE CAPITAL STOCK OF SULQUÍMICA, WHICH OWNED THE BRANDS MAT INSET, BOA NOITE, AND NO INSET, AND ITS SUBSIDIARY FLUSS INDÚSTRIA E COMÉRCIO LTDA., OR FLUSS, WHICH OWNED THE BRANDS FLUSS AND SANI FLEUR. HYPERMARCAS ACQUIRED THE REMAINING 10% OF SULQUÍMICA'S CAPITAL STOCK IN SEPTEMBER 2007.

 

DURING THE FIRST QUARTER OF 2007, HYPERMARCAS ALSO ACQUIRED FINN, WHICH OWNED THE FINN BRAND OF SUGAR SUBSTITUTES,AND OTHER RELATED ASSETS, FROM BOEHRINGER INGELHEIM DO BRASIL QUÍMICA AND FARMACÊUTICA LTDA., OR BOEHRINGER INGELHEIM, ALLOWING THE COMPANY´S EXPANSION INTO ACTIVITIES IN HEALTH PRODUCTS WITHIN ITS FOOD SEGMENT.

 

ON JUNE 1, 2007, ERCHES PARTICIPAÇÕES LTDA., OR ERCHES, A COMPANY CONTROLLED BY MAIOREM SOCIEDADANÓNIMA DE CAPITAL VARIABLE, OR MAIOREM, SUBSCRIBED FOR 46,332,562 OF OUR COMMON SHARES FOR A TOTAL AMOUNT OF APPROXIMATELY R$482.2 MILLION. IN AN EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING ON JUNE 4, 2007, WHOSE RESOLUTIONS WERE RATIFIED IN AN EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING ON SEPTEMBER 18, 2007, THE MERGER OF ERCHES INTO HYPERMARCAS WAS APPROVED, INCREASING ITS CAPITAL STOCK TO R$410.7 MILLION, REPRESENTED BY 122,857,610 COMMON SHARES, AND CONSEQUENTLY MAKING MAIOREM ONE OF HYPERMARCAS CONTROLLING SHAREHOLDERS.

 

ON JUNE 1, 2007, WITH THE OBJECTIVE OF ACQUIRING A SIGNIFICANT SHARE IN THE OTC MEDICATIONS MARKET AND INCREASING ITS MARKET SHARE IN THE COSMETICS AND PERSONAL CARE AND FOOD PRODUCT SEGMENTS, HYPERMARCAS USED THE PROCEEDS RAISED FROM THE ERCHES TRANSACTION TO PAY FOR THE CASH PORTION OF THE DM ACQUISITION PURCHASE PRICE, WHICH OWNED, AMONG OTHER THINGS, THE APRACUR, ATROVERAN, AVANÇO, BENEGRIP, BIOTÔNICO FONTOURA, CENOURA & BRONZE, DORIL, ENGOV, EPOCLER, ESTOMAZIL, GELOL, LACTOPURGA, MELHORAL, MERTHIOLATI, MONANGE, PAIXÃO, RASTRO, TRÊS MARCHAND, AND ZERO CAL BRANDS, ALONG WITH MY AGÊNCIA DE PROPAGANDA LTDA., DM'S IN-HOUSE MARKETING AND ADVERTISING AGENCY.

 

ON JUNE 1ST, 2008, THE "ACORDO DE INCORPORAÇÃO DE AÇÕES" (THE AGREEMENT) AND THE "PROTOCOLO E JUSTIFICAÇÃO DE INCORPORAÇÃO DE AÇÕES" (THE PROTOCOL), WHICH FORESEEN THE TERMS AND CONDITIONS OF THE SHARES MERGER CONDITIONS ISSUED BY FARMASA BY HYPERMARCAS.

 

ACCORDING TO THE PROTOCOL, ONCE THE TRANSACTION IS ACCOMPLISHED, THE CORPORATE CAPITAL OF HYPERMARCAS, IN THE AMOUNT OF R$ 718,731,368.97 SHALL BE INCREASED TO R$ R$1,592,177,247.57, BY MEANS OF THE ISSUANCE OF 39,720,140 NEW COMMON SHARES, WHICH SHALL BE SUBSCRIBED BY FARMASA'S SHAREHOLDERS. THE CURRENT SHAREHOLDERS OF FARMASA SHALL BE A PART OF THE CONTROL BLOCK OF HYPERMARCAS. THE NEW SHARES OF THE CORPORATE CAPITAL OF THE COMPANY, ISSUED DUE TO THE MERGER OF SHARES, SHALL HAVE THE SAME RIGHTS GRANTED TO THE EXISTENT SHARES, INCLUDING THE FULL PARTICIPATION IN THE RESULTS REGARDING THE FISCAL YEAR OF 2008.

 

WITH THE APPROVAL OF THE MERGER OF SHARES, HYPERMARCAS SHALL NOT MERGE, IN SUCH MOMENT, THE ASSETS, RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF FARMASA, WHICH, AS HYPERMARCAS' WHOLLY OWNED SUBSIDIARY, SHALL KEEP ITS OWN LEGAL ENTITY.

 

THE INFORMED TRANSACTION REAFFIRMS HYPERMARCAS' EXPANSION PROCESS AND CONSOLIDATES HYPERMARCAS' ACTING IN THE OTC MEDICINE SECTOR (WHICH ARE NOT SUBJECT TO PRESCRIPTION).

 

PREVIOUS CORPORATE NAME: HYPERMARCAS INDUSTRIAL LTDA.

 

ON DECEMBER 29, 2008 THE COMPANY TOOK OVER CEIL COMÉRCIO E DISTRIBUIDORA LTDA., CNPJ 63.091.516/0001-09, ÉH COSMÉTICOS S.A., CNPJ 07.810.102/0001-11 AND LABORATÓRIO AMERICANO DE FARMACOTERAPIA S.A. CNPJ 61.150.819/0001-20.

 

IN NOVEMBER 2009, THE COMPANY POM POM PRODUTOS HIGIÊNICOS LTDA. WAS ACQUIRED FOR THE AMOUNT OF R$ 300 MILLION, RESULTING IN GOODWILL OF APPROXIMATELY R$ 328 MILLION. POM POM WAS MERGED INTO THE COMPANY IN DECEMBER 2009.

 

INAL - IN DECEMBER 2009, INDÚSTRIA NACIONAL DE ARTEFATOS DE LÁTEX (INAL) WAS ACQUIRED FOR THE AMOUNT OF R$ 212,619, RESULTING IN GOODWILL OF APPROXIMATELY R$ 201,483.000,00. INAL WAS MERGED INTO THE COMPANY IN DECEMBER 2009.

 

NEO QUÍMICA - ON DECEMBER 1, 2009, THE COMPANY ACQUIRED ALL OF THE SHARES OF HYPERNOVA. THIS COMPANY WAS USED AS A "VEHICLE" IN THE ACQUISITION OF LABORATÓRIO NEO QUÍMICA COMÉRCIO E INDÚSTRIA S.A., ACCORDING TO THE SHARE MERGER AGREEMENT DATED DECEMBER 6, 2009, AIMING AT THE MERGER OF ALL SHARES OF NEO QUÍMICA INTO HYPERMARCAS.

THE TOTAL AMOUNT OF THE TRANSACTION WAS R$ 1,368,926, AND A PORTION OF THIS AMOUNT COMPRISED 35,000,000 COMMON SHARES, AFTER SHARE SPLIT, ISSUED BY HYPERMARCAS TO THE FORMER STOCKHOLDERS OF NEO QUÍMICA, CORRESPONDING TO 7.3% OF THE CAPITAL, RESULTING IN A CAPITAL INCREASE OF R$ 681,625. SAID TRANSACTION RESULTED IN GOODWILL OF R$ 1,163,738.

 

ON DECEMBER 31, 2009 SUBJECT TOOK OVER THE COMPANIES HYPERNOVA AND LABORATÓRIO NEO QUÍMICA COMÉRCIO E INDÚSTRIA S.A.

 

IN MARCH 2010 SUBJECT SIGNED A MEMORANDUM OF UNDERSTANDING FOR THE ACQUISITION OF SAPEKA – INDÚSTRIA E COMÉRCIO DE FRALDAS DESCARTÁVEIS LTDA., WHICH MANUFACTURES AND SELLS DISPOSABLE DIAPERS UNDER THE BRANDS SAPEKA, FLUFFY, MATURIDADE, ÚNICA AND LEVE.

 

IN MARCH 2010 SUBJECT SIGNED A MEMORANDUM OF UNDERSTANDING FOR THE ACQUISITION OF YORK S.A., A COMPANY THAT MANUFACTURES AND DISTRIBUTES COTTON SWABS, BANDAGES, SANITARY PADS AND COTTON BUDS, AMONG OTHER PRODUCTS, UNDER THE BRANDS YORK, PALINETES AND SILHOUETTE, AMONG OTHERS.

 

IN MARCH 2010 SUBJECT SIGNED A MEMORANDUM OF UNDERSTANDING FOR THE ACQUISITION OF FACILIT, A COMPANY THAT MANUFACTURES AND SELLS TOOTH BRUSHES, DENTAL FLOSS, ORAL ANTISEPTIC, AMONG OTHERS PRODUCTS, UNDER THE BRAND SANIFILL, THUS ENTERING IN THE ORAL CARE SEGMENT.

 

ON MARCH 05, 2010, SUBJECT SIGNED A MEMORANDUM OF UNDERSTANDING, WHICH FORESEES THE TERMS AND CONDITIONS OF THE ACQUISITION, BY HYPERMARCAS, OF 100% OF THE QUOTAS REPRESENTING THE CORPORATE CAPITAL OF FACILIT ODONTOLÓGICA E PERFUMARIA LTDA. (THE "FACILIT"), A BUCAL HYGIENE COMPANY, WHICH BUSINESS CONSISTS IN THE MANUFACTURE AND TRADING OF ORAL HYGIENE ITEMS, INCLUDING TOOTHBRUSH, DENTAL FLOSS AND ORAL ANTISEPTIC, AMONG OTHERS, UNDER THE TRADEMARK "SANIFILL"

 

ON MARCH 08, 2010, SUBJECT SIGNED A MEMORANDUM OF UNDERSTANDING WHICH FORESEES THE TERMS AND CONDITIONS OF THE ACQUISITION, BY HYPERMARCAS, OF 100% OF THE QUOTAS REPRESENTING THE CORPORATE CAPITAL OF LUPER INDÚSTRIA FARMACÊUTICA LTDA. (THE "LUPER"), WHICH BUSINESS CONSISTS IN THE MANUFACTURE AND TRADING OF MEDICATIONS SOLD UNDER THE TRADEMARKS "GASTROL", "VIRILON", "DRAMAVIT", "BLUMEL" AND "SENARETI", AMONG OTHERS.

 

IN APRIL 2010 IT ACQUIRED ALL OF THE CAPITAL STOCK OF LUPER INDÚSTRIA FARMACÊUTICA LTDA., A PHARMACEUTICAL COMPANY THAT MANUFACTURES AND SELLS PRODUCTS UNDER THE BRANDS GASTROL, VIRILON, DRAMAVIT, BLUMEL AND SENARETI, AMONG OTHERS, COMPLEMENTING OUR PORTFOLIO OF OTC PRODUCTS AND BRANDED GENERICS.

 

ON MAY 04, 2010 THE COMPANY CELEBRATED THE CONTRACT OF SALE AND PURCHASE OF SHARES, AND OTHER AGREEMENTS THROUGH WHICH WERE TRANSFERRED TO THE COMPANY SHARES REPRESENTING 59.5% OF THE SHARE CAPITAL OF SAPEKA – INDÚSTRIA E COMÉRCIO DE FRALDAS DESCARTÁVEIS LTDA.

 

ON MAY 18, 2010 THE COMPANY ACQUIRED THE TOTALITY OF THE SHARES OF FACILIT.

 

ON SEPTEMBER 6, 2010, THE COMPANY INCORPORATED THE SHARES REPRESENTING 40.5% OF THE CAPITAL OF SAPEKA. ON JUNE 9, 2010 . AS A RESULT OF ACQUISITION OF SHARES SAPEKA BECAME A WHOLLY OWNED SUBSIDIARY OF THE COMPANY.

 

FURTHER DETAILS ARE SO FAR NOT KNOWN.

 

PUBLIC INFORMATION:

 

PROTESTS:

 

5 PROTESTS, TOTAL AMOUNT R$ 5.584,88

 

DETAILS OF LATEST PROTESTS:

 

NOTARY OFFICE:

DATE:

VALUE:

CARTÓRIO DE JUNDIAÍ/SP

01/2011

R$   232,86

3º CARTÓRIO DE ITAJAÍ/SC

09/2010

R$ 1.925,07

CARTÓRIO DE JUNDIAÍ/SP

01/2011

R$   141,69

CARTÓRIO DE JUNDIAÍ/SP

01/2011

R$ 3.004,38

CARTÓRIO DE JUNDIAÍ/SP

01/2011

R$   280,88

 

LAWSUITS:

 

 

 

DATE:

COURT OF LAW:

 

2

EXECUTIVE LAWSUITS

15/12/09

5ª VARA DE ARAÇATUBA/SP

4

FEDERAL LAWSUITS

06/12/07

10ª VARA DE GOIÂNIA/GO

 

FINANCIAL INFORMATION

 

GENERAL BALANCE SHEETS AS OF 30/09/2010, 31/12/2009 AND 31/12/2008.

(FIGURES ARE IN THOUSANDS OF REAIS).

 

ASSETS

 

 

 

CURRENT:

30/09/2010

31/12/2009

31/12/2008

 

 

 

 

CASH AND BANKS

1.921.898

499.137

149.705

CLIENTS

722.503

723.567

484.233

INVENTORY

318.571

236.554

195.604

ADVANCES

12.601

14.172

22.339

RECOVERABLE TAXES

344.153

197.808

74.571

PRE PAID EXPENSES

68.397

37.155

7.680

OTHER CREDITS

7.210

5.844

642

TAX CREDITS

101.701

18.588

79.236

 

----------------

----------------

----------------

TOTAL CURRENT ASSETS

3.497.034

1.732.825

1.014.010

 

LONG-TERM RECEIVABLES:

 

 

 

 

 

 

 

INTERCOMPANY CREDITS

7.739

287

51

RECOVERABLE TAXES

785

772

1.327

JUDICIAL DEPOSITS

15.484

10.683

8.129

PRE PAID EXPENSES

1.430

5.445

5.585

TRIBUTARY CREDITS

276.495

276.494

215.843

INVESTMENTS

25.465

16.187

7.729

 

----------------

----------------

----------------

TOTAL LONG-TERM RECEIVABLES

327.398

309.868

238.664

 

FIXED ASSETS:

 

 

 

 

 

 

 

INVESTMENTS

1.156.022

132.933

68.580

FIXED ASSETS

226.039

222.870

132.189

DEFERRED

329

550

973

INTANGIBLE

3.791.351

3.784.051

2.090.349

 

----------------

----------------

----------------

TOTAL FIXED ASSETS

5.173.741

4.140.404

2.292.091

 

================

================

================

TOTAL ASSETS

8.998.173

6.183.097

3.544.765

 

LIABILITIES:

 

 

 

CURRENT:

30/09/2010

31/12/2009

31/12/2008

 

 

 

 

SUPPLIERS

128.881

131.843

98.553

LOANS AND FINANCING

209.864

394.228

244.154

LABOR OBLIGATIONS

51.927

37.211

25.542

TAXES & CONTRIBUTIONS

18.014

17.232

27.613

ACCOUNTS PAYABLE

137.379

124.339

131.786

NOTES PAYABLE

598.838

492.308

114.944

DIVIDENDS

 

27.685

 

DEBENTURES

21.877

 

 

 

----------------

----------------

----------------

TOTAL CURRENT LIABILITIES

1.166.780

1.224.846

642.592

 

LONG TERM LIABILITIES:

 

 

 

 

 

 

 

LOANS AND FINANCING

414.067

379.870

194.642

OTHER

17.063

29.563

16.397

DEBENTURES

1.045.751

 

 

PROVISION FOR CONTINGENCIES

19.187

25.284

11.941

TAXES AND CONTRIBUTIONS

335.306

157.236

5.689

NOTES PAYABLE

961.518

928.642

756.976

RELATED COMPANIES

98

346

 

 

----------------

----------------

----------------

TOTAL LONG TERM LIABILITIES

2.792.990

1.520.941

985.645

 

NET EQUITY:

 

 

 

 

 

 

 

SHARE CAPITAL

3.321.195

2.555.552

1.592.177

CAPITAL RESERVES

1.405.758

792.877

521.158

PROFIT RESERVES

116.566

88.881

 

ACCRUED PROFIT (LOSS)

194.884

 

-196.807

 

----------------

----------------

----------------

TOTAL NET EQUITY

5.038.403

3.437.310

1.916.528

 

================

================

================

TOTAL LIABILITIES

8.998.173

6.183.097

3.544.765

 

PROFIT AND LOSS ACCOUNTS AS OF 30/09/2010, 31/12/2009 AND 31/12/2008.

(FIGURES ARE IN THOUSANDS OF REAIS).

 

 

30/09/2010

31/12/2009

31/12/2008

 

 

 

 

GROSS SALES

2.536.639

2.630.916

1.596.816

(-) TAXES ON SALES

451.079

560.154

370.511

 

----------------

----------------

----------------

NET SALES

2.085.560

2.070.762

1.226.305

(-) COST OF SOLD GOODS

886.121

920.705

482.064

 

----------------

----------------

----------------

GROSS PROFIT

1.199.439

1.150.057

744.241

OPERATING REVENUE (EXPENSE)

-776.822

-680.766

-804.397

FINANCIAL REVENUE (EXPENSE)

-120.834

13.028

-264.019

 

----------------

----------------

----------------

OPERATIONAL PROFIT (LOSS)

301.783

482.319

-324.175

CONTRIBUTION/INCOME TAX

-106.899

-168.946

116.299

 

----------------

----------------

----------------

NET PROFIT (LOSS)

194.884

313.373

-207.876

 

 

 

 

 

RATIOS:

30/09/2010

31/12/2009

31/12/2008

 

QUICK RATIO

2,72

 

1,22

 

1,27

 

CURRENT RATIO

3,00

 

1,41

 

1,58

 

ACCOUNTS RECEIVABLE TURNOVER

2,89

TIMES

2,86

TIMES

2,53

TIMES

DAYS' SALES IN RECEIVABLES

93,54

DAYS

125,79

DAYS

142,15

DAYS

INVENTORY TURNOVER

2,78

TIMES

3,89

TIMES

2,46

TIMES

ACCOUNTS PAYABLE PERIOD

39,27

DAYS

51,55

DAYS

73,60

DAYS

RETURN ON ASSETS

,23

TIMES

,33

TIMES

,35

TIMES

SALES TURNOVER ON NET EQUITY

,41

TIMES

,60

TIMES

,64

TIMES

NET WORTH TIE-UP

,04

 

,06

 

,07

 

INDEBTEDNESS

,79

 

,80

 

,85

 

EQUITY RATIO

55,99

%

55,59

%

54,07

%

WORKING CAPITAL RATIO

199,72

%

41,47

%

57,80

%

GENERAL SOLVENCY

2,27

 

2,25

 

2,18

 

RETURN ON NET EQUITY

3,87

%

9,12

%

-10,85

%

RETURN ON SALES (PROFIT MARGIN)

9,34

%

15,13

%

-16,95

%

GROSS PROFIT MARGIN

57,51

%

55,54

%

60,69

%

OPERATIONAL RESULT

14,47

%

23,29

%

-26,44

%

SALES TURNOVER ON LIABILITIES

1,79

TIMES

1,69

TIMES

1,91

TIMES

FOREIGN CURRENCY ON ASSETS

 

 

 

 

 

 

FOREIGN CURRENCY ON LIABILITIES

 

 

 

 

 

 

 

EXCHANGE RATE:

 

 

US$ 1,00 = R$ 1,67

 - OFFICIAL RATE ON 18/01/2011

US$ 1,00 = R$ 1,69

 - OFFICIAL RATE ON 30/09/2010

US$ 1,00 = R$ 1,74

 - OFFICIAL RATE ON 31/12/2009

US$ 1,00 = R$ 2,33

 - OFFICIAL RATE ON 31/12/2008

 

 

COMMENTS ON THE FINANCIAL INFORMATION:

 

FOLLOWS ATTACHED WORKSHEET WITH MAIN FINANCIAL RATIOS.

 

THE ANNUAL FIGURES AVAILABLE SHOW A NORMAL FINANCIAL STANDING. IT SHOWS GOOD THE LIQUIDITY AND POSITIVE WORKING CAPITAL AMOUNT, AS WELL AS ACCEPTABLE LEVEL OF INDEBTEDNESS. IT ALSO SHOWS STRONG SALES GROWTH AND POSITIVE RESULT.

 

THE QUARTERLY FIGURES FOR SEPTEMBER 2010 SHOW MAINTENANCE IN THE FINANCIALS. THE INDEBTEDNESS KEEPS ACCEPTABLE AND THE LIQUIDITY IMPROVED. IN ADDITION IT IS NOTED GROWING SALES TREND AND THE OPERATIONS ARE PROFITABLE.

 

REMARKS:

 

THE STRONG SALES GROWTH WAS DRIVEN BY ACQUISITIONS AND MERGERS.

 

REAL ESTATE:

 

   OWNED PREMISES ARE VALUED AT R$ 77.800.000,00

 

VEHICLES:

 

   OWNED VEHICLES ARE VALUED AT R$ 445.000,00

 

MACHINES:

 

   OWNED MACHINES AND EQUIPMENTS ARE VALUED AT R$ 97.080.000,00

 

 

INSURANCE

 

AS AT SEPTEMBER 30, 2010 THE INSURANCE COVERAGE WAS BREAKDOWN AS FOLLOWS:

 

FIRE, RAY AND EXPLOSION OF ANY KIND - R$ 948.129.000,00;

MAXIMUM INDEMNITY VALUE - R$ R$ 948.129.000,00;

WINSTORM/SMOKE - R$ 271.300.000,00;

ELECTRICAL DAMAGES - R$ 49.320.000,00.

 

 

BANKING REFERENCES

 

 

BRANCH/PHONE:

CITY:

BANCO SAFRA S/A

0018   / 11 3178-2200

SÃO PAULO/SP

BANCO DO BRASIL S/A

3388-X / 62 3216-5456

GOIÂNIA/GO

BANCO BRADESCO S/A

237    / 62 3291-1844

GOIÂNIA/GO

 

REMARKS: IN BRAZIL THE BANKS ARE PROHIBITED BY LAW TO PROVIDE INFORMATION OR ANY KIND OF COMMENTS ABOUT THEIR CLIENTS. DUE TO THIS LAW PROHIBITION WE ARE UNABLE TO PROVIDE ANY BANKING DETAILS.

 

ACCORDING TO THE CENTRAL BANK OF BRAZIL OFFICIAL REPORT, THE COMPANY HAS NO RETURNED CHECKS UP TO DATE. (IN THE TERMS OF "CIRCULAR 1682 BRAZILIAN CENTRAL BANK").

 

 

ACTIVITIES COMMENTS

 

CORPORATE PROFILE:

 

HYPERMARCAS ONE OF THE LARGEST CONSUMER GOODS COMPANIES FUNDED WITH BRAZILIAN CAPITAL AND THE LARGEST AND MOST DIVERSIFIED PORTFOLIO OF BRANDS, INCLUDING A NUMBER OF LEADING BRANDS IN THEIR RESPECTIVE MARKETS. WE OPERATE IN FOUR MARKET SEGMENTS, DEVELOPING, MANUFACTURING AND DISTRIBUTING PRODUCTS THAT BELONG TO A TRADITIONAL AND WELL-ESTABLISHED PORTFOLIO OF BRANDS:

 

PHARMACEUTICAL: OVER-THE-COUNTER MEDICATIONS (OTC), PRESCRIBED MEDICATIONS (RX) AND GENERICS - BENEGRIP, ENGOV, RINOSSORO, DORIL, TAMARINE, ATROVERAN;

 

BEAUTY AND PERSONAL CARE: MONANGE, PAIXÃO, RISQUÉ, BOZZANO, JONTEX, OLLA, CENOURA & BRONZE;

 

FOOD PRODUCTS: FINN, ZERO CAL, SALSARETTI; E

 

HOME CARE PRODUCTS: ASSOLAN E MAT INSET.

 

IT HAS SALES AND DISTRIBUTION SYSTEM THAT COVERS ALL REGIONS IN BRAZIL THROUGH FOOD RETAIL, AND PHARMACEUTICAL DISTRIBUTION CHANNELS. EACH ONE OF OUR LINES OF BUSINESS HAS A DEDICATED AND SPECIALIZED SALES FORCE, SUPPORTED BY A NETWORK OF PROMOTERS, AS WELL AS SALES REPRESENTATIVES WHO VISIT MEDICAL PRACTICES FOR SALES OF MEDICATIONS.

 

IT OPERATES 19 PLANTS IN NINE INDUSTRIAL COMPLEXES LOCATED IN THE STATES OF GOIÁS, SANTA CATARINA AND SÃO PAULO.

 

CURRENTLY IT HAS 28 ACQUISITIONS BEEN COMPLETED SINCE THE OPERATIONS STARTED.

 

 

IMPORT AND EXPORT:

 

   IMPORTS FROM:

SPAIN, CHINA, GERMANY AND UNITED STATES.

 

   EXPORTS TO:

MERCOSUR AND ANGOLA.

 

MAIN CLIENTS:

 

 

 

 

 

DOMESTIC CLIENTS:

CITY:

PHONE:

CARREFOUR COMÉRCIO E INDÚSTRIA LTDA

SÃO PAULO/SP

11 3755-2600

CIA. BRASILEIRA DE DISTRIBUIÇÃO (PÃO DE AÇÚCAR)

SÃO PAULO/SP

11 3886-0471

 

STAFF:

 

THE COMPANY HAS: 4.000 EMPLOYEES

 

 

CONCEPT AND FULFILMENT

 

THE SUBJECT IS A WELL-ESTABLISHED COMPANY WHICH WAS ESTABLISHED 1998. SO FAR IT OPERATES WITH HIGH SCALE OF ACTIVITIES, A CLEAR TRADE HISTORY AND GOOD PAYMENT BEHAVIOUR.

 

THE COMPANY HAS TRADE RELATIONS WITH SEVERAL SUPPLIERS IN BRAZIL. THE SUPPLIERS EXTEND CREDIT FACILITIES TO THE SUBJECT IN TERMS AND AMOUNTS ACCORDING TO THE COMPANY'S NEEDS AND SO FAR NO PAYMENT PROBLEMS ARE NOTED.

 

THE LAWSUITS REPORTED ARE NOT RELATED WITH TRADE DEBTS. THEY ARE RELATED TO TAX DEBTS THAT FOR ANY REASON THE COMPANY HAS NOT YET PAID. NEVERTHELESS WE POINT OUT THAT THE SAID LAWSUITS DO NOT AFFECT THE COMPANY’S TRADE REPUTATION.

 

THE PROTESTS FOUND ARE CONSIDERED IRRELEVANT.

 

MAIN SUPPLIERS:

 

 

 

 

 

DOMESTIC SUPPLIERS:

CITY:

PHONE:

AUTOMOTION IND. COM. IMP. EXP. LTDA

 

15 3363-9900

BELGO BEKAERT NORDESTE S/A

FEIRA DE SANTANA/BA

31 3329-2243

GRAFIGEL EMBALAGENS LTDA

GRANJA SANTOS/GO

62 3271-3760

IMPRESSORA PARANAENSE S/A

 

11 6982-9328

ITAP BEMIS LTDA

 

11 5516-2232

KLABIN

LAGES/SC

11 3046-5810

SYMRISE AROMAS E FRAGRÂNCIAS

 

11 5694-6113

VICUNHA TÊXTIL S/A

AMERICANA/SP

19 3471-2007

 

PAYMENT HISTORY:

 

61 SUPPLIERS REPORTED PAYMENTS:

   TOTAL AMOUNT: R$ 2.614.851,00

 

AMOUNT OF INVOICES PAID: 419

TOTAL OF PROMPT PAYMENTS: 80,5%

TOTAL OF DELAYED PAYMENTS: 19,5%

 

HIGHEST INVOICE: R$ 295.090,00

HIGHEST CREDIT: R$ 295.090,00

 

OUTSTANDING INVOICES DUE WITHIN THE NEXT 91 DAYS:

 

---------------------------

SUPPLIERS:

INVOICES:

TOTAL AMOUNT:

DUE WITHIN 91 DAYS

1

3

R$  45.730,00

DUE WITHIN 90 DAYS

2

9

R$  60.449,00

DUE WITHIN 60 DAYS

2

9

R$ 426.645,00

DUE WITHIN 30 DAYS

9

19

R$ 259.745,00

ALL

11

40

R$ 792.571,00

 

 

FINAL OPINION

 

THE SUBJECT IS A WELL-ESTABLISHED COMPANY WHICH HAS BEEN IN BUSINESS SINCE 1998. UP TO DATE IT HAS A CLEAR TRADE HISTORY AND GOOD PAYMENT BEHAVIOUR.

 

BASED ON THE GENERAL INFORMATION AVAILABLE IT IS BELIEVED THAT GOOD TRADE RELATIONS MAY BE ESTABLISHED. CREDIT FACILITIES MAY BE EXTENDED WITHIN TERMS AND AMOUNTS ADEQUATE TO THE COMPANY'S FINANCIAL STRENGTH.

 

THE COMPANY HAS HIGH FINANCIAL POWER AND IS CONSIDERED FULLY CREDITWORTHY FOR AN INITIAL CREDIT LIMIT OF US$ 5.000.000,00.

 

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.45.38

UK Pound

1

Rs.72.71

Euro

1

Rs.61.15

 

 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

--

NB

                                       New Business

 

--

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.