Indicate by check mark
whether the registrant by furnishing the
information contained in this Form is
also thereby furnishing the
information to the Commission pursuant to Rule
12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
(A free translation of the original in Portuguese)
Cia. de Saneamento Básico do Estado de São Paulo - SABESP
Report of Independent Accountants on the Limited Review of Quarterly Information (ITR) September 30, 2003
(A free translation of the original in Portuguese)
Report of Independent Accountants on the Limited Review
To the Board of Directors and Shareholders Companhia de Saneamento Básico do Estado de São Paulo - SABESP
1 We have carried out limited reviews of the Quarterly Information (ITR) of Companhia de Saneamento Básico do Estado de São Paulo SABESP for the quarters and periods ended September 30 and June 30, 2003, and September 30, 2002. This information is the responsibility of the Companys management.
2 Our reviews were carried out in conformity with the specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the quarterly information and (b) a review of the significant information and of the subsequent events which have, or could have, significant effects on the Companys financial position and operations.
3 Based on our limited reviews, we are not aware of any material modifications that should be made to the quarterly information referred to above in order that such information be stated in conformity with the accounting practices adopted in Brazil applicable to the preparation of quarterly information, consistent with the Brazilian Securities Commission (CVM) regulations.
4 Our reviews were carried out with the objective of issuing a report on the quarterly information referred to in the first paragraph. The statement of cash flow and the information in currency of constant purchasing power, presented in the quarterly information to provide additional information on the Company, are not required in conformity with accounting practices adopted in Brazil. The statement of cash flow and the information in currency of constant purchasing power were subject to the limited review procedures described in the second paragraph, and we are not aware of any material modifications that should be made to them in order that they be properly presented, in all material respects, in relation to the quarterly information taken as a whole.
São Paulo, November 12, 2003
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5
Júlio César dos Santos
Contador CRC 1SP137878/O-6
(A free translation of the original in Portuguese) | |||
FEDERAL GOVERNMENT SERVICE | Unaudited | ||
BRAZILIAN SECURITIES COMMISSION (CVM) | Corporate Legislation | ||
QUARTERLY INFORMATION (ITR) | September 30, 2003 | ||
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES |
01.01 IDENTIFICATION
1 CVM CODE 01444-3 |
2 COMPANY NAME CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO |
3 Federal Corporate Taxpayers Registration Number (CNPJ) 43.776.517/0001-80 |
4 State Registration Number (NIRE) 35300016831 |
01.02 HEAD OFFICE
1 ADDRESS | 2 SUBURB OR DISTRICT | |||
Rua Costa Carvalho, 300 | Pinheiros | |||
3 POSTAL CODE | 4 MUNICIPALITY | 5 STATE | ||
05429-900 | São Paulo | SP | ||
6 AREA CODE | 7 TELEPHONE | 8 TELEPHONE | 9 TELEPHONE | 10 TELEX |
011 | 3388-8000 | 3388-8200 | 3388-8201 | |
11 AREA CODE | 12 FAX | 13 FAX | 14 FAX | |
011 | 3813-0254 | - | - | |
15 E-MAIL | ||||
dalmonogueira@sabesp.com.br |
01.03 INVESTOR RELATIONS OFFICER (Company Mail Address)
1 NAME | ||||
Rui de Britto Álvares Affonso | ||||
2 ADDRESS | 3 SUBURB OR DISTRICT | |||
Rua Costa Carvalho, 300 | Pinheiros | |||
4 POSTAL CODE | 5 MUNICIPALITY | 6 STATE | ||
05429-900 | São Paulo | SP | ||
7 AREA CODE | 8 TELEPHONE | 9 TELEPHONE | 10 TELEPHONE | 11 TELEX |
011 | 3388-8247 | |||
12 AREA CODE | 13 FAX | 14 FAX | 15 FAX | |
011 | 3815-4465 | - | - | |
16 E-MAIL | ||||
raffonso@sabesp.com.br |
01.04 GENERAL INFORMATION/INDEPENDENT ACCOUNTANT
CURRENT YEAR | CURRENT QUARTER | PRIOR QUARTER | |||||
1 BEGINNING | 2 END | 3 - QUARTER | 4 - BEGINNING | 5 END | 6 - QUARTER | 7 BEGINNING | 8 - END |
1/1/2003 | 12/31/2003 | 3 | 7/1/2003 | 9/30/2003 | 2 | 4/1/2003 | 6/30/2003 |
9 INDEPENDENT ACCOUNTANT | 10 CVM CODE | ||||||
PRICEWATERHOUSECOOPERS AUDITORES INDEPENDENTES | 00287-9 | ||||||
11 PARTNER RESPONSIBLE Júlio César dos Santos |
12 INDIVIDUAL TAXPAYERS REGISTRATION NUMBER OF THE PARTNER RESPONSIBLE 591.515.108-63 |
01.05 CAPITAL COMPOSITION
NUMBER OF SHARES (THOUSAND) |
1 CURRENT QUARTER 9/30/2003 |
2 PRIOR QUARTER 6/30/2003 |
3 SAME QUARTER IN PRIOR YEAR 9/30/2002 |
Paid-up Capital | |||
1 Common | 28,479,577 | 28,479,577 | 28,479,577 |
2 Preferred | 0 | 0 | 0 |
3 Total | 28,479,577 | 28,479,577 | 28,479,577 |
Treasury Stock | |||
4 Common | 0 | 0 | 0 |
5 Preferred | 0 | 0 | 0 |
6 Total | 0 | 0 | 0 |
01.06 CHARACTERISTICS OF THE COMPANY
1 TYPE OF COMPANY Commercial, industrial and other companies |
2 SITUATION Operating |
3 NATURE OF OWNERSHIP State-owned |
4 ACTIVITY CODE 1990300 water, sanitation and gas services |
5 MAIN ACTIVITY Water treatment and distribution, sewage collection and treatment |
6 TYPE OF CONSOLIDATION Not submitted |
7 TYPE OF REPORT OF THE INDEPENDENT ACCOUNTANT Without exception |
01.07 COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS
1 ITEM | 2 CNPJ | 3 NAME |
01.08 DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 ITEM | 2 EVENT | 3 DATE APPROVE | 4 IAMOUNT | 5 DATE OF PAYMENT | 6 TYPE OF SHARE | 7 AMOUNT PER SHARE |
01.09 SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT YEAR
1 ITEM | 2DATE OF ALTERATION | 3 CAPITAL (In thousands of reais) |
4 AMOUNT OF THE ALTERATION (In thousands of reais) |
5 NATURE OF ALTERATION | 7 NUMBER OF SHARES ISSUED (Thousands) |
7 SHARE PRICE ON ISSUE DATE (Reais) |
01.10 INVESTORS RELATIONS OFFICER
1 DATE | 2 SIGNATURE |
11/14/2003 |
02.01 BALANCE SHEET ASSETS (In thousands of reais)
Code | Description | 09/30/2003 | 06/30/2003 |
1 | Total assets | 16,545,263 | 16,861,065 |
1.01 | Current assets | 1,801,405 | 2,204,211 |
1.01.01 | Cash and banks | 454,115 | 1,068,016 |
1.01.01.01 | Cash, banks and short-term investments | 404,709 | 385,221 |
1.01.01.02 | Treasury debentures | 46,651 | 46,687 |
1.01.01.03 | Foreign currency deposits | 0 | 632,326 |
1.01.01.04 | Other cash and banks | 2,755 | 3,782 |
1.01.02 | Credits | 1,095,582 | 925,186 |
1.01.02.01 | Customers | 1,095,582 | 925,186 |
1.01.03 | Inventories | 21,860 | 20,135 |
1.01.03.01 | Storeroom | 21,860 | 20,135 |
1.01.04 | Other | 229,848 | 190,874 |
1.01.04.01 | Accounts receivable from shareholders | 176,800 | 155,854 |
1.01.04.02 | 13th month salary advances | 15,640 | 11,084 |
1.01.04.03 | Deferred taxes and contributions | 3,736 | 2,450 |
1.01.04.04 | Taxes and contributions to be offset | 10,391 | 0 |
1.01.04.05 | Other accounts receivable | 23,281 | 21,486 |
1.02 | Long-term receivables | 1,071,328 | 1,023,577 |
1.02.01 | Sundry credits | 1,071,328 | 1,023,577 |
1.02.01.01 | Customers | 41,473 | 14,366 |
1.02.01.02 | Compensation for concession termination | 148,794 | 148,794 |
1.02.01.03 | Judicial deposits | 23,408 | 23,321 |
1.02.01.04 | GESP agreement | 607,374 | 607,374 |
1.02.01.05 | Deferred taxes and contributions | 226,302 | 207,330 |
1.02.01.06 | Other accounts receivable | 23,977 | 22,392 |
1.02.02 | Receivables from related companies | 0 | 0 |
1.02.02.01 | Associated companies | 0 | 0 |
1.02.02.02 | Subsidiary companies | 0 | 0 |
1.02.02.03 | Other related companies | 0 | 0 |
1.02.03 | Other | 0 | 0 |
1.03 | Permanent assets | 13,672,530 | 13,633,277 |
1.03.01 | Investments | 740 | 740 |
1.03.01.01 | Associated companies | 0 | 0 |
1.03.01.02 | Subsidiary companies | 0 | 0 |
1.03.01.03 | Other investments | 740 | 740 |
1.03.01.03.01 | Shares of other companies | 669 | 669 |
1.03.01.03.02 | Shares of other companies with tax incentives | 49 | 49 |
1.03.01.03.03 | Compulsory deposits Eletrobrás | 22 | 22 |
1.03.02 | Property, plant and equipment | 13,564,480 | 13,524,318 |
1.03.02.01 | Operational property, plant and equipment | 11,088,356 | 11,031,605 |
1.03.02.02 | Construction in progress | 2,476,124 | 2,492,713 |
1.03.03 | Deferred assets | 107,310 | 108,219 |
1.03.03.01 | Organization and reorganization expenses | 107,310 | 108,219 |
02.02 BALANCE SHEET LIABILITIES AND SHAREHOLDERS EQUITY (In thousands of reais)
Code | Description | 09/30/2003 | 06/30/2003 |
2 | Total liabilities | 16,545,263 | 16,861,065 |
2.01 | Current liabilities | 1,715,616 | 1,874,016 |
2.01.01 | Loans and financing | 499,194 | 1,112,643 |
2.01.02 | Debentures | 518,368 | 77,007 |
2.01.02.01 | 3rd issue of debentures | 413,094 | 0 |
2.01.02.02 | 4th issue of debentures | 75,001 | 50,000 |
2.01.02.03 | Interest on debentures | 30,273 | 27,007 |
2.01.03 | Suppliers | 35,640 | 24,283 |
2.01.04 | Taxes, fees and contributions | 149,775 | 167,214 |
2.01.04.01 | REFIS Program | 0 | 66,914 |
2.01.04.02 | Taxes and contributions PAES Program | 32,329 | 0 |
2.01.04.03 | COFINS and PASEP | 101,519 | 64,428 |
2.01.04.04 | INSS | 14,521 | 14,340 |
2.01.04.05 | Other | 1,406 | 21,532 |
2.01.05 | Dividends payable | 0 | 0 |
2.01.06 | Provisions | 168,913 | 160,613 |
2.01.06.01 | Vacations | 91,061 | 89,168 |
2.01.06.02 | 13th month salary | 45,708 | 29,445 |
2.01.06.03 | Social charges | 2,814 | 2,725 |
2.01.06.04 | FINSOCIAL | 7,872 | 7,872 |
2.01.06.05 | Customer claims | 10,982 | 7,196 |
2.01.06.06 | Profit sharing | 10,476 | 24,207 |
2.01.07 | Debt with related companies | 0 | 0 |
2.01.08 | Other | 343,726 | 332,256 |
2.01.08.01 | Salaries and payroll charges | 9,069 | 3,370 |
2.01.08.02 | Services | 42,456 | 36,864 |
2.01.08.03 | Interest on capital | 278,615 | 278,614 |
2.01.08.04 | Deferred taxes and contributions | 9,903 | 9,903 |
2.01.08.05 | Other liabilities | 3,683 | 3,505 |
2.02 | Long-term liabilities | 7,206,915 | 7,393,817 |
2.02.01 | Loans and financing | 5,682,166 | 5,557,991 |
2.02.02 | Debentures | 653,883 | 1,090,757 |
2.02.02.01 | 3rd issue of debentures | 0 | 413,094 |
2.02.02.02 | 4th issue of debentures | 224,999 | 250,000 |
2.02.02.03 | 5th issue of debentures | 428,884 | 427,663 |
2.02.03 | Provisions | 360,892 | 313,108 |
2.02.03.01 | Provision for labor indemnities | 24,724 | 24,276 |
2.02.03.02 | Civil | 19,379 | 12,961 |
2.02.03.03 | Social security charges | 6,466 | 6,484 |
2.02.03.04 | Suppliers | 140,040 | 112,750 |
02.02 BALANCE SHEET LIABILITIES AND SHAREHOLDERS EQUITY (In thousands of reais)
Code | Description | 09/30/2003 | 06/30/2003 |
2.02.03.05 | Customers | 164,771 | 151,601 |
2.02.03.06 | Others | 5,512 | 5,036 |
2.02.04 | Debts with related companies | 0 | 0 |
2.02.05 | Others | 509,974 | 431,961 |
2.02.05.01 | Deferred taxes and contributions | 84,922 | 81,066 |
2.02.05.02 | REFIS Program | 0 | 44,610 |
2.02.05.03 | Social security liabilities | 125,948 | 106,898 |
2.02.05.04 | Taxes and contributions PAES Program | 282,887 | 183,176 |
2.02.05.05 | Other accounts payable | 16,217 | 16,211 |
2.03 | Deferred income | 0 | 0 |
2.05 | Shareholders equity | 7,622,732 | 7,593,232 |
2.05.01 | Paid-in capital | 3,403,688 | 3,403,688 |
2.05.02 | Capital reserves | 50,706 | 50,102 |
2.05.02.01 | Support for projects reserve | 34,926 | 34,322 |
2.05.02.02 | Incentive reserves | 15,780 | 15,780 |
2.05.03 | Revaluation reserves | 2,754,051 | 2,778,835 |
2.05.03.01 | Own assets | 2,754,051 | 2,778,835 |
2.05.03.02 | Subsidiary/associated companies | 0 | 0 |
2.05.04 | Revenue reserves | 935,320 | 935,320 |
2.05.04.01 | Legal | 104,674 | 104,674 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 0 | 0 |
2.05.04.05 | Retained earnings | 0 | 0 |
2.05.04.06 | Special for undistributed dividends | 0 | 0 |
2.05.04.07 | Other revenue reserves | 830,646 | 830,646 |
2.05.04.07.01 | Reserve for investments | 830,646 | 830,646 |
2.05.05 | Retained earnings/accumulated deficit | 478,967 | 425,287 |
03.01 STATEMENT OF OPERATIONS (In thousands of reais)
Code | Description | 07/01/2003 to 09/30/2003 | 01/01/2003 to 09/30/2003 | 07/01/2002 to 09/30/2002 | 01/01/2002 to 09/30/2002 |
3.01 | Gross sales and/or services revenues | 1,081,814 | 3,135,556 | 994,275 | 2,897,971 |
3.01.01 | Water supply retail | 554,670 | 1,599,074 | 505,312 | 1,475,384 |
3.01.02 | Water supply wholesale | 66,026 | 188,974 | 58,072 | 168,597 |
3.01.03 | Sewage collection and treatment | 437,455 | 1,268,380 | 400,300 | 1,154,566 |
3.01.04 | Other services rendered | 23,663 | 79,128 | 30,591 | 99,424 |
3.02 | Gross revenue deductions | (50,436) | (147,987) | (30,928) | (85,557) |
3.02.01 | COFINS | (32,454) | (95,422) | (25,420) | (70,321) |
3.02.02 | PASEP | (17,982) | (52,565) | (5,508) | (15,236) |
3.03 | Net sales and/or services revenues | 1,031,378 | 2,987,569 | 963,347 | 2,812,414 |
3.04 | Cost of sales and/or services | (501,509) | (1,492,072) | (462,974) | (1,335,847) |
3.05 | Gross profit | 529,869 | 1,495,497 | 500,373 | 1,476,567 |
3.06 | Operating expenses/income | (474,294) | (688,559) | (1,478,921) | (2,781,798) |
3.06.01 | Selling | (99,152) | (288,133) | (95,714) | (295,754) |
3.06.02 | General and administrative | (58,188) | (169,978) | (54,437) | (156,128) |
3.06.03 | Financial | (316,954) | (230,448) | (1,328,770) | (2,329,916) |
3.06.03.01 | Financial income | 61,196 | 132,463 | 43,397 | 109,969 |
3.06.03.01.01 | Financial income | 64,181 | 138,895 | 45,041 | 114,085 |
3.06.03.01.02 | COFINS/PASEP | (2,985) | (6,432) | (1,644) | (4,116) |
3.06.03.02 | Financial expenses | (378,150) | (362,911) | (1,372,167) | (2,439,885) |
3.06.03.02.01 | Financial expenses | (378,150) | (362,911) | (1,372,167) | (2,439,885) |
3.06.04 | Other operating income | 0 | 0 | 0 | 0 |
3.06.05 | Other operating expenses | 0 | 0 | 0 | 0 |
3.06.06 | Equity in the results | 0 | 0 | 0 | 0 |
3.07 | Operating profit (loss) | 55,575 | 806,938 | (978,548) | (1,305,231) |
3.08 | Non-operating income (expense) | (599) | (32,638) | 2,144 | (5,823) |
3.08.01 | Revenues | 3,199 | 6,296 | 4,791 | 9,558 |
3.08.01.01 | Revenues | 3,342 | 6,548 | 4,962 | 9,933 |
3.08.01.02 | COFINS/PASEP | (143) | (252) | (171) | (375) |
3.08.02 | Expenses | (3,798) | (38,934) | (2,647) | (15,381) |
3.08.02.01 | Loss on disposal of property, plant and equipment | (3,889) | (39,176) | (2,157) | (11,961) |
3.08.02.02 | Other | 91 | 242 | (490) | (3,420) |
3.09 | Result before taxes/participation | 54,976 | 774,300 | (976,404) | (1,311,054) |
3.10 | Provision for income tax and social contribution | (42,482) | (197,361) | (2,842) | (2,842) |
3.10.01 | Provision for income tax | (33,700) | (152,399) | (2,842) | (2,842) |
3.10.02 | Provision for social contribution | (8,782) | (44,962) | 0 | 0 |
3.11 | Deferred income tax | 16,402 | (43,539) | 324,126 | 457,713 |
3.11.01 | Deferred income tax | 14,909 | (23,609) | 226,445 | 301,011 |
3.11.02 | Deferred social contribution | 1,493 | (19,930) | 85,858 | 121,232 |
3.11.03 | Reversal of deferred income tax | 0 | 0 | 11,823 | 35,470 |
3.12 | Statutory participations/contributions | 0 | 0 | (8,476) | (25,427) |
3.12.01 | Participations | 0 | 0 | 0 | 0 |
3.12.02 | Contributions | 0 | 0 | (8,476) | (25,427) |
3.12.02.01 | Extraordinary item | 0 | 0 | (8,476) | (25,427) |
3.13 | Reversal of interest on capital | 0 | 0 | 0 | 0 |
3.15 | Net income (loss) for the period | 28,896 | 533,400 | (663,596) | (881,610) |
NUMBER OF SHARES, EX-TREASURY (THOUSAND) | 28,479,577 | 28,479,577 | 28,479,577 | 28,479,577 | |
NET INCOME PER SHARE | 0.00101 | 0.01873 | |||
LOSS PER SHARE | (0.02330) | (0.03096) |
1. Operations
Companhia de Saneamento Básico do Estado de São Paulo (SABESP) operates public water and sewage systems in the State of São Paulo, Brazil, providing water and sewage services to a broad range of residential, commercial, industrial and government customers, and also supplies water on a bulk basis to certain municipalities in the São Paulo Metropolitan Region which do not operate water systems.
The Company provides water and sewage services in 323 municipalities in the State of São Paulo through concessions granted by the municipalities. Substantially all of these concessions have 30-year terms, one of which expires in 2004 and the rest expire between 2005 and 2030. Each of these concessions is automatically renewable for a period equal to its initial term, unless the municipality or SABESP exercises the right to terminate the concession at least six months prior to its expiration date.
The Company does not have a formal concession to provide water and sewage services in the City of São Paulo, which accounts for a substantial majority of the sales and services rendered, and in 42 other municipalities in the State of São Paulo it operates based on a public deed of authorization. None of these other municipalities has a significant population, other than the City of Santos. The Company believes that it has a vested right to provide water and sewage services based upon, among other things, the ownership of the water and sewage systems serving the City of São Paulo and these other municipalities and certain succession rights resulting from the merger which formed SABESP.
2. Presentation of the Financial Statements
The financial statements have been prepared in conformity with accounting practices adopted in Brazil and Brazilian Securities Commission (CVM) regulations.
3. Significant Accounting Practices
(a) Determination of results of operations
(i) Gross revenues from sales and services
Revenues are recorded as the services are rendered. Water supply and sewage services rendered but not billed by the balance sheet date are measured and recorded as a contra entry to customer accounts receivable so that costs can be matched against revenues for each period.
(ii) Financial income and expenses
These are represented mainly by interest, monetary and foreign exchange variations on loans and financings, and short-term investments, calculated and recorded on the accrual basis of accounting.
(iii) Income tax and social contribution
Income tax and social contribution are recorded on the accrual basis of accounting.
The provisions for income tax and deferred income tax on tax losses and on temporary differences are recorded at the base-rate of 15% plus an additional of 10%. The provisions for social contribution on net income and deferred social contribution on tax losses and on temporary differences are recorded at the rate of 9%.
(iv) Other income and expenses
Other income and expenses are recognized on the accrual basis of accounting.
(b) Short-term investments
These are represented mainly by Financial Investment Funds (FIF) and by Bank Deposit Certificates (CDBs) and are stated at amounts invested plus accrued income (on a pro-rata basis) up to the end of the period.
(c) Allowance for doubtful accounts
The allowance is recorded at an amount considered sufficient to cover any probable losses on realization of accounts receivable from customers, and is charged to income for the period in selling expenses.
(d) Inventories
Inventories of materials used in operations and in the maintenance of the water and sewage systems are stated at average purchase cost and recorded in current assets.
Inventories for investment are recorded in property, plant and equipment and are stated at average cost of purchase.
(e) Other current assets and long-term receivables
These are stated at cost plus accrued income or realizable value, when applicable.
(f) Permanent assets
These are stated at cost plus price-level restatements up to December 31, 1995, and take the following into consideration:
Depreciation of property, plant, and equipment is calculated on the straight-line basis at the annual rates mentioned in Note 6.
The revaluation of property, plant, and equipment items, carried out in two separate stages in 1990 and 1991, was based on an appraisal report issued by independent valuers and is realized through depreciation, sale, and disposal of the respective assets, with a contra entry to "Retained earnings".
Interest charges on financings raised with third parties for construction in progress are capitalized as part of the cost of assets.
Deferred charges are amortized on the straight-line basis over five years as from the date when benefits start to be generated.
(g) Loans and financing
These are restated based on the related monetary and foreign exchange variations, plus other charges incurred to the balance sheet date.
(h) Provision for vacation pay
The provision for vacation pay and related social charges is accrued as earned by employees.
(i) Provision for contingencies
Provisions for
contingencies are recorded to cover losses related to labor, tax, civil,
commercial and other lawsuits, at administrative and court levels, which are
considered by legal counsel to be probable and able to be estimated at September 30,
2003 and June 30, 2003.
(j) Environmental expenditures
Expenditures relating to ongoing environmental programs are expensed as incurred. Ongoing programs are designed and performed to minimize the environmental impact of the operations and to manage the environmental risks inherent to the activities. Provisions with respect to such costs are recorded at the time they are considered to be probable and able to be reasonably estimated.
(k) Actuarial liability
The Company sponsors a private defined benefit pension plan. CVM Deliberation 371/2000 determines the recognition of actuarial liabilities exceeding the fair value of the assets of the pension plans. As prescribed by this regulation, these liabilities are being recognized over a period of five years as from 2002.
(l) Other current and long-term liabilities
These are stated at their known or estimated amounts, including accrued charges and monetary and foreign exchange variations, when applicable.
(m) Interest on capital
This interest has been recorded in accordance with Law 9249/95, for tax deductibility purposes, calculated on a daily pro-rata basis, at the Long-term Interest Rate (TJLP) and recorded in conformity with CVM Deliberation 207/96.
(n) Net income or loss per thousand shares
Net income or loss per thousand shares is calculated based on the number of shares issued at the balance sheet date.
(o) Use of estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results in the future could differ from those estimates.
4. Customers
Receivables from customers (except agreements) do not include fines, interest or any other charges on overdue bills and are summarized as follows:
Balance sheet balances
September2003 | June 2003 | |
Current assets | ||
General customers | ||
- Consumers (i) | 332,186 | 254,561 |
- Special customers (ii) | 89,116 | 77,024 |
- Agreements (iii) | 55,317 | 44,212 |
476,619 | 375,797 | |
Government entities | ||
- Municipal São Paulo | 243,260 | 230,360 |
- Municipal other | 132,356 | 122,893 |
- State | 77,495 | 62,955 |
- GESP Agreement | 37,706 | 37,706 |
- Federal | 14,915 | 12,125 |
505,732 | 466,039 | |
Bulk sale customers municipal authorities | ||
- Guarulhos | 203,189 | 192,681 |
- Mauá | 52,631 | 49,389 |
- Mogi das Cruzes | 3,342 | 3,173 |
- Santo André | 172,380 | 165,346 |
- São Bernardo do Campo | 162,576 | 158,740 |
- São Caetano do Sul | 2,287 | 2,317 |
- Diadema | 44,650 | 42,107 |
641,055 | 613,753 | |
Amounts to be billed | 228,595 | 205,904 |
Subtotal | 1,852,001 | 1,661,493 |
Allowance for doubtful accounts | ||
Private and government | (280,798) | (278,637) |
Bulk sales | (475,621) | (457,670) |
(756,419) | (736,307) | |
Total | 1,095,582 | 925,186 |
Receivables from general customers refer to (i) consumers - households and small and medium-sized businesses (ii) special consumers - large consumers, companies, industries, condominiums and special billing consumers (industrial waste, wells, etc.); and (iii) agreements to refinance overdue receivables in installments.
Aging analysis
September2003 | June 2003 | |
Amounts not yet due | 485,171 | 455,461 |
Overdue up to 30 days | 121,463 | 110,132 |
Overdue from 31 to 60 days | 56,943 | 58,508 |
Overdue from 61 to 90 days | 52,919 | 41,485 |
Overdue from 91 to 120 days | 50,724 | 39,386 |
Overdue from 121 to 180 days | 116,767 | 76,032 |
Overdue from 181 to 360 days | 200,813 | 137,617 |
Overdue from more than 360 days | 767,201 | 742,872 |
Subtotal | 1,852,001 | 1,661,493 |
Allowance for doubtful accounts | (756,419) | (736,307) |
Total | 1,095,582 | 925,186 |
Allowance for doubtful accounts
The additional allowances charged during the periods are as follows:
3rd quarter of 2003 | 2nd quarter of 2003 | |
Supplement | Supplement | |
Prior balance | 736,307 | 704,204 |
General customers/government entities | 2,162 | 9,881 |
Bulk sales customers municipal authorities | 17,950 | 22,222 |
Total | 20,112 | 32,103 |
Current balance | 756,419 | 736,307 |
The Companys accounting policy for establishing the allowance for doubtful accounts is as follows:
(*) accounts
receivable (excluding accounts receivable from the State Government) over R$ 5 and less
than R$ 30 overdue for more than 360 days;
(**) accounts receivable balances
(excluding accounts receivable from the State Government) over R$ 30 overdue for
more than 360 days, for which legal action has been taken;
(***) accounts receivable
balances (excluding accounts receivable from the State Government) less than R$ 5
overdue for more than 180 days are written-off through a direct charge to Selling
expenses.
The Company recorded direct charges for probable losses in accounts receivable incurred in the 3rd quarter of 2003, in the amount of R$ 29,606 (net of recoveries, of R$ 9,494 up to R$ 5 and R$ 20,112 over R$ 5), directly to results for the period, in conformity with the guidelines of Law 9430/96, recorded in Selling expenses. In 2002 these losses amounted to R$ 39,137 in the 3rd quarter.
Bulk sale customers municipal authorities
The amounts receivable on bulk sales refer to the sale of treated water to certain municipal authorities which distribute, bill and charge for this water.
Change
Municipality | Balance - June 2003 | Billed | Received | Balance - September 2003 |
Guarulhos | 192,681 | 19,171 | 8,663 | 203,189 |
Mauá | 49,389 | 6,319 | 3,077 | 52,631 |
Mogi das Cruzes | 3,173 | 3,141 | 2,972 | 3,342 |
Santo André | 165,346 | 11,394 | 4,360 | 172,380 |
São Bernardo do Campo | 158,740 | 15,197 | 11,361 | 162,576 |
São Caetano do Sul | 2,317 | 3,360 | 3,390 | 2,287 |
Diadema | 42,107 | 5,317 | 2,774 | 44,650 |
Total | 613,753 | 63,899 | 36,597 | 641,055 |
Municipality of São Bernardo do Campo
(i) The Company is negotiating with the Municipality the transfer of the services and resolution of the debt.
(ii) Based on a judicial decision, the Municipality of São Bernardo do Campo is paying the debt relating to the processes 1256/96, amounting to R$ 22,426, in nine annual installments, and 2640/84, amounting to R$ 9,556, in eight annual installments, both subject to monetary adjustments upon receipt. The amount of both agreements is recorded in current assets and long-term receivables, in the amounts of R$ 3,686 and R$ 28,296, respectively.
State Government
Balance June 2003 | Billed | Received | JSCP (*) | Balance -September 2003 |
62,955 | 61,449 | 37,662 | (9,247) | 77,495 |
(*) JSCP amount related to interest on capital in 2002, payable to the State Government, offset against amounts receivable.
5. Receivable from the State Government
The accounts receivable relate to supplementary pensions and paid leave benefits paid by the Company to former employees of the state-owned companies which merged to form SABESP. The amounts are reimbursed by the Government of the State of São Paulo (the "State Government" or GESP), which is the primary obligor in accordance with State Law 200/74. At September 30, 2003, these credits amount to R$ 143,050 (June 2003 R$ 122,104).
At September 30, 2003, the Company employs 277 people entitled to these benefits and 2,868 (June 2003 2,871) who already receive supplementary pensions. The amount of the future benefits, calculated based on actuarial methodologies is R$ 908,861, and is not recorded in the Companys accounts because it refers to an obligation of the São Paulo State Government.
On December 11, 2001, the Company entered into an Agreement for Recognition and Consolidation of Obligations, Payment Commitments and Other Covenants, described in Note 14, under which the São Paulo State Government acknowledges a debt of R$ 320,623, which must be mutually reconciled between the parties, and which corresponds to the balance of these obligations on November 30, 2001. The amount of R$ 33,750 (June 2003 R$ 33,750) related to this settlement is recorded under current assets as Receivable from the State Government, and the remaining portion in long-term receivables as GESP Agreement.
6. Property, Plant and Equipment
September 2003 | June 2003 | |||
Cost | Accumulated depreciation |
Net | Net | |
In use | ||||
Water systems | ||||
Land | 918,623 | - | 918,623 | 917,336 |
Buildings | 2,564,257 | (1,067,072) | 1,497,185 | 1,515,929 |
Ducts | 738,978 | (254,603) | 484,375 | 486,676 |
Water meters | 250,805 | (110,106) | 140,699 | 136,574 |
Networks | 2,993,322 | (765,820) | 2,227,502 | 2,201,869 |
Equipment | 165,819 | (106,309) | 59,510 | 59,378 |
Other | 294,998 | (139,578) | 155,420 | 161,646 |
Subtotal | 7,926,802 | (2,443,488) | 5,483,314 | 5,479,408 |
Sewage systems | ||||
Land | 343,592 | - | 343,592 | 340,364 |
Buildings | 1,237,747 | (375,523) | 862,224 | 861,890 |
Ducts | 754,218 | (250,245) | 503,973 | 505,987 |
Networks | 3,932,164 | (817,560) | 3,114,604 | 3,057,739 |
Equipment | 381,743 | (226,938) | 154,805 | 153,623 |
Other | 26,297 | (10,946) | 15,351 | 15,553 |
Subtotal | 6,675,761 | (1,681,212) | 4,994,549 | 4,935,156 |
General use | ||||
Land | 102,527 | - | 102,527 | 102,527 |
Buildings | 114,873 | (53,702) | 61,171 | 61,907 |
Transportation equipment | 130,905 | (105,926) | 24,979 | 27,329 |
Furniture, fixtures and equipment | 247,831 | (129,695) | 118,136 | 120,289 |
Free lease land | 25,312 | - | 25,312 | 25,312 |
Free lease assets | 8,023 | (2,471) | 5,552 | 5,552 |
Subtotal | 629,471 | (291,794) | 337,677 | 342,916 |
Subtotal in use | 15.232.034 | (4,416,494) | 10,815,540 | 10,757,480 |
Construction in progress | ||||
Water systems | 740,664 | - | 740,664 | 776,164 |
Sewage systems | 1,711,972 | - | 1,711,972 | 1,693,183 |
Other | 23,488 | - | 23,488 | 23,366 |
Subtotal construction in progress | 2.476.124 | - | 2,476,124 | 2,492,713 |
Intangible assets | 312.755 | (39,939) | 272,816 | 274,125 |
Total | 18,020,913 | (4,456,433) | 13,564,480 | 13,524,318 |
(a) Depreciation
Depreciation is calculated at the following annual rates: buildings 4%; ducts 5%; water meters 10%; networks 2%, transportation equipment 20%; furniture, fixtures and equipment 10 to 20% and other from 2 to 20%.
(b) Construction in progress
The estimated disbursements as from October 2003, up to 2008, relating to Project investments already contracted are approximately R$ 767,195.
(c) Disposal of property, plant and equipment
The Company wrote-off items of property, plant and equipment in this quarter of R$ 3,889 (R$ 2,157 3rd quarter of 2002), due to obsolescence, decommissioning or theft.
(d) Expropriations
As a result of the implementation of priority projects related to the water and sewage systems, the Company was forced to expropriate or establish rights of way over third-party properties, in conformity with the relevant legislation. The owners of these properties will be compensated either through amicable or court means.
The Companys legal department estimates that the compensation to be paid as from the 4th quarter of 2003, although with no determined dates for disbursement, amounts to approximately R$ 189,000, which will be paid with Company funds. The assets to be received as a result of these negotiations will be recorded as property, plant, and equipment after the transaction is completed.
(e) Revaluation of assets and tax effects
All property, plant and equipment were revalued in 1990 and 1991 and are being depreciated at rates which take into consideration the remaining economic useful lives of the assets presented in the appraisal reports which, as a rule, are within the above rates. In the period from January to September 2003 the realization of the revaluation reserve amounted to R$ 103,914.
As permitted by CVM Instruction 197/93, the Company did not provide for the tax effects (deferred taxes) on the revaluation surplus of property, plant and equipment carried out in 1990 and 1991. Had this effect been accounted for, the unrealized amount at September 30, 2003 would be R$ 537,245 (June 2003 R$ 545,665).
(f) Intangible assets
As from 1999, new concessions have been negotiated taking into account the projected financial results based on appraisal reports issued by independent valuers.
The amount defined in the related contract, after the conclusion of the negotiations with the municipality and final settlement through subscription of the Company's shares or in cash, is recorded in this account and amortized over the related concession period of 30 years.
7. Loans and Financing
Balance of loans
September 2003 | June 2003 | |||||||||
Short-term | Long-term | Total | Short-term | Long-term | Total | Maturity | Annual interest rate | Indexation | Guarantees | |
Domestic | ||||||||||
Federal Government / Banco do Brasil | 152,258 | 2,317,662 | 2,469,920 | 147,165 | 2,326,879 | 2,474,044 | 2014 | 8.50 | UPR | São Paulo State Government |
3rd issue of debentures | 413,094 | - | 413,094 | - | 413,094 | 413,094 | 2004 | CDI + 2.85% | - | |
4th issue of debentures | 75,001 | 224,999 | 300,000 | 50,000 | 250,000 | 300,000 | 2006 | CDI + 1.2% | - | |
5th issue of debentures | - | 428,884 | 428,884 | - | 427,663 | 427,663 | 2007 | CDI+1.85% and 13.25% | IGPM | - |
CEF | 35,443 | 488,208 | 523,651 | 32,023 | 490,744 | 522,767 | 2007 to 2018 | 5 % to 9.5% | UPR | Own resources |
BNDES | - | 76,182 | 76,182 | - | 34,344 | 34,344 | 2012 | 3% + TJLP | Own resources | |
Other | 2,269 | 25,446 | 27,715 | 2,252 | 25,050 | 27,302 | 2009/11 | 12% / CDI | UPR | - |
Interest and charges | 51,958 | - | 51,958 | 48,195 | - | 48,195 | ||||
Total domestic | 730,023 | 3,561,381 | 4,291,404 | 279,635 | 3,967,774 | 4,247,409 | ||||
Foreign Bird US$30,596 thousand | 51,882 | 37,563 | 89,445 | 87,974 | 36,217 | 124,191 | 2004/07 | 4.62 | Currency basket variation + US$ | Federal Government |
Soc.Génerale EUR 3,118 thousand | 2,619 | 8,025 | 10,644 | 2,541 | 7,784 | 10,325 | 2006 | 5.80 | EUR | Federal Government |
Bid US$ 440,693 thousand | 108,645 | 1,179,678 | 1,288,323 | 104,095 | 1,114,813 | 1,218,908 | 2007/25 | 3 % to 7.7% | Currency basket variation + US$ | Federal Government |
Eurobonds US$ 500,000 thousand | - | 1,461,700 | 1,461,700 | 574,400 | 1,436,000 | 2,010,400 | 2005/08 | 10% and 12% | US$ | - |
Deutsche Bank Luxembourg US$ 50,000 thousand | 58,468 | 87,702 | 146,170 | 57,440 | 86,160 | 143,600 | 2005 | 11.13 | US$ | - |
Interest and charges | 65,925 | - | 65,925 | 83,565 | - | 83,565 | ||||
Total foreign | 287,539 | 2,774,668 | 3,062,207 | 910,015 | 2,680,974 | 3,590,989 | ||||
Total | 1,017,562 | 6,336,049 | 7,353,611 | 1,189,650 | 6,648,748 | 7,838,398 | ||||
UPR: Standard Reference Unit | TJLP : Long-term Interest Rate |
VARIATION OF CURRENCY BASKET: amount related to Bid and Bird account unit | EUR: Euro |
CDI: Interbank Deposit Certificate | IGP-M: Market General Price Index |
Eurobonds
In July 2003, the Company paid Eurobonds in the amount of US$ 200 million.
8. Income Tax and Social Contribution
(a) Balance sheet accounts
September | June 2003 | |
Current assets | ||
Income tax to offset | 10,241 | - |
Social contribution to offset | 150 | - |
10,391 | - | |
Deferred income tax | 2,749 | 1,802 |
Deferred social contribution | 987 | 648 |
3,736 | 2,450 | |
Long-term receivables | ||
Deferred income tax | 116,041 | 99,243 |
Deferred social contribution | 110,261 | 108,087 |
226,302 | 207,330 | |
Current liabilities | ||
Deferred income tax | 9,903 | 9,903 |
9,903 | 9,903 | |
Long-term liabilities | ||
Deferred income tax | 65,759 | 62,923 |
Deferred social contribution | 19,163 | 18,143 |
84,922 | 81,066 | |
(b) Deferred taxes
(i) Current assets
Mainly calculated on temporary differences in the amount of R$ 10,982 (June 2003 R$ 7,206).
(ii) Long-term receivables
Calculated on temporary differences, totaling R$ 464,164 (June 2003 R$ 396,971) for income tax and R$ 475,601 (June 2003 R$ 409,334) for social contribution, and on tax losses for social contribution purposes accumulated up to September 30, 2003, in the amount of R$ 749,518.
The Company is claiming in court the right to fully offset tax loss carryforwards for income tax and social contribution purposes, without the 30% annual limitation imposed by Law 8981/95; notwithstanding this, the portion offset in the year observed the limitation established in this law.
In conformity with CVM Deliberation 273/98 and Instruction 371/02, the realization of credits arising from income tax and social contribution losses on temporary differences will occur by the end of 2006 based on budgetary projections.
Approximate percentage realization:
Year | 2003 | 2004 | 2005 | 2006 |
Realization | 15% | 23% | 29% | 33% |
Also in conformity with the provisions of CVM Instruction 371/02, in addition to the regular projections, the Company has prepared its budget projections to support this realization discounted to present value using the discount rate of 15% approved by the Joint Meeting of the Board of Directors and of the Audit Committee.
(ii) Long-term liabilities
Mainly calculated on temporary differences totaling R$ 263,035 (June 2003 R$ 251,692) for income tax and R$ 212,928 (June 2003 R$ 201,586) for social contribution.
(c) Reconciliation of the effective tax rate
The amount recorded as income tax and social contribution expense in the financial statements is reconciled from the nominal rates as shown below:
3rd quarter of 2003 | 3rd quarter of 2002 | |
Income (loss) before taxation | 54,976 | (989,246) |
Benefit (expense) at nominal rate of 34% | (18,692) | 336,344 |
Reconciliation adjustments: | ||
- Non-deductible realization of revaluation reserve | (8,427) | (7,921) |
- Other differences | 1,039 | (7,139) |
Income tax and social contribution in | ||
the results for the period | (26,080) | 321,284 |
The effective rate for income tax and social contribution in the quarter was impacted by contingent provisions (customers and suppliers), actuarial liability and realization of the revaluation reserve.
9. Special Payment in Installments (PAES)
The Company adhered to PAES on July 31, 2003, according to Law 10684/2003, including in the Program the debts related to COFINS and PASEP, involved in a lawsuit against the application of Law 9718/98 and the REFIS balance. The debt will be paid in 120 months.
Of the amount of R$ 315,216, R$ 32,329 is recorded in short-term and R$ 282,887 in long-term liabilities.
The amount paid as from the option for the PAES Program, from July to September 2003, was R$ 7,997, of which R$ 6,260 refer to charges.
The assets used as guarantees in REFIS, in the amount of R$ 249,034, remain as such in the PAES Program.
10. Provisions and Contingencies
(a) Provisions in long-term liabilities
Management, base on an analysis with its legal advisors, recorded a provision in the amount of R$ 360,892 (June 2003 R$ 313,108), considered sufficient to meet probable losses on legal actions.
(i) Labor claims the Company is defending several labor claims, most of the amounts involved being under provisional or definite execution, thus being classified as of probable loss and duly provided for. The amount provided refers mainly to overtime and health hazard premium claims, and they are currently in various courts.
(ii) Contractors - these refer to actions filed arising from construction contracts which have already been judged by lower courts and await the decision on the appeals filed by SABESP.
(iii) Customers - these refer to actions filed by our customers claiming tariff parity, currently in the lower or appellate courts, where decisions to date have been both favorable and unfavorable to the Company.
(b) Lawsuits
The Company is a defendant in lawsuits and administrative proceedings relating to environmental, tax, civil and labor issues, which are deemed by our legal advisors to be possible gains/losses and are therefore not recorded in the Company's books, totaling approximately R$ 358,000 at September 30, 2003 (June 2003 R$ 353,000).
11. Pension and Health Benefit Plans
The Company is the sponsor of Fundação SABESP de Seguridade Social ("SABESPREV"), formed in August 1990 to manage the Company's employees pension and health benefit plans.
The monthly contributions to the defined benefit pension plan amount to 2.10% by the Company and 2.10% by participants.
The participants contributions shown in the previous paragraph is the average, because the actual percentage depends on salary levels (between 1% and 8.5%).
The health benefit program(optional health plans of free choice) is also funded by Company and participating employee contributions, which in the period were as follows:
Company: 6.21% on average of the payroll;
Participating employees: 3.21% of base salary and premiums, corresponding to 2.25% of gross payroll, on average.
12. Benefits to Employees
In order to comply with the provisions of CVM Deliberation 371/00, the amounts of the pension and retirement benefits granted or to be granted, to which employees are entitled after retirement, are presented below.
At December 31, 2002, based on the report of the independent actuary, SABESP had a net actuarial liability of R$ 281,195, representing the difference between the present value of the Companys obligations to the participating employees, retired employees, and pensioners, and the fair value of the plan assets.
The Company chose to recognize the liability over a five-year period. At September 30, 2003, the amount of R$ 125,948 (at June 30, 2003 R$ 106,898), is recorded in long-term liabilities.
In 2003 the estimated expense is R$ 88,816, of which R$ 66,608 were recorded from January to September 2003, as follows:
1st quarter of | 2nd quarter of | 3rd quarter of | Jan-Sep of | |
2003 | 2003 | 2003 | 2003 | |
Transfer to Sabesprev | 2,840 | 3,003 | 3,153 | 8,996 |
Actuarial liability | 19,299 | 19,263 | 19,050 | 57,612 |
Total recorded | 22,139 | 22,266 | 22,203 | 66,608 |
As determined by IBRACON NPC 26, approved by CVM Deliberation 371, during the first year of its application, the effects were recorded as extraordinary item, net of the related taxes. As from 2003, these effects started to be recorded as operating expenses.
13. Profit Sharing
The profit sharing relating to the period from July 2002 to June 2003 was paid in August 2003, according to the collective agreement.
The Company is accruing up to one months payroll in connection with the profit sharing program from July 2003 to June 2004. In the quarter, the amount of R$ 10,476, was accrued and recorded in current liabilities.
14. Related Party Transactions
September 2003 | June 2003 | |
Current assets | ||
Cash, banks and time deposits with financial institutions | ||
controlled by the State Government Nossa Caixa S.A. | 257,715 | 293,950 |
State Government customers (Note 4) | 115,201 | 100,661 |
Accounts receivable | 86,742 | 140,386 |
Agreement | 37,706 | 37,706 |
Restructuring of accounts offset against JSCP | (9,247) | (77,431) |
Accounts receivable from shareholders (Note 5) | 176,800 | 155,854 |
Accounts receivable | 143,050 | 122,104 |
Agreement | 33,750 | 33,750 |
Long-term receivables | ||
GESP Agreement | 607,374 | 607,374 |
Current liabilities | ||
Interest on capital up to 2001 | 126,967 | 126,967 |
Interest on capital provided in 2003 | 113,294 | 113,294 |
Interest on capital payable to the State Government relative to 2002 is being offset against the accounts receivable balance, as shown above. Interest on capital relative to 2001 will be offset against the amounts involved in the Agreement for Recognition and Consolidation of Obligations, Payment Commitments and Other Covenants.
3rd quarter of | 3rd quarter of | |
2003 | 2002 | |
Gross sales and services revenues | ||
Water sales | 34,411 | 34,644 |
Sewage services | 27,038 | 28,096 |
Collections | (37,662) | (97,311) |
Financial income | ||
Short-term investments | 16,964 | 21,390 |
These refer to sales to State Government agencies carried out under the terms and conditions considered by management as regular market conditions, except for the way the receivables are settled, which can be as follows:
(a) Agreement for Recognition and Consolidation of Obligations, Payment Commitments and Other Covenants (GESP Agreement)
The above agreement was signed on December 11, 2001 between the Company, the State Government of São Paulo, through the State Finance Secretariat, and the Department of Water and Electric Power (DAEE), with the State Department of Water Resources, Sanitation and Works as intervening party. Under such agreement, the State acknowledges that by force of Law No. 200/74, it is responsible for the charges arising from the pension plan and acknowledges the existence of debts arising from invoices for the rendering of water supply and sewage collection services. The total contract value is R$ 678,830, at historical amounts, of which R$ 320,623 refers to pension benefits in the period from March 1986 to November 2001, and R$ 358,207 for rendering of water supply and sewage collection services, invoiced and due from 1985 to December 1, 2001.
In recognition of the strategic importance of the Taiaçupeba, Jundiaí, Biritiba, Paraitinga, and Ponte Nova reservoirs for ensuring the maintenance of the water volume of the Alto Tietê system, the Department of Water and Electric Power (DAEE) will transfer these properties to the Company as a partial amortization, through the assignment of receivables, of the amount due by the State.
The valuation of the reservoirs has already been completed and approved by the Companys Board of Directors amounting to R$ 300,880 thousand (base date June 2002), as stated in the appraisal report to be submitted to the appreciation of the Extraordinary General Meeting of shareholders, after the conclusion of the calculation of the effective amounts related to the retirement and pension supplements.
The agreement also established that the legal advisors of the State Finance Secretariat will carry out specific analyses, already under way, to reconcile the amount of pension benefits. The determination of these amounts, estimated to be concluded by the end of the year, is being made by the Institute of Accounting, Actuarial and Finance Researches (FIPECAFI), contracted by SABESP. Up to the conclusion of this work, which management does not expect to find significant variations, and completion the approval process of the appraisal report and corresponding credit assignment related to the mentioned reservoirs, according to sole paragraph of clause 11 of the Agreement, the date to start the payments, which was originally in July 2002, is automatically extended.
After the conclusion of the determination of the amounts related to the retirement and pension supplements, as well as the amounts arising from services rendered related to water and sewage services, subject to monetary restatement, and, in the case of balance payable by the State Government, this will be offset against interest on capital relating to 2001.
(b) Memorandum of Understanding with the State of São Paulo Government
The Company and the São Paulo State Government, through the State Finance Secretariat, entered into a Memorandum of Understanding on September 30, 1997 aimed at settling the balance of accounts receivable for sales and services rendered by the Company, the pension and paid leave of employees benefiting from Law 200/74, and other payables, using dividends and/or interest on capital, when applicable.
15. Financial Instruments
(a) Market value of financial instruments
The market values of the main financial instruments of the Company approximate their book values, as follows:
September 2003 | June 2003 | |
Financial investments | 238,387 | 273,125 |
Loans and financing | 7,353,611 | 7,838,398 |
The market values of these financial instruments are determined annually by the Companys management.
(b) Concentration of credit risk
A significant portion of sales is made to a broad customer base. Credit risk is mitigated due to the large portfolio and the control procedures, which monitor this risk.
The allowance for doubtful accounts is sufficient to cover realization losses.
(b) Foreign currency
Transactions in foreign currency consist of borrowings for the improvement and expansion of the Company's water and sewage systems.
16. Operating Costs and Expenses
Jul-Sep | Jan-Sep | Jul-Sep | Jan-Sep | |
2003 | 2003 | 2002 | 2002 | |
1. Cost of sales and services | ||||
Salaries and payroll charges | 203,407 | 593,549 | 170,784 | 487,472 |
General supplies | 19,611 | 54,599 | 16,926 | 47,869 |
Treatment supplies | 21,483 | 69,111 | 15,807 | 60,454 |
Services | 50,285 | 146,053 | 53,646 | 148,890 |
Electric power | 82,036 | 234,312 | 70,357 | 191,365 |
General expenses | 7,405 | 24,798 | 8,720 | 24,757 |
Depreciation and amortization | 122,145 | 384,012 | 126,734 | 375,040 |
PASEP credit | (4,863) | (14,362) | - | - |
501,509 | 1,492,072 | 462,974 | 1,335,847 | |
2. Selling expenses | ||||
Salaries and payroll charges | 34,842 | 97,063 | 26,591 | 75,069 |
General supplies | 1,293 | 3,705 | 1,160 | 3,124 |
Services | 21,963 | 63,415 | 22,703 | 62,397 |
Electric power | 184 | 571 | 149 | 341 |
General expenses | 10,718 | 26,563 | 5,345 | 18,650 |
Depreciation and amortization | 602 | 1,827 | 629 | 1,751 |
Write-off of receivables | 29,606 | 95,154 | 39,137 | 134,422 |
PASEP credit | (56) | (165) | - | - |
99,152 | 288,133 | 95,714 | 295,754 | |
3. General and administrative expenses | ||||
Salaries and payroll charges | 29,202 | 82,921 | 24,947 | 70,446 |
General supplies | 811 | 2,583 | 887 | 2,936 |
Services | 8,882 | 29,043 | 14,111 | 43,171 |
Electric power | 205 | 587 | 145 | 405 |
General expenses | 9,180 | 24,256 | 6,233 | 12,774 |
Depreciation and amortization | 4,269 | 10,583 | 2,999 | 8,363 |
Tax expenses | 5,737 | 20,244 | 5,115 | 18,033 |
PASEP credit | (98) | (239) | - | - |
58,188 | 169,978 | 54,437 | 156,128 | |
4. Costs, selling, general and administrative expenses (1+2+3) | ||||
Salaries and payroll charges | 267,451 | 773,533 | 222,322 | 632,987 |
General supplies | 21,715 | 60,887 | 18,973 | 53,929 |
Treatment supplies | 21,483 | 69,111 | 15,807 | 60,454 |
Services | 81,129 | 238,511 | 90,460 | 254,458 |
Electric power | 82,425 | 235,470 | 70,651 | 192,111 |
General expenses | 27,303 | 75,617 | 20,298 | 56,181 |
Depreciation and amortization | 127,016 | 396,422 | 130,362 | 385,154 |
Tax expenses | 5,737 | 20,244 | 5,115 | 18,033 |
Write-off of receivables | 29,606 | 95,154 | 39,137 | 134,422 |
PASEP credit | (5,017) | (14,766) | - | - |
658,849 | 1,950,183 | 613,125 | 1,787,729 | |
5. Financial expenses | ||||
Interest on local loans and financing | 134,182 | 402,398 | 121,963 | 335,334 |
Interest on foreign loans and financing | 66,856 | 190,839 | 84,086 | 206,359 |
Interest on capital | - | 158,346 | - | 108,222 |
Interest on capital (reversal) | - | (158,346) | - | (108,222) |
Other financial expenses | 16,940 | 81,076 | 40,220 | 75,037 |
Exchange variations on loans and financing | 38,207 | 114,836 | 21,113 | 55,575 |
Foreign exchange variations on loans and financing | 84,894 | (542,105) | 1,062,077 | 1,677,804 |
Other monetary/foreign exchange variations | (5,306) | 9,412 | 9,189 | 12,004 |
Provisions | 45,263 | 115,233 | 33,519 | 77,772 |
PASEP credit | (2,886) | (8,778) | - | - |
378,150 | 362,911 | 1,372,167 | 2,439,885 | |
6. Financial income | ||||
Monetary variations | 34,449 | 53,980 | 3,981 | 29,680 |
Earnings on financial investments | 21,134 | 59,307 | 21,512 | 47,005 |
Interest | 8,598 | 25,608 | 19,541 | 37,386 |
Other | - | - | 7 | 14 |
64,181 | 138,895 | 45,041 | 114,085 |
17. Compensation for Concession Termination
The Municipalities of Diadema and Mauá terminated the concessions for water supply and sewage collection at the beginning of 1995.
In December 1996, the Company filed claims to seek compensation for investments made during the terms of the concession agreements.
Even though the Company has not yet been compensated for these investments, water is still supplied on a bulk basis to these municipalities, which currently operate their own water distribution and sewage collection systems.
The residual net book value of property, plant, and equipment relating to the Municipality of Diadema, written-off in December 1996 amounted to R$ 75,231, and the claim balance and other receivables from the municipality amounting to R$ 62,876 are recorded under long-term receivables in "Compensation for concession termination".
The residual net book value of property, plant and equipment relating to the Municipality of Mauá, written off in December in 1999 amounted to R$ 103,763, and the claim balance of R$ 85,918 is recorded under long-term receivables in "Compensation for concession termination".
Both claims are pending court decision but the legal advisor conducting the litigation expects a favorable outcome.
In relation to the Municipality of Mauá, in February 2003, there was a discovery hearing. Currently, the Company is awaiting the judicial decision about the requirements resulting from the hearing.
After this stage, the parties will express their position and the court records will be concluded for sentence. In June 2003, the records were taken by the expert appointed by the court and have not yet been returned.
In relation to the Municipality of Diadema, there are several lawsuits involving the agreements signed between the parties. Amongst them, the class and annulment actions have already been judged in favor of SABESP.
18. Shareholders Equity
(a) Authorized capital
The Company is authorized to increase its capital up to a maximum of R$ 4,100,000, corresponding to 40,000,000,000 book-entry common shares with no par value.
(b) Subscribed and paid-up capital
Capital is comprised of 28,479,577,827 common nominative shares, with no par value, distributed as follows:
September 2003 | June 2003 | |||
Shareholders | Number | % | Number | % |
São Paulo State | 20,376,674,058 | 71.54 | 20,376,674,058 | 71.54 |
Shares held in custody by Stock Exchanges | 8,068,163,879 | 28.33 | 8,062,252,883 | 28.31 |
Other | 34,739,890 | 0.13 | 40,650,886 | 0.15 |
28,479,577,827 | 100.00 | 28,479,577,827 | 100.00 | |
(c) Remuneration of shareholders
Shareholders are entitled to a minimum mandatory dividend of 25% of adjusted net income calculated in conformity with Brazilian Corporate Law.
The interest on capital in 2003 will be paid in up to 60 days after the Ordinary General Meeting has approved the financial statements.
(d) Capital reserve
Comprises tax incentives and donations from government agencies.
(e) Revaluation reserve
As permitted by CVM Instruction 197/93, the Company opted not to recognize the deferred income tax and social contribution liability (non-cash) on the revaluation reserve of property, plant and equipment recorded up to 1991.
The revaluation reserve is charged against retained earnings in proportion to the depreciation and disposal of the respective assets.
(f) Changes in retained earnings
September | June 2003 | |
Prior balance | 425,287 | 184,653 |
Realization of revaluation reserve | 24,784 | 26,193 |
Net income for the period | 28,896 | 332,631 |
Interest on capital | - | (118,190) |
Current balance | 478,967 | 425,287 |
19. Subsequent Event
5th issue of debentures
At October 1, 2003, the 5th issue of debentures was repriced, changing the remuneration conditions as follows:
1st series CDI +
2.00% p.a.
2nd series IGP-M + 12.70% p.a.
Due to the changes, 2,737 debentures of the 1st series and 1,977 debentures of the 2nd series were repurchased.
1. Sabesp recovered the EBITDA margin and increased 8.8% its gross revenue.
(R$ million) | |||
Main indicators | 3Q02 | 3Q03 | Change |
Gross operating revenue | 994.3 | 1,081.8 | 8.8% |
Operating result before financial expenses (LAJIR) | 350.2 | 372.6 | 6.4% |
EBITDA (*) | 480.6 | 499.6 | 4.0% |
EBITDA margin | 49.9% | 48.4% | |
Net income (loss) | (663.6) | 28.9 | |
(*) Earnings before interest, taxes, depreciation and amortization |
Sabesp recorded Gross operating revenue of R$ 1,081.8 million and EBITDA of R$ 499.6 million in the 3rd quarter of 2003. The net income for the period of R$ 28.9 million mainly results from the increase in operating revenue.
In the 2nd quarter of 2003, the EBITDA margin increased from 43.6% to 48.4%, recovering to the average levels recorded in recent years.
2. Gross operating revenue decrease of 0.3% (retail)
The gross operating revenue increased by R$ 87.5 million or 8.8%. This growth results from the price increase of 18.95% as from August 29, 2003.
The tables below show the increase in water volume and sewage services billed to retail customers by category of use and region in the second quarters of 2002 and 2003 (unaudited):
VOLUME OF WATER AND SEWAGE SERVICES BILLED TO THE RETAIL MARKET m3 million | |||||||||
Water | Sewage | Water + Sewage | |||||||
By Category | 3Q02 | 3Q03 | Var.% | 3Q02 | 3Q03 | Var.% | 3Q02 | 3Q03 | Var.% |
Residential | 297.3 | 296.2 | (0.4) | 227.0 | 228.0 | 0.4 | 524.3 | 524.0 | (0.1) |
Commercial | 36.5 | 35.3 | (3.3) | 31.9 | 31.5 | (1.3) | 68.4 | 66.8 | (2.3) |
Industrial | 7.7 | 7.7 | - | 6.9 | 7.3 | 5.8 | 14.6 | 15.0 | 2.7 |
Public sector | 12.0 | 11.7 | (2.5) | 9.2 | 9.0 | (2.2) | 21.2 | 20.7 | (2.4) |
Total | 353.5 | 350.7 | (0.8) | 275.0 | 275.8 | 0.3 | 628.5 | 626.5 | (0.3) |
VOLUME OF WATER AND SEWAGE SERVICES BILLED TO THE RETAIL MARKET (m3 million) | |||||||||
Water | Sewage | Water + Sewage | |||||||
By Category | 3Q02 | 3Q03 | Var.% | 3Q02 | 3Q03 | Var.% | 3Q02 | 3Q03 | Var.% |
Metro region | 232.8 | 231.5 | (0.6) | 183.5 | 184.8 | 0.7 | 416.3 | 416.3 | - |
Regional (*) | 120.7 | 119.2 | (1.2) | 91.5 | 91.0 | (0.5) | 212.2 | 210.2 | (0.9) |
Total | 353.5 | 350.7 | (0.8) | 275.0 | 275.8 | 0.3 | 628.5 | 626.5 | (0.3) |
(*) Comprises the interior and coastal regions.
3. Costs, Administrative and Selling Expenses
The total of Costs, administrative and selling expenses increased R$ 45.7 million or 7.5%. The main changes were as follows:
(R$ million) | ||||
3Q02 | 3Q03 | Differen%e | % | |
Salaries and related charges | 222.3 | 267.5 | 45.2 | 20.3 |
General supplies | 19.0 | 21.7 | 2.7 | 14.2 |
Treatment materials | 15.8 | 21.5 | 5.7 | 36.1 |
Services | 90.5 | 81.1 | (9.4) | (10.4) |
Electric power | 70.7 | 82.4 | 11.7 | 16.5 |
General expenses | 20.2 | 27.3 | 7.1 | 35.1 |
Depreciation and amortization | 130.4 | 127.0 | (3.4) | (2.6) |
Tax expenses | 5.1 | 5.7 | 0.6 | 11.8 |
Write-off of receivables | 39.1 | 29.6 | (9.5) | (24.3) |
PASEP credit | - | (5.0) | (5.0) | - |
Costs, administrative and selling expenses | 613.1 | 658.8 | 45.7 | 7.5 |
3.1. Salaries and Related Charges
The item Salaries and related charges increased by R$ 45.2 million or 20.3%. This increase relates to the following factors:
a) Increase of 14.45% in wages, benefits and payroll related charges, beginning May 2003, as a result of the collective labor agreement.
b) Destination of 2% of payroll to functional adjustments (starting September 2003), relating to the Performance Based Compensation Plan.
c) Provision for benefits to retired employees: In 2002, the actuarial liabilities related to past service cost calculated pursuant to CVM Deliberation 371/00, in the amount of R$ 12.8 million, was recorded as an extraordinary item, net of income tax and social contribution, as per paragraph 85 of Accounting Standards Procedure (NPC) 26 of the Institute of Independent Auditors of Brazil (IBRACON). The amount of R$ 13.3 million has been recorded in 2003 as salaries and charges.
3.2. General supplies
The item General supplies showed an increase of R$ 2.7 million or 14.2%, mainly relating to fuels and lubricants, arising from the increase in prices in the comparative periods. Other items contributed to this increase consisted of system maintenance and residential connections carried out by the Company, as well as the increase in consumption of security and protection materials.
3.3. Treatment materials
The item Treatment materials showed an increase of R$ 5.7 million or 36.1%, due to price adjustments and the pronounced dryness in the period, causing poor quality water and the proliferation of algae that, when dead, cause a bad taste and smell in the water, increasing the quantity of materials consumed in water treatment.
The table below summarizes the main products that affected costs in the comparative periods:
Cost by material in R$ thousand
3Q02 | 3Q03 | Difference | % | |
Ferric sulfate | 2,877.2 | 3,917.2 | 1,040.0 | 36.1 |
Lime | 2,072.4 | 2,867.9 | 795.5 | 38.4 |
Coal | 690.4 | 1,461.0 | 770.6 | 111.6 |
Aluminum sulfate | 1,366.5 | 2,104.8 | 738.3 | 54.0 |
Chlorine | 3,592.1 | 4,225.0 | 632.9 | 17.6 |
Sodium hydroxide | 188.9 | 507.0 | 318.1 | 168.4 |
Polyaluminum chloride | 349.1 | 659.9 | 310.8 | 89.0 |
Copper sulfate | 246.3 | 493.7 | 247.4 | 100.4 |
Other treatment materials | 4,424.3 | 5,246.6 | 822.3 | 18.6 |
Total | 15,807.2 | 21,483.1 | 5,675.9 | 36.1 |
3.4. Services
The item Services showed a decrease of R$ 9.4 million or 10,4%, due to the reduction of publishing and advertising services, systems maintenance, professional and technical services and residential connections.
3.5. Electric Power
The item Electric Power recorded an increase of R$ 11.7 million or 16.5%., due to the following main factors:
a) 3.5% due to the increase in consumption, from 492,970 MWh (3Q02) to 510,452 MWh (3Q03);
b) 0.8% due to the collection of the Emergency Contribution Charge (ECE), from R$ 5.70/MWh to R$ 6.60/MWh;
c) 15.51% due to the average weighted increase of the electric power tariffs between September 2002 and June 2003.
3.6. General expenses
The item General expenses showed an increase of R$ 7.1 million or 35.1%, due to the following main factors:
a) Provisions for labor contingencies, in the amount of R$ 1.7 million, and civil contingencies, in the amount of R$ 1.1 million.
b) Expenses incurred in connection with the receipt of water bills, in the amount of R$ 1.2 million, due to the adjustment of the collection services contracts.
3.7. Write-off of receivables
Showed a decrease of R$ 9.5 million or 24.3%, mainly due to the reversal of provision for doubtful accounts (offsets) of the invoices of the Municipality of São Bernardo do Campo, arising from a favorable outcome to SABESP, relating to the process 1256/96 in July 2003, in the amount of R$ 8.3 million.
3.8. PASEP credit
Law 10637/2003, in force as from December 2002, changed the PASEP determination and calculation basis.
In December 2002 and in the 1st quarter of 2003, the PASEP amount was presented net of the credit in operating revenue. As from the 2nd quarter of 2003, this credit is presented as a decrease in costs and operating expenses.
4. Financial expenses and monetary and foreign exchange variation
a) Financial expenses
The item Financial expenses showed a decrease of R$ 16.6 million, deriving from:
Interest on local loans and financing, with an increase of R$ 12.2 million, due to the increase in the CDI interest rate on the debenture debt balance.
Interest on foreign loans and financing, with a decrease of R$ 17.2 million. The debt balance is lower when compared to the 3rd quarter of 2002, due to the strengthening of the Brazilian real against the U.S. dollar in the 4th quarter of 2002, and in the 1st and 2nd quarter of 2003, resulting in an interest decrease, mainly on Eurobonds, Bid and Deutsche Bank Luxembourg.
Other financial expenses decreased by R$ 23.3 million, mainly due to interest from lawsuits in the 3rd quarter of 2002.
Provisions increased by R$ 11.7 million, arising from the increase in the provision for lawsuits with suppliers.
b) Monetary and foreign exchange variations on liabilities
The item monetary and foreign exchange variations on liabilities decreased by R$ 974.6 million, due to:
Monetary variation on local loans and financing increased by R$ 17.1 million due to the higher Standard Reference Unit (UPR) variation in the 3rd quarter of 2003 (1.29%), as compared to the 3rd quarter of 2002 (0.71%).
Foreign exchange variation on foreign loans and financing decreased by R$ 977.2 million, due to the lower devaluation of the Brazilian real against the U.S. dollar of 1.46% in the 3rd quarter of 2003, as compared to 36.93% in the 3rd quarter of 2002, on foreign currency loans.
Other monetary/foreign exchange variations decreased by R$ 14.5 million, mainly due to the gain in operations of advanced purchase of foreign currency, in July 2003, and the lower IGP-M variation in the 3rd quarter of 2003 (1.14%), as compared to the 3rd quarter of 2002 (6.82%).
5. Operating Indicators
The Company continues to expand its services, as can be seen in the table below, by increasing the number of water and sewage connections and population served (unaudited):
Operating indicators | 3Q02 | 3Q03 | % |
Water connections (1) | 5,855 | 6,012 | 2.7 |
4,257 | 4,426 | 4.0 | |
Population directly served water (2) | 21.1 | 21.2 | 0.5 |
Population served sewage (2) | 16.6 | 17.0 | 2.4 |
Water volume billed wholesale (3) | 84.2 | 87.0 | 3.3 |
Water volume billed retail (3) | 353.5 | 350.7 | (0.8) |
Sewage volume billed (3) | 275.0 | 275.8 | 0.3 |
Number of employees | 18,471 | 18,349 | (0.7) |
Operating productivity (4) | 547 | 569 | 4.0 |
6. Funding
6.1 Investment funding
Investment funding estimated for the year 2003/2004, characterized by its low cost and long repayment term, is as follows:
a) Japan Bank for International Cooperation (JBIC): Yen denominated loan, in the amount of ¥ 21,637 million, equivalent to approximately R$ 560 million, repayable over 25 years, with a seven-year grace period, and bearing interest of 2.5% per annum (p.a.) (for sewage treatment and collection, and environmental monitoring) and 1.8% p.a. (for sewage collection and connection works). The funds will be used in the Environmental Recovery Program for the Santos metro region, and the agreement between the Brazilian and Japanese Governments was signed in October 2003 and sent to the Civil Office for obtaining the Legislative Normative Acts. Its finalization is estimated for the 1st six-month period of 2004.
b) Brazilian National Development Bank (BNDES): Total Program funding is R$ 400 million. On August 8, 2002, Sabesp signed the first loan contract with BNDES and four private banks, acting as agents of the BNDES system, amounting to R$ 240 million. This loan will be used to finance part of the domestic portion of the Tietê Project 2nd stage. Of this total, R$ 100 million were already disbursed. The remaining balance is authorized by the BNDES, in the amount of R$ 160 million, bearing TJLP interest plus 3% p.a., and repayable over 10 years, with a three-year grace period. This amount will serve to finance part of the domestic portion of the Environmental Recovery Program for the Santos metro region, which will also be financed by JBIC.
c) Federal Savings and Loans Bank (CEF), using resources from the Federally-managed Severance Indemnity Fund (FGTS): loan agreement, in the amount of R$ 49 million, signed in July 2003, repayable over 15 years, with up to 36 months of grace period, rates of 8% (water) and 6.5% (sewage), risk rate of 2.5 %, management fee of 2%. In November 2003, eight agreements will be signed, totaling R$ 275 million, repayable over 15 years, with a three-year grace period, and bearing interest of 6.5% p.a. for the sewage systems and 8.0% p.a. for the water systems, in accordance with the rules of the Pro-Sanitation Program. These resources will be used to expand the water and sewages systems in the São Paulo metro, interior and coastal regions, in the municipalities where Sabesp operates.
6.2 Refinancing
a) Repricing of the 5th issue of debentures: As from October 1, 2003, the remuneration conditions of the 5th issue debentures became CDI + 2% p.a. for the first series and IGP-M plus 12.7% p.a. for the second series, for the remuneration period of 18 months, that is, from October 1, 2003 to April 1, 2005. These new conditions were proposed to the debentureholders in a Notice dated September 17, 2003, resulting in the refinancing of 88.2% of the total debentures.
7. Settlement of Loans and Financing
Total indebtedness payable by the end of 2003 amounts to R$ 210 million, of which R$ 119 million are indexed to the U.S. dollar fluctuation.
INSTITUTION | October to December 2003 |
2004 | 2005 | 2006 | 2007 | 2008 | 2009 onward | TOTAL |
DOMESTIC | ||||||||
Banco do Brasil | 37 | 156 | 169 | 184 | 201 | 218 | 1,505 | 2,470 |
CEF | 9 | 34 | 36 | 40 | 44 | 48 | 313 | 524 |
Debentures | - | 513 | 243 | 243 | 143 | - | - | 1,142 |
BNDES | - | - | 4 | 11 | 10 | 11 | 40 | 76 |
Other | 1 | 3 | 3 | 4 | 4 | 4 | 9 | 28 |
Interest and charges | 44 | 8 | - | - | - | - | - | 52 |
Total domestic | 91 | 714 | 455 | 482 | 402 | 281 | 1,867 | 4,292 |
FOREIGN | ||||||||
BIRD | 6 | 52 | 13 | 12 | 6 | - | - | 89 |
Société Génerale | 1 | 3 | 3 | 3 | - | - | - | 10 |
BID | 36 | 114 | 114 | 114 | 114 | 76 | 721 | 1,289 |
Eurobonds | - | - | 804 | - | - | 658 | - | 1,462 |
Deutsche B. Luxembourg | 29 | 58 | 59 | - | - | - | - | 146 |
Interest and charges | 47 | 19 | - | - | - | - | - | 66 |
Total foreign | 119 | 246 | 993 | 129 | 120 | 734 | 721 | 3,062 |
Total | 210 | 960 | 1,448 | 611 | 522 | 1,015 | 2,588 | 7,354 |
10.01 CHARACTERISTICS OF PUBLIC OR PRIVATE DEBENTURE ISSUES
1 ITEM | 01 |
2 ORDER NUMBER | 3 |
3 CVM REGISTRATION NUMBER | CVM/SRE/DEB/1999-030 |
4 DATE OF REGISTRATION WITH CVM | 3/18/1999 |
5 ISSUED SERIES | 1 |
6 TYPE OF ISSUE | SIMPLE |
7 NATURE OF ISSUE | PUBLIC |
8 ISSUE DATE | 2/1/1999 |
9 DUE DATE | 9/24/2004 |
10 TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 REMUNERATION CONDITIONS | CDI + 2.85% PER ANNUM |
12 PREMIUM/DISCOUNT | NONE |
13 NOMINAL VALUE (reais) | 1,003.31 |
14 AMOUNT ISSUED (Thousand of reais) | 115,380 |
15 DEBENTURES ISSUED (Units) | 115,000 |
16 OUTSTANDING DEBENTURES (Units) | 103,807 |
17 TREASURY DEBENTURES (Units) | 11,193 |
18 REDEEMED DEBENTURES (Units) | 0 |
19 CONVERTED DEBENTURES (Number) | 0 |
20 DEBENTURES TO PLACE (Number) | 0 |
21 DATE OF LAST RENEGOTIATION | 3/24/2003 |
22 DATE OF NEXT EVENT | 12/24/2003 |
1 ITEM | 02 |
2 ORDER NUMBER | 3 |
3 CVM REGISTRATION NUMBER | CVM/SRE/DEB/1999-031 |
4 DATE OF REGISTRATION WITH CVM | 3/18/1999 |
5 ISSUED SERIES | 2 |
6 TYPE OF ISSUE | SIMPLE |
7 NATURE OF ISSUE | PUBLIC |
8 ISSUE DATE | 2/1/1999 |
9 DUE DATE | 9/24/2004 |
10 TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 REMUNERATION CONDITIONS | CDI + 2.85% PER ANNUM |
12 PREMIUM/DISCOUNT | NONE |
13 NOMINAL VALUE (reais) | 1,003.31 |
14 AMOUNT ISSUED (Thousand of reais) | 115,380 |
15 DEBENTURES ISSUED (Units) | 115,000 |
16 OUTSTANDING DEBENTURES (Units) | 103,198 |
17 TREASURY DEBENTURES (Units) | 11,802 |
18 REDEEMED DEBENTURES (Units) | 0 |
19 CONVERTED DEBENTURES (Number) | 0 |
20 DEBENTURES TO PLACE (Number) | 0 |
21 DATE OF LAST RENEGOTIATION | 3/24/2003 |
22 DATE OF NEXT EVENT | 12/24/2003 |
1 ITEM | 03 |
2 ORDER NUMBER | 3 |
3 CVM REGISTRATION NUMBER | CVM/SRE/DEB/1999-032 |
4 DATE OF REGISTRATION WITH CVM | 3/18/1999 |
5 ISSUED SERIES | 3 |
6 TYPE OF ISSUE | SIMPLE |
7 NATURE OF ISSUE | PUBLIC |
8 ISSUE DATE | 2/1/1999 |
9 DUE DATE | 9/24/2004 |
10 TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 REMUNERATION CONDITIONS | CDI + 2.85% PER ANNUM |
12 PREMIUM/DISCOUNT | NONE |
13 NOMINAL VALUE (reais) | 1,003.31 |
14 AMOUNT ISSUED (Thousand of reais) | 115,380 |
15 DEBENTURES ISSUED (Units) | 115,000 |
16 OUTSTANDING DEBENTURES (Units) | 102,159 |
17 TREASURY DEBENTURES (Units) | 12,841 |
18 REDEEMED DEBENTURES (Units) | 0 |
19 CONVERTED DEBENTURES (Number) | 0 |
20 DEBENTURES TO PLACE (Number) | 0 |
21 DATE OF LAST RENEGOTIATION | 3/24/2003 |
22 DATE OF NEXT EVENT | 12/24/2003 |
1 ITEM | 04 |
2 ORDER NUMBER | 3 |
3 CVM REGISTRATION NUMBER | CVM/SRE/DEB/1999-033 |
4 DATE OF REGISTRATION WITH CVM | 3/18/1999 |
5 ISSUED SERIES | 4 |
6 TYPE OF ISSUE | SIMPLE |
7 NATURE OF ISSUE | PUBLIC |
8 ISSUE DATE | 2/1/1999 |
9 DUE DATE | 9/24/2004 |
10 TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 REMUNERATION CONDITIONS | CDI + 2.85% PER ANNUM |
12 PREMIUM/DISCOUNT | NONE |
13 NOMINAL VALUE (reais) | 1,003.31 |
14 AMOUNT ISSUED (Thousand of reais) | 51,836 |
15 DEBENTURES ISSUED (Units) | 51,666 |
16 OUTSTANDING DEBENTURES (Units) | 41,005 |
17 TREASURY DEBENTURES (Units) | 10,661 |
18 REDEEMED DEBENTURES (Units) | 0 |
19 CONVERTED DEBENTURES (Number) | 0 |
20 DEBENTURES TO PLACE (Number) | 0 |
21 DATE OF LAST RENEGOTIATION | 3/24/2003 |
22 DATE OF NEXT EVENT | 12/24/2003 |
1 ITEM | 05 |
2 ORDER NUMBER | 3 |
3 CVM REGISTRATION NUMBER | CVM/SRE/DEB/1999-034 |
4 DATE OF REGISTRATION WITH CVM | 3/18/1999 |
5 ISSUED SERIES | 5 |
6 TYPE OF ISSUE | SIMPLE |
7 NATURE OF ISSUE | PUBLIC |
8 ISSUE DATE | 2/1/1999 |
9 DUE DATE | 9/24/2004 |
10 TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 REMUNERATION CONDITIONS | CDI + 2.85% PER ANNUM |
12 PREMIUM/DISCOUNT | NONE |
13 NOMINAL VALUE (reais) | 1,003.31 |
14 AMOUNT ISSUED (Thousand of reais) | 16,482 |
15 DEBENTURES ISSUED (Units) | 16,428 |
16 OUTSTANDING DEBENTURES (Units) | 16,428 |
17 TREASURY DEBENTURES (Units) | 0 |
18 REDEEMED DEBENTURES (Units) | 0 |
19 CONVERTED DEBENTURES (Number) | 0 |
20 DEBENTURES TO PLACE (Number) | 0 |
21 DATE OF LAST RENEGOTIATION | 3/24/2003 |
22 DATE OF NEXT EVENT | 12/24/2003 |
1 ITEM | 06 |
2 ORDER NUMBER | 4 |
3 CVM REGISTRATION NUMBER | CVM\SRE\DEB\2001-022 |
4 DATE OF REGISTRATION WITH CVM | 6/4/2001 |
5 ISSUED SERIES | UM |
6 TYPE OF ISSUE | SIMPLE |
7 NATURE OF ISSUE | PUBLIC |
8 ISSUE DATE | 4/1/2001 |
9 DUE DATE | 12/15/2006 |
10 TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 REMUNERATION CONDITIONS | DI + 1.20% PER ANNUM |
12 PREMIUM/DISCOUNT | NONE |
13 NOMINAL VALUE (reais) | 10,086.01 |
14 AMOUNT ISSUED (Thousand of reais) | 302,580 |
15 DEBENTURES ISSUED (Units) | 30,000 |
16 OUTSTANDING DEBENTURES (Units) | 30,000 |
17 TREASURY DEBENTURES (Units) | 0 |
18 REDEEMED DEBENTURES (Units) | 0 |
19 CONVERTED DEBENTURES (Number) | 0 |
20 DEBENTURES TO PLACE (Number) | 0 |
21 DATE OF LAST RENEGOTIATION | |
22 DATE OF NEXT EVENT | 12/15/2003 |
1 ITEM | 07 |
2 ORDER NUMBER | 5 |
3 CVM REGISTRATION NUMBER | CVM\SRE\DEB\2002-013 |
4 DATE OF REGISTRATION WITH CVM | 5/14/2002 |
5 ISSUED SERIES | 1 |
6 TYPE OF ISSUE | SIMPLE |
7 NATURE OF ISSUE | PUBLIC |
8 ISSUE DATE | 4/1/2002 |
9 DUE DATE | 3/1/2007 |
10 TYPE OF DEBENTURE | WITHOUT |
11 REMUNERATION CONDITIONS | DI + 1.85% |
12 PREMIUM/DISCOUNT | NONE |
13 NOMINAL VALUE (reais) | 10,603.55 |
14 AMOUNT ISSUED (Thousand of reais) | 332,654 |
15 DEBENTURES ISSUED (Units) | 31,372 |
16 OUTSTANDING DEBENTURES (Units) | 31,372 |
17 TREASURY DEBENTURES (Units) | 0 |
18 REDEEMED DEBENTURES (Units) | 0 |
19 CONVERTED DEBENTURES (Number) | 0 |
20 DEBENTURES TO PLACE (Number) | 0 |
21 DATE OF LAST RENEGOTIATION | |
22 DATE OF NEXT EVENT | 10/01/2003 |
1 ITEM | 08 |
2 ORDER NUMBER | 5 |
3 CVM REGISTRATION NUMBER | CVM\SRE\DEB\2002-014 |
4 DATE OF REGISTRATION WITH CVM | 5/14/2002 |
5 ISSUED SERIES | 2 |
6 TYPE OF ISSUE | SIMPLE |
7 NATURE OF ISSUE | PUBLIC |
8 ISSUE DATE | 4/1/2002 |
9 DUE DATE | 3/1/2007 |
10 TYPE OF DEBENTURE | WITHOUT |
11 REMUNERATION CONDITIONS | IGP-M + |
12 PREMIUM/DISCOUNT | NONE |
13 NOMINAL VALUE (reais) | 14,204.48 |
14 AMOUNT ISSUED (Thousand of reais) | 122,556 |
15 DEBENTURES ISSUED (Units) | 8,628 |
16 OUTSTANDING DEBENTURES (Units) | 8,628 |
17 TREASURY DEBENTURES (Units) | 0 |
18 REDEEMED DEBENTURES (Units) | 0 |
19 CONVERTED DEBENTURES (Number) | 0 |
20 DEBENTURES TO PLACE (Number) | 0 |
21 DATE OF LAST RENEGOTIATION | |
22 DATE OF NEXT EVENT | 10/1/2003 |
1. Supplementary Information
In order to provide more information to the market, the Company is also presenting as supplementary information statements of cash flows, prepared in accordance with IBRACON Accounting Standard No. 20, as well as statements in currency of constant purchasing power.
In thousands of reais | ||||
Description | Jul-Sep 2003 | Jan-Sep 2003 | Jul-Sep 2002 | Jan-Sep 2002 |
Cash flow from operating activities | ||||
Net income (loss) for the period | 28,896 | 533,400 | (663,596) | (881,610) |
Adjustments to reconcile net income (loss) | ||||
Deferred income tax and social contribution | (16,402) | 43,539 | (328,493) | (470,812) |
Provisions for contingencies | 51,570 | (37,559) | 4,317 | 77,911 |
Social security contributions | 19,050 | 57,612 | 16,661 | 51,386 |
Property, plant, and equipment received as donations (private sector) | (1,542) | (1,885) | (1,437) | (3,459) |
Loss on disposal of property, plant and equipment | 3,889 | 39,176 | 2,157 | 11,961 |
(Gain) on the sale of property, plant and equipment | - | (4) | - | - |
Depreciation | 120,260 | 376,521 | 120,713 | 366,833 |
Amortization | 6,756 | 19,901 | 9,649 | 18,321 |
Interest on loans and financing | 208,087 | 609,064 | 214,483 | 556,259 |
Foreign exchange and indexation charges on loans and financing | 124,321 | (419,539) | 1,091,802 | 1,741,908 |
Allowance for doubtful accounts | 29,606 | 95,154 | 39,137 | 134,422 |
(Increase) decrease in assets | ||||
Customer accounts receivable | (200,002) | (279,501) | (9,279) | (196,825) |
Receivable from the State Government | (20,946) | (59,810) | (18,332) | (72,954) |
Inventories | (1,725) | 782 | (895) | 2,633 |
Recoverable taxes | (10,391) | (10,391) | (21,334) | (47,187) |
Other accounts receivable | (6,351) | (18,242) | (5,435) | (2,267) |
Long-term customer accounts receivable | (27,107) | (29,064) | (4,135) | (1,716) |
Receivable from the State Government GESP | - | - | ||
Agreement | - | 41,683 | ||
Judicial deposits | (87) | 99 | (8,815) | (9,984) |
Other long-term accounts receivable | (1,584) | (3,544) | (427) | (15,508) |
Increase (decrease) in liabilities | ||||
Accounts payable to suppliers and contractors | 11,357 | (971) | (14,902) | (54,810) |
Salaries and payroll charges | 5,699 | 7,761 | (16,919) | 3,696 |
Provisions | 4,514 | 65,616 | 27,179 | 55,008 |
Taxes and contributions | (17,439) | 51,769 | 2,659 | 4,125 |
Other accounts payable | 5,772 | 2,784 | 8,477 | 9,176 |
Long-term taxes and contributions | 55,101 | 209,162 | (12,883) | (36,772) |
Other long-term accounts payable | 6 | 6 | - | - |
Net cash provided by operating activities | 371,308 | 1,251,836 | 430,353 | 1,281,418 |
Cash flow from investing activities | ||||
Purchase of property, plant and equipment | (158,191) | (380,499) | (156,736) | (390,423) |
Sale of property, plant and equipment | - | 8 | - | - |
Increase in deferred charges | (3,209) | (7,257) | (849) | (5,965) |
Net cash used in investing activities | (161,400) | (387,748) | (157,585) | (396,388) |
Cash flow of financing activities | ||||
Financing long-term: | ||||
Funds raised | 82,469 | 800,794 | 9,805 | 420,575 |
Payments | (906,278) | (1,557,918) | (308,757) | (921,058) |
Interest on capital | ||||
Paid | (68,184) | (105,740) | (191,077) | (300,508) |
Restructuring of accounts | 68,184 | (9,247) | - | - |
Net cash used in financing activities | (823,809) | (872,111) | (490,029) | (800,991) |
Net increase (decrease) in cash and cash equivalents | (613,901) | (8,023) | (217,261) | 84,039 |
Cash and cash equivalents at the beginning of the period | 1,068,016 | 462,138 | 761,520 | 460,220 |
Cash and cash equivalents at the end of the period | (454,115) | 454,115 | (544,259) | 544,259 |
Changes in cash and cash equivalents | (613,901) | (8,023) | (217,261) | 84,039 |
Supplementary information | ||||
Interest paid on loans and financing | 225,425 | 651,119 | 213,720 | 533,362 |
Capitalization of interest and financial charges | 6,615 | (3,913) | 12,164 | 22,297 |
Income tax and social contribution paid | - | 128,646 | - | 16,595 |
Property, plant and equipment received as donations and/or paid with shares | 2,145 | 3,088 | 2,341 | 5,400 |
Interest on capital paid | 68,184 | 105,740 | 191,077 | 300,508 |
COFINS and PASEP paid | 53,888 | 113,581 | 6,550 | 44,639 |
2. Supplementary Information on Currency of Constant Purchasing Power
(a) Restatement index
The restatement of permanent assets, shareholders equity, income and expense accounts, and the calculation of gains and losses on monetary items was based on the variation of the Accounting Monetary Unit (UMC), deemed to be the variation of the General Market Price Index (IGP-M), 1.14% in the third quarter and 7.10% in the accumulated for the year.
(b) Balance sheet accounts
Assets and liabilities shown in the financial statements prepared under the constant currency method are the same as those shown in the Companys financial statements prepared under corporate legislation, except for customer accounts receivable, accounts payable to suppliers and contractors, long-term deferred income tax and social contribution, which are discounted to reflect purchasing power at September 30, 2003 using the National Association of Investment Banks and Securities Dealers (ANBID) interest rate.
Permanent assets and shareholders' equity accounts were restated based on the monthly variation of the UMC, updated by the IGP-M up to September 30, 2003.
(c) Income and expense accounts
All income and expense accounts were restated using the UMC variation, from the month they were recorded, adjusted by inflationary gains and losses on the related monetary asset and liability accounts, and which generated financial or inflationary nominal expenses and income which are offset against the related income and expense accounts.
(d) Deferred taxes and contributions
Deferred income tax and social contribution was calculated at the rates of 15% plus an additional 10%, and 9%, respectively, on the price-level restatement increment of permanent assets, in conformity with CVM instructions and Opinion 99/006 of the Institute of Independent Auditors of Brazil (IBRACON).
These amounts are stated in constant currency of September 30, 2003 purchasing power.
In thousands of reais | ||
Balance sheet | Nominal currency |
Currency of constant purchasing power |
Total assets | 16,545,263 | 31,372,549 |
Current assets | 1,801,405 | 1,798,453 |
Long-term receivables | 1,071,328 | 1,071,328 |
Permanent assets | 13,672,530 | 28,502,768 |
Investments | 740 | 1,589 |
Property, plant and equipment | 13,564,480 | 28,309,785 |
Deferred charges | 107,310 | 191,394 |
Total liabilities | 16,545,263 | 31,372,549 |
Current liabilities | 1,715,616 | 1,715,196 |
Long-term liabilities | 7,206,915 | 11,624,132 |
Shareholders equity | 7,622,732 | 18,033,221 |
Realized capital | 3,403,688 | 7,902,918 |
Capital reserves | 50,706 | 90,917 |
Revaluation reserves | 2,754,051 | 6,450,600 |
Revenue reserves | 935,320 | 3,169,876 |
Retained earnings | 478,967 | 418,910 |
In thousands of reais | ||
January to September 2003 | ||
Statement of income | Nominal currency |
Currency of constant purchasing power |
Net sales and/or services | 2,987,569 | 3,007,774 |
Cost of sales and/or services | (1,492,072) | (1,994,362) |
Gross profit | 1,495,497 | 1,013,412 |
Selling expenses | (288,133) | (290,973) |
Administrative expenses | (169,978) | (178,815) |
Result before financial expenses, net | 1,037,386 | 543,624 |
Financial expenses, net | (230,448) | 230,391 |
Operating profit | 806,938 | 774,015 |
Non-operating result | (32,638) | (85,119) |
Income before taxation and profit sharing | 774,300 | 688,896 |
Provision for income tax and social contribution | (197,361) | (198,086) |
Deferred income tax and social contribution | (43,539) | (17,774) |
Net income for the period | 533,400 | 473,036 |
Net income per share | 0.01873 | 0.01661 |
Reconciliation of results for the period and shareholders equity
In thousands of reais | ||
Description | Net income for the period |
Shareholders equity |
Corporate legislation | 533,400 | 7,622,732 |
Monetary restatement | ||
Permanent assets | 1,382,031 | 14,830,238 |
Shareholders equity | (1,468,481) | |
Adjustment to present value net | (301) | (2,532) |
Reversal (provision) of taxes | ||
Income tax | 19,402 | (3,247,954) |
Social contribution | 6,985 | (1,169,263) |
In currency of constant purchasing power | 473,036 | 18,033,221 |
3. Changes in investment of controlling shareholder, Committee members and directors from September 30, 2002 to October 31, 2003
Position at 09/30/2002 | Number of shares | Position at 10/31/2003 | ||||||
Shareholders | Number | % | New participants |
Former participants |
Number | % | ||
Shares | Quotas | Shares | Quotas | |||||
Controlling shareholder | 20,376,674,058 | 71.55 | 20,376,674,058 | 71.55 | ||||
Board of Directors members | 16 | 90,001 | (1) | 90,016 | ||||
Executive Board members | 2,493,526* | 110,000 | 110,000 | 2,493,526* | ||||
Audit Committee members | 110,000 | 110,000 | ||||||
Other shareholders | 8,102,903,769 | 8,102,793,769 | ||||||
Shares in the market | 8,102,903,769 | 28.45 | 8,102,903,769 | 28.45 | ||||
Total shares | 28,479,577,827 | 100.00 | 310,001 | - | 28,479,577,827 | 2,493,526* | 100.00 |
4. Shareholding position
Shareholders of more than 5% of the shares São Paulo State Treasury |
Common shares 20,376,674,058 |
% 71.55 |
Shareholder | Common shares | % | Quotas of Investment Funds in Sabesp shares |
CONTROLLING SHAREHOLDER | 20,376,674,058 | 71.55 | |
MANAGEMENT | |||
Board of Directors | 90,016 | ||
Executive Board | 110,000 | 2,493,526* | |
Audit Committee | 110,000 | ||
SHARES HELD IN TREASURY | - | ||
OTHER SHAREHOLDERS | 8,102,593,753 | ||
TOTAL | 28,479,577,827 | 100.00 | |
SHARES IN THE MARKET | 8,102,903,769 | 28.45 | |
To the Board of
Directors and Shareholders
Companhia de Saneamento Básico
do Estado de São Paulo -
SABESP
We have carried out limited reviews of the Quarterly Information (ITR) of Companhia de Saneamento Básico do Estado de São Paulo SABESP for the quarters and periods ended September 30 and June 30, 2003, and September 30, 2002. This information is the responsibility of the Companys management.
Our reviews were carried out in conformity with the specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the quarterly information and (b) a review of the significant information and of the subsequent events which have, or could have, significant effects on the Companys financial position and operations.
Based on our limited reviews, we are not aware of any material modifications that should be made to the quarterly information referred to above in order that such information be stated in conformity with the accounting practices adopted in Brazil applicable to the preparation of quarterly information, consistent with the Brazilian Securities Commission (CVM) regulations.
Our reviews were carried out with the objective of issuing a report on the quarterly information referred to in the first paragraph. The statement of cash flow and the information in currency of constant purchasing power, presented in the quarterly information to provide additional information on the Company, are not required in conformity with accounting practices adopted in Brazil. The statement of cash flow and the information in currency of constant purchasing power were subject to the limited review procedures described in the second paragraph, and we are not aware of any material modifications that should be made to them in order that they be properly presented, in all material respects, in relation to the quarterly information taken as a whole.
São Paulo, November 12, 2003
PricewaterhouseCoopers
Auditores
Independentes
CRC 2SP000160/O-5
Júlio César dos Santos
Contador
CRC 1SP137878/O-6
Contents | |||
GROUP | EXHIBIT | DESCRIPTION | PAGE |
01 | 01 | IDENTIFICATION | 1 |
01 | 02 | HEAD OFFICE | 1 |
01 | 03 | INVESTOR RELATIONS OFFICER (Company Mail Address) | 1 |
01 | 04 | GENERAL INFORMATION/INDEPENDENT ACCOUNTANT | 1 |
01 | 05 | CAPITAL COMPOSITION | 2 |
01 | 06 | CHARACTERISTICS OF THE COMPANY | 2 |
01 | 07 | COMPANIES EXCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS | 2 |
01 | 08 | DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER | 2 |
01 | 09 | SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT YEAR | 3 |
01 | 10 | INVESTOR RELATIONS OFFICER | 3 |
02 | 01 | BALANCE SHEET ASSETS | 4 |
02 | 02 | BALANCE SHEET LIABILITIES AND SHAREHOLDERS EQUITY | 5 |
03 | 01 | STATEMENT OF INCOME | 7 |
04 | 01 | NOTES TO THE QUARTERLY INFORMATION | 10 |
05 | 01 | COMMENTS ON CONSOLIDATED PERFORMANCE DURING THE QUARTER | 32 |
10 | 01 | CHARACTERISTICS OF PUBLIC OR PRIVATE DEBENTURE ISSUES | 39 |
16 | 01 | OTHER INFORMATION CONSIDERED RELEVANT BY THE COMPANY | 47 |
17 | 01 | REPORT ON THE SPECIAL REVIEW | 54 |
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
| ||
By: |
/S/
Rui de Britto Álvares Affonso
| |
Name: Rui de Britto Álvares Affonso
Title: Economic and Financial Director and Investor Relations Officer
|
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.