sbsitr3q13_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For December 6, 2013
(Commission File No. 1-31317)
 

 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
(Exact name of registrant as specified in its charter)
 
Basic Sanitation Company of the State of Sao Paulo - SABESP
(Translation of Registrant's name into English)
 


Rua Costa Carvalho, 300
São Paulo, S.P., 05429-900
Federative Republic of Brazil
(Address of Registrant's principal executive offices)



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

Form 20-F ___X___ Form 40-F ______
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1)__.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7)__.

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___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):

 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR - Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Version: 1

 

 

Table of Contents

 

Company Information

 

Capital Breakdown

1

Cash Proceeds

2

Parent Company Financial Statements

 

Statement of Financial Position – Assets

3

Statement of Financial Position – Liabilities

4

Statement of Income

6

Statement of Comprehensive Income

8

Statement of Cash Flows

9

Statement of Changes in Equity

 

1/1/2013 to 9/30/2013

11

1/1/2012 to 9/30/2012

12

Statement of Value Added

13

Comments on the Company’s Performance

14

Notes to the Financial Statements

20

Comments on the Company’s Projections Trend

74

Other Information Deemed as Relevant by the Company

75

Reports and Statements

 

Unqualified Report on Special Review

77

 

 

 

 


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

Company Information / Capital Breakdown

 

Number of Shares

(Units)

Current Quarter

9/30/2013

 

Paid-in Capital

 

 

Common

683,509,869

 

Preferred

0

 

Total

683,509,869

 

Treasury Shares

 

 

Common

0

 

Preferred

0

 

Total

0

 


Page 1 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

Company Information / Cash Proceeds

 

Event

Approval

Proceeds

Date of Payment

Type of Share

Class of Share

Earnings per Share

(Reais / Share)

Board of Directors’ Meeting

3/21/2013

Others

6/21/2013

Common

 

2.34500


Page 2 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

Parent Company Financial Statements/Statement of Financial Position - Assets

 

(R$ thousand)

Code

Description

Current Quarter

9/30/2013

Previous Year

12/31/2012

1

Total Assets

27,560,792

26,476,097

1.01

Current Assets

3,129,492

3,330,598

1.01.01

Cash and Cash Equivalents

1,828,770

1,915,974

1.01.03

Accounts Receivable

1,152,737

1,148,218

1.01.03.01

Trade Accounts Receivable

1,022,812

1,038,945

1.01.03.02

Other Accounts Receivable

129,925

109,273

1.01.03.02.01

Balances with Related Parties

129,925

109,273

1.01.04

Inventories

45,747

53,028

1.01.06

Recoverable Taxes

15,700

118,421

1.01.06.01

Current Recoverable Taxes

15,700

118,421

1.01.08

Other Current Assets

86,538

94,957

1.01.08.03

Other

86,538

94,957

1.01.08.03.01

Restricted Cash

10,473

64,977

1.01.08.03.20  

Other Accounts Receivable

76,065

29,980

1.02

Noncurrent Assets

24,431,300

23,145,499

1.02.01

Long-Term Assets

893,759

906,391

1.02.01.03

Accounts Receivable

374,039

335,687

1.02.01.03.01  

Trade Accounts Receivable

374,039

335,687

1.02.01.06

Deferred Taxes

141,625

145,302

1.02.01.06.01

Deferred Income Tax and Social Contribution

141,625

145,302

1.02.01.08

Receivables from Related Parties

126,413

153,098

1.02.01.08.03

Receivables from Controlling Shareholders

126,413

153,098

1.02.01.09

Other Noncurrent Assets

251,682

272,304

1.02.01.09.04  

Escrow Deposits

50,537

53,158

1.02.01.09.05  

ANA – National Water Agency

104,967

108,099

1.02.01.09.20  

Other Accounts Receivable

96,178

111,047

1.02.02

Investments

76,714

74,872

1.02.02.01

Shareholdings

22,675

20,826

1.02.02.01.04

Other Shareholdings

22,675

20,826

1.02.02.02

Investment Properties

54,039

54,046

1.02.03

Property, Plant and Equipment

185,160

196,710

1.02.04

Intangible Assets

23,275,667

21,967,526

1.02.04.01

Intangible Assets

23,275,667

21,967,526

1.02.04.01.01

Concession Contracts

8,094,825

8,006,130

1.02.04.01.02

Program Contracts

5,154,483

4,390,263

1.02.04.01.03

Service Contracts

9,905,339

9,568,487

1.02.04.01.04

Software License

121,020

2,646


Page 3 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

Parent Company Financial Statements/Statement of Financial Position – Liabilities

 

(R$ thousand)

Code

Description

Current Quarter

9/30/2013

Previous Year

12/31/2012

2

Total Liabilities

27,560,792

26,476,097

2.01

Current Liabilities

2,716,136

3,758,189

2.01.01

Labor and Pension Plan Liabilities

354,514

267,332

2.01.01.01

Pension Plan Liabilities

21,963

35,188

2.01.01.02

Labor Liabilities

332,551

232,144

2.01.02

Trade Accounts Payable

217,658

295,392

2.01.02.01

Domestic Suppliers

217,658

295,392

2.01.03

Tax Liabilities

231,167

152,710

2.01.03.01

Federal Tax Liabilities

225,828

147,013

2.01.03.01.01

Income Tax and Social Contribution Payable

137,749

0

2.01.03.01.02

PIS-PASEP and COFINS (taxes on revenue) Payable

40,985

46,576

2.01.03.01.03

INSS (social security contribution) Payable

29,791

29,401

2.01.03.01.04

Installment Program - Law 10684/03

0

19,011

2.01.03.01.20

Other Federal Taxes

17,303

52,025

2.01.03.03

Municipal Taxes Liabilities

5,339

5,697

2.01.04

Loans and Financing

705,971

1,342,594

2.01.04.01

Loans and Financing

655,457

833,635

2.01.04.01.01

In Domestic Currency

429,207

635,968

2.01.04.01.02

In Foreign Currency

226,250

197,667

2.01.04.02

Debentures

50,514

508,959

2.01.05

Other Liabilities

595,962

1,135,078

2.01.05.01

Payables Related Parties

1,772

958

2.01.05.01.03

Payables to Controlling Shareholders

1,772

958

2.01.05.02

Other

594,190

1,134,120

2.01.05.02.01

Dividends and Interest on Equity Payable

130

414,355

2.01.05.02.04

Services Payable

303,688

389,091

2.01.05.02.05

Refundable Amounts

34,893

42,479

2.01.05.02.06

Program Contract Commitments

158,261

148,220

2.01.05.02.07

Private Public Partnership – PPP

13,759

24,357

2.01.05.02.09

Indemnities

16,640

8,697

2.01.05.02.20

Other Payables

66,819

106,921

2.01.06

Provisions

610,864

565,083

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

109,404

112,119

2.01.06.01.01

Tax Provisions

6,643

9,912

2.01.06.01.02

Social Security and Labor Provisions

64,638

59,868

2.01.06.01.04

Civil Provisions

38,123

42,339

2.01.06.02

Other Provisions

501,460

452,964

2.01.06.02.03

Provisions for Environmental

42,404

11,586

2.01.06.02.04  

Provisions for Customers

366,927

355,520

2.01.06.02.05  

Provisions for Suppliers

92,129

85,858

2.02

Non-Current Liabilities

12,335,261

11,461,146

2.02.01

Loans and Financing

8,379,212

7,532,661

2.02.01.01

Loans and Financing

5,037,410

4,669,478

 

Page 4 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

Parent Company Financial Statements/Statement of Financial Position – Liabilities

 

(R$ thousand)

Code

Description

Current Quarter

9/30/2013

Previous Year

12/31/2012

2.02.01.01.01

In Domestic Currency

1,713,375

1,651,384

2.02.01.01.02  

In Foreign Currency

3,324,035

3,018,094

2.02.01.02

Debentures

3,341,802

2,863,183

2.02.02

Other Payables

3,396,421

3,304,414

2.02.02.02

Other

3,396,421

3,304,414

2.02.02.02.04

Pension Plan Liabilities

2,680,300

2,592,550

2.02.02.02.05

Program Contract Commitments

97,880

87,407

2.02.02.02.06

Private Public Partnership – PPP

332,304

331,960

2.02.02.02.07

Indemnities

8,057

17,577

2.02.02.02.08

TAC – Retirees

39,748

36,804

2.02.02.02.09

Deferred COFINS and PASEP

127,944

123,731

2.02.02.02.20  

Other Payables

110,188

114,385

2.02.04

Provisions

559,628

624,071

2.02.04.01

Tax, Pension Plan, Labor and Civil Provisions

230,957

292,198

2.02.04.01.01  

Tax Provisions

57,785

58,173

2.02.04.01.02  

Pension PLan and Labor Provisions

83,988

111,830

2.02.04.01.04  

Civil Provisions

89,184

122,195

2.02.04.02

Other Provisions

328,671

331,873

2.02.04.02.03  

Provisions for Environmental

138,401

136,839

2.02.04.02.04  

Provisions for Customers

159,132

165,735

2.02.04.02.05  

Provisions for Suppliers

31,138

29,299

2.03

Equity

12,509,395

11,256,762

2.03.01

Paid-Up Capital

6,203,688

6,203,688

2.03.02

Capital Reserves

124,255

124,255

2.03.02.07

Projects Support

108,475

108,475

2.03.02.08

Incentive Reserves

15,780

15,780

2.03.04

Profit Reserve

5,307,433

5,387,634

2.03.04.01

Legal Reserve

616,814

616,814

2.03.04.08

Additional Dividend Proposed

0

80,201

2.03.04.10

Reserve for Investments

4,690,619

4,690,619

2.03.05

Retained Earnings/Accumulated Losses

1,332,834

0

2.03.08

Other Comprehensive Income

-458,815

-458,815

 

 

 

 

 

Page 5 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

Parent Company Financial Statements/Statement of Income

 

(R$ thousand)

Code

Description

Current Quarter 7/1/2013 to 9/30/2013

YTD Current Year

1/1/2013 to 9/30/2013

Same Quarter Previous Year 7/1/2012 to 9/30/2012

YTD Previous Year

1/1/2012 to 9/30/2012

3.01

Revenue from Sales and/or Services

2,772,359

8,213,681

2,710,985

7,763,716

3.02

Cost of Sales and/or Services

-1,642,196

-4,911,007

-1,592,348

-4,656,557

3.02.01

Cost of Sales and/or Services

-1,102,743

-3,242,363

-993,171

-2,952,507

3.02.02

Construction Cost

-539,453

-1,668,644

-599,177

-1,704,050

3.03

Gross Profit

1,130,163

3,302,674

1,118,637

3,107,159

3.04

Operating Income/Expenses

-284,880

-1,006,084

-456,398

-1,094,916

3.04.01

Selling Expenses

-171,264

-477,270

-188,892

-528,182

3.04.02

General and Administrative Expenses

-127,092

-552,372

-207,387

-530,417

3.04.04

Other Operating Income

16,531

40,749

14,528

48,009

3.04.04.01

Other Operating Income

19,077

46,095

16,114

53,341

3.04.04.02

COFINS and PASEP

-2,546

-5,346

-1,586

-5,332

3.04.05

Other Operating Expenses

-4,792

-18,667

-74,061

-80,683

3.04.05.01

Loss on Write-off of Property, Plant and Equipment Items

-2,634

-8,067

-73

-1,881

3.04.05.03

Tax Incentives

-2,068

-10,354

-3,730

-8,417

3.04.05.04

Provision for Asset Impairment

0

0

-35,127

-35,127

3.04.05.05

Provision for Inventory Losses

0

0

-35,087

-35,087

3.04.05.20

Other

-90

-246

-44

-171

3.04.06

Equity in the Earnings (Losses) of Subsidiaries

1,737

1,476

-586

-3,643

3.05

Income Before Financial Result and Taxes

845,283

2,296,590

662,239

2,012,243

3.06

Financial Result

-119,936

-299,884

-109,293

-395,657

3.06.01

Finance Income

74,983

269,640

68,232

226,644

3.06.01.01

Finance Income

74,967

269,409

68,282

226,749

3.06.01.02

Foreign Exchange Gains

16

231

-50

-105

3.06.02

Finance Expenses

-194,919

-569,524

-177,525

-622,301

3.06.02.01

Finance Expenses

-108,287

-410,811

-154,450

-476,759

3.06.02.02

Foreign Exchange Losses

-86,632

-158,713

-23,075

-145,542

 

Page 6 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

 

Parent Company Financial Statements / Statement of Income

 

(R$ thousand)

Code

Description

Current Quarter 7/1/2013 to 9/30/2013

YTD Current Year

1/1/2013 to 9/30/2013

Same Quarter Previous Year 7/1/2012 to 9/30/2012

YTD Previous Year

1/1/2012 to 9/30/2012

3.07

Earnings Before Income Tax

725,347

1,996,706

552,946

1,616,586

3.08

Income Tax and Social Contribution

-250,383

-663,872

-191,182

-470,098

3.08.01

Current

-256,336

-660,195

-240,126

-479,581

3.08.02

Deferred

5,953

-3,677

48,944

9,483

3.09

Net Result from Continued Operations

474,964

1,332,834

361,764

1,146,488

3.11

Profit/Loss for the Period

474,964

1,332,834

361,764

1,146,488

3.99

Earnings per Share - (Reais / Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common Share

0.69489

1.94999

0.52927

1.67736

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common Share

0.69489

1.94999

0.52927

1.67736

           

 

Page 7 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Version: 1

 

Parent Company Financial Statements / Statement of Comprehensive Income

 

(R$ thousand)

Code

Description

Current Quarter 7/1/2013 to 9/30/2013

YTD Current Year

1/1/2013 to 9/30/2013

Same Quarter Previous Year 7/1/2012 to 9/30/2012

YTD Previous Year

1/1/2012 to 9/30/2012

4.01

Net Income for the Period

474,964

1,332,834

361,764

1,146,488

4.03

Comprehensive Income for the Period

474,964

1,332,834

361,764

1,146,488

 

 

Page 8 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

 

Parent Company Financial Statements/Statement of Cash Flows – Indirect Method

 

 (R$ thousand)

Code

Description

YTD Current Year 1/1/2013 to 9/30/2013

YTD Previous Year 1/1/2012 to 9/30/2012

6.01

Net Cash from Operating Activities

2,157,978

1,847,791

6.01.01

Cash from Operations

3,315,346

3,263,693

6.01.01.01

Net Income Before Income Tax and Social Contribution

1,996,706

1,616,586

6.01.01.02

Provision and Inflation Adjustments on Provisions

154,444

231,150

6.01.01.04

Financial Charges from Customers

-167,665

-114,613

6.01.01.05

Residual Value of Written-Off Property, Plant and Equipment

8,067

2,129

6.01.01.06

Depreciation and Amortization

600,309

543,702

6.01.01.07

Interest on Loans and Financing Payable

276,654

306,742

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financing

207,776

169,399

6.01.01.09

Interest and Monetary Variation on Liabilities

17,458

1,147

6.01.01.10

Interest and Monetary Variation in Assets

-8,023

-9,919

6.01.01.11

Allowance for Doubtful Accounts

83,924

304,011

6.01.01.12

Provision for Consent Decree (TAC)

17,314

24,482

6.01.01.13

Equity in the Earnings of Subsidiaries

-1,476

3,643

6.01.01.14

Provision for Sabesprev Mais

7,383

-6,522

6.01.01.15

Other Provisions/Reversals

-34,975

1,186

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

-4,612

-4,080

6.01.01.17

Gross Margin over Intangible Assets Resulting from Concession Contracts

-35,170

-36,919

6.01.01.18

Pension Plan Liabilities

197,232

161,355

6.01.01.20

Other Adjustments

0

70,214

6.01.02

Changes in Assets and Liabilities

-376,447

-657,140

6.01.02.01

Trade Accounts Receivable

64,955

-81,138

6.01.02.02

Balances and Transactions with Related Parties

10,623

50,582

6.01.02.03

Inventories

7,034

4,791

6.01.02.04

Recoverable Taxes

0

-27,229

6.01.02.05

Other Accounts Receivable

-28,084

-95,741

6.01.02.06

Escrow Deposits

2,621

-150,326

6.01.02.08

Contractors and Suppliers

-39,694

-28,618

6.01.02.09

Payroll, Provisions and Social Contribution

87,182

48,832

6.01.02.10

Pension Plan Liabilities

-109,482

-98,573

6.01.02.11

Taxes and Contributions Payable

-88,897

-76,930

6.01.02.12

Services Received

-85,403

-4,434

6.01.02.13

Other Liabilities

-28,409

85,326

6.01.02.14

Provisions

-173,106

-285,624

6.01.02.15

Deferred COFINS/PASEP

4,213

1,942

6.01.03

Other

-780,921

-758,762

 

Page 9 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO 

 

Version: 1

 

Parent Company Financial Statements/Statement of Cash Flows – Indirect Method

 

 (R$ thousand)

Code

Description

YTD Current Year

1/1/2013 to 9/30/2013

YTD Previous Year 1/1/2012 to 9/30/2012

6.01.03.01

Interest Paid

-394,918

-471,168

6.01.03.02

Income Tax and Social Contribution Paid

-386,003

-287,594

6.02

Net Cash from Investing Activities

-1,503,878

-1,330,861

6.02.01

Acquisition of Property, Plant and Equipment

-11,560

-12,305

6.02.02

Increase in Intangible Assets

-1,546,449

-1,342,180

6.02.03

Increase (Decrease) in Investment

-373

-5,092

6.02.04

Restricted Cash

54,504

28,716

6.03

Net Cash from Financing Activities

-741,304

-892,696

6.03.01

Funding – Loans

1,391,619

995,442

6.03.02

Amortization of Loans

-1,590,430

-1,350,366

6.03.03

Payment of Interest on Equity

-498,669

-537,772

6.03.04

Public-Private Partnership – PPP

-10,254

0

6.03.05

Program Contract - Commitments

-33,570

0

6.05

Increase (Decrease) in Cash and Cash Equivalents

-87,204

-375,766

6.05.01

Opening Cash and Cash Equivalents

1,915,974

2,142,079

6.05.02

Closing Cash and Cash Equivalents

1,828,770

1,766,313

 


Page 10 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Version: 1

 

 

Parent Company Financial Statements/Statement of Changes in Equity – 1/1/2013 to 9/30/2013

 

(R$ thousand)

Code

Description

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/ Accumulated Losses

Other Comprehensive Income

Total Equity

5.01

Opening Balances

6,203,688

124,255

5,387,634

0

-458,815

11,256,762

5.03

Restated Opening Balances

6,203,688

124,255

5,387,634

0

-458,815

11,256,762

5.04

Capital Transactions with Partners

0

0

-80,201

0

0

-80,201

5.04.08

Additional Dividends Approved

0

0

-80,201

0

0

-80,201

5.05

Total Comprehensive Income

0

0

0

1,332,834

0

1,332,834

5.05.01

Net Income for the Period

0

0

0

1,332,834

0

1,332,834

5.07

Closing Balances

6,203,688

124,255

5,307,433

1,332,834

-458,815

12,509,395


Page 11 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Version: 1

 

 

Parent Company Financial Statements/Statement of Changes in Equity– 1/1/2012 to 9/30/2012

 

(R$ thousand)

Code

Description

 

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/ Accumulated Losses

Other Comprehensive Income

Total Equity

5.01

Opening Balances

6,203,688

124,255

4,217,953

0

-953

10,544,943

5.03

Restated Opening Balances

6,203,688

124,255

4,217,953

0

-953

10,544,943

5.04

Capital Transactions with Partners

0

0

-288,143

0

0

-288,143

5.04.08

Additional Dividends Approved

0

0

-288,143

0

0

-288,143

5.05

Total Comprehensive Income

0

0

0

1,146,488

0

1,146,488

5.05.01

Net Income for the Period

0

0

0

1,146,488

0

1,146,488

5.07

Closing Balances

6,203,688

124,255

3,929,810

1,146,488

-953

11,403,288

 

 


Page 12 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form– September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Version: 1

 

 

Parent Company Financial Statements/Statement of Value Added

 

(R$ thousand)

Code

Description

YTD Current Year

1/1/2013 to 9/30/2013

YTD Previous Year 1/1/2012 to 9/30/2012

7.01

Revenue

8,685,531

8,149,228

7.01.01

Operating Revenue

7,019,546

6,500,917

7.01.02

Other Revenue

46,095

53,341

7.01.03

Revenue from the Construction

1,703,814

1,740,969

7.01.04

Allowance for/Reversal of Doubtful Accounts

-83,924

-145,999

7.02

Inputs Acquired from Third Parties

-3,427,063

-3,398,090

7.02.01

Costs of Sales and Services

-2,930,336

-2,818,116

7.02.02

Materials, Energy, Outsourced Services and Other

-478,060

-499,291

7.02.04

Other

-18,667

-80,683

7.03

Gross Value Added

5,258,468

4,751,138

7.04

Retentions

-600,309

-543,702

7.04.01

Depreciation, Amortization and Depletion

-600,309

-543,702

7.05

Net Value Added Produced

4,658,159

4,207,436

7.06

Value Added Received through Transfer

271,116

223,001

7.06.01

Equity in the Earnings (Losses) of Joint Ventures

1,476

-3,643

7.06.02

Finance Income

269,640

226,644

7.07

Total Value Added to Distribute

4,929,275

4,430,437

7.08

Value Added Distribution

4,929,275

4,430,437

7.08.01

Personnel

1,310,712

1,148,828

7.08.01.01

Direct Compensation

876,532

774,184

7.08.01.02

Benefits

355,158

302,641

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

79,022

72,003

7.08.02

Taxes and Contributions

1,501,986

1,241,548

7.08.02.01

Federal

1,429,291

1,176,037

7.08.02.02

State

42,733

38,764

7.08.02.03

Municipal

29,962

26,747

7.08.03

Value Distributed to Providers of Capital

783,743

893,573

7.08.03.01

Interest

733,499

847,571

7.08.03.02

Rental

50,244

46,002

7.08.04

Value Distributed to Shareholders

1,332,834

1,146,488

7.08.04.03

Retained Earnings/Accumulated Loss for the Period

1,332,834

1,146,488

 

 

 


Page 13 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Comments on the Company’s Performance

 

Version: 1

 

 

1. Financial highlights

 

             

 

R$ million

 

3Q12

3Q13

Var. (R$)

%

9M12

9M13

Var. (R$)

%

(+) Gross operating revenue

2,393.2

130.3

5.8

6,500.9

7,019.6

518.7

8.0

-

(+) Construction revenue

551.4

(60.9)

(9.9)

1,741.0

1,703.8

(37.2)

(2.1)

-

(-) COFINS and PASEP taxes

172.2

8.0

4.9

478.2

509.7

31.5

6.6

-

(=) Net operating revenue

2,772.4

61.4

2.3

7,763.7

8,213.7

450.0

5.8

-

(-) Costs and expenses

1,401.0

11.6

0.8

4,011.7

4,272.0

260.3

6.5

-

(-) Construction costs

539.5

(59.7)

(10.0)

1,704.1

1,668.6

(35.5)

(2.1)

-

(+) Equity result

1.7

2.3

(383.3)

(3.6)

1.5

5.1

(141.7)

-

(+) Other operating revenues/expenses

11.7

71.2

(119.7)

(32.7)

22.1

54.8

(167.6)

-

(=) Earings before financial result, income tax and social contrib.

845.3

183.0

27.6

2,012.2

2,296.7

284.5

14.1

-

(+) Net financial result

(119.9)

(10.6)

9.7

(395.6)

(299.9)

95.7

(24.2)

-

(=) Earnings before income tax and social contribution

725.4

172.4

31.2

1,616.6

1,996.8

380.2

23.5

-

(+) Income tax and social contribution

(250.4)

(59.2)

31.0

(470.1)

(663.9)

(193.8)

41.2

-

Net income

475.0

113.2

31.3

1,146.5

1,332.9

186.4

16.3

-

Earnings per share (R$)

0.69

 

 

1.68

1.95

 

 

 

 

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

 

               

R$ million

 

3Q12

3Q13

Var. (R$)

%

9M12

9M13

Var. (R$)

%

Net income

361.8

475.0

113.2

31.3

1,146.5

1,332.9

186.4

16.3

(+) Income tax and social contribution

191.2

250.4

59.2

31.0

470.1

663.9

193.8

41.2

(+) Net financial result

109.3

119.9

10.6

9.7

395.6

299.9

(95.7)

(24.2)

(+) Other operating revenues/expenses

59.5

(11.7)

(71.2)

(119.7)

32.7

(22.1)

(54.8)

(167.6)

(=) Earnings before financial result (EBIT)

721.8

833.6

111.8

15.5

2,044.9

2,274.6

229.7

11.2

(+) Depreciation and amortization

180.2

208.4

28.2

15.6

543.7

600.3

56.6

10.4

(=) Adjusted EBITDA*

902.0

1,042.0

140.0

15.5

2,588.6

2,874.9

286.3

11.1

(%) Adjusted EBITDA margin

33.3

37.6

 

 

33.3

35.0

 

 

(*) Adjusted EBITDA is net income before: (i) depreciation and amortization; (ii) income tax and social contribution (income federal taxes); (iii) financial result and (iv) other operating expenses, net.

 

In 3Q13, net operating revenue reached R$ 2.8 billion, a 2.3% growth compared to 3Q12.

Costs and expenses, including construction costs, dropped 2.4%, from R$ 2.0 billion in 3Q12 to R$ 1.9 billion in 3Q13.

EBIT grew 15.5%, from R$ 721.8 million in 3Q12 to R$ 833.6 million in 3Q13.

Adjusted EBITDA increased 15.5%, from R$ 902.0 million in 3Q12 to R$ 1,042.0 million in 3Q13.

The adjusted EBITDA margin moved from 33.3% in 3Q12 to 37.6% in 3Q13. Excluding construction revenues and construction costs, the adjusted EBITDA margin was 46.4% in 3Q13 (42.4% in 3Q12).

Net income grew 31.3%, from R$ 361.8 million in 3Q12 to R$ 475.0 million in 3Q13.

2. Gross operating revenue

 

Gross operating revenue from water supply and sewage collection grew from R$ 2.3 billion in 3Q12 to R$ 2.4 billion in 3Q13, an increase of R$ 130.3 million or 5.8%.

The main factors that led to this variation were:

·         Tariff adjustment of 5.15% since September 2012;

·         The tariff repositioning index of 2.35% applied since April 2013; and

·         Increase of 2.0% in the Company’s total billed volume (1.9% in water and 2.1% in sewage).

 

Page 14 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Comments on the Company’s Performance

 

Version: 1

 

The less-than-expected growth was due to the conclusion of the implementation of TACE1 services in municipalities in the interior region in 2Q12, which led to a decline in the number of days of unbilled water, decreasing the revenue estimated for June 2012. This reduced estimate caused a smaller reversal in July 2012, significantly affecting the variations presented in the periods analyzed.

 

Disregarding the non-recurring facts mentioned above, operating revenue increased approximately 10.0%.


3. Construction revenue


Construction revenue decreased R$ 60.9 million or 9.9%, when compared to 3Q12. Despite the decrease recorded in the quarter over quarter comparison, year to date comparison recorded a slight 2.1% drop.

 

4. Billed volume

The following tables show the water and sewage billed volume per customer category and region in 3Q12, 3Q13, 9M12 and 9M13.

 

WATER AND SEWAGE BILLED VOLUME (1) PER CUSTOMER CATEGORY - million m3

 

Water

Sewage

Water+Sewage

Category

3Q12

3Q13

%

3Q12

3Q13

%

3Q12

3Q13

%

Residencial

380.3

387.2

1.8

314.6

322.2

2.4

694.9

709.4

2.1

Commercial

43.6

43.8

0.5

40.4

40.7

0.7

84.0

84.5

0.6

Industrial

9.5

10.0

5.3

10.8

11.0

1.9

20.3

21.0

3.4

Public

14.4

13.8

(4.2)

11.2

10.7

(4.5)

25.6

24.5

(4.3)

Total retail

447.8

454.8

1.6

377.0

384.6

2.0

824.8

839.4

1.8

Wholesale

74.8

74.5

(0.4)

7.5

7.9

5.3

82.3

82.4

0.1

Reused water

0.1

3.2

-

-

-

-

0.1

3.2

-

Total

522.7

532.5

1.9

384.5

392.5

2.1

907.2

925.0

2.0

 

9M12

9M13

%

9M12

9M13

%

9M12

9M13

%

Residencial

1,136.4

1,159.9

2.1

936.9

962.1

2.7

2,073.3

2,122.0

2.3

Commercial

129.1

130.6

1.2

119.9

121.5

1.3

249.0

252.1

1.2

Industrial

28.4

29.3

3.2

31.7

33.3

5.0

60.1

62.6

4.2

Public

41.6

40.7

(2.2)

32.3

31.6

(2.2)

73.9

72.3

(2.2)

Total retail

1,335.5

1,360.5

1.9

1,120.8

1,148.5

2.5

2,456.3

2,509.0

2.1

Wholesale

221.8

223.5

0.8

21.0

22.7

8.1

242.8

246.2

1.4

Reused water

0.3

11.8

-

-

-

-

0.3

11.8

-

Total

1,557.6

1,595.8

2.5

1,141.8

1,171.2

2.6

2,699.4

2,767.0

2.5

                   

WATER AND SEWAGE BILLED VOLUME (1) PER REGION - million m3

 

Water

Sewage

Water+Sewage

Region

3Q12

3Q13

%

3Q12

3Q13

%

3Q12

3Q13

%

Metropolitan

296.6

300.9

1.4

252.9

257.0

1.6

549.5

557.9

1.5

Regional (2)

151.2

153.9

1.8

124.1

127.6

2.8

275.3

281.5

2.3

Total retail

447.8

454.8

1.6

377.0

384.6

2.0

824.8

839.4

1.8

Wholesale

74.8

74.5

(0.4)

7.5

7.9

5.3

82.3

82.4

0.1

Reused water

0.1

3.2

-

-

-

-

0.1

3.2

-

Total

522.7

532.5

1.9

384.5

392.5

2.1

907.2

925.0

2.0

 

9M12

9M13

%

9M12

9M13

%

9M12

9M13

%

Metropolitan

880.0

896.6

1.9

748.9

764.5

2.1

1,628.9

1,661.1

2.0

Regional (2)

455.5

463.9

1.8

371.9

384.0

3.3

827.4

847.9

2.5

Total retail

1,335.5

1,360.5

1.9

1,120.8

1,148.5

2.5

2,456.3

2,509.0

2.1

Wholesale

221.8

223.5

0.8

21.0

22.7

8.1

242.8

246.2

1.4

Reused water

0.3

11.8

-

-

-

-

0.3

11.8

-

Total

1,557.6

1,595.8

2.5

1,141.8

1,171.2

2.6

2,699.4

2,767.0

2.5

 

   (1) Unaudited

   (2) Including coast and countryside


1 TACE (External Commercial Service Technician) – allows the metering and issuing of water and sewage bills immediately at the client’s door. Consumers can ask questions more conveniently. The technician can also issue a copy of the bill, request repairs, provide water saving tips and make changes to the clients’ registration.

Page 15 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Comments on the Company’s Performance

 

Version: 1

 

 

5. Costs, administrative expenses, selling and construction

 

In 3Q13, costs, administrative, selling and construction expenses, dropped 2.4% (R$ 48.1 million). Excluding construction costs, total costs and expenses grew 0.8%. As a percentage of net revenue, cost and expenses decreased from 73.4% in 3Q12 to 70.0% in 3Q13.

 

               

R$ million

 

3Q12

3Q13

Var. (R$)

%

9M12

9M13

Var. (R$)

%

Payroll and benefits

426.7

489.1

62.4

14.6

1,276.6

1,442.9

166.3

13.0

Supplies

46.1

48.8

2.7

5.9

129.8

142.4

12.6

9.7

Treatment supplies

39.1

63.6

24.5

62.7

135.1

183.7

48.6

36.0

Services

261.5

285.0

23.5

9.0

779.1

808.9

29.8

3.8

Electric power

144.8

133.1

(11.7)

(8.1)

442.8

410.9

(31.9)

(7.2)

General expenses

209.7

134.0

(75.7)

(36.1)

501.2

535.8

34.6

6.9

Tax expenses

10.7

11.3

0.6

5.6

56.8

63.2

6.4

11.3

Sub-total

1,138.6

1,164.9

26.3

2.3

3,321.4

3,587.8

266.4

8.0

Depreciation and amortization

180.2

208.4

28.2

15.6

543.7

600.3

56.6

10.4

Credit write-offs

70.6

27.7

(42.9)

(60.8)

146.0

83.9

(62.1)

(42.5)

Sub-total

250.8

236.1

(14.7)

(5.9)

689.7

684.2

(5.5)

(0.8)

Costs and expenses

1,389.4

1,401.0

11.6

0.8

4,011.1

4,272.0

260.9

6.5

Construction costs

599.2

539.5

(59.7)

(10.0)

1,704.1

1,668.6

(35.5)

(2.1)

Costs, adm., selling and construction expenses

1,988.6

1,940.5

(48.1)

(2.4)

5,715.2

5,940.6

225.4

3.9

% of net revenue

73.4

70.0

 

 

73.6

72.3

 

 

 

 

5.1. Payroll and benefits

 

In 3Q13 payroll and benefits grew R$ 62.4 million or 14.6%, from R$ 426.7 million to R$ 489.1 million, due to the following:

 

·         8.0% increase in wages since May 2013 and the implementation of the Company’s new career and wage plan, with an impact of approximately R$ 27.8 million;

·         Provision referring to TAC (Conduct Adjustment Term) of retirees increased by R$ 9.8 million, mainly due to the 8.0% wage adjustments since May 2013, and changes in the period;

·         R$ 9.7 million upturn in the provision for the Defined Benefit Plan, arising from changes in actuarial assumptions;

·         R$ 3.2 million increase in meal expenses, mainly due to the 13.6% adjustment on meal voucher in May 2013, settled in the collective bargaining agreement; and

·         R$ 2.4 million increase referring to the Profit Sharing Program, chiefly due to salary adjustment in May 2013, settled in the collective bargaining agreement, connected with the implementation of the Company’s new job and salary plan.

 

5.2. Supplies

 

In 3Q13, expenses with supplies increased by R$ 2.7 million or 5.9%, when compared to the previous year, from R$ 46.1 million to R$ 48.8 million, mostly due to preventive maintenance in several water and sewage systems, in the amount of R$ 2.6 million.

 

5.3. Treatment supplies

 

Treatment supplies expenses in 3Q13 were R$ 24.5 million or 62.7% higher than in 3Q12, from R$ 39.1 million to R$ 63.6 million. The main factors for this variation were:

·         Increase of R$ 6.9 million due to the higher consumption of activated carbon in the Taiaçupeba Water Treatment Station - WTS, due to the proliferation of algae in the system’s reservoirs;

Page 16 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Comments on the Company’s Performance

 

Version: 1

 

·         Increase of R$ 6.2 million in expenses with aluminum polychloride and ammonium nitrate, mainly due to price adjustments;

·         Increase of R$ 2.0 million in the consumption of iron sulfate, especially at the Rio Grande WTS, due to higher turbidity seen in raw water;

·         Higher consumption of hydrogen peroxide, increasing R$ 1.7 million, as a result of the increase in consumption at the Taiaçupeba and Jundiaí WTS due to the proliferation of algae; and

·         Higher chlorine consumption, with R$ 1.5 million increase, mainly due to a greater need of disinfecting raw water in Baixo Cotia and Rodolfo WTSs, combined with adjustment made in the product price.

 

5.4. Services


In 3Q13 this item grew R$ 23.5 million or 9.0%, from R$ 261.5 million to R$ 285.0 million. The main factors were:

 

·         Increase of R$ 12.5 million due to the reversion of provision with expenses in 3Q12, regarding the conclusion of the agreement settled with the Municipal Government of São Paulo; and

·         Maintenance in the water and sewage network connections, in the amount of R$ 6.6 million, due to the intensification of services in several areas of operation of the Company.  

 

5.5. Electric power

This item decreased R$ 11.7 million, or 8.1%, from R$ 144.8 million in 3Q12 to R$ 133.1 million in 3Q13, mainly due to the average decrease of 22.7% in the Tariff for the Use of Distribution System (TUSD), as a consequence of Provisional Presidential Decree 579/12 and Law 12,783/13.


5.6. General expenses

R$ 75.7 million or 36.1% decrease, from R$ 209.7 million in 3Q12 to R$ 134.0 million in 3Q13 chiefly due to the additional provision for labor risks in 3Q12, totaling R$ 27.9 million referring to reversals made in 3Q13,  provisions for environmental risks totaling R$ 19.7 million and provision for civil risks totaling R$ 14.8 million.

 

5.7. Depreciation and Amortization

 

Depreciation and amortization increased R$ 28.2 million or 15.6%, from R$ 180.2 million in 3Q12 to R$ 208.4 million in 3Q13, due to the transfer of works to the operating intangible asset, with a net increase of R$ 2.1 billion.

 

5.8. Credit write-offs

 

Credit write-offs decreased R$ 42.9 million or 60.8%, from R$ 70.6 million in 3Q12 to R$ 27.7 million in 3Q13, chiefly due to the additional provision held in 3Q12, in the amount of R$ 41.2 million.

 

 

 

 

 

 

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Comments on the Company’s Performance

 

Version: 1

 

6. Other operating revenues/expenses

 

Other operating revenues/expenses recorded a positive variation of R$ 71.2 million, chiefly due to:

 

R$ 69.3 million decrease in other operating expenses, chiefly due to: (i) indication of intangible assets recoverable value losses in 3Q12, totaling R$ 35.1 million; and (ii) provision for intangible asset inventory losses in 3Q12, totaling R$ 35.1 million.

 

7. Net Financial expenses

 

       

R$ milion

 

3Q12

3Q13

Var.

%

Financial expenses, net of revenues

(84.1)

(45.0)

39.1

(46.5)

Net monetary variation

(25.2)

(74.9)

(49.7)

197.2

Net financial

(109.3)

(119.9)

(10.6)

9.7

 

7.1. Financial expenses, net of revenues

 

       

R$ million

 

3Q12

3Q13

Var.

%

Financial expenses

 

 

 

 

Interest and charges on domestic loans and financing

75.0

63.0

(12.0)

(16.0)

Interest and charges on international loans and financing

22.5

18.7

(3.8)

(16.9)

Other financial expenses

41.2

22.9

(18.3)

(44.4)

Total financial expenses

138.7

104.6

(34.1)

(24.6)

Financial revenues

54.6

59.6

5.0

9.2

Financial expenses, net of revenues

84.1

45.0

(39.1)

(46.5)

 

 

7.1.1. Financial expenses

 

In 3Q13 financial expenses dropped R$ 34.1 million, or 24.6%. The main reasons for this result were:

 

·         Other financial expenses: decrease of R$ 18.3 million due to the reversion of interest over provisions for lawsuits; and

·         Decrease in R$ 12.0 million in interest and charges on domestic loans and financing, due to the change in debt (issue of the 17th debenture in February 2013 and anticipation of the amortization of the 11th debenture balance).

 

7.1.2. Financial revenues

 

Financial revenues increased by R$ 5.0 million due to the interest over installment agreements, and income from financial investment.

 

 

7.2. Monetary variation on assets and liabilities

 

       

R$ million

 

3Q12

3Q13

Var.

%

Monetary variation on loans and financing

0.3

0.3

-

-

Currency exchange variation on loans and financing

23.1

86.7

63.6

275.3

Other monetary/exchange rate variation

15.4

3.4

(12.0)

(77.9)

Monetary variation on liabilities

38.8

90.4

51.6

133.0

Monetary variation on assets

13.6

15.5

1.9

14.0

Net monetary variation

25.2

74.9

49.7

197.2

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Comments on the Company’s Performance

 

Version: 1

 

 

7.2.1. Monetary variation on liabilities

 

The effect on the monetary variation on liabilities in 3Q13 was R$ 51.6 million higher than in 3Q12, specially:

 

·         Increase of R$ 63.6 million in exchange rate variation over loans and financing, mainly deriving from lower capitalization of these expenses in the intangible assets in 2013; and

·         Decrease in other monetary/exchange variation in the amount of R$ 12.0 million due to a higher provision for lawsuits in 3Q12, resulting in a decrease of R$ 13.2 million in the period.

 

 

7.2.2. Monetary variation on assets

 

Monetary variation on assets increased by R$ 1.7 million in 3Q13, chiefly due to updates on installments agreements.

 

8. Income tax and social contribution

Income tax and social contribution expenses increased by R$ 59.2 million, due to increase in the tax basis in the period.

 

9. Operating indicators

The water loss ratio continues dropping and ended 3Q13 at 25%. It is worth mentioning that out of funds raised with JICA in early 2012, totaling approximately R$ 1.5 billion, nearly R$ 1 billion referring to the execution of services and Program management are in the final phase of contract. The remaining R$ 500 million referring to the works will be used as of 2015.

 

Operating indicators*

3Q12

3Q13

%

Water connections (1)

7,627

7,833

2.7

Sewage connections (1)

6,073

6,278

3.4

Population directy served - water (2)

24.2

24.5

1.2

Population directy served - sewage (2)

20.9

21.3

1.9

Number of employees

14,666

15,097

2.9

Water volume produced (3)

2,285

2,273

(0.5)

Water losses (%)

25.8

25.0

(3.1)

 

(1)    In thousand units at the end of the period

(2)    In million inhabitants, at the end of the period. Not including wholesale

(3)    In millions of cubic meters at the end of the period

(*)    Unaudited 

 

 

                                                                                                                            

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

(All amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

1.         OPERATIONS

 

 

Companhia de Saneamento Básico do Estado de São Paulo ("SABESP" or the "Company") is a mixed-capital company headquartered in São Paulo, at Rua Costa Carvalho, 300, CEP 05429-900, controlled by the São Paulo State Government. The Company is engaged in the provision of basic and environmental sanitation services in the State of São Paulo, as well as it supplies treated water on a wholesale basis. 

 

In addition to providing basic sanitation services in the State of São Paulo, SABESP may perform these activities in other states and countries, and can operate in drainage, urban cleaning, solid waste handling and energy markets. The objective set in the new vision of SABESP is to be recognized as the company that ensured universal access to water and sewage services in its marketplace, in a sustainable and competitive manner, with excellence in customer service.

 

On September 30, 2013, the Company operated water and sewage services in 364 municipalities of the State of São Paulo. The municipality of Mogi das Cruzes has two partial concession agreements, one agreement was renewed and the other one will expire. Most of these municipalities operations are based on 30-year concession agreements.  

 

SABESP is not temporarily operating in some municipalities due to judicial orders under ongoing lawsuits: Iperó, Cajobi, Álvares Florense, Macatuba and Embaúba, whose carrying amount of these municipalities' intangible assets was R$11,352 on September 30, 2013.

 

On September 30, 2013, a total of 62 concessions had expired and are being negotiated. From 2013 to 2034, 38 concessions will expire. Management believes that all concessions expired and not yet renewed will result in new contracts, disregarding the risk of discontinuity in the provision of municipal water supply and sewage services. By September 30, 2013, a total of 265 program and metropolitan contracts were signed (258 contracts on December 31, 2012). 

 

On September 30, 2013, the carrying amount of intangible assets used in the 62 concessions of the municipalities under negotiation totaled R$5,893,872, accounting for 25.32% of total, and the related gross revenue totaled R$1,394,501 in the nine-month period ended September 30, 2013, accounting for 15.99% of total.

 

The Company's operations are concentrated in the municipality of São Paulo, which represents 51.56% of the gross revenue on September 30, 2013 (51.39% in September 2012) and 42.56% of intangible assets (43.51% in December 2012).   

 

On June 23, 2010, the State of São Paulo through its Governor, the Municipality of São Paulo represented by its mayor, the Company and the regulatory agency “Sanitation and Energy Regulatory Agency – ARSESP” as intervening and consenting parties signed an agreement to share the responsibility for water supply and sewage services to the Municipality of São Paulo based on a 30-year concession agreement. This agreement is extendable for another 30 years, pursuant to the law. This agreement sets forth SABESP as the exclusive service provider and designates ARSESP as regulator, establishing prices, controlling and monitoring services.

 

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Notes to the financial statements 

Version: 1

 

Also, on June 23, 2010, the State of São Paulo, the municipality of São Paulo and SABESP signed the “Public utility services agreement for water supply and sewage”, a 30-year term which is extendable for another 30 years. This agreement involves the following activities:

 

i. protection of the sources of water in collaboration with other agencies of the State and the municipality;

ii. capture, transport and treat of water;

iii. collect, transport, treatment and final dispose of sanitary sewage; and

iv. adoption of other actions of basic and environmental sanitation actions.

 

In the municipality of Santos, in the Santos coast region, which has a significant population, the Company operates under an authorization by public deed, a situation similar to other municipalities in that region and in the Ribeira valley, where the Company started to operate after the merger of companies composing it. As of September 30, 2013 the carrying amount of the municipality of Santos’ intangible assets was R$335,469 (R$328,693 in December 2012) and gross revenue for the nine-month period ended September 30, 2013 was R$182,983 (R$165,512 in September 2012).

 

Article 58 of Law 11,445/07 determines that precarious and overdue concessions, as well as those effective for an undetermined period of time, including those that do not have an instrument formalizing them, will be valid until December 31, 2010. However, Article 2 of Law 12,693 of July 24, 2012 allows program agreements to be executed until December 31, 2016

 

The Company’s Management understands that the concession agreements not yet renewed are valid and will be governed by Laws 8,987/95 and 11,445/07, including those municipalities served without an agreement

 

Public deeds are valid and governed by the Brazilian Civil Code.  

 

The Company’s shares have been listed in the Novo Mercado (New Market) segment of BM&FBovespa (the São Paulo Stock Exchange) under the ticker symbol SBSP3 since April 2002 and on the New York Stock Exchange (NYSE) as American Depositary Receipts (“ADRs”) Level III, under the ticker symbol SBS since May 2002. In 2007, SABESP joined the BM&FBovespa’s Corporate Sustainability Index (ISE), which evidences its high level of commitment to the sustainable development and the social practices.

 

Since 2008, the Company has been setting up partnerships with other companies, which resulted in the following companies: Sesamm, Águas de Andradina, Saneaqua Mairinque, Aquapolo Ambiental, Águas de Castilho and Attend Ambiental. Although SABESP has no majority interest in the capital stock of these companies, the shareholders’ agreements provide for the power of veto and casting vote in certain issues jointly with associates, indicating the shared control in the management of investees.

 

This quarterly financial information was approved by the Board of Directors on November 14, 2013.

 

 

 

 

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

2.         BASIS OF PREPARATION AND PRESENTATION OF QUARTERLY FINANCIAL INFORMATION

 

 

(i)         Presentation of Quarterly Financial Information

 

The quarterly financial information as of September 30, 2013 was prepared based on CPC 21 – Interim Financial Reporting and the international standard IAS 34 – Interim Financial Reporting issued by the International Accounting Standards Board (IASB), applicable to the preparation of the Quarterly Information Form– ITR, which are consistently presented with the standards issued by CVM. Therefore, this ITR considers the Circular Official Letter CVM/SNC/SEP 003 of April 28, 2011 which allows that entities report selected notes to the financial statements, in cases of redundant information already disclosed in the Annual Financial Statements. The quarterly financial information for the period ended September 30, 2013, therefore, does not include all the notes and reporting required by the CPC (“Brazilian Accounting Pronouncements Committee”) for the annual financial statements and, accordingly, must be read together with the financial statements under CPC and IFRS for the year ended December 31, 2012.

 

2.1       Accounting policies

 

The accounting policies used in the preparation of the quarterly financial information for the quarter ended September 30, 2013 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2012, except for the effects of new accounting practices adopted as of January 1, 2013, described hereinbelow. These policies are disclosed in Note 3 to the Annual Financial Statements.

 

As of January 1, 2013, new standards, amendments and interpretations of accounting standards became effective. This quarterly financial information already includes the adoption of these amendments and shows their effects on a retrospective basis.

 

The adoption of CPCs 19(R2) and 33(R1) for the year ended December 31, 2012 resulted in the following adjustments:

 

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

 

 

December 31, 2012

 

 

Original

 

CPC 19(R2) Effects
(a)

 

CPC 33(R1) Effects
(b)

 

After adoption of CPCs

Assets

 

 

 

 

 

 

 

 

Total current assets

 

3,336,865

 

(6,267)

 

-

 

3,330,598

 

 

 

 

 

 

 

 

 

Deferred income tax and social contribution

 

141,356

 

(5,459)

 

9,405

 

145,302

Investments

 

-

 

20,826

 

-

 

20,826

Intangible assets

 

21,991,922

 

(24,396)

 

-

 

21,967,526

Property, plant and equipment

 

383,383

 

(186,673)

 

-

 

196,710

 

 

 

 

 

 

 

 

Total non-current assets

 

23,338,928

 

(202,834)

 

9,405

 

23,145,499

Total assets

 

26,675,793

 

(209,101)

 

9,405

 

26,476,097

 

 

 

 

December 31, 2012

 

 

Original

 

CPC 19(R2) Effects
(a)

 

CPC 33(R1) Effects
(b)

 

After adoption of CPCs

Liabilities and equity

 

 

 

 

 

 

 

 

Total current liabilities

 

3,797,370

 

(39,181)

 

-

 

3,758,189

 

 

 

 

 

 

 

 

 

Loans and borrowings

 

7,701,929

 

(169,268)

 

-

 

7,532,661

Total non-current liabilities

 

11,162,846

 

(169,920)

 

468,220

 

11,461,146

 

 

 

 

 

 

 

 

 

Total liabilities

 

14,960,216

 

(209,101)

 

468,220

 

15,219,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

11,715,577

 

-

 

(458,815)

 

11,256,762

Total liabilities and equity

 

26,675,793

 

(209,101)

 

9,405

 

26,476,097

 

 

(a)        Adoption of CPC 19(R2)

 

Jointly-owned investees (Note 9) are now classified as joint venture and are subject to the recognition of income under the equity method of accounting (CPC 18(R2)). This change altered the method of consolidation: from proportional consolidation to equity method of accounting.

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

The adoption of CPC 19(R2) resulted in changes in the consolidation of the Company’s investments in Sesamm – Serviços de Saneamento de Mogi Mirim S/A, Águas de Andradina S.A., Águas de Castilho, Saneaqua Mairinque S.A., Aquapolo Ambiental S.A. and Attend Ambiental S/A.

 

(b)        Adoption of CPC 33 (R1)

 

The Company’s accounting practice up to December 31, 2012 consisted of recording actuarial gains and losses using the corridor method, in which gains and losses from changes in actuarial assumptions were only recognized in profit or loss as they surpass the corridor value and amortized during the estimated average remaining working life of population with the benefits. Therefore, actuarial gains and losses measured in a certain period were not immediately recognized.  With this method, the value recognized in liabilities differs from the estimated present value of obligations through unrecognized actuarial gains and losses.

 

With the adoption of the new accounting standard, SABESP now recognizes in the statement of financial position the total effect from actuarial losses net of income tax and social contribution, with a corresponding entry to the statement of other comprehensive income, not being recorded in income statement. Such accounting method was applied in the quarterly financial information for 2013, with a retrospective effect in the Company’s financial statements for the year ended December 31, 2012 and the opening balance of January 1, 2012.

 

Deferred income tax and social contribution were recorded only for the G1 plan, because G0 plan expenses are deemed undeductible.

 

Below, the reconciliation of the new asset and liability balances of the actuarial obligations for the year ended December 31, 2012 and the opening balance of January 1, 2012, affected by the change in the standard:

 

 

 

 

December 31, 2012

 

January 1,

2012

 

 

 

 

 

Balance of actuarial obligations, according to previous accounting practice - G1

 

577,169

 

538,619

Effect from adoption of CPC 33 (R1)

 

27,663

 

(103,892)

Balance of actuarial obligations after the change in the accounting practice

 

604,832

 

434,727

 

 

 

 

 

Balance of the actuarial obligations according to previous accounting practice - G0

 

1,547,161

 

1,512,078

Effect from the adoption of CPC 33 (R1)

 

440,557

 

69,522

Balance of actuarial obligations after the change in the accounting practice

 

1,987,718

 

1,581,600

 

 

 

 

 

Total balance of the actuarial obligations after the change in the accounting practice

 

2,592,550

 

2,016,327

 

 

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Notes to the financial statements 

Version: 1

 

Due to the adjustment described above, arising from the adoption of CPC 33(R1), the balances of “Deferred taxes” in non-current assets, “Pension plan liabilities” in non-current liabilities and “Other comprehensive income” in equity, as of December 31, 2012 and January 1, 2012, for the periods comparable to the interim financial information, were adjusted as follows:

 

 

 

December 31, 2012

 

January 1, 2012

 

 

Original

 

Restated

 

Original

 

Restated

 

 

Balance

Adjustment

balance

 

balance

Adjustment

balance

Non-current assets

 

 

 

 

 

 

 

 

Deferred taxes

 

135,897

9,405

145,302

 

177,926

(35,323)

142,603

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Pension plan liabilities

 

2,124,330

468,220

2,592,550

 

2,050,697

(34,370)

2,016,327

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Other comprehensive income

 

11,715,577

(458,815)

11,256,762

 

10,545,896

(953)

10,544,943

 

The adoption of CPC 33 (R1) did not result in adjustments to the statements of income and cash flows presented in this quarterly financial information.

 

 

3.         FINANCIAL RISK MANAGEMENT

 

3.1       Financial risk factors

 

The Company's activities are affected by Brazilian economic scenario, making it exposed to market risks, such as exchange rate, interest rate, credit risk and liquidity risk. The Company’s financial risk management is focused on the unpredictability of financial markets and seeks to minimize potential any adverse effects on the Company’s financial performance.

 

The Company has not utilized derivative instruments in any of the reported periods

 

(a)        Market risk

 

Foreign exchange risk

 

SABESP’s foreign exchange exposure implies market risks associated with Brazilian Real currency fluctuations against the US dollar and Yen. SABESP’s foreign currency-denominated liabilities include US dollar and Yen-denominated loans.

 

In case of Brazilian Real depreciation in relation to foreign currency in which the debt is denominated, SABESP will incur in monetary loss in relation to such debt.

 

SABESP’s specific foreign exchange risks are related to exposures caused by its current and non-current debts denominated in foreign currency.

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

The management of SABESP’s foreign exchange exposure considers several current and projected economic factors, besides market conditions.

 

This risk arises from the possibility that the Company may incur losses due to exchange rate fluctuations that would impact liability balances of foreign currency-denominated loans and financing raised in the market and related financial expenses. The Company does not maintain hedge or swap contracts neither any derivative financial instrument to hedge against this risk, but conducts an active management of debt, taking advantage of opportunities to change expensive debts with “cheaper” debts, reducing the cost through early maturity

 

A significant amount of the Company’s financial debt is denominated in U.S. dollar and Yen, in the total amount of R$3,567,740 on September 30, 2013 (R$3,231,183 million in December 2012). Below, the Company’s exposure to foreign exchange risk:

 

 

September 30, 2013

 

December 31, 2012

(Restated)

 

Foreign currency

 

R$

 

Foreign currency

 

R$

Loans and financing – US$

1,161,032

 

2,589,101

 

1,136,274

 

2,321,976

Loans and financing – Yen

41,468,167

 

940,498

 

37,535,650

 

890,346

Interest and charges from loans and financing – US$

 

 

35,605

 

 

 

12,487

Interest and charges from loans and financing – Yen

 

 

2,536

 

 

 

6,374

Total exposure

 

 

3,567,740

 

 

 

3,231,183

Financing cost

 

 

(17,455)

 

 

 

(15,422)

Total loans in foreign currency

 

 

3,550,285

 

 

 

3,215,761

 

As at September 30, 2013, if the Brazilian Real had depreciated or appreciated by 10% against the US dollar and Yen with all other variables held constant, effects on results before taxes on September 30, 2013 would have been R$356,774 (R$323,118 in the year ended December 31, 2012) lower or higher, mainly as a result of foreign exchange losses or gains on the translation of foreign currency-denominated loans

 

Scenario I below presents the effect in the income statements for the next 12 months, considering the projected rates of the U.S. dollar and the Yen. Considering the other variables as remaining constant, the impacts for the next 12 months are shown in scenarios II and III with possible depreciations of 25% and 50%, respectively, in the Brazilian Real

 

 

 

Scenario I (Probable)

 

Scenario II (25%)

 

Scenario III (50%)

 

 

(*)

 

 

 

 

Net currency exposure on September  30, 2013 (Liabilities) in US$

 

1,161,032

 

1,161,032

 

1,161,032

 

 

 

 

 

 

 

US$ rate on September 30, 2013

 

2.2300

 

2.2300

 

2.2300

Exchange rate estimated according to the scenario

 

2.4000

 

3.0000

 

3.6000

Difference between the rates

 

(0.1700)

 

(0.7700)

 

(1.3700)

 

 

 

 

 

 

 

Effect on net financial result R$ (loss)

 

(197,375)

 

(893,995)

 

(1,590,614)

 

 

 

 

 

 

 

Net currency exposure on September  30, 2013 (Liabilities) in Yen

 

41,468,167

 

41,468,167

 

41,468,167

 

 

 

 

 

 

 

Yen rate on September 30, 2013

 

0.02268

 

0.02268

 

0.02268

Exchange rate estimated according to the scenario

 

0.02349

 

0.02936

 

0.03524

Difference between the rates

 

(0.00081)

 

(0.00668)

 

(0.01256)

 

 

 

 

 

 

 

Effect on net financial result in R$ (loss)

 

(33,589)

 

(277,007)

 

(520,840)

 

 

 

 

 

 

 

Total effect on net financial result in R$ (loss)

 

(230,964)

 

(1,171,002)

 

(2,111,454)

 

 

 

 

 

 

 

(*)The probable scenario in foreign currency (US$ and Yen) considered the average exchange rate for the 12-month period after September 30, 2013, according to BM&FBovespa.

 

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Notes to the financial statements 

Version: 1

 

 

Interest rate risk

 

This risk arises from the possibility that the Company could incur losses due to fluctuations in interest rates, increasing the financial expenses related to loans and financing

 

The Company has not entered into any derivative contract to protect against this risk; however continually monitors market interest rates, in order to evaluate the need of replacing its debts.

 

The table below provides the Company's loans and financing subject to variable interest rate:

 

 

 

September 30, 2013

 

December 31, 2012 (Restated)

 

 

 

 

 

TR(i)

 

1,746,298

 

2,019,924

CDI(ii)

 

1,212,010

 

1,799,830

TJLP(iii)

 

805,676

 

845,913

IPCA(iv)

 

1,321,471

 

697,385

LIBOR(v)

 

1,395,203

 

1,243,058

Interest and charges

 

99,009

 

95,475

Total

 

6,579,667

 

6,701,585

 

(i) TR – (Taxa de Referência), a reference rate

(ii) CDI - (Certificado de Depósito Interbancário), an interbank deposit rate

(iii) TJLP - (Taxa de Juros a Longo Prazo), a long-term interest rate

(iv) IPCA - (Índice Nacional de Preços ao Consumidor Amplo), a consumer price index

(v) LIBOR - London Interbank Offered Rate

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

Another risk to which the Company is exposed, is the mismatch of the monetary restatement indices of its debts with those of its service revenues. Water supply and sewage services tariff adjustments do not necessarily follow the increases in adjustment indexes for loans, financing and interest rates affecting the Company's debt.

 

As at September 30, 2013, if interest rates on loans denominated in Brazilian reais  had been 100 basis points higher or lower with all other variables held constant, the effects on profit for the nine-month period ended September 30, 2013 before taxes would have been R$65,796 (R$67,015 for the year ended December 31, 2012) lower or higher, mainly as a result of a lower or higher interest expense on floating rate loans.  

 

 

(b)        Credit risk

 

The credit risk arises from cash and cash equivalents, deposits in banks and financial institutions, as well as credit exposures to customers, including outstanding accounts receivable, restricted cash, accounts receivable from related parties and indemnities. The Company is required by law to invest its funds with Banco do Brasil. Credit risk exposure is mitigated by sales to a dispersed customer base.

 

The maximum exposure to credit risk at the reporting date is the carrying amount of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade accounts receivable and accounts receivable from related parties. (See notes 5, 6, 7 and 8).

 

Regarding the financial assets held with financial institutions, the credit quality that is not past due or subject to provision for impairment can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. The credit quality of counterparties which are banks, such as deposits and financial investments, the Company considers the lower rating of the counterparty published by three main international rating agencies (Moody's, Fitch and S&P), according to the internal market risk management policy

 

 

September 30, 2013

 

December 31, 2012 (Restated)

Cash at bank and short-term bank deposits

 

 

 

AAA(bra)

1,826,850

 

1,913,893

Others (*)

1,920

 

2,081

 

1,828,770

 

1,915,974

(*)This category includes current accounts and investment funds in banks which have no credit rating information available

 

The available credit rating information of the banks in which the Company made transactions during the period is as follows

 

 

Counterparty

Fitch

 

Moody's

 

Standard Poor's

 

 

 

 

 

 

Banco do Brasil S.A.

AAA (bra)

 

Aaa.br

 

-

Banco Santander Brasil S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Federal Savings Bank

AAA (bra)

 

Aaa.br

 

-

Banco Bradesco S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

 

Aaa.br

 

brAAA

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

 

(c)        Liquidity risk

 

The Company's liquidity is primarily reliant upon cash provided by operating activities, loans from Brazilian Federal and State governmental financial institutions, and financing in the domestic and international capital markets. The liquidity risk management considers the assessment of its liquidity requirements to ensure it has sufficient cash to meet its investment and capital expenditures needs, as well as the payment of debts

 

The funds held by the Company are invested in interest-bearing current accounts, time deposits, short-term deposits and securities, selecting instruments with appropriate maturity or liquidity sufficient to provide margin as determined by projections mentioned above.

 

The table below analyzes the Company’s financial liabilities, by relevant maturities, including the installment of principal and interest to be paid according to the agreement.

 

 

 

 

October to December 2013

 

2014

 

2015

 

2016

 

2017

 

2018 onwards

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September  30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

248,398

 

1,052,990

 

1,479,365

 

1,373,330

 

1,033,674

 

7,416,153

 

12,603,910

Accounts payable to suppliers and contractors

 

217,658

 

-

 

-

 

-

 

-

 

-

 

217,658

Services payable

 

303,688

 

-

 

-

 

-

 

-

 

-

 

303,688

Pension plan liabilities

 

57,352

 

235,667

 

242,192

 

249,770

 

257,442

 

1,880,988

 

2,923,411

Public-private partnership– PPP

 

10,481

 

41,925

 

41,925

 

41,925

 

41,925

 

262,027

 

440,208

Program contract commitments

 

138,592

 

36,228

 

77,799

 

4,242

 

1,900

 

37,555

 

296,316

Other liabilities

 

120,124

 

157,993

 

-

 

-

 

-

 

-

 

278,117

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018 onwards

 

Total

Restated

As of December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

1,743,344

 

1,221,613

 

1,660,890

 

1,100,013

 

779,905

 

5,678,481

 

12,184,246

Accounts payable to suppliers and contractors

 

295,392

 

-

 

-

 

-

 

-

 

-

 

295,392

Services payable

 

389,091

 

-

 

-

 

-

 

-

 

-

 

389,091

Pension plan liabilities

 

229,406

 

235,667

 

242,192

 

249,770

 

257,442

 

1,880,988

 

3,095,465

Public-private partnership– PPP

 

41,925

 

41,925

 

41,925

 

41,925

 

41,925

 

305,193

 

514,818

Program contract commitments

 

160,784

 

11,227

 

66,052

 

4,222

 

1,911

 

37,204

 

281,400

Other liabilities

 

159,055

 

168,766

 

-

 

-

 

-

 

-

 

327,821

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

Future interest

 

Future interest was calculated based on the contractual clauses for all agreements. For agreements with floating interest rate, the interest rates used correspond to the reference dates above.

 

Cross-default clause

 

The Company has loan agreements including the cross-default clause, which sets forth that the early maturity of any Company’s debt will cause the anticipated debt of the corresponding agreement. Indicators are constantly monitored to avoid the execution of this clause.

 

(d)        Sensitivity analysis on interest rate risk

 

The table below shows the sensitivity analysis of the financial instruments, prepared in accordance with CVM Rule 475/2008 in order to evidence the balances of main financial assets and liabilities, calculated at a rate projected until the final settlement of each contract, considering a probable scenario (scenario I), appreciation of 25% (scenario II) and 50% (scenario III).

 

The purpose of the sensitivity analysis is measure the impact of changes in the market variables over the financial instruments of the Company, considering constant all other variables. Upon settlement the amounts can be different from those presented above, due to the estimates used in the measurement.

 

September 30, 2013

Indicators

Exposure

Scenario I

(Probable) (i)

Scenario II

(25%)

Scenario III

(50%)

 

 

 

 

 

Assets

 

 

 

 

CDI

1,739,277

9.7500%(*)

7.3125%(***)

4.8750%(***)

Financial income

 

169,579

127,185

84,790

 

 

 

 

 

Liabilities

 

 

 

 

CDI

1,212,010

9.7500%(*)

7.3125%(***)

4.8750%(***)

Interest to be incurred

 

(118,171)

(88,628)

(59,085)

 

 

   

   

   

Net exposure – CDI

527,267

51,408

38,557

25,705

 

 

 

 

 

Liabilities

 

 

 

 

TR

1,746,298

0.0106%(*)

0.0133%

0.0159%

Expense to be incurred

 

(185)

(232)

(278)

 

 

 

 

 

IPCA

1,321,471

5.9700%(*)

7.4625%

8.9550%

Expense to be incurred

 

(78,892)

(98,615)

(118,338)

 

 

 

 

 

TJLP

805,676

5.0000%(*)

6.2500%

7.5000%

Interest to be incurred

 

(40,283)

(50,355)

(60,426)

 

 

 

 

 

LIBOR

1,395,203

0.3113%(**)

0.3891%

0.4669%

Interest to be incurred

 

(4,343)

(5,429)

(6,514)

 

 

   

   

   

Total net expenses to be incurred

 

(72,295)

(116,074)

(159,851)

 

 

 

 

 

(*)Source: Focus Report – BACEN, September 27, 2013

(**)Source: Bloomberg

(***) Scenario with 25% and 50% reduction, since the Company’s net exposure in CDI is positive.

 

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Notes to the financial statements 

Version: 1

 

 

(i)    It refers to the scenario of interest rates to be incurred for the 12 months as of September 30, 2013 or until the maturity of the contracts, whichever is shorter.

 

3.2       Capital management

 

The Company's objectives when managing capital are ensure its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

 

The Company monitors capital based on the financial leverage ratios. This ratio corresponds to net debt divided by total capital. Net debt corresponds to total loans and financial less cash and cash equivalents. Total capital is calculated as total equity as shown in the statement of financial position plus net debt.

 

 

 

September 30, 2013

 

December 31, 2012

(Restated)

 

 

 

 

 

Total loans and borrowings

 

9,085,183

 

8,875,255

Less: cash and cash equivalents

 

(1,828,770)

 

(1,915,974)

 

 

 

 

 

Net debt

 

7,256,413

 

6,959,281

Total equity

 

12,509,395

 

11,256,762

 

 

 

 

 

Total capital

 

19,765,808

 

18,216,043

 

 

 

 

 

Leverage ratio

 

37%

 

38%

 

On September 30, 2013, the leverage ratio decreased from 38% to 37% when compared with December 31, 2012, which is mainly due to capital increase deriving from the profit in the period.

 

 

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Notes to the financial statements 

Version: 1

 

3.3       Fair value estimates

 

We assume that balances of trade accounts receivable (current) and trade accounts payable by carrying amount approximate their fair values, considering the short maturity. Long-term trade accounts receivable also approximate their fair values, as they will be adjusted by inflation and/or will bear contractual interest rates over time

 

3.4       Financial instruments

 

On September 30, 2013 and December 31, 2012, the Company did not have financial assets classified in categories of fair value through profit or loss, held to maturity and held for sale. The Company’s financial instruments included in the loans and receivables category comprise cash and cash equivalents, receivables from customers, receivables from related parties, other accounts receivable, receivables from Water National Agency - ANA, contractors and suppliers, loans and financing, interest on equity payable, accounts payable from public-private partnership - PPP and program contract commitments, which are non-derivative financial assets and liabilities with fixed or determinable payments, not quoted in an active market.

 

The estimated fair values of financial instruments are as follows:

 

 

September 30, 2013

 

December 31, 2012

(Restated)

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Financial assets

 

 

 

 

 

 

 

Cash and cash equivalents

1,828,770

 

1,828,770

 

1,915,974

 

1,915,974

Restricted cash

10,473

 

10,473

 

64,977

 

64,977

Trade accounts receivable

1,396,851

 

1,396,851

 

1,374,632

 

1,374,632

Accounts receivable from related parties

256,338

 

256,338

 

262,371

 

262,371

Water National Agency – ANA

104,967

 

104,967

 

108,099

 

108,099

Other accounts receivable

172,243

 

172,243

 

141,027

 

141,027

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Loans and financing (i) to (vii)

9,085,183

 

9,415,566

 

8,875,255

 

9,201,317

Accounts payable to suppliers and contractors

217,658

 

217,658

 

295,392

 

295,392

Services payable

303,688

 

303,688

 

389,091

 

389,091

Program contract - commitments

256,141

 

256,141

 

235,627

 

235,627

Public-Private Partnership - PPP

346,063

 

346,063

 

356,317

 

356,317

 

 

To obtain fair value of loans and financing, the following criteria have been adopted

 

(i)      Agreements with Banco do Brasil and CEF (Brazilian Federal Savings Bank) were projected until final maturity, at contractual rates (projected TR + spread) and discounted at present value by TR x DI, both rates were obtained from BM&F.

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

(ii)     Debentures were projected until the final maturity date according to contractual rates (IPCA, DI, TJLP or TR), and discounted at present value considering the future interest rate published by ANBIMA in the secondary market, or equivalent market rates, or the Company securities traded in the Brazilian market.

 

(iii)    BNDES (Brazilian Development Bank) loans are financial instruments measured by face value and restated until maturity date and are indexed by long term interest rate – TJLP.

 

These loans have specific characteristics and the conditions defined in the loan agreements with BNDES between independent parties, and reflect the conditions for those types of loan. In Brazil, a consolidated market of long-term debts does not exist with the same characteristics of BNDES loans, the offering of credit to the entities in general, with this long-term characteristic, usually is restricted to BNDES.

 

(iv)   Other financing in local currency are considered by carrying amount till maturity date, discounted to present value at futures interest rate published by BM&FBovespa.

 

(v)    Agreements with IDB, IBRD, were projected until final maturity in origin currency, applying interest rates contracted, discounted at present value at Libor futures rate, obtained from Bloomberg. Eurobonds were priced at market value through quotes published by Bloomberg. All the amounts obtained were translated into Brazilian reais  at the exchange rate as of September 30, 2013.

 

(vi)   Agreements with JICA were projected until final maturity in origin currency, using interest rates contracted and discounted at present value, at Tibor futures rate obtained from Bloomberg. The amounts obtained were translated into Brazilian reais at the exchange rate as of September 30, 2013.

 

(vii)  Leasing is an instrument measured by face value restated until maturity date, whose characteristic is the indexation by fixed contractual rate, which is a specific type, not compared to any other market rate. Thus, the Company discloses as market capitalization, the amount recorded on September 30, 2013.

 

 

Considering the nature of the Company's other financial instruments, assets and liabilities, the balances recognized in the statements of financial position are close to the fair values, taking into consideration the maturity terms close to the reporting date, a comparison between contractual interest rate and market interest in similar operations at the end of the reporting period, and its nature and maturity terms.

 

 

4.         SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

 

Estimates and judgments are continually evaluated and are based on historical experience and on other factors, including expectations of future events that are believed to be reasonable under the circumstances. There were no changes when compared to the Annual Financial Statements for the year ended December 31, 2012, according to Note 5.

 

 

 

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Notes to the financial statements 

Version: 1

 

5.         CASH AND CASH EQUIVALENTS

 

 

 

September 30, 2013

December 31, 2012

(Restated)

 

 

 

 

 

 

Cash and banks

89,493

 

119,397

 

Cash and cash equivalents

1,739,277

 

1,796,577

 

 

1,828,770

 

1,915,974

 

 

Cash and cash equivalents include cash, bank deposits and high-liquidity short-term investments, mainly represented by purchase commitments (bearing CDI rate), deposited in Banco do Brasil, with maturities lower than three months, which are promptly convertible into a known cash amount and subject to an insignificant risk of change in value.

 

The average yield of financial investments corresponds to 100.72% of CDI in September 2013 (100.01% in December 2012).

 

 

6.         RESTRICTED CASH

 

As of September 30, 2013, the restricted cash, in current assets, totaled R$10,473, referring mainly to the agreement in the municipality of São Paulo, where the Company transfers 7.5% of the Municipality’s revenue to the Municipal Fund (R$64,977 in December 2012).

 

The variation occurred in the period from January to September 2013, when compared to the Financial Statements as at December 31, 2012, mainly refers to the removal of restriction on use of funds by the Municipal Government of São Paulo.

 

7.         TRADE ACCOUNTS RECEIVABLE

 

(a)        Balance sheet balances

 

 

 

September 30, 2013

 

December 31, 2012

(Restated)

Private sector:

 

 

 

 

General and special customers (i) (ii)

 

947,902

 

949,800

Agreements (iii)

 

269,005

 

249,470

 

 

 

 

 

 

 

1,216,907

 

1,199,270

Government entities:

 

 

 

 

Municipal

 

638,782

 

610,779

Federal

 

3,710

 

3,150

Agreements (iii)

 

176,339

 

181,271

 

 

 

 

 

 

 

818,831

 

795,200

Wholesale customers – Municipal governments: (iv)

 

 

 

 

Guarulhos

 

637,329

 

578,314

Mauá

 

315,038

 

281,398

Mogi das Cruzes

 

15,598

 

15,202

Santo André

 

679,465

 

620,276

São Caetano do Sul

 

2,317

 

2,072

Diadema

 

199,439

 

180,465

 

 

 

 

 

Total wholesale customers – municipal governments

 

1,849,186

 

1,677,727

 

 

 

 

 

Unbilled supply

 

431,578

 

425,843

 

 

 

 

 

Subtotal

 

4,316,502

 

4,098,040

Allowance for doubtful accounts

 

(2,919,651)

 

(2,723,408)

 

 

 

 

 

Total

 

1,396,851

 

1,374,632

 

 

 

 

 

Current

 

1,022,812

 

1,038,945

Noncurrent (v)

 

374,039

 

335,687

 

 

 

 

 

 

 

1,396,851

 

1,374,632

 

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Notes to the financial statements 

Version: 1

 

 

From January to September 2013, there were no relevant changes in operations reported in the financial statements as at December 31, 2012.

 

(i) General customers - residential and small and mid-sized companies.

 

(ii) Special customers - large consumers, commercial, industries, condominiums and special billing consumers (industrial waste, wells, etc.). 

 

(iii) Agreements - installment payments of past-due receivables, plus monetary restatement and interest.

 

(iv) Wholesale basis customers - municipal governments - This balance refers to the sale of treated water to municipalities, which are responsible for distributing to, billing and charging final customers. Some of these municipalities are challenging in court the tariffs charged by SABESP, which have full allowance for doubtful accounts. Additionally, the overdue amounts are included in the allowance for doubtful account and are classified in noncurrent assets.

 

Changes are as follows:

 

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Notes to the financial statements 

Version: 1

 

 

 

Nine-month period ended

September 30, 2013

 

Year ended December 31, 2012

(Restated)

 

 

 

 

Balance at the beginning of period

1,677,727

 

1,486,342

Billing for services rendered

316,332

 

394,922

Collections – current year’s services

(121,931)

 

(165,967)

Collections – previous years’ services

(22,942)

 

(37,570)

 

 

 

 

Balance at the end of the period

1,849,186

 

1,677,727

 

 

 

 

Current

36,557

 

33,924

Non-current

1,812,629

 

1,643,803

 

(v) The noncurrent amount consists of trade accounts receivable that are past due and renegotiated with customers and amounts past due related to wholesale basis to municipal governments, and the amounts are net of allowance for doubtful accounts.

 

(b)        The aging of trade accounts receivable is as follows:

 

 

 

September 30, 2013

 

December 31, 2012

(Restated)

 

 

 

 

Falling due

1,122,780

 

1,091,834

Past-due:

 

 

 

Up to 30 days

196,814

 

197,936

From 31 to 60 days

91,774

 

97,426

From 61 to 90 days

59,227

 

61,527

From 91 to 120 days

51,324

 

50,729

From 121 to 180 days

83,075

 

89,297

From 181 to 360 days

161,885

 

139,788

Over 360 days

2,549,623

 

2,369,503

 

 

 

 

Total past-due

3,193,722

 

3,006,206

 

 

 

 

Total

4,316,502

 

4,098,040

 

The increase in past-due balance is mainly due to accounts receivable at wholesale, wherein municipalities are challenging in court the tariffs charged by Sabesp. These amounts are fully recorded under allowance for doubtful accounts.

 

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Notes to the financial statements 

Version: 1

 

 

(c)        Allowance for doubtful accounts

 

 

September 30, 2013

 

September 30, 2012

(Restated)

 

 

 

 

 

 

Balance at beginning of period

2,723,408

 

2,436,428

 

Private sector/government entities

69,335

 

95,904

 

Recoveries

(34,322)

 

(36,554)

 

Wholesale customers

161,230

 

158,012

 

 

 

 

 

 

Additions in the period

196,243

 

217,362

 

 

 

 

 

 

Balance at the end of period

2,919,651

 

2,653,790

 

 

 

 

 

 

Current

1,296,642

 

1,218,738

 

Noncurrent

1,623,009

 

1,435,052

 

 

 

Reconciliation of provision for losses in profit or loss

July to September  /2013 

 

January to September  /2013 

 

July to September  /2012 

(Restated)

 

January to September  /2012 

(Restated)

 

 

 

 

 

 

 

 

Losses (write-off)

13,472

 

45,478

 

23,261

 

59,964

Provision for state entities (related parties)

2,474

 

3,433

 

26,685

 

26,685

Provision for private sector/government entities

23,442

 

69,335

 

30,769

 

95,904

Recoveries

(11,703)

 

(34,322)

 

(10,103)

 

(36,554)

 

 

 

 

 

 

 

 

Balance

27,685

 

83,924

 

70,612

 

145,999

 

The Company does not have customers representing 10% or more of its revenue.

 

 

8.         RELATED-PARTY BALANCES AND TRANSACTIONS

 

The Company is a party to transactions with its controlling shareholder, the State Government, and companies/entities related thereto.

 

(a)        Accounts receivable, interest on equity, revenue and expenses with the São Paulo State Government

 

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

 

September 30, 2013

 

December 31, 2012

(Restated)

Accounts receivable

 

 

 

Current:

 

 

 

Water and sewage services

125,077

 

113,027

Allowance for losses

(50,964)

 

(47,531)

Reimbursement of additional retirement and

 

 

 

pension benefits – GESP Agreement

35,278

 

35,278

Reimbursement for pension benefits paid -

 

 

 

monthly flow

6,214

 

8,499

Get Connected to the Network Program

14,320

 

-

 

 

 

 

Total current

129,925

 

109,273

 

 

 

 

Noncurrent:

 

 

 

Reimbursement of additional retirement and

 

 

 

pension benefits – GESP Agreement

126,413

 

153,098

 

 

 

 

Total noncurrent

126,413

 

153,098

 

 

 

 

Total receivables from shareholders

256,338

 

262,371

 

 

 

 

Water and sewage services

74,113

 

65,496

Reimbursement of additional retirement and

 

 

 

pension benefits

167,905

 

196,875

Get Connected to the Network Program

14,320

 

-

 

 

 

 

Total

256,338

 

262,371

 

 

 

 

Interest on shareholders equity payable to related parties

-

 

228,214

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

July to September/2013

 

July to September/2012

(Restated)

Gross revenue from sales and services

 

 

 

Water supply

59,811

 

55,070

Sewage services

52,173

 

48,812

Payments received from related parties

(106,987)

 

(112,880)

Financial income

36,369

 

34,126

 

 

 

 

Receipt of GESP reimbursement referring to Law 4819/58

(26,908)

 

(30,124)

 

From January to September 2013, there were no significant changes in the operations reported in the financial statements as at December 31, 2012. Further details and explanations on the nature of related-party transactions are included in Note 9 of the Financial Statements as at December 31, 2012.

 

(b)        Contingent assets – GESP (not recorded)

 

On September 30, 2013 and December 31, 2012, SABESP had off-balance contingent assets with GESP relating to the supplementary retirement and pension paid (Law 4,819/58), as follows:

 

 

September 30, 2013

 

December 31, 2012

Restated

Amounts in controversy receivable

698,018

 

654,927

Undisputed amount relating to the transfer to
SABESP of Alto Tietê system reservoirs

696,283

 

696,283

Total

1,394,301

 

1,351,210

 

From January to September 2013, there were no relevant changes in the progress of lawsuits. Further details and explanations on the nature of these contingent assets are included in Note 9 (vii) of the Financial Statements as at December 31, 2012.

 

(c)        Agreements for the use of reservoirs

 

EMAE – Empresa Metropolitana de Águas e Energia S.A. claims the credit and financial compensation for the use of water from Guarapiranga and Billings reservoirs, used by SABESP in its operations, as well as the reimbursement of damages related to the failure to pay appropriately.

 

The Company understands that no amounts are due for the use of these reservoirs, but already participates in its maintenance costs of the Guarapiranga reservoir. Should these reservoirs not be available for use to the Company, maybe it would be necessary to collect water in more distant places, having the risk of being unfeasible to properly rendering services in the region, besides increasing borrowing cost.  

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

Three proceedings were filed by EMAE, two of them are writs of prevention to toll statute of limitation and another one to file arbitration commitment, by force of an arbitration clause in the agreement entered into between the São Paulo State Government and former Light, in 1958.  

 

The plaintiff understands that diverging opinions between EMAE and SABESP should be resolved at the Court of Arbitration, which was disputed by SABESP, which in turn claims it is not bound to an agreement in which it is not party.  

 

In February 2013, the arbitration commitment was established, decision of which was challenged by appeal which is pending judgment.

 

As such appeal has no suspensive effect, EMAE filed a request for arbitration proceeding with Amcham Arbitration Center. In July, SABESP through an interlocutory appeal, obtained suspension of the award effects, which sentenced the filing of arbitration proceeding, but it was judged on October 23, 2013 and the court rejected the suspensive effect, reason that EMAE requested the immediate prosecution of the arbitration proceeding.

 

Simultaneously, in September 2013, EMAE filed another lawsuit, also pleading a financial compensation due to water collection from Billings reservoir by SABESP for public supply, alleging that such action has been causing permanent and growing losses in the capacity of generating electricity at Henry Borden PCH, with financial losses.

 

In a defense filed on October 9, 2013, among several arguments, SABESP alleged that it has the non-onerous grant of right to use surface water resources for public supply in the metropolitan region of São Paulo, granted by DAEE (Water and Electricity Department), which sustains the legality of its operations. SABESP also affirms that EMAE does not own the right to use Billings reservoir’s waters, reason that it is not entitled to claim any indemnification from third parties, any compensation or remuneration for the use of water and finally, that the restrictions to utilize all the potential of Billings reservoir waters to generate electricity do not solely refer to SABESP’s utilization of these resources, but also the legal restriction preventing the pumping of wastewater to this reservoir.   

 

SABESP understands that the expectation for all lawsuits is of possible losses, and, at this present moment, it is not feasible to estimate the amount involved.

 

(d)        Agreements with reduced tariffs with State and Municipal Government Entities which adhered to the Water Rational Use Program (PURA)

 

The Company has signed agreements with government entities related to the State Government and municipalities where it operates that benefit from a reduction of 25% in the tariff of water supply and sewage services when they are in performance. These agreements provide for the implementation of the rational water use program, which takes into consideration the reduction in water consumption.

 

(e)        Guarantees 

 

The State Government provides guarantees for some loans and financing of the Company and does not charge any fee with respect to such guarantees.

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

(f)         Personnel assignment agreement among entities related to the São Paulo State Government

 

The Company has personnel assignment agreements with entities related to the São Paulo State Government, under which the expenses are fully transferred and monetarily reimbursed. The amounts of R$3,254 and R$3,030 were paid in the third quarter of 2013 and 2012, respectively, and R$9,722 and R$9,148 were paid in the nine-month periods of 2013 and 2012, respectively.

 

Expenses related to personnel assigned by other entities to Sabesp totaled R$79 and R$66 in the third quarter of 2013 and 2012, respectively, and R$611 and R$581 in the nine-month period of 2013 and 2012, respectively.

 

(g)        Services obtained from São Paulo state government entities

 

On September 30, 2013 and December 31, 2012, SABESP had an outstanding amount payable of R$1,772 and R$958, respectively, for services rendered by São Paulo State Government entities.

 

(h)        Non-operating assets

 

As of September 30, 2013 and December 31, 2012, the Company had an amount of R$969 related to free land lent to DAEE (Water and Electricity Department)

 

(i)         SABESPREV

 

The Company sponsors a private defined benefit pension plan, which is operated and administered by Fundação Sabesp de Seguridade Social - SABESPREV. The net actuarial liability recognized as of September 30, 2013 amounted to R$655,616 (R$604,832 in December 2012, including the effect of CPC 33(R1)). For further details, see Note 17.

 

(j)         Management’s Compensation

 

Expenses related to the compensation of members of the Board of Directors and Board of Executive Officers was R$844 and R$805, respectively, from July to September 2013 and 2012. The amounts of R$2,468 and R$2,380, respectively, were accrued from January to September 2013 and 2012, and refer to short-term benefits. An additional amount of R$140, referring to the Executive Officers’ bonus program was recorded in the period between July to September 2013 (from July to September 2012 - R$285). From January to September 2013 and 2012, the amounts of R$426 and R$822, respectively, were accrued.

 

(k)        Loan agreement through credit facility

 

The Company holds interest in certain Special Purpose Entities (SPE), not holding the majority interest but with cast vote and power of veto in some issues. Therefore, these SPEs are considered for accounting purposes as jointly-owned subsidiaries

 

The Company entered into a loan agreement through credit facility with the SPEs Águas de Andradina S.A., Águas de Castilho S.A. and Aquapolo Ambiental S.A. to finance the operations of these companies, until release of loans and financing requested with banks.  

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

The contracts signed on January 19, 2012 with Águas de Andradina and Águas de Castilho were settled in July 2012, according to the contractual provisions. On July 18, 2012, new agreements were signed with both companies, pursuant to the conditions in the table below. The agreement signed with Aquapolo Ambiental on March 30, 2012 remains with the same characteristics, according to the table below

 

SPE

 

Credit limit

 

Principal disbursed amount

 

Interest balance

 

Interest rate

 

Maturity

Águas de Andradina

 

3,467

 

1,427

 

61

 

SELIC + 3.5 % p.a.

 

(*)

Águas de Castilho

 

675

 

403

 

17

 

SELIC + 3.5 % p.a.

 

(*)

Aquapolo Ambiental

 

5,629

 

5,629

 

1,115

 

CDI + 1.2% p.a.

 

4/30/2016

Aquapolo Ambiental

 

19,000

 

19,000

 

2,864

 

CDI + 1.2% p.a.

 

4/30/2015

Total

 

28,771

 

26,459

 

4,057

 

 

 

 

 

(*) Loan for use agreements with the SPEs Águas de Andradina and Águas de Castilho mature when funds from the Brazilian Development Bank (BNDES) long-term contracts are released, when the borrower will pay all the debts arising from the credit facility.

 

The amount disbursed is recognized in Assets under “Other Receivables”, R$1,830 of principal and R$78 of interest rates recognized in Current Assets and R$24,629 of principal and R$3,979 of interest rates in Noncurrent Assets. As of September 30, 2013, the balance of principal and interest rates of these contracts is R$30,516 (R$28,081 on December 31, 2012). From January to September 2013, financial income was impacted by R$2,435 (R$1,137 from January to September 2012).

 

 

(l)         Get Connected to the Network Program

The state government sanctioned the State Law 14687/12, creating the Programa Pró-conexão (Supporting Connection Program) aiming at financially subsidizing the execution of intra household sections necessary to connect to the sewage collecting networks at low-income households adhering to this program. The program expenses will be financed with 80% of funds deriving from the state government and the remaining 20% will be invested by Sabesp, which is also liable for the execution of works. On September 30, 2013, the program total amount was R$17,900, R$14,320 of which was recorded under balances receivable from related parties, and R$3,580 recorded under intangible assets.

 

 

9.         INVESTMENTS         

 

The Company holds interest in the following investees: Sesamm – Serviços de Saneamento de Mogi Mirim S/A, Águas de Andradina, Águas de Castilho, Saneaqua Mairinque, Aquapolo Ambiental and Attend Ambiental which were recorded by the equity method. The accounting policies of its investees are consistent with the accounting policies adopted by the Company.

 

Although SABESP has no majority shares of its investees, the shareholders’ agreement provides for the power of veto in certain management issues, indicating participating shared control (joint venture – CPC 19 (R2)).

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

Information on these companies’ activities is included in Note 2.1 of the Financial Statements as at December 31, 2012. During the period ended September 30, 2013, there were no significant changes in operations of these investees.

 

See below a summary of financial information of the joint-controlled entities:

 

Company

Investments

 

Equity in the earnings (losses) of investees

 

Interest percentage

 

Equity

 

Profit (loss) for the period

 


September
30, 2013

December
31, 2012

 

September 30, 2013

September
30, 2012

 


September
30, 2013

December
31, 2012

 

 

September
30, 2013

December
31, 2012

 


September
30, 2013


September
30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sesamm

6,548

5,760

 

788

460

 

36%

36%

 

18,189

15,999

 

2,189

1,278

Águas de Andradina

925

751

 

174

(122)

 

30%

30%

 

3,083

2,503

 

581

(407)

Águas de Castilho

645

474

 

171

98

 

30%

30%

 

2,149

1,580

 

569

327

Saneaqua Mairinque

671

722

 

(51)

400

 

30%

30%

 

2,235

2,407

 

(171)

1,333

Attend Ambiental

3,239

4,379

 

(1,140)

(511)

 

45%

45%

 

7,197

9,731

 

(2,533)

(1,136)

Aquapolo Ambiental

10,072

8,538

 

1,534

(3,968)

 

49%

49%

 

20,555

17,424

 

3,131

(8,098)

Total

22,100

20,624

 

1,476

(3,643)

 

 

 

 

53,408

49,644

 

3,766

(6,703)

 

Other investments

575

202

 

 

 

 

 

 

 

 

 

 

 

 

 

Overall total

22,675

20,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.       INVESTMENT PROPERTIES

 

As of September 30, 2013 “Investment Properties” totaled R$54,039 (R$54,046 in December 2012) and is held at cost. As of September 30, 2013, the market value of these properties was R$295,538 (R$295,538 in December 2012). Market values are measured at the end of each reporting period.

 

 

 

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Notes to the financial statements 

Version: 1

 

11.       INTANGIBLE ASSETS

 

(a)        Equity balances

 

 

September 30, 2013

 

December 31, 2012

(Restated)

 

 

 

 

Accumulated

 

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangible arising from:

 

 

 

 

 

 

 

 

 

 

 

Agreements – equity value

8,171,508

 

(1,390,640)

 

6,780,868

 

8,408,007

 

(1,511,813)

 

6,896,194

Concession contracts – economic value

1,718,389

 

(404,432)

 

1,313,957

 

1,402,854

 

(292,918)

 

1,109,936

Program contracts

6,258,848

 

(1,728,979)

 

4,529,869

 

5,288,541

 

(1,469,369)

 

3,819,172

Program contracts – commitments

698,518

 

(73,904)

 

624,614

 

627,989

 

(56,898)

 

571,091

Services agreement – São Paulo

11,232,961

 

(1,327,622)

 

9,905,339

 

10,604,942

 

(1,036,455)

 

9,568,487

Software licenses

132,459

 

(11,439)

 

121,020

 

55,615

 

(52,969)

 

2,646

Total

28,212,683

 

(4,937,016)

 

23,275,667

 

26,387,948

 

(4,420,422)

 

21,967,526

                       

 

 

(b)        Changes

 

 

 

December 31, 2012

(Restated)

Additions

Contract renewal

Transfer

Write-offs and disposals

Amortization

September 30, 2013

Intangibles arising from:

 

 

 

 

 

 

 

Concession agreement – equity value

6,896,194

208,998

(293,699)

1,046

(3,032)

(28,639)

6,780,868

Concession agreements – economic value

1,109,936

315,972

-

67

(86)

(111,932)

1,313,957

Program contracts

3,819,172

536,343

293,699

4,485

(1,126)

(122,704)

4,529,869

Program contracts – commitments

571,091

70,528

-

-

-

(17,005)

624,614

Services agreement – São Paulo

9,568,487

631,709

-

41

(3,253)

(291,645)

9,905,339

Software licenses

2,646

129,857

-

-

-

(11,483)

121,020

Total

21,967,526

1,893,407

-

5,639

(7,497)

(583,408)

23,275,667

 

During 2013, the Company renewed the following program contracts:

 

Quarter

 

Municipalities

 

Contract Term

1Q13

 

Presidente Prudente and Embu-Guaçu

 

30 years

2Q13

 

Ibirá and Glicério

 

30 years

3Q13

 

Itatiba and Torrinhas

 

30 years

3Q13

 

Mogi das Cruzes (*)

 

40 years

 

(*) It includes sewage collection and treatment services in the neighborhood of Mogi das Cruzes boundary to the treated water supply services already provided.

 

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Notes to the financial statements 

Version: 1

 

 

(c)        Construction services

 

 

July to September 2013

 

 

Water supply

 

Sewage services

 

Total

 

Construction cost incurred

216,319

 

323,134

 

539,453

 

Recognition of construction revenue

220,923

 

330,439

 

551,362

 

 

 

 

January to September 2013

 

 

Water supply

 

Sewage services

 

Total

 

Construction cost incurred

696,315

 

972,329

 

1,668,644

 

Recognition of construction revenue

710,123

 

993,691

 

1,703,814

 

 

 

 

July to September 2012

(Restated)

 

 

Water supply

 

Sewage services

 

Total

 

Construction cost incurred

234,957

 

364,220

 

599,177

 

Recognition of construction revenue

239,681

 

372,552

 

612,233

 

 

 

 

January to September 2012

(Restated)

 

 

Water supply

 

Sewage services

 

Total

 

Construction cost incurred

715,716

 

988,334

 

1,704,050

 

Recognition of construction revenue

730,005

 

1,010,964

 

1,740,969

 

 

 

(d)        General information

 

During the period ended September  30, 2013 there were no significant changes in criteria used to record intangible assets and types of agreements. Further information is included in Note 11 (d) of the Financial Statements as at December 31, 2012.

 

The Company has obligations recorded in “Program Contracts – Commitments” under current liabilities (R$158,261 and R$148,220 on September  30, 2013 and December 31, 2012, respectively) and noncurrent liabilities (R$97,880 and R$87,407 on September  30, 2013 and December 31, 2012, respectively).

 

(e)        Software license

 

Software licenses are capitalized based on costs incurred to acquire software and make them ready for use. In the first quarter of 2013, the Company started implementing the corporate integrated management solution (ERP system).

 

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Notes to the financial statements 

Version: 1

 

 

On September  30, 2013 and December 31, 2012, the balances were R$121,020 and R$2,646, respectively.

 

(f)         Disposal of concession intangible underlying assets

 

The Company wrote off intangible underlying  assets items totaling R$2,595 and R$67 from July to September 2013 and 2012, respectively, and R$7,497 and R$1,822 from January to September 2013 and 2012, respectively, due to obsolescence, theft, misplacements, unproductive wells and projects considered economically unfeasible

 

(g)        Capitalization of interest and other financial charges

 

In the nine-month period of 2013, the Company capitalized interest and inflation adjustment, including related foreign currency exchange effects on concession intangible assets totaling R$163,975 with an average rate of 3.55%. On September 30, 2013, the Company capitalized the amount of R$225,270 with an average rate of 4.20% during the period assets were recorded as work in progress

 

(h)        Construction margin

 

The Company acts as a primary responsible to construct and install the infrastructure related to the concession, using own efforts or hiring outsourcing services, receiving the risks and benefits.  

 

As a consequence, the Company recognizes revenue from construction service corresponding to the cost of construction increased by margin. Generally, the constructions related to the concessions are performed by third parties, in such case, the Company’s implicit margin is lower, normally, to cover administration costs and the assumption of primary risk. On September 30, 2013 and 2012 the margin was 2.3%.

 

Construction margins for the periods between July and September 2013 and 2012 were  R$11,909 and R$13,056, respectively, and for the periods between January and September 2013 and 2012, R$35,170 and R$36,919, respectively.

 

(i)         Expropriations

 

As a result of the construction of priority projects related to water and sewage systems, the Company was required to expropriate or establish rights of way in third-parties' properties, and the owners of these properties will be compensated either amicably or through courts.

 

The assets received as a result of expropriations are recorded as concession intangible assets after the transaction is completed. In the third trimester of 2013, the total amount related to expropriations was R$22,630 and R$43,401 (R$3,089 from July to September 2012 and R$11,179 from January to September 2012) in the period between January to September 2013.

 

(j)         Assets pledged as collateral

 

On September 30, 2013 and December 31, 2012, the Company had underlying physical assets totaling R$249,034 pledged as collateral to the request for the PAES (tax installment payment program) (Note 14). The debt related to PAES was paid-off in 120 months, the last installment was paid on June 28, 2013.

 

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Notes to the financial statements 

Version: 1

 

 

(k)        Public-Private Partnership - PPP

 

Alto Tietê Production System

 

The Company and CAB-Sistema Produtor Alto Tietê S.A., special purpose entity, composed of Galvão Engenharia S.A. and Companhia Águas do Brasil – Cab Ambiental, signed in June 2008 the contract of public-private-partnership of Alto Tietê production system.

 

The contract last 15 years, which aims at expanding the capacity of treated water of Taiaçupeba from 10,000 to 15,000 of liters per second, whose operation began in October 2011.

 

On September 30, 2013 and December 31, 2012, the carrying amount recognized as intangible asset related to PPP was R$404,548 and R$426,791, respectively.

 

São Lourenço Production System

 

SABESP and Sistema Produtor São Lourenço S/A, a special purpose entity composed of Construções e Comércio Camargo Corrêa S/A and Construtora Andrade Gutierrez S/A, signed in August 2013 public-private partnership agreements of São Lourenço production system.

 

The services agreement duration is 25 years, which aims at providing services to operate the dehydration system, drying and final disposal of sludge, maintenance and works of the São Lourenço Production System project, in the estimated amount of R$6.0 billion, with works scheduled to begin in April  2014 (see Note 25).

 

(l)         Works in progress

 

The amount of R$6.1 billion is recorded as intangible assets from works in progress on September 30, 2013 (R$5.1 billion on December 31, 2012). 

 

(m)       Amortization of intangible assets

 

The amortization average rate was 3.9% on September 30, 2013 (4.0% in September 2012).

 

 

Page 47 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

12.        PROPERTY, PLANT AND EQUIPMENT

 

(a)        Equity balances

 

 

 

September 30, 2013

 

December 31, 2012

(Restated)

 

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

 

Cost

 

depreciation

 

Net

 

Cost

 

depreciation

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

88,328

 

-

 

88,328

 

88,328

 

-

 

88,328

 

Buildings

54,116

 

(29,902)

 

24,214

 

56,339

 

(30,778)

 

25,561

 

Equipment

188,141

 

(128,022)

 

60,119

 

191,202

 

(121,569)

 

69,633

 

Transportation equipment

11,362

 

(5,901)

 

5,461

 

13,882

 

(7,267)

 

6,615

 

Furniture and fixtures

16,612

 

(10,290)

 

6,322

 

16,203

 

(10,016)

 

6,187

 

Other

1,344

 

(628)

 

716

 

1,109

 

(723)

 

386

 

 

359,903

 

(174,743)

 

185,160

 

367,063

 

(170,353)

 

196,710

 

 

 

(b)        Changes

 

 

December

31, 2012

(Restated)

 

 

 

 

 

 

 

 

 

September 30, 

2013

 

 

Additions

 

Transfer

 

Write-offs and

disposals

 

Depreciation

 

Land

88,328

 

-

 

-

 

-

 

-

 

88,328

Buildings

25,561

 

-

 

(189)

 

(216)

 

(942)

 

24,214

Equipment

69,633

 

8,893

 

(3,273)

 

(301)

 

(14,833)

 

60,119

Transportation equipment

6,615

 

1,473

 

(2,055)

 

-

 

(572)

 

5,461

Furniture and fixtures

6,187

 

760

 

(33)

 

(53)

 

(539)

 

6,322

Other

386

 

434

 

(89)

 

-

 

(15)

 

716

 

196,710

 

11,560

 

(5,639)

 

(570)

 

(16,901)

 

185,160

 

(c)        Depreciation

 

The Company annually revises the depreciation rates of: buildings - 2%; equipment - 10.2%; transportation equipment - 10% and furniture and fixture - 6.7%. Land is not depreciated.

 

The depreciation average rates on September 30, 2013 and 2012 were 10.9% and 9.2%, respectively.

 

Page 48 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

13.       LOANS AND BORROWINGS

 

 

Outstanding balance of loans and financing

 

 

 

September 30, 2013

December 31, 2012

(Restated)

Financial institutions

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

DOMESTIC CURRENCY

 

 

 

 

 

 

Banco do Brasil

198,566

-

198,566

380,631

100,306

480,937

10th issue debentures

36,459

238,207

274,666

36,459

252,166

288,625

11th issue debentures

-

-

-

472,500

535,949

1,008,449

12th issue debentures

-

499,442

499,442

-

499,511

499,511

14th issue debentures

14,055

274,332

288,387

-

284,649

284,649

15th issue debentures

-

812,237

812,237

-

791,451

791,451

16th issue debentures

-

499,386

499,386

-

499,457

499,457

17th issue debentures

-

1,018,198

1,018,198

-

-

-

Brazilian Federal Savings Bank

94,044

950,649

1,044,693

116,867

918,756

1,035,623

Brazilian Development Bank - BNDES

-

-

-

4,154

-

4,154

Brazilian Development Bank - BNDES BAIXADA SANTISTA

16,309

85,624

101,933

16,309

97,855

114,164

Brazilian Development Bank - BNDES PAC

8,447

82,909

91,356

8,447

80,244

88,691

Brazilian Development Bank - BNDES PAC II 9751

632

7,168

7,800

-

6,500

6,500

Brazilian Development Bank - BNDES PAC II 9752

-

18,000

18,000

-

13,000

13,000

Brazilian Development Bank - BNDES ONDA LIMPA

19,230

201,623

220,853

19,230

216,026

235,256

Leasing

-

364,847

364,847

-

215,774

215,774

Others

483

2,555

3,038

763

2,923

3,686

Interest rates and charges

91,496

-

91,496

89,567

-

89,567

TOTAL IN DOMESTIC CURRENCY

479,721

5,055,177

5,534,898

1,144,927

4,514,567

5,659,494

Page 49 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

 

 

 

September 30, 2013

December 31, 2012

(Restated)

Financial institutions

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

FOREIGN CURRENCY

 

 

 

 

 

 

Inter-American Development Bank – IDB US$457,201 thousand

85,082

927,985

1,013,067

77,967

770,494

848,461

International Bank for Reconstruction and Development -IBRD – US$35,658 thousand

-

79,127

79,127

-

54,492

54,492

Eurobonds – US$140,000 thousand

-

311,849

311,849

-

285,655

285,655

Eurobonds – US$350,000 thousand

-

774,018

774,018

-

708,076

708,076

JICA 15– ¥18,438,880 thousand

26,136

392,058

418,194

27,335

437,371

464,706

JICA 18 – ¥16,578,560 thousand

23,500

352,168

375,668

24,578

392,894

417,472

JICA 17 – ¥414,402 thousand

-

9,105

9,105

-

7,524

7,524

JICA 19 – ¥6,036,325 thousand

-

136,114

136,114

-

1

1

IDB 1983AB – US$178,173 thousand

53,391

341,611

395,002

48,926

361,587

410,513

Interest rates and charges

38,141

-

38,141

18,861

-

18,861

TOTAL IN FOREIGN CURRENCY

226,250

3,324,035

3,550,285

197,667

3,018,094

3,215,761

 

 

 

 

 

 

 

TOTAL LOANS AND FINANCING

705,971

8,379,212

9,085,183

1,342,594

7,532,661

8,875,255

 

Quotes on September 30, 2013 - US$1.00 = R$2.2300;  ¥1.00 = R$0.022680 (US$1.00 = R$2.0435;  ¥1.00 = R$0.023720 on December 31, 2012).

 

On September 30, 2013, the Company did not record balances of loans and financing raised in 2013 to mature within 12 months.

 

 

Page 50 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the financial statements 

Version: 1

 

 

GUARANTEES

FINAL MATURITY

ANNUAL INTEREST RATES

ADJUSTMENT FOR INFLATION

DOMESTIC CURRENCY

 

 

 

 

Banco do Brasil

SÃO PAULO STATE GOVERNMENT AND OWN FUNDS

2014

8.50%

TR

10th issue debentures

OWN FUNDS

2020

TJLP +1.92% (series 1 and 3) and 9.53% (series 2)

IPCA (series 2 )

12th issue debentures

OWN FUNDS

2025

 

14th issue debentures

OWN FUNDS

2022

TJLP +1.92% (series 1 and 3) and 9.19% (series 2)

IPCA (series 2)

15th issue debentures

OWN FUNDS

2019

CDI + 0.99% (series 1) and 6.2% (series 2)

IPCA (series 2)

16th issue debentures

OWN FUNDS

2015

CDI + 0.30% to 0.70%

 

17th issue debentures

OWN FUNDS

2023

CDI + 0.75% (series 1), 4.5% (series 2), 4.75% (series 3)

IPCA

Brazilian Federal Savings Bank

OWN FUNDS

2013/32

6.8% (weighted)

TR

Brazilian Development Bank - BNDES BAIXADA SANTISTA

OWN FUNDS

2019

2.5% + TJLP

 

Brazilian Development Bank - BNDES PAC

OWN FUNDS

2023

2.15% + TJLP

 

Brazilian Development Bank- BNDES PAC II 9751

OWN FUNDS

2027

1.72%+TJLP

 

Brazilian Development Bank - BNDES PAC II 9752

OWN FUNDS

2027

1.72%+TJLP

 

Brazilian Development Bank - BNDES ONDA LIMPA

OWN FUNDS

2025

1.92% + TJLP

 

Others

OWN FUNDS

2018/2025

TJLP + 6% / 12%

TR

FOREIGN CURRENCY

 

 

 

 

Inter-American Development Bank – IDB US$457,201 thousand

FEDERAL GOVERNMENT

2016/2017/

2025/2035

1.17% to 3.00%

(i)  

US$

International Bank for Reconstruction and Development -IBRD – US$35,658 thousand

FEDERAL GOVERNMENT

2034

0.45%

US$

Eurobonds – US$140,000 thousand

2016

7.50%

US$

Eurobonds – US$350,000 thousand

2020

6.25%

US$

JICA 15– ¥18,438,880 thousand

FEDERAL GOVERNMENT

2029

1.8% and 2.5%

Yen

JICA 18 – ¥16,578,560 thousand

FEDERAL GOVERNMENT

2029

1.8% and 2.5%

Yen

JICA 17 – ¥414,402 thousand

FEDERAL GOVERNMENT

2035

1.2% and 0.01%

Yen

JICA 19 – ¥6,036,325 thousand

FEDERAL GOVERNMENT

2037

1.7% and 0.01%

Yen

IDB 1983AB – US$178,173 thousand

2023

2.4% to 2.9%

US$

         

 

Page 51 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

 

Below, the Company reported the main changes in loans and financing in the period ended September 30, 2013. Other information on loans and financing is presented in Note 13 to the Annual Financial Statements as at December 31, 2012.

 

(i)         17th issue of Debentures

 

On January 15, 2013, the Company conducted the 17th issue of non-convertible, registered, book-entry unsecured debentures in three series, with the following characteristics:

 

Date of Issue: January 15, 2013.

Total Amount: R$1,000,000, number 100,000 debentures, in three series, unit value R$10.

 

 

 

Amount

 

Adjustment

 

Interest rate

 

Interest payment

 

Amortization

 

Maturity

 

 

 

 

 

 

 

 

 

 

 

 

1st Series

424,680

 

-

 

DI+ 0.75% p.a.

 

Half-year

(January and July)

 

Annual

(as of January 2016)

 

January /2018

2nd Series

395,230

 

IPCA

 

4.50% p.a.

 

Annual

(January)

 

Annual

(as of January 2019)

 

January /2020

3rd Series

180,090

 

IPCA

 

4.75% p.a.

 

Annual

(January)

 

Annual

(as of January 2021)

 

January /2023

Total

1,000,000

 

 

 

 

 

 

 

 

 

 

 

Early redemption: none

 

The proceeds resulting from the funding raised by the 17th Issue of Debentures will be exclusively allocated as follows: R$500,000 for settlement of financial commitments maturing in 2013, and up to R$500,000 for early redemption of other Company debts.

 

(ii)        Redemption of the 11th issue of Debentures

 

In March 2013, the Company redeemed the total amount of the 11th Issue of Debentures, totaling R$1,060,428.

 

(iii)        Japan International Cooperation Agency - JICA

 

In February 2012, the Company signed a loan agreement for the second phase of the Water Loss Reduction Corporate Program (Programa Corporativo de Redução de Perdas de Água), JICA BZ P-19, totaling thirty-three billion, five hundred, eighty-four million Japanese Yen (JPY33,584,000,000), corresponding to R$709,294 on the agreement’s signature date. This contract’s main disbursement took place in March 2013 and, on September 30, 2013 its balance was R$136,114.

 

 

 

 

 

Page 52 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

(iv)       Payment schedule of loans and financing

 

 

2013  

2014  

2015  

2016  

2017  

2018  

2019 onwards  

TOTAL

BRAZIL

 

 

 

 

 

 

 

 

Banco do Brasil

98,231

100,335

-

-

-

-

-

198,566

Brazilian Federal Savings Bank

29,150

81,500

60,620

60,302

63,180

66,750

683,191

1,044,693

Debentures

18,889

79,767

712,668

353,427

355,505

525,539

1,346,521

3,392,316

BNDES Baixada Santista

4,077

16,309

16,309

16,309

16,309

16,309

16,311

101,933

BNDES PAC

2,342

9,370

9,370

9,370

9,370

9,370

42,164

91,356

BNDES PAC II 9751

-

812

1,165

1,192

1,192

1,192

2,247

7,800

BNDES PAC II 9752

-

-

1,125

1,500

1,500

1,500

12,375

18,000

BNDES Onda Limpa

4,808

19,230

19,230

19,230

19,230

19,230

119,895

220,853

Leasing

-

-

-

-

-

-

364,847

364,847

Others

115

497

560

631

711

524

-

3,038

Interest rates and charges

34,004

57,492

-

-

-

-

-

91,496

Domestic currency

191,616

365,312

821,047

461,961

466,997

640,414

2,587,551

5,534,898

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

IDB

31,081

85,082

85,082

85,082

103,676

47,709

575,355

1,013,067

IBRD

-

-

-

-

-

-

79,127

79,127

Eurobonds

-

-

-

311,849

-

-

774,018

1,085,867

JICA

-

49,637

49,637

49,637

49,891

50,145

690,134

939,081

IDB 1983AB

-

53,391

53,391

53,391

53,391

53,010

128,428

395,002

Interest rates and charges

33,724

4,417

-

-

-

-

-

38,141

Foreign currency

64,805

192,527

188,110

499,959

206,958

150,864

2,247,062

3,550,285

Overall total

256,421

557,839

1,009,157

961,920

673,955

791,278

4,834,613

9,085,183

 

 

(v)        Financial Commitments – “Covenants”

 

Some loans and financing contracts have clauses related to the compliance with certain financial ratios with quarterly or annual substantiations.

 

17th Issue of Debentures

 

Ratios are calculated quarterly, upon disclosure of interim or annual financial statements:

 

Adjusted Total Debt/Ebitda: lower than or equal to 3.65; and

Ebitda/Financial Expenses Paid: equal to or higher than 1.5.

 

The Issuer’s failure to comply with ratios shall trigger the early maturity of the agreement

 

The agreement has a cross-default clause, i.e., the early maturity of any debt which sets forth that in the event of agreement default which may hamper the Issuer to meet its debts relating to the issue, the early maturity of any of the Issuer’s debts shall apply, in the individual or total amount equal to or higher than ninety million reais (R$90,000).

 

Page 53 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

Other covenants are similar to those reported in Note 13 to the Annual Financial Statements as at December 31, 2012.

 

On September 30, 2013, the Company had met all the requirements set forth by its loan and financing agreements

 

(vi)       Loans and financing contracted but not yet used

 

In order to implement its investment plan, SABESP has a financing plan.

 

Funds from financing have specific purposes, which are released for their related investments

 

Agent

 

September 30, 2013

 

 

(in millions of reais (*))

Brazilian Federal Savings Bank

 

1,065

Japan International Cooperation Agency – JICA

 

756

Inter-American Development Bank – IDB

 

867

Brazilian Development bank – BNDES

 

1,883

International Bank for Reconstruction and Development - IBRD

 

143

Other

 

51

TOTAL

 

4,765

 

(*)Based on closing quote of September 30, 2013. (US$1.00 = R$2.2300; ¥1.00 = R$0.02268).

 

 

14.       TAXES AND CONTRIBUTIONS

 

a)         Current assets

 

 

September 30, 2013

 

December 31, 2012

(Restated)

Recoverable taxes

 

 

 

Income tax and social contribution

-

 

100,225

IRRF (withholding income tax) on financial investments

5,950

 

14,302

Other federal taxes

9,094

 

3,238

Other municipal taxes

656

 

656

Total taxes recoverable

15,700

 

118,421

 

The decrease in “Recoverable taxes” is mainly due to the fact that the 2012 income tax and social contribution balance was used to settle the amounts of these taxes calculated in 2013.

 

 

Page 54 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

b)         Liabilities

 

 

Current

 

September 30, 2013

 

December 31, 2012

(Restated)

Income tax and social contribution

137,749

 

-

Cofins and Pasep

40,985

 

46,576

Paes (Special Installment Payment)

-

 

19,011

INSS (Social Security contribution)

29,791

 

29,401

IRRF (withholding income tax)

1,479

 

41,588

Other

21,163

 

16,134

Total

231,167

 

152,710

 

The increase in taxes payable of current liabilities arises mainly from the calculation of income tax and social contribution payable in September 2013, partially reduced by the payment of withholding income tax (IRRF) of interest on equity declared in December 2012 and payment of Paes in the period.

 

The Company requested for Special Installment Payment (PAES) on July 15, 2003, in accordance with Law 10,684 of May 30, 2003, and included in such request the debts related to COFINS and PASEP involved in a legal proceeding against the application of Law 9,718/98, and consolidated the remaining balance under the Tax Recovery Program (REFIS). The original amount included in PAES was R$316,953, as follows:

 

 

Tax

 

Principal

 

Fine

 

Interest

 

Total

 

 

 

 

 

 

 

 

Cofins

 

132,499

 

13,250

 

50,994

 

196,743

Pasep

 

5,001

 

509

 

2,061

 

7,571

Refis

 

112,639

 

-

 

-

 

112,639

Total

 

250,139

 

13,759

 

53,055

 

316,953

 

 

The loan related to Paes was paid-off in 120 months, the last installment was paid on June 28, 2013. The amounts paid from January to June 2013 and in 2012 were R$19,164 and R$37,421, respectively, and financial expenses of R$153 and R$1,147 in the nine-month period ended September 30, 2013 and 2012, respectively, were recorded. There is no outstanding balance on September 30, 2013. There are no restrictions in the assets pledged as collateral in previous REFIS Program, totaling R$249,034, which are still collateralizing the amounts in the PAES program, pursuant to Law 9,532 of December 10, 1997, since tax assets included in said program were extinguished with the payment of the final installment.

 

 

Page 55 of 78


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

 

15.       DEFERRED TAXES AND CONTRIBUTIONS

 

a)         Equity balances

 

 

September 30, 2013

 

December 31, 2012

(Restated)

 

Deferred income tax assets (i)

 

 

 

 

Provisions

500,517

 

512,107

 

Pension plan liabilities – G0 (1)

85,271

 

85,271

 

Pension plan liabilities – G1

210,392

 

193,125

 

Actuarial gain/loss –Plan G1 ( Note 2.1)

9,405

 

9,405

 

Donations of underlying assets on concession agreements

43,884

 

41,312

 

Allowance for loan losses

170,351

 

162,670

 

Others

86,823

 

97,425

 

Total deferred tax assets

1,106,643

 

1,101,315

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

Temporary difference on concession of intangible assets

(606,755)

 

(650,093)

 

Capitalization of borrowing costs

(194,395)

 

(158,298)

 

Profit on supply to government entities

(81,670)

 

(77,827)

 

Others

(82,198)

 

(69,795)

 

Total deferred tax liabilities

(965,018)

 

(956,013)

 

 

 

 

 

 

Deferred tax assets, net

141,625

 

145,302

 

 

(1)    It refers to the installment of R$250,798 from accounts receivable adjustment (GESP), which was accrued as loss in previous years

 

 

b)         Changes

 

Deferred tax assets

December 31, 2012

(Restated)

 

Recorded in the statement of income

 

 

September 30, 2013

Provisions

512,107

 

(11,590)

 

500,517

Pension plan liabilities – G0

85,271

 

-

 

85,271

Pension plan liabilities - G1

193,125

 

17,267

 

210,392

Actuarial gain/loss – G1

9,405

 

-

 

9,405

Donations of underlying assets on concession agreements

41,312

 

2,572

 

43,884

Allowance for loan losses

162,670

 

7,681

 

170,351

Others

97,425

 

(10,602)

 

86,823

Total

1,101,315

 

5,328

 

1,106,643

 

 

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

Deferred tax liabilities

December 31, 2012

(Restated)

 

Recorded in the statement of income

 

 

September 30, 2013

Temporary difference on concession of intangible assets

(650,093)

 

43,338

 

(606,755)

Capitalization of borrowing costs

(158,298)

 

(36,097)

 

(194,395)

Profit on supply to government entities

(77,827)

 

(3,843)

 

(81,670)

Others

(69,795)

 

(12,403)

 

(82,198)

Total

(956,013)

 

(9,005)

 

(965,018)

 

 

 

 

 

 

Net deferred tax asset

145,302

 

(3,677)

 

141,625

 

 

 

 

 

 

 

 

Deferred tax assets

December 31, 2011

(Restated)

 

Recorded in the statement of income

 

September 30, 2012

(Restated)

Provisions

575,473

 

(18,522)

 

556,951

Pension plan liabilities – G0

85,271

 

-

 

85,271

Pension plan liabilities - G1

180,018

 

9,511

 

189,529

Actuarial gain/loss – G1

35,323

 

-

 

35,323

Donations of underlying assets on concession agreements

38,213

 

(2,188)

 

36,025

Allowance for loan losses

135,223

 

19,561

 

154,784

Others

77,175

 

23,404

 

100,579

Total

1,126,696

 

31,766

 

1,158,462

 

 

Deferred tax liabilities

December 31, 2011

(Restated)

 

Recorded in the statement of income

 

September 30, 2012

(Restated)

Temporary difference on concession of intangible assets

(692,210)

 

31,521

 

(660,689)

Capitalization of borrowing costs

(101,507)

 

(28,567)

 

(130,074)

Profit on supply to government entities

(76,773)

 

(2,520)

 

(79,293)

Others

(42,957)

 

(22,717)

 

(65,674)

Total

(913,447)

 

(22,283)

 

(935,730)

 

 

 

 

 

 

Net deferred tax asset

213,249

 

9,483

 

222,732

 

 

 

 

 

 

 

 

 

 

 

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Notes to the Financial Statements

Version: 1

 

 

c)         Reconciliation of the effective tax rate

 

The amounts recorded as income tax and social contribution expenses in the financial statements are reconciled to the statutory rates, as shown below:

 

 

July to September /2013 

 

January to September /2013 

 

July to September /2012 

(Restated)

 

January to September /2012 

(Restated)

 

 

 

 

 

 

 

 

Profit before income taxes

725,347

 

1,996,706

 

552,946

 

1,616,586

Statutory rate

34%

 

34%

 

34%

 

34%

Expected expense at statutory rate

(246,618)

 

(678,880)

 

(188,002)

 

(549,639)

Permanent differences

 

 

 

 

 

 

 

Provision of Law 4,819/58 (i)

(8,899)

 

(27,162)

 

(8,648)

 

(26,175)

Donations

(1,578)

 

(6,455)

 

(3,104)

 

(8,130)

Interest on equity

-

 

27,268

 

-

 

97,969

Other differences

6,712

 

21,357

 

8,572

 

15,877

Income tax and social contribution

(250,383)

 

(663,872)

 

(191,182)

 

(470,098)

 

 

 

 

 

 

 

 

Current income tax and social contribution

(256,336)

 

(660,195)

 

(240,126)

 

(479,581)

Deferred income tax and social contribution

5,953

 

(3,677)

 

48,944

 

9,483

Effective rate

35%

 

33%

 

35%

 

29%

 

 

 

 

 

 

 

 

(i)            Permanent difference related to the provision for actuarial liability

 

Transition Tax Regime (RTT)

 

For the purposes of calculating the income tax and the social contribution on net income for 2009 and 2008, the Company opted to adopt the Transition Tax Regime (RTT), which allow it to eliminate the accounting effects of the Law 11,638/07 and the Provisional Measure 449/08, converted into Law 11,941/2009, through the taxable income journal (LALUR) and auxiliary controls, without any change in the bookkeeping.

 

The Company has been adopted the same tax practices since 2008, as the RTT became mandatory and shall be effective until the enactment of Law that rules the tax effects of the new accounting methods, seeking the tax neutrality.

 

16.       PROVISIONS

 

(a)        Lawsuits deemed as probable loss

 

(i)         Balances

 

The Company is party to a number of lawsuits arising from the normal course of business, relating to civil, tax, labor and environmental matters. Management recognized provisions at amounts deemed sufficient to cover probable losses. These provisions, net of escrow deposits, are as follows:

 

 

 

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Notes to the Financial Statements

Version: 1

 

 

 

Provisions

 

Escrow deposits

 

September 30, 2013

 

Provisions

 

Escrow deposits

 

December 31, 2012

(Restated)

Customer claims (i)

630,694

 

(104,635)

 

526,059

 

652,663

 

(131,408)

 

521,255

Supplier claims (ii)

304,931

 

(181,664)

 

123,267

 

290,593

 

(175,437)

 

115,156

Other civil claims (iii)

139,104

 

(11,797)

 

127,307

 

169,513

 

(4,978)

 

164,535

Tax claims (iv)

66,357

 

(1,929)

 

64,428

 

71,141

 

(3,056)

 

68,085

Labor claims (v)

150,217

 

(1,591)

 

148,626

 

173,227

 

(1,529)

 

171,698

Environmental claims (vi)

180,805

 

-

 

180,805

 

149,061

 

(636)

 

148,425

 

 

 

 

 

 

 

 

 

 

 

 

Total

1,472,108

 

(301,616)

 

1,170,492

 

1,506,198

 

(317,044)

 

1,189,154

 

 

 

 

 

 

 

 

 

 

 

 

Current

610,864

 

-

 

610,864

 

565,083

 

-

 

565,083

Noncurrent

861,244

 

(301,616)

 

559,628

 

941,115

 

(317,044)

 

624,071

 

 

(ii)        Changes

 

 

December 31, 2012

(Restated)

Additional provisions

Interest and inflation adjustment

Amounts used in provision

Unused amounts

(reversal)

September 30, 2013

Customer claims (i)

652,663

87,195

84,323

(86,518)

(106,969)

630,694

Supplier claims (ii)

290,593

6,564

17,598

(2,968)

(6,856)

304,931

Other civil claims (iii)

169,513

25,931

20,810

(7,586)

(69,564)

139,104

Tax claims (iv)

71,141

2,277

6,142

(6,310)

(6,893)

66,357

Labor claims (v)

173,227

54,007

15,932

(67,734)

(25,215)

150,217

Environmental claims (vi)

149,061

43,996

8,684

(660)

(20,276)

180,805

Subtotal

1,506,198

219,970

153,489

(171,776)

(235,773)

1,472,108

Escrow deposits

(317,044)

(25,649)

(12,980)

24,319

29,738

(301,616)

Total

1,189,154

194,321

140,509

(147,457)

(206,035)

1,170,492

 

(b)        Lawsuits deemed as possible loss

 

The Company is party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor matters, which are assessed by Management whose chances of loss are possible and are not recorded. Contingencies, classified as possible loss, represent approximately R$3,124,600 on September  30, 2013 (R$2,796,500 in December 2012).

 

(c)        Explanation on the nature of main classes of lawsuits

 

(i)         Customer claims

 

 Approximately 1,490 lawsuits were filed by commercial customers, which claim that their tariffs should correspond to other consumer categories, and 720 lawsuits which claim a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company. The Company was granted both favorable and unfavorable final decisions at several court levels and recognized provisions when the chances of losses are probable. The R$4,804 increase in the lawsuits classified as probable loss (net of escrow deposits) relates to the filling of new lawsuits and interest, fees and inflation adjustments on amounts involving lawsuits in progress, partially offset by payments made in the year and revisions of expectations caused by favorable decisions to the Company in 2013.

 

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Notes to the Financial Statements

Version: 1

 

 

(ii)        Supplier claims

 

Suppliers’ claims include lawsuits filed by some suppliers alleging underpayment of inflation adjustment, withholding of amounts related to the understated inflation rates deriving from the Brazilian Real economic plan, and the economic and financial imbalance of the agreements. These lawsuits are in progress at different courts and a provision is recognized when the chances of losses are probable. The R$8,111 increase in the lawsuits classified as probable loss (net of escrow deposits) mainly relates to interest rates, fees, and adjustments of amounts involving lawsuits in progress.

 

(iii)        Other civil claims

 

These refer mainly to indemnities for property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels, duly accrued when classified as probable losses. The R$37,228 decrease, for lawsuits with probable chances of loss (net of escrow deposits), was mainly due to the dismissal of several lawsuits and expectation reviews caused by favorable decisions to the Company, during 2013.

 

(iv)       Tax claims

 

Tax contingencies refers mainly to issues related to tax collections challenged due to differences in the interpretation of legislation by the Company's Management, accrued when classified as probable loss. The R$3,657 decrease, for lawsuits with probable chances of loss (net of escrow deposits), was mainly due to favorable decisions to the Company.

 

(v)        Labor claims

 

The Company is a party to several labor lawsuits, involving issues such as overtime, shift schedule, health hazard premium and hazardous duty premium, prior notice, job deviation, salary parity, and others. Part of the amount involved is in provisional or final execution at various court levels, and thus is classified as probable loss and accordingly, accrued. The R$23,072 decrease in lawsuits with probable chances of loss (net of escrow deposits) mainly refers to payments made in the year, partially offset by the addition in the estimates and adjustments of amounts involving lawsuits in progress.

 

(vi)       Environmental claims

 

Environmental claims refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental – Cetesb, Public Prosecution Office of the State of São Paulo and others, that aim affirmative and negative covenants and penalty is estimated due to failure to comply, besides the imposition of indemnity due to environmental damages allegedly caused by the Company. The amounts accrued represent the best estimate of the Company at this moment, however, may differ from the amount to be disbursed as indemnity to alleged damages, in view of the current stage of referred proceedings. The R$32,380 increase in the lawsuits with probable chances of loss (net of escrow deposits) mainly refers to the addition in the estimates of lawsuits and agreements in progress.

 

Other information is presented in Note 16 to the Annual Financial Statements as at December 31, 2012.

 

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Notes to the Financial Statements

Version: 1

 

 

17.       EMPLOYEE BENEFITS

 

(a)        Health benefit plan

 

The health benefit plan is managed by Fundação Sabesp de Seguridade Social - SABESPREV and consists of optional, free choice, health plan sponsored by contributions of SABESP and the active participants, as follows:

 

.           Company: 7.7% on average gross payroll;

 

.           Participating employees: 3.21% of base salary and bonus, equivalent to 2.3% average payroll.

 

(b)        Pension plan benefits

 

Amounts recorded in the statement of financial position

 

 

 

Funded plan – G1

 

 

 

Pension plan liabilities on December 31, 2012

 

577,169

 

Effect from the adoption of CPC 33(R1)

 

27,663

 

Adjusted pension plan liabilities on December 31, 2012

 

604,832

 

Expenses recognized in 2013

 

64,657

 

Payments made in 2013

 

(13,873)

 

Pension plan liabilities on September 30, 2013 (i)

 

655,616

 

 

 

 

 

Unfunded plan – G0

 

 

 

Pension plan liabilities on December 31, 2012

 

1,547,161

 

Effect from the adoption of CPC 33(R1)

 

440,557

 

Adjusted pension plan liabilities on December 31, 2012

 

1,987,718

 

Expenses recognized in 2013

 

132,575

 

Payments made in 2013

 

(95,609)

 

Pension plan liabilities on September 30, 2013 (iii)

 

2,024,684

 

 

 

 

 

Total

 

2,680,300

 

 

(i)         Plan G1

 

The Company sponsors a defined benefit pension plan for its employees ("Plan G1"), which is managed by Fundação SABESP de Seguridade Social – SABESPREV, the defined benefit plan is sponsored by similar contributions established in a plan of subsidy of actuarial study of SABESPREV, as follows:

 

·         0.53% of the amount of the salary of participation up to 20 salaries; and

·         4.5% of the surplus, if any, of the amount of the salary of participation over 20 salaries.

 

On September  30, 2013, SABESP had a net actuarial liability of R$655,616 (R$604,832 on December 31, 2012) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners and the fair value of the related assets.

 

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Notes to the Financial Statements

Version: 1

 

(ii)        Private pension plan benefits – Defined contribution

 

On September  30, 2013, Sabesprev Mais plan, based on defined contribution, had 5,078 (active and assisted participants (4,569 in December 2012).  

 

With respect to the Sabesprev Mais Plan, the sponsor’s contributions represent 100% over the total basic contribution from participant.

 

On September  30, 2013, the commitment to all participants who migrated up to Sabesprev Mais Plan amounted to R$11,706 (R$12,441 in December 2012) referred to active participants.

 

(iii)        Plan G0

 

Pursuant to Law 4,819/58, employees who provided services prior to May 1974 and were retired as an employee of the Company acquired a legal right to receive supplementary pension payments, which rights are referred as "Plan G0". The Company pays these supplementary benefits on behalf of the State Government and makes claims for reimbursements from the State Government, which are recorded as accounts receivable from shareholder, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of September  30, 2013, the Company recorded a defined benefit obligation for Plan G0 of R$2,024,684 (R$1,987,718 in December 2012).

 

(c)        Profit sharing

 

The Company recorded as reference to the 2013 Profit Sharing Program the amount corresponding to one month salary for each employee, depending on the establishment of goals. In the third quarter of 2013, the amount of R$17,569 was accrued (R$15,017 in the third quarter of 2012). From January to September  2013 and 2012, R$51,622 and R$45,050, respectively were accrued.

 

18.       EQUITY

 

a)         Authorized capital

 

The Company is authorized to increase capital by up to R$10,000,000 (R$10,000,000 in December 2012), based on a Board of Directors' resolution, after submission to the Fiscal Council.

 

b)         Subscribed and paid-in capital

 

As at September  30, 2013, subscribed and paid-in capital was represented by 683,509,869 non-par, registered book entry common shares (227,836,623 shares in December 2012), held as follows:

 

There was an increase in the number of shares due to the share split on April 22, 2013.

 

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Notes to the Financial Statements

Version: 1

 

 

 

 

September 30, 2013

 

December 31, 2012 Restated

 

Number of shares

 

%

 

Number of shares

 

%

Treasury Department

343,524,258

 

50.26%

 

114,508,086

 

50.26%

Brazil Clearing and Depositary Corporation – CBLC

177,941,506

 

26.03%

 

56,036,950

 

24.59%

The Bank Of New York ADR Department (equivalent in shares) (*)

160,046,002

 

23.42%

 

56,663,486

 

24.87%

Other

1,998,103

 

0.29%

 

628,101

 

0.28%

 

 

 

 

 

 

 

 

 

683,509,869

 

100.0%

 

227,836,623

 

100.0%

(*)            Each ADR corresponds to 1 share.

 

The share split for the Company’s common shares was approved at the Extraordinary Shareholders’ Meeting held on April 22, 2013, now each common share represents three (3) common shares at the 1:3 ratio.

 

The distribution of dividends as interest on equity amounting to R$498,684 was approved at the  Shareholders’ Meeting held on April 22, 2013, less R$35,593 withholding income tax, totaling R$534,277. Payment was made in June 2013.

 

Other information on equity, such as payment to shareholders, dividends, objective and purpose of reserves, can be found in Note 19 to the Annual Financial Statements as at December 31, 2012.

 

19.       EARNINGS PER SHARE

 

(a)        Basic and diluted

 

Basic earnings per share are calculated by dividing the income attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the year. The Company does not have potential common shares outstanding or debts convertible into common shares. Accordingly, basic and diluted earnings per share are equal. According to CPC 41, earnings per share after the share split occurred on April 22, 2013 are calculated as follows:

 

 

January to September /2013

 

January to September /2012

(Restated)

 

 

 

 

 

 

Profit attributable to the Company’s shareholders

1,332,834

 

1,146,488

 

Weighted average number of common shares issued

683,509

 

683,509

 

 

 

 

 

 

Basic and diluted earnings per share (reais per share)

1.94999

 

1.67736

 

 

 

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Notes to the Financial Statements

Version: 1

 

20.       BUSINESS SEGMENT INFORMATION

 

 

The Company’s Management, composed of the Board of Directors and the Board of Executive Officers, defined the operating segments used to make strategic decisions, such as water supply and sewage services

 

 

 

 

July to September/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to the Financial Statements

 

Balance as per Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

1,321,891

 

1,071,379

 

551,362

 

2,944,632

 

 

 

 

 

 

 

 

 

 

 

Gross sale deductions

 

(95,151)

 

(77,122)

 

 

(172,273)

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services – from external customers

 

1,226,740

 

994,257

 

551,362

 

2,772,359

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(840,443)

 

(560,656)

 

(539,453)

 

(1,940,552)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net

 

386,297

 

433,601

 

11,909

 

831,807

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

11,739

 

 

 

 

 

 

 

 

 

 

 

Equity in the earning (losses) of joint ventures

 

 

 

 

 

 

 

1,737

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(119,936)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

725,347

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

108,510

 

99,875

 

-  

 

208,385

 

 

 

 

 

 

 

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Notes to the Financial Statements

Version: 1

 

 

 

 

January to September/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to the Financial Statements

 

Balance as per Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

3,880,693

 

3,138,853

 

1,703,814

 

8,723,360

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(281,771)

 

(227,908)

 

-  

 

(509,679)

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services – from external customers

 

3,598,922

 

2,910,945

 

1,703,814

 

8,213,681

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(2,602,039)

 

(1,669,966)

 

(1,668,644)

 

(5,940,649)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net

 

996,883

 

1,240,979

 

35,170

 

2,273,032

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

22,082

 

 

 

 

 

 

 

 

 

 

 

Equity in the earnings (losses) of joint ventures

 

 

 

 

 

 

 

1,476

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(299,884)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

1,996,706

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

318,533

 

281,776

 

-  

 

600,309

 

 

 

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Notes to the Financial Statements

Version: 1

 

 

 

 

 

July to September/2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to the Financial Statements

 

Balance as per Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

1,252,266

 

1,010,718

 

612,233

 

2,875,217

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(90,884)

 

(73,348)

 

-  

 

(164,232)

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services – from external customers

 

1,161,382

 

937,370

 

612,233

 

2,710,985

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(853,461)

 

(535,989)

 

(599,177)

 

(1,988,627)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net

 

307,921

 

401,381

 

13,056

 

722,358

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

(59,533)

 

 

 

 

 

 

 

 

 

 

 

Equity in the earnings (losses) of joint ventures

 

 

 

 

 

 

 

(586)

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(109,293)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

552,946

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

98,567

 

81,626

 

-  

 

180,193

 

 

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

 

 

January to September/2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to the Financial Statements

 

Balance as per Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

3,590,607

 

2,910,310

 

1,740,969

 

8,241,886

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(264,104)

 

(214,066)

 

-  

 

(478,170)

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services – from external customers

 

3,326,503

 

2,696,244

 

1,740,969

 

7,763,716

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(2,511,020)

 

(1,500,086)

 

(1,704,050)

 

(5,715,156)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net

 

815,483

 

1,196,158

 

36,919

 

2,048,560

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

(32,674)

 

 

 

 

 

 

 

 

 

 

 

Equity in the earnings (losses) of joint ventures

 

 

 

 

 

 

 

(3,643)

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(395,657)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

1,616,586

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

301,800

 

241,902

 

-  

 

543,702

 

 

Explanation on the reconciliation items for the Financial Statements: the impacts on gross revenues from sales and services and on costs are as follows

 

 

 

July to September

/2013

 

January to September /2013

 

July to September

/2012

(Restated)

 

January to September /2012

(Restated)

 

 

 

 

 

 

 

 

 

Gross revenue from construction recognized under ICPC 1 (a)

 

551,362

 

1,703,814

 

612,233

 

1,740,969

Construction costs recognized under ICPC 1 (a)

 

539,453

 

1,668,644

 

599,177

 

1,704,050

 

 

 

 

 

 

 

 

 

Construction margin

 

11,909

 

35,170

 

13,056

 

36,919

 

 

(a)        Revenue from concession construction contracts is recognized in accordance with CPC 17, Construction Contracts (IAS 11), using the percentage-of-completion method. See Notes 11 (c) and (h).

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

21.       REVENUE

 

(a)        Reconciliation between gross revenue and net revenue

 

 

July to September

/2013

 

January to September /2013

 

July to September

/2012

(Restated)

 

January to September /2012

(Restated)

Gross revenue from sales and/or services

2,393,270

 

7,019,546

 

2,262,984

 

6,500,917

Construction revenue

551,362

 

1,703,814

 

612,233

 

1,740,969

Sales tax

(172,273)

 

(509,679)

 

(164,232)

 

(478,170)

Net revenue

2,772,359

 

8,213,681

 

2,710,985

 

7,763,716

 

 

(b)        Gross revenue from sales of products and services

 

 

July to September

/2013

 

January to September /2013

 

July to September

/2012

(Restated)

 

January to September /2012

(Restated)

Metropolitan Region of São Paulo

1,770,410

 

5,160,205

 

1,658,420

 

4,844,058

Regional Systems (i)

622,860

 

1,859,341

 

604,564

 

1,656,859

Total (ii)

2,393,270

 

7,019,546

 

2,262,984

 

6,500,917

(i)         Including the municipalities operated in inland and at the coast of the State of São Paulo

 

(ii)        Gross operating revenue from sales and services increased by 5.8% in the third quarter of 2013 over the third quarter of 2012, mainly due to a 2.0% increase in the Company’s total billed volume, and a 5.15% tariff adjustment in 2012, which was effective as of September 2012 and the 2.35% tariff repositioning index applied over tariffs as of April 2013.

 

 

22.       OPERATING COSTS AND EXPENSES

 

Description

July to September/2013

January to

September /2013  

July to September /2012

(Restated)

January to September /2012

(Restated)

Cost of sales and services:

 

 

 

 

Salaries and payroll charges

342,010

1,004,619

298,298

893,601

Pension plan liabilities

14,981

44,699

8,801

26,665

Construction costs (Note 11( c))

539,453

1,668,644

599,177

1,704,050

General supplies

46,455

131,588

42,928

120,585

Treatment supplies

63,645

183,661

39,132

135,137

Outsourced services

200,280

569,305

177,444

511,370

Electricity

132,918

409,884

144,507

441,478

General expenses

105,103

327,750

107,407

297,616

Depreciation and amortization

197,351

570,857

174,654

526,055

 

1,642,196

4,911,007

1,592,348

4,656,557

 

Selling expenses:

 

 

 

 

Salaries and payroll charges

54,221

160,343

48,373

145,452

Pension plan liabilities

2,001

6,551

1,496

4,391

General supplies

1,506

5,468

2,183

6,105

Outsourced services

62,535

150,827

45,475

162,347

Electricity

118

425

147

474

General expenses

20,320

61,546

18,392

57,868

Depreciation and amortization

2,878

8,186

2,214

5,546

Allowance for doubtful accounts, net of recoveries (Note 7(c))

27,685

83,924

70,612

145,999

 

171,264

477,270

188,892

528,182

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

44,113

131,463

41,935

122,742

Pension plan liabilities

31,752

95,183

27,802

83,787

General supplies

815

5,381

968

3,077

Outsourced services

22,193

88,746

38,597

105,338

Electricity

101

629

203

863

General expenses

8,647

146,535

83,897

145,736

Depreciation and amortization

8,156

21,266

3,325

12,101

Tax expenses

11,315

63,169

10,660

56,773

 

127,092

552,372

207,387

530,417

Cost, selling and administrative expenses:

 

 

 

 

Salaries and payroll charges

440,344

1,296,425

388,606

1,161,795

Pension plan liabilities

48,734

146,433

38,099

114,843

Construction costs (Note 11 (c))

539,453

1,668,644

599,177

1,704,050

General supplies

48,776

142,437

46,079

129,767

Treatment supplies

63,645

183,661

39,132

135,137

Outsourced services

285,008

808,878

261,516

779,055

Electricity

133,137

410,938

144,857

442,815

General expenses

134,070

535,831

209,696

501,220

Depreciation and amortization

208,385

600,309

180,193

543,702

Tax expenses

11,315

63,169

10,660

56,773

Allowance for doubtful accounts, net of recoveries (Note 7(c))

27,685

83,924

70,612

145,999

 

1,940,552

5,940,649

1,988,627

5,715,156

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

 

23.       FINANCIAL EXPENSES AND INCOME

 

 

Description

July to September/2013

 

January to September/2013

 

July to September /2012

(Restated)

 

January to September /2012

(Restated)

Financial expenses:

 

 

 

 

 

 

 

Interest and charges on loans and financing – local currency

(62,961)

 

(210,390)

 

(75,012)

 

(227,145)

Interest and charges on loans and financing – foreign currency

(18,700)

 

(59,206)

 

(22,529)

 

(68,276)

Other financial expenses

(11,580)

 

(44,459)

 

(8,012)

 

(27,120)

Income tax over foreign remittance

(2,641)

 

(7,058)

 

(2,404)

 

(8,162)

Monetary variation on loans and financing (i)

(8,517)

 

(49,064)

 

(6,557)

 

(24,025)

Monetary variation on Sabesprev Mais deficit (ii)

(216)

 

(1,021)

 

(347)

 

(1,154)

Other monetary variations (iii)

(1,690)

 

(6,051)

 

255

 

(2,917)

Interest and monetary variations on provisions

(1,982)

 

(33,562)

 

(39,844)

 

(117,960)

Total financial expenses

(108,287)

 

(410,811)

 

(154,450)

 

(476,759)

 

 

 

 

 

 

 

 

Financial income:

 

 

 

 

 

 

 

Foreign exchange gains (iv)

15,363

 

64,344

 

13,727

 

34,814

Income on short-term investments

37,073

 

107,336

 

34,500

 

134,417

Interest and other income

22,531

 

97,729

 

20,055

 

57,518

Total financial income

74,967

 

269,409

 

68,282

 

226,749

 

 

 

 

 

 

 

 

Financial, net before foreign exchange variations

(33,320)

 

(141,402)

 

(86,168)

 

(250,010)

 

 

 

 

 

 

 

 

Net foreign exchange gains (losses):

 

 

 

 

 

 

 

Foreign exchange variation on loans and financing

(86,648)

 

(158,712)

 

(23,060)

 

(145,502)

Other foreign exchange variations

16

 

(1)

 

(15)

 

(40)

Foreign exchange gains

16

 

231

 

(50)

 

(105)

Foreign exchange variations, net

(86,616)

 

(158,482)

 

(23,125)

 

(145,647)

 

 

 

 

 

 

 

 

Financial, net

(119,936)

 

(299,884)

 

(109,293)

 

(395,657)

 

(i)         This variation mainly derives from the increase in inventories of IPCA-indexed debt, due to the funding referring to the 17th issue of debentures in February 2013.

 

(ii)        This inflation adjustment derives from the change in the National Consumer Price Index (INPC) rate of 0.3% in the third quarter of 2013 (1.5% in the third quarter of 2012), which is used to adjust the balance of SABESP’s commitment in relation to the deficit of the Sabesprev Mais pension plan.

 

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Notes to the Financial Statements

Version: 1

 

(iii)        Other expenses related to monetary variation mainly arises from the adjustment of liabilities referring to investment commitments required by the public-private partnerships and mainly from program contracts indexed to the IPC and IPCA of 0.3% and 0.6% in the third quarter of 2013, respectively (1.0% and 1.4% in the third quarter of 2012, respectively).

 

(iv)       These inflation adjustment mainly arise from installment payment agreements with clients, which are indexed by IPCA (0.6% in the third quarter of 2013 and 1.4% in the third quarter of 2012) or IPC (Consumer Price Index, 0.3% in the third quarter of 2013 and 1.0% in the third quarter of 2012), depending on the contract date, and judicial deposits, which are adjusted by the index defined by the Judiciary Branch, which varied 0.3% in the third quarter of 2013 (1.1% in the third quarter of 2012).

 

 

24.       OTHER OPERATING INCOME (EXPENSES), NET

 

 

 

July to September/2013

 

January to September/2013

 

July to September /2012

(Restated)

 

January to September /2012

(Restated)

Other operating income, net

16,531

 

40,749

 

14,528

 

48,009

Other operating expenses

(4,792)

 

(18,667)

 

(74,061)

 

(80,683)

Other operating income (expenses), net

11,739

 

22,082

 

(59,533)

 

(32,674)

 

Other operating income is comprised of sale of property, plant and equipment, sale of contracts awarded in public bids, and indemnities and reimbursement of expenses, fines and collaterals, property leases.

 

Other operating expenses consist mainly of write-off of property, plant and equipment due to obsolescence, discontinued construction works, unproductive wells, projects considered economically unfeasible, and losses on property, plant and equipment.

 

The decrease in other operating expenses derives from the recording of provision for intangible assets inventory losses and provision for intangible assets impairment in September 2012, totaling R$70,214.

 

25.       COMMITMENTS

 

The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. The addition in relation to the previous quarter derives from contractual obligations referring to the Sistema Produtor São Lourenço S/A, as per Note 11 (k).

 

Below, main committed amounts as of September 30, 2013:

 

 

October to December 2013

2014 - 2015

2016-2017

2018 onwards

Total

Contractual obligations - Expenses

317,894

1,498,426

160,321

4,910,620

6,887,261

Contractual obligations - Investments

612,193

1,876,142

313,921

2,214,452

5,016,708

Total

930,087

3,374,568

474,242

7,125,072

11,903,969

 

 

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Financial Statements

Version: 1

 

 

26.       ADDITIONAL INFORMATION ON CASH FLOWS

 

Non-cash investing and financing transactions

 

 

January to

September/2013 

 

January to

September /2012

Restated

 

 

 

 

 

 

Interest capitalized in the period

163,975

 

225,270

 

Variation in payables to contractors

(38,040)

 

39,227

 

Liabilities referring to program contract commitments recorded with a corresponding entry to intangible assets

36,779

 

92,074

 

Leasing

149,074

 

96,165

 

Construction margin recorded in intangible assets

35,170

 

36,919

 

Other additions to intangible assets

-

 

29,868

 

 

346,958

 

519,523

 

 

 

27.       EVENTS AFTER THE REPORTING PERIOD

 

 

 

On October 15, 2013, the Company launched the placement of 100 debentures by means of the exclusive subscription by BNDES (Brazilian Development Bank). These debentures were distributed in three series, not convertible into shares, at the face value of R$2,753, totaling R$275,370. BNDES will subscribe the 1st and the 2nd series, totaling 58 debentures of the 100 debentures estimated in November 2013 and the 3rd series of 42 debentures should be subscribed in 2015. Funds will reimburse investments in works at water supply and sewage collection systems, comprising the following projects: ETA Rio Grande, north coast, Paraíba valley and Mantiqueira, Piracicaba Basin - Capivari - Jundiaí (PCJ), besides supporting part of SABESP’s Loss Reduction Program. The 1st and the 3rd series have a total maturity of 132 months, 36-month grace period and will be yielded by TJLP (long-term interest rates) + 1.92% p.a. The 2nd series has a total maturity of 133 months, 37-month grace period and will be yielded by the rate of 8.255882% p.a. + IPCA.

 

 

 

Arsesp – Sanitation and Energy Regulatory Agency of the State of São Paulo, through its Resolution 434 of October 31, 2013, published a schedule to conclude the technical works and to conduct a consultation and public hearing process in order to define the definitive Maximum Price and X Factor, and the following stages below:

i) Stage D1 – SABESP submits the restated Assets Basis (12/5/2013);

ii) Stage D2 – ARSESP releases the proposals for the definitive Maximum Initial Price (P0) and the Efficiency Factor (X Factor), and the opening of Public Consultation and call for the Public Hearing (1/10/2014);

iii) Stage D3 – Public hearing is held and Public Consultation ends (2/5/2014);

 

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Notes to the Financial Statements

Version: 1

 

iv) Stage D4 – Publication of results referring to the definitive Maximum Initial Price (P0) and the Efficiency Factor (X Factor) of the substantiated report on Public Consultation  contributions (3/10/2014); and

v) Stage D5 – Publication of the schedule to define and implement SABESP’s new tariff structure (3/10/2014).

 

 

 

On October 31, 2013, ARSESP - Sanitation and Energy Regulatory Agency of the State of São Paulo, in its Resolution 435/2013, authorized the annual adjustment of 3.1451% to be applied on a straight-line basis to all water and sewage consumer categories as of December 11, 2013, except for Lins, Magda, Glicério and Torrinha, which have different rules.

 

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Notes to the Financial Statements

Version: 1

 

 

 

Comments of the Company’s projections trend

 

The projections presented in the reference form are annual and not on a quarterly basis. Therefore, the quarterly comparison between the information disclosed in the reference form with quarterly results shall not apply.

 

The projections monitoring occurs on an annual basis and are disclosed in the reference form.  

 

 

 

 

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ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO

SÃO PAULO 

Comments on the Company’s Projection Trend

 

Version: 1

 

 

 

1.       CHANGES IN INTEREST HELD BY CONTROLLING SHAREHOLDER, BOARD MEMBERS AND EXECUTIVE OFFICERS

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
Position as at 9/30/2013

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,258

50.3%

343,524,258

50.3%

Management

 

 

 

 

Board of Directors

1,518

0

1,518

0

Executive Officers

 

 

 

 

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,525,776

50.3%

343,525,776

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,984,093

49.7%

339,984,093

49.7%

 

 

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Other Information Deemed as Relevant by the Company   

1

 

 

2.       CHANGES IN INTEREST HELD BY CONTROLLING SHAREHOLDER, BOARD MEMBERS AND EXECUTIVE OFFICERS

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
Position as at 9/30/2012

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,258

50.3%

343,524,258

50.3%

Management

 

 

 

 

Board of Directors

6,027

0

6,027

0

Executive Officers

1,809

0

1,809

0

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,532,094

50.3%

343,532,094

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,977,775

49.7%

339,977,775

49.7%

 

Note: September 30, 2012 figures were adjusted, including the split of one share for three shares, occurred in April 2013, to facilitate comparison.

 

3.         SHAREHOLDING POSITION

 

SHAREHOLDING POSITION OF HOLDERS OF MORE THAN 5% OF EACH TYPE AND CLASS OF COMPANY SHARES, UP TO THE INDIVIDUAL LEVEL

Company:

CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Position as at 9/30/2013
(shares)

 

Common shares

Total

Shareholder

Number of shares

%

Shareholder

Number of shares

Treasury Department

343,524,258

50.3

343,524,258

50.3

 

 

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Other Information Deemed as Relevant by the Company   

1

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

São Paulo - SP

Introduction

We have reviewed the accompanying interim financial information of Companhia de Saneamento Básico do Estado de São Paulo - SABESP (the “Company”) included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2013, which comprises the balance sheet as of September 30, 2013 and the related statements of income and other comprehensive income for the three and nine-month periods then ended and changes in equity and of cash flows for the nine-month period then ended, including the explanatory notes.

 

The Company’s Management is responsible for the preparation of the interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and with international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards issued by the CVM.

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Information Form – September 30, 2013 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  

 

Reports and Statements / Unqualified Report on Special Review 

Version: 1

 

 

Emphasis of matter

Restatement of corresponding amounts

As mentioned in Note 2, as a result of the change in the accounting policy relating to employee benefits, in compliance with CPC 33 (R1) and IAS 19(R) – Employee Benefits, and the change in the accounting policy relating to the recording of jointly-owned businesses, in accordance with CPC 19 (R2) and IFRS 11 - Joint Arrangements, the corresponding amounts recorded in the statement of financial position for the year ended December 31, 2012 and the corresponding interim accounting information recorded in the statements of income and comprehensive income for the three and nine-month periods ended September 30, 2012 and changes in equity, cash flows and value added (supplemental information) for the nine-month period ended September 30, 2012, presented for comparison purposes, were adjusted and are being restated as set forth in CPC 23 and IAS 8 - Accounting Policies, Changes in Estimates and Correction of Error and CPC 26 (R1) and IAS 1 - Presentation of Financial Statements. Our opinion is not modified with respect to this matter.

Other matters

Statements of value added

We have also reviewed the statements of value added (DVA) for the nine-month period ended September 30, 2013, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which does not require the presentation of DVA. These statements were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.

 

The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.

 

São Paulo, November 14, 2013

DELOITTE TOUCHE TOHMATSU

Délio Rocha Leite

Auditores Independentes

Engagement Partner

 

 

 

 

 

 

SIGNATURE  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: December 6, 2013
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/  Rui de Britto Álvares Affonso    
 
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

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.