sbsitr3q14_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 November 28, 2014
(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– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO    Version: 1 

 

 

Table of Contents

 

Company Information

 

Capital Breakdown

1

Cash Proceeds

2

Parent Company’s 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

 

1/1/2014 to 9/30/2014

11

1/1/2013 to 9/30/2013

12

Statement of Value Added

13

Comments on the Company’s Performance

14

Notes to the Financial Statements

23

Comments on the Company’s Projections

77

Other Information Deemed as Relevant by the Company

78

Reports and Statements

 

Unqualified Report on Special Review

80

 

 

 


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

Company Information / Capital Breakdown

 

Number of Shares

(Units)

Current Quarter

9/30/2014

 

Paid-in Capital

 

 

Common

683,509,869

 

Preferred

0

 

Total

683,509,869

 

Treasury Shares

 

 

Common

0

 

Preferred

0

 

Total

0

 

 

Page 1 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – 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

3/27/2014

Interest on Shareholders’ Equity

6/27/2014

Common

 

0.78633

 

                                                                                                                                             

                                                                                                                                             

 

Page 2 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

Parent Company’s Financial Statements/Statement of Financial Position - Assets

 

 

(R$ thousand)

Code

Description

Current Quarter

09/30/2014

Previous Year

12/31/2013

1

Total Assets

29,760,013

28,274,294

1.01

Current Assets

3,404,656

3,254,087

1.01.01

Cash and Cash Equivalents

1,859,690

1,782,001

1.01.03

Accounts Receivable

1,281,404

1,254,908

1.01.03.01

Trade Accounts Receivable

1,158,920

1,120,053

1.01.03.02

Other Accounts Receivable

122,484

134,855

1.01.03.02.01

Balances with Related Parties

122,484

134,855

1.01.04

Inventories

52,858

58,401

1.01.06

Recoverable Taxes

94,674

87,405

1.01.06.01

Current Recoverable Taxes

94,674

87,405

1.01.08

Other Current Assets

116,030

71,372

1.01.08.03

Other

116,030

71,372

1.01.08.03.01

Restricted Cash

20,580

10,333

1.01.08.03.20

Other Accounts Receivable

95,450

61,039

1.02

Noncurrent Assets

26,355,357

25,020,207

1.02.01

Long-Term Assets

667,560

896,781

1.02.01.03

Accounts Receivable

178,364

395,512

1.02.01.03.01

Trade Accounts Receivable

178,364

395,512

1.02.01.06

Deferred Taxes

121,342

114,030

1.02.01.06.01

Deferred Income Tax and Social Contribution

121,342

114,030

1.02.01.08

Receivables from Related Parties

101,093

130,457

1.02.01.08.03

Receivables from Controlling Shareholders

101,093

130,457

1.02.01.09

Other Noncurrent Assets

266,761

256,782

1.02.01.09.04

Escrow Deposits

68,596

54,827

1.02.01.09.05

ANA – National Water Agency

119,576

107,003

1.02.01.09.20

Other Accounts Receivable

78,589

94,952

1.02.02

Investments

76,237

77,699

1.02.02.01

Shareholdings

22,198

23,660

1.02.02.01.04

Other Shareholdings

22,198

23,660

1.02.02.02

Investment Properties

54,039

54,039

1.02.03

Property, Plant and Equipment

309,405

199,496

1.02.04

Intangible Assets

25,302,155

23,846,231

1.02.04.01

Intangible Assets

25,302,155

23,846,231

1.02.04.01.01

Concession Contracts

8,403,438

8,265,936

1.02.04.01.02

Program Contracts

5,919,198

5,281,887

1.02.04.01.03

Service Contracts

10,725,290

10,124,603

1.02.04.01.04

Software License

254,229

173,805

 

Page 3 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

Parent Company’s Financial Statements/Statement of Financial Position – Liabilities

 

 

(R$ thousands)

Code

Description

Current Quarter

09/30/2014

Previous Year

12/31/2013

2

Total Liabilities

29,760,013

28,274,294

2.01

Current Liabilities

2,630,823

2,972,381

2.01.01

Labor and Pension Plan Liabilities

405,718

314,926

2.01.01.01

Pension Plan Liabilities

23,021

36,151

2.01.01.02

Labor Liabilities

382,697

278,775

2.01.02

Trade Accounts Payable

314,280

275,051

2.01.02.01

Domestic Suppliers

314,280

275,051

2.01.03

Tax Liabilities

53,444

115,382

2.01.03.01

Federal Tax Liabilities

46,394

108,604

2.01.03.01.02

PIS-PASEP and COFINS (taxes on revenue) Payable

308

21,797

2.01.03.01.03

INSS (social security contribution) Payable

32,076

30,822

2.01.03.01.20

Other Federal Taxes

14,010

55,985

2.01.03.03

Municipal Taxes Liabilities

7,050

6,778

2.01.04

Loans and Financing

710,373

640,940

2.01.04.01

Loans and Financing

486,660

560,963

2.01.04.01.01

In Domestic Currency

244,746

344,983

2.01.04.01.02

In Foreign Currency

241,914

215,980

2.01.04.02

Debentures

214,897

79,977

2.01.04.03

Financing through finance lease

8,816

0

2.01.05

Other Liabilities

581,386

994,708

2.01.05.01

Payables to Related Parties

1,477

1,791

2.01.05.01.03

Payables to Controlling Shareholders

1,477

1,791

2.01.05.02

Other

579,909

992,917

2.01.05.02.01

Dividends and Interest on Equity Payable

64

456,975

2.01.05.02.04

Services Payable

327,774

323,208

2.01.05.02.05

Refundable Amounts

20,722

30,543

2.01.05.02.06

Program Contract Commitments

130,049

77,360

2.01.05.02.07

Private Public Partnership – PPP

21,461

20,241

2.01.05.02.09

Indemnities

6,721

6,895

2.01.05.02.20

Other Payables

73,118

77,695

2.01.06

Provisions

565,622

631,374

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

87,873

107,554

2.01.06.01.01

Tax Provisions

6,529

6,824

2.01.06.01.02

Social Security and Labor Provisions

50,420

62,535

2.01.06.01.04

Civil Provisions

30,924

38,195

2.01.06.02

Other Provisions

477,749

523,820

2.01.06.02.03

Provisions for Environmental

59,607

42,761

2.01.06.02.04

Provisions for Customers

353,738

355,403

2.01.06.02.05

Provisions for Suppliers

64,404

125,656

2.02

Non-Current Liabilities

13,369,742

12,371,112

2.02.01

Loans and Financing

9,581,700

8,809,134

2.02.01.01

Loans and Financing

5,267,301

4,950,864

 

Page 4 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

 

Parent Company’s Financial Statements/Statement of Financial Position – Liabilities

 

 

(R$ thousands)

Code

Description

Current Quarter

09/30/2014

Previous Year

12/31/2013

2.02.01.01.01

In Domestic Currency

1,561,723

1,468,291

2.02.01.01.02

In Foreign Currency

3,705,578

3,482,573

2.02.01.02

Debentures

3,863,768

3,475,778

2.02.01.03

Financing through finance lease

450,631

382,492

2.02.02

Other Payables

3,171,837

3,012,970

2.02.02.02

Other

3,171,837

3,012,970

2.02.02.02.04

Pension Plan Liabilities

2,424,406

2,327,016

2.02.02.02.05

Program Contract Commitments

81,789

88,678

2.02.02.02.06

Private Public Partnership – PPP

357,194

322,267

2.02.02.02.07

Indemnities

6,502

6,439

2.02.02.02.08

Labor Liabilities

21,435

15,704

2.02.02.02.09

Deferred COFINS and PASEP

130,802

129,849

2.02.02.02.20

Other Payables

149,709

123,017

2.02.04

Provisions

616,205

549,008

2.02.04.01

Tax, Pension Plan, Labor and Civil Provisions

250,827

222,030

2.02.04.01.01

Tax Provisions

47,517

50,869

2.02.04.01.02

Pension Plan and Labor Provisions

122,289

91,911

2.02.04.01.04

Civil Provisions

81,021

79,250

2.02.04.02

Other Provisions

365,378

326,978

2.02.04.02.03

Provisions for Environmental

166,888

139,928

2.02.04.02.04

Provisions for Customers

191,918

156,212

2.02.04.02.05

Provisions for Suppliers

6,572

30,838

2.03

Equity

13,759,448

12,930,801

2.03.01

Paid-Up Capital

10,000,000

6,203,688

2.03.02

Capital Reserves

0

124,255

2.03.02.07

Projects Support

0

108,475

2.03.02.08

Incentive Reserves

0

15,780

2.03.04

Profit Reserve

3,021,470

6,736,389

2.03.04.01

Legal Reserve

712,992

712,992

2.03.04.08

Additional Dividend Proposed

0

42,862

2.03.04.10

Reserve for Investments

2,308,478

5,980,535

2.03.05

Retained Earnings/Accumulated Losses

871,509

0

2.03.06

Other Comprehensive Income

-133,531

-133,531

 

 

Page 5 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

 

 

Parent Company’s Financial Statements/Statement of Income

 

 

(R$ thousands)

Code

Description

Current Quarter

7/1/2014 to 9/30/2014

YTD Current Year

1/1/2014 to 9/30/2014

Same Quarter

Previous Year

7/1/2013 to 9/30/2013

YTD Previous Year

1/1/2013 to 9/30/2013

3.01

Revenue from Sales and/or Services

2,823,532

8,369,615

2,772,359

8,213,681

3.02

Cost of Sales and/or Services

-1,985,938

-5,494,788

-1,642,196

-4,911,007

3.02.01

Cost of Sales and/or Services

-1,203,695

-3,527,856

-1,102,743

-3,242,363

3.02.02

Construction Cost

-782,243

-1,966,932

-539,453

-1,668,644

3.03

Gross Profit

837,594

2,874,827

1,130,163

3,302,674

3.04

Operating Income/Expenses

-344,615

-1,225,001

-284,880

-1,006,084

3.04.01

Selling Expenses

-126,564

-498,393

-171,264

-477,270

3.04.02

General and Administrative Expenses

-210,716

-681,094

-127,092

-552,372

3.04.04

Other Operating Income

21,014

59,159

16,531

40,749

3.04.04.01

Other Operating Income

24,291

67,196

19,077

46,095

3.04.04.02

COFINS and PASEP

-3,277

-8,037

-2,546

-5,346

3.04.05

Other Operating Expenses

-27,182

-103,187

-4,792

-18,667

3.04.05.01

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

-24,917

-77,009

-2,634

-8,067

3.04.05.03

Tax Incentives

-2,096

-10,663

-2,068

-10,354

3.04.05.06

Provision for losses - Diadema and Saned

0

-14,967

0

0

3.04.05.20

Other

-169

-548

-90

-246

3.04.06

Equity in the Earnings (Losses) of Subsidiaries

-1,167

-1,486

1,737

1,476

3.05

Income Before Financial Result and Taxes

492,979

1,649,826

845,283

2,296,590

3.06

Financial Result

-337,772

-331,830

-119,936

-299,884

3.06.01

Finance Income

109,724

290,839

74,983

269,640

3.06.01.01

Finance Income

109,902

291,629

74,967

269,409

3.06.01.02

Foreign Exchange Gains

-178

-790

16

231

3.06.02

Finance Expenses

-447,496

-622,669

-194,919

-569,524

3.06.02.01

Finance Expenses

-134,535

-510,942

-108,287

-410,811

3.06.02.02

Foreign Exchange Losses

-312,961

-111,727

-86,632

-158,713

3.07

Earnings Before Income Tax

155,207

1,317,996

725,347

1,996,706

3.08

Income Tax and Social Contribution

-63,706

-446,487

-250,383

-663,872

3.08.01

Current

-41,608

-453,799

-256,336

-660,195

 

 

 

Page 6 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

 

 

Parent Company’s Financial Statements/Statement of Income

 

 

(R$ thousands)

Code

Description

Current Quarter

7/1/2014 to 9/30/2014

YTD Current Year

1/1/2014 to 9/30/2014

Same Quarter Previous Year

7/1/2013 to 9/30/2013

YTD Previous Year

1/1/2013 to 9/30/2013

3.08.02

Deferred

-22,098

7,312

5,953

-3,677

3.09

Net Result from Continued Operations

91,501

871,509

474,964

1,332,834

3.11

Profit/Loss for the Period

91,501

871,509

474,964

1,332,834

3.99

Earnings per Share - (Reais / Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common Share

0.13387

1.27505

0.69489

1.94999

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common Share

0.13387

1.27505

0.69489

1.94999

 

 

 

 

Page 7 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

 

Parent Company’s Financial Statements / Statement of Comprehensive Income

 

 

(R$ thousands)

Code

Description

Current Quarter

7/1/2014 to 9/30/2014

YTD Current Year

1/1/2014 to 9/30/2014

Same Quarter Previous Year

7/1/2013 to 9/30/2013

YTD Previous Year

1/1/2013 to 9/30/2013

4.01

Net Income for the Period

91,501

871,509

474,964

1,332,834

4.03

Comprehensive Income for the Period

91,501

871,509

474,964

1,332,834

 

 

 

Page 8 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

                                                

 

 

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

 

 

(R$ thousands)

Code

Description

YTD Current Year

1/1/2014 to 9/30/2014

YTD Previous Year

1/1/2013 to 9/30/2013

6.01

Net Cash from Operating Activities

2,006,936

2,157,978

6.01.01

Cash from Operations

2,865,933

3,315,346

6.01.01.01

Profit Before Income Tax and Social Contribution

1,317,996

1,996,706

6.01.01.02

Provision and Inflation Adjustments on Provisions

151,776

154,444

6.01.01.04

Financial Charges from Customers

-142,996

-167,665

6.01.01.05

Residual Value of Written-off Property, Plant and Equipment

28,887

8,067

6.01.01.06

Depreciation and Amortization

726,051

600,309

6.01.01.07

Interest on Loans and Financing Payable

293,000

276,654

6.01.01.08

Monetary and Foreign Exchange Change on Loans and Financing

183,808

207,776

6.01.01.09

Interest and Monetary Change on Liabilities

13,942

17,458

6.01.01.10

Interest and Monetary Change in Assets

-24,564

-8,023

6.01.01.11

Allowance for Doubtful Accounts

54,688

83,924

6.01.01.12

Provision for Consent Decree (TAC)

40,977

17,314

6.01.01.13

Equity in the Earnings of Subsidiaries

1,486

-1,476

6.01.01.14

Provision for Sabesprev Mais

7,105

7,383

6.01.01.15

Other Provisions/Reversals

48,124

-34,975

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

-17,504

-4,612

6.01.01.17

Gross Margin over Intangible Assets Resulting from Concession Contracts

-42,775

-35,170

6.01.01.18

Pension Plan Liabilities

216,970

197,232

6.01.01.20

Other Adjustments

8,962

0

6.01.02

Changes in Assets and Liabilities

-20,975

-376,447

6.01.02.01

Trade Accounts Receivable

277,581

64,955

6.01.02.02

Balances and Transactions with Related Parties

40,940

10,623

6.01.02.03

Inventories

5,096

7,034

6.01.02.04

Recoverable Taxes

-30,621

-28,084

6.01.02.05

Other Accounts Receivable

598

2,621

6.01.02.06

Escrow Deposits

1,694

-39,694

6.01.02.08

Contractors and Suppliers

49,815

87,182

6.01.02.09

Payroll, Provisions and Social Contribution

-119,580

-109,482

6.01.02.10

Pension Plan Liabilities

-100,753

-88,897

6.01.02.11

Taxes and Contributions Payable

22,070

-85,403

6.01.02.12

Services Received

-18,437

-28,409

6.01.02.13

Other Liabilities

-150,331

-173,106

6.01.02.14

Provisions

953

4,213

6.01.02.15

Deferred COFINS/PASEP

-838,022

-780,921

6.01.03

Other

 

 

 

Page 9 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

                                                

 

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

 

 

(R$ thousands)

Code

Description

YTD Current Year

1/1/2014 to 9/30/2014

YTD Previous Year

1/1/2013 to 9/30/2013

6.01.03.01

Interest Paid

-415,829

-394,918

6.01.03.02

Income Tax and Social Contribution Paid

-422,193

-386,003

6.02

Net Cash from Investing Activities

-1,929,606

-1,503,878

6.02.01

Acquisition of Intangible Assets

-1,834,304

-1,546,449

6.02.02

Acquisition of Property, Plant and Equipment

-85,031

-11,560

6.02.03

Increase in Investments

-24

-373

6.02.04

Restricted Cash

-10,247

54,504

6.03

Net Cash from Financing Activities

359

-741,304

6.03.01

Funding – Loans

940,215

1,391,619

6.03.02

Amortization of Loans

-418,963

-1,590,430

6.03.03

Payment of Interest on Equity

-467,470

-498,669

6.03.04

Public-Private Partnership (PPP)

-15,030

-10,254

6.03.05

Program Contract Commitments

-38,393

-33,570

6.05

Increase (Decrease) in Cash and Cash Equivalents

77,689

-87,204

6.05.01

Opening Cash and Cash Equivalents

1,782,001

1,915,974

6.05.02

Closing Cash and Cash Equivalents

1,859,690

1,828,770

 

 

Page 10 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

 

Parent Company’s Financial Statements/Statement of Changes in Equity – 1/1/2014 to 9/30/2014

 

 

(R$ thousands)

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

6,736,389

0

-133,531

12,930,801

5.03

Restated Opening Balances

6,203,688

124,255

6,736,389

0

-133,531

12,930,801

5.04

Capital Transactions with Shareholders

0

0

-42,862

0

0

-42,862

5.04.08

Additional Dividends Approved

0

0

-42,862

0

0

-42,862

5.05

Total Comprehensive Income

0

0

0

871,509

0

871,509

5.05.01

Net Income for the Period

0

0

0

871,509

0

871,509

5.06

Internal Changes in the Shareholders’ Equity

3,796,312

-124,255

-3,672,057

0

0

0

5.06.04

Capitalization of Reserves

3,796,312

-124,255

-3,672,057

0

0

0

5.07

Closing Balances

10,000,000

0

3,021,470

871,509

-133,531

13,759,448

 

Page 11 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

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

 

(R$ thousands)

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 Shareholders

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 12 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 

 

 

Parent Company’s Financial Statements/Statement of Value Added

 

 

(R$ thousands)

Code

Description

YTD Current Year

1/1/2014 to 9/30/2014

YTD Previous Year

1/1/2013 to 9/30/2013

7.01

Revenue

8,856,341

8,685,531

7.01.01

Operating Revenue

6,834,126

7,019,546

7.01.02

Other Revenue

67,196

46,095

7.01.03

Revenue from the Construction

2,009,707

1,703,814

7.01.04

Allowance for/Reversal of Doubtful Accounts

-54,688

-83,924

7.02

Inputs Acquired from Third Parties

-3,963,237

-3,427,063

7.02.01

Costs of Sales and Services

-3,269,421

-2,930,336

7.02.02

Materials, Energy, Outsourced Services and Other

-590,629

-478,060

7.02.04

Other

-103,187

-18,667

7.03

Gross Value Added

4,893,104

5,258,468

7.04

Retentions

-726,051

-600,309

7.04.01

Depreciation, Amortization and Depletion

-726,051

-600,309

7.05

Net Value Added Produced

4,167,053

4,658,159

7.06

Value Added Received through Transfer

289,353

271,116

7.06.01

Equity in the Earnings (Losses) of Subsidiaries

-1,486

1,476

7.06.02

Finance Income

290,839

269,640

7.07

Total Value Added to Distribute

4,456,406

4,929,275

7.08

Value Added Distribution

4,456,406

4,929,275

7.08.01

Personnel

1,451,547

1,310,712

7.08.01.01

Direct Compensation

958,390

876,532

7.08.01.02

Benefits

383,074

355,158

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

110,083

79,022

7.08.02

Taxes and Contributions

1,275,831

1,501,986

7.08.02.01

Federal

1,204,239

1,429,291

7.08.02.02

State

50,402

42,733

7.08.02.03

Municipal

21,190

29,962

7.08.03

Value Distributed to Providers of Capital

857,519

783,743

7.08.03.01

Interest

799,392

733,499

7.08.03.02

Rental

58,127

50,244

7.08.04

Value Distributed to Shareholders

871,509

1,332,834

7.08.04.03

Retained Earnings/Accumulated Loss for the Period

871,509

1,332,834

 

 

                                                                                                                          

 

Page 13 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   

 

1. Financial highlights

 

 

               

R$ million

 

3Q14

3Q13

Chg. (R$)

%

9M14

9M13

Chg. (R$)

%

(+) Gross operating revenue

2,165.6

2,393.2

(227.6)

(9.5)

6,834.1

7,019.6

(185.5)

(2.6)

(+) Construction revenue

799.7

551.4

248.3

45.0

2,009.7

1,703.8

305.9

18.0

(-) COFINS and PASEP taxes

141.8

172.2

(30.4)

(17.7)

474.2

509.7

(35.5)

(7.0)

(=) Net operating revenue

2,823.5

2,772.4

51.1

1.8

8,369.6

8,213.7

155.9

1.9

(-) Costs and expenses

1,541.0

1,401.0

140.0

10.0

4,707.3

4,272.0

435.3

10.2

(-) Cunstruction costs

782.1

539.5

242.6

45.0

1,966.9

1,668.6

298.3

17.9

(+) Equity result

(1.2)

1.7

(2.9)

(170.6)

(1.5)

1.5

(3.0)

(200.0)

(+) Other operating revenue/expenses, net

(6.2)

11.7

(17.9)

(153.0)

(44.1)

22.1

(66.2)

(299.5)

(=) Earnings before financial result, income tax and social contribution

493.0

845.3

(352.3)

(41.7)

1,649.8

2,296.7

(646.9)

(28.2)

(+) Net financial

(337.8)

(119.9)

(217.9)

181.7

(331.8)

(299.9)

(31.9)

10.6

(=) Earnings before income tax and social contribution

155.2

725.4

(570.2)

(78.6)

1,318.0

1,996.8

(678.8)

(34.0)

(+) Income tax and social contribution

(63.7)

(250.4)

186.7

(74.6)

(446.5)

(663.9)

217.4

(32.7)

Net Income

91.5

475.0

(383.5)

(80.7)

871.5

1,332.9

(461.4)

(34.6)

Earnings per share* (R$)

0.13

0.69

 

 

1.28

1.95

 

 

* Total shares = 683,509,869

               
                 
 Adjusted EBITDA Reconciliation (Non-accounting measures)              

R$ million

 

3Q14

3Q13

Chg. (R$)

%

9M14

9M13

Chg. (R$)

%

Net income

91.5

475.0

(383.5)

(80.7)

871.5

1,332.9

(461.4)

(34.6)

(+) Income tax and social contribution

63.7

250.4

(186.7)

(74.6)

446.5

663.9

(217.4)

(32.7)

(+) Net financial

337.8

119.9

217.9

181.7

331.8

299.9

31.9

10.6

(+) Other operating revenues/expenses, net

6.2

(11.7)

17.9

(153.0)

44.1

(22.1)

66.2

(299.5)

(=) Earnings before financial result (EBIT)*

499.2

833.6

(334.4)

(40.1)

1,693.9

2,274.6

(580.7)

(25.5)

(+) Depreciation and amortization

243.2

208.4

34.8

16.7

726.0

600.3

125.7

20.9

(=) Adjusted EBITDA **

742.4

1,042.0

(299.6)

(28.8)

2,419.9

2,874.9

(455.0)

(15.8)

(%) Adjusted EBITDA margin

26.3

37.6

 

 

28.9

35.0

 

 

                 

(*) Earnings before interest, income tax and social contribution.

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

 

In 3Q14, net operating revenue, including construction revenue, reached R$ 2.8 billion; a 1.8% increase compared to the same period of 2013.

Costs and expenses, including construction costs, totaled R$ 2.3 billion, up 19.7% on the R$ 1.9 billion recorded in 3Q13.

EBIT, in the amount of R$ 499.2 million, dropped 40.1% from R$ 833.6 million in 3Q13.

Adjusted EBITDA, in the amount of R$ 742.4 million, dropped 28.8% from R$ 1,042.0 million in 3Q13 (R$ 2,419.9 million in the last 9 months and R$ 3,551.7 million in the last 12 months).

The adjusted EBITDA margin was 26.3% in 3Q14, versus the 37.6% in 3Q13 (28.9% in the last 9 months and 31.0% in the last 12 months). Excluding construction revenues and construction costs, the adjusted EBITDA margin was 35.8% in 3Q14 (46,4% in 3Q13, 37.4% in the last 9 months and 40.1% in the last 12 months).

Net income totaled R$ 91.5 million, 80.7% lower than the R$ 475.0 million recorded in 3Q13.

 

 

 

Page 14 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   
 

 

2. Gross operating revenue

Gross operating revenue from water and sewage, not including construction revenue, totaled R$ 2.2 billion, a drop of R$ 227.6 million or 9.5%, when compared to the R$ 2.4 billion recorded in 3Q13.

The main factors that led to this variation were:

·         Decrease of 3.5% in the Company’s total billed volume (4.6% in water and 2.0% in sewage);

·         R$ 22.7 million drop in estimated revenue due to the lower billing in the period; and

·         Water Consumption Reduction Incentive Program, with a R$ 127.2 million impact.


The decreases mentioned above were partially offset by the 3.1% tariff adjustment since December 2013.

 

 

3. Construction revenue

Construction revenue increased R$ 248.3 million or 45.0%, when compared to 3Q13. The variation was mainly due to higher investments in 3Q14.


4. Billed volume

 

The following tables show the water and sewage billed volume, quarter-on-quarter, and year-on-year, per customer category and region.

 

 

Page 15 of 81


 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   

 

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

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

 

 

Water

 

 

Sewage

 

Water + Sewage

 

Category

3Q14

3Q13

%

3Q14

3Q13

%

3Q14

3Q13

%

Residential

379.6

387.2

(2.0)

318.2

322.2

(1.2)

697.8

709.4

(1.6)

Commercial

42.4

43.8

(3.2)

40.1

40.7

(1.5)

82.5

84.5

(2.4)

Industrial

9.6

10.0

(4.0)

10.7

11.0

(2.7)

20.3

21.0

(3.3)

Public

12.9

13.8

(6.5)

9.9

10.7

(7.5)

22.8

24.5

(6.9)

Total retail

444.5

454.8

(2.3)

378.9

384.6

(1.5)

823.4

839.4

(1.9)

Wholesale

60.2

74.5

(19.2)

5.8

7.9

(26.6)

66.0

82.4

(19.9)

Total

504.7

529.3

(4.6)

384.7

392.5

(2.0)

889.4

921.8

(3.5)

 

9M14

9M13

%

9M14

9M13

%

9M14

9M13

%

Residential

1,172.3

1,159.9

1.1

977.8

962.1

1.6

2,150.1

2,122.0

1.3

Commercial

130.1

130.6

(0.4)

122.4

121.5

0.7

252.5

252.1

0.2

Industrial

29.6

29.3

1.0

32.7

33.3

(1.8)

62.3

62.6

(0.5)

Public

39.9

40.7

(2.0)

30.7

31.6

(2.8)

70.6

72.3

(2.4)

Total retail

1,371.9

1,360.5

0.8

1,163.6

1,148.5

1.3

2,535.5

2,509.0

1.1

Wholesale

198.8

223.5

(11.1)

18.9

22.7

(16.7)

217.7

246.2

(11.6)

Total

1,570.7

1,584.0

(0.8)

1,182.5

1,171.2

1.0

2,753.2

2,755.2

(0.1)

                   

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

 

Water

 

 

Sewage

 

 

Water + Sewage

 

Region

3Q14

3Q13

%

3Q14

3Q13

%

3Q14

3Q13

%

Metropolitan

289.4

300.9

(3.8)

249.1

257.0

(3.1)

538.5

557.9

(3.5)

Regional (2)

155.1

153.9

0.8

129.8

127.6

1.7

284.9

281.5

1.2

Total retail

444.5

454.8

(2.3)

378.9

384.6

(1.5)

823.4

839.4

(1.9)

Wholesale

60.2

74.5

(19.2)

5.8

7.9

(26.6)

66.0

82.4

(19.9)

Total

504.7

529.3

(4.6)

384.7

392.5

(2.0)

889.4

921.8

(3.5)

 

9M14

9M13

%

9M14

9M13

%

9M14

9M13

%

Metropolitan

891.2

896.6

(0.6)

763.2

764.5

(0.2)

1,654.4

1,661.1

(0.4)

Regional (2)

480.7

463.9

3.6

400.4

384.0

4.3

881.1

847.9

3.9

Total retail

1,371.9

1,360.5

0.8

1,163.6

1,148.5

1.3

2,535.5

2,509.0

1.1

Wholesale

198.8

223.5

(11.1)

18.9

22.7

(16.7)

217.7

246.2

(11.6)

Total

1,570.7

1,584.0

(0.8)

1,182.5

1,171.2

1.0

2,753.2

2,755.2

(0.1)

 

Page 16 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   

 

 

 

5. Costs, administrative and selling expenses

In 3Q14, costs, administrative and selling expenses, grew 19.7% (R$ 382.6 million). Excluding construction costs, total costs and expenses grew 10.0%. As a percentage of net revenue, cost and expenses was 82.3% in 3Q14 from 70.0% in 3Q13.

 

               

R$ million

 

3Q14

3Q13

Chg. (R$)

%

9M14

9M13

Chg. (R$)

%

Payroll and benefits

535.9

489.1

46.8

9.6

1,584.0

1,442.9

141.1

9.8

Supplies

54.7

48.8

5.9

12.1

148.8

142.4

6.4

4.5

Treatment supplies

65.6

63.6

2.0

3.1

199.9

183.7

16.2

8.8

Services

301.1

285.0

16.1

5.6

967.4

808.9

158.5

19.6

Electric power

156.3

133.1

23.2

17.4

440.8

410.9

29.9

7.3

General expenses

187.6

134.0

53.6

40.0

530.3

535.8

(5.5)

(1.0)

Tax expenses

18.2

11.3

6.9

61.1

55.4

63.2

(7.8)

(12.3)

Sub-total

1,319.4

1,164.9

154.5

13.3

3,926.6

3,587.8

338.8

9.4

Depreciation and amortization

243.2

208.4

34.8

16.7

726.0

600.3

125.7

20.9

Credit write-offs

(21.6)

27.7

(49.3)

(178.0)

54.7

83.9

(29.2)

(34.8)

Sub-total

221.6

236.1

(14.5)

(6.1)

780.7

684.2

96.5

14.1

Costs and expenses

1,541.0

1,401.0

140.0

10.0

4,707.3

4,272.0

435.3

10.2

Construction costs

782.1

539.5

242.6

45.0

1,966.9

1,668.6

298.3

17.9

Costs, adm., selling and construction expenses

2,323.1

1,940.5

382.6

19.7

6,674.2

5,940.6

733.6

12.3

% of net revenue

82.3

70.0

 

 

79.7

72.3

 

 

 

5.1. Payroll and benefits

 

In 3Q14 payroll and benefits grew R$ 46.8 million or 9.6%, from R$ 489.1 million to R$ 535.9 million, due to the following:

 

·         R$ 21.6 million increase due to the 6.8% increase in average wages since May 2014 and the changes from the career and wage plan carried out by the Company;

·         R$ 9.9 million increase in provisions, from the higher number of employees who are entitled to request retirement (TAC), in addition to the wage increase in the period;

·         R$ 3.9 million upturn in the provision for the Pension Plan, arising from changes in actuarial assumptions;

·         R$ 3.9 million increase in overtime pay, mainly due to wage adjustment in the period, and the higher number of hours worked; and

·         R$ 3.9 million increase in expenses related to the Profit Sharing Program, chiefly due to adjustments made in the period.

 

5.2. Supplies

 

In 3Q14, expenses with supplies increased R$ 5.9 million or 12.1%, when compared to the same period of the previous year, from R$ 48.8 million to R$ 54.7 million, mostly due to:

 

·         R$ 4.6 million increase with fuel and lubricants, mainly due to the diesel used in generators installed to capture water from the technical reserve at the Cantareira System, in the amount of R$ 3.5 million; and

·         Higher use of materials for sewage network maintenance, chiefly at the municipality of Diadema, with a R$ 1.0 million increase.

 

 

Page 17 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   

 

5.3. Treatment supplies

 

Treatment supplies expenses in 3Q14 were R$ 2.0 million or 3.1% higher than in 3Q13, from R$ 63.6 million to R$ 65.6 million.

 

5.4. Services

 

Services, in the amount of R$ 301.1 million, grew R$ 16.1 million or 5.6%, in comparison to the R$ 285.0 million in 3Q13. The main factors were:

·           Advertising campaigns, in the amount of R$ 8.1 million,  mainly due to the intensification of the rational use of water campaign;

·           Hiring of services, in the amount of R$ 4.8 million, due to the beginning of operations in Diadema, in March of 2014, in the amount of R$ 4.6 million; and

·           Higher expenses with the Corporate Program for Reduction of Water Loss, in the amount of R$ 3.0 million.

 

5.5. Electric power

 

This item totaled R$ 156.3 million, an increase of R$ 23.2 million or 17.4% in comparison to the R$ 133.1 million in 3Q13, due to the average increase of 39.2% in free market tariffs and of 9.2% in regulated market.


5.6. General expenses

 

General expenses grew R$ 53.6 million or 40.0%, totaling R$ 187.6 million, versus the R$ 134.0 million recorded in 3Q13.

This increase was mainly due to the increase in the provision for lawsuits related to civil (R$ 26.6 million) and environmental (R$ 18.3 million) contingencies.

 

5.7. Tax expenses

 

This item increased R$ 6.9 million, due to increased tax expenses in 3Q14.

 

5.8. Depreciation and amortization

 

Depreciation and amortization increased R$ 34.8 million or 16.7%, from the R$ 208.4 million recorded in 3Q13, totaling R$ 243.2 million, due to the beginning of operations of intangible assets, in the amount of R$ 2.7 billion.

 

5.9. Credit write-offs

 

Credit write-offs dropped R$ 49.3 million, chiefly due to the lower provision of losses with allowance for doubtful accounts.

 

 

 

 

 

Page 18 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   

 

6. Other operating revenues and expenses, net

 

6.1. Other operating revenues, net

 

Recorded a R$ 4.5 million increase, mainly due to the income from the Program for the Rational Use of Water (PURA) in 3Q14, in the amount of R$ 4.0 million.

 

 

6.2. Other operating expenses

 

R$ 22.4 million increase mainly due to the write-off of obsolete goods in 3Q14, in the amount of 26.3 million.

 

7. Net financial

 

       

R$ million

 

3Q14

3Q13

Chg.

%

Financial expenses, net of revenues

(36.7)

(45.0)

8.3

(18.4)

Net monetary and exchange variation

(301.1)

(74.9)

(226.2)

302.0

Net financial

(337.8)

(119.9)

(217.9)

181.7

 

7.1. Financial revenues and expenses

                                                                                                                                                        

 

       

R$ million

 

3Q14

3Q13

Chg.

%

Financial expenses

 

 

 

 

Interest and charges on domestic loans and financing

(46.6)

(63.0)

16.4

(26.0)

Interest and charges on international loans and financing

(27.1)

(18.7)

(8.4)

44.9

Other financial expenses

(43.9)

(22.9)

(21.0)

91.7

Total financial expenses

(117.6)

(104.6)

(13.0)

12.4

Financial revenues

80.9

59.6

21.3

35.7

Financial expenses net of revenues

(36.7)

(45.0)

8.3

(18.4)

 

 

7.1.1. Financial expenses

 

Financial expenses grew R$ 13.0 million. The main reasons were:

 

·         R$ 16.4 million decrease in interest and charges on domestic loans and financing, mainly due to the higher interest capitalization occurred in 3Q14, versus 3Q13;

·         R$ 8.4 million increase in interest and charges on international loans and financing, due to the higher appreciation of the US Dollar and the Yen versus the Brazilian Real in 3Q14 (11.3% and 2.8%, respectively), in comparison to the appreciation recorded in 3Q13 (0.7% and 1.6%, respectively); and

·         Other financial expenses increased R$ 21.0 million, largely due to the higher provisions for legal expenses in 3Q14, in the amount of R$ 8.9 million, and the greater recognition of interest arising from the entry into operation of two sewage treatment plants financed through leases, in the amount of R$ 7.7 million.

 

Page 19 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   

 

7.1.2. Financial revenues

 

Financial revenues increased R$ 21.3 million or 35.7%, due to financial investments indexed to CDI, held in the period, as a result of the increase in the Interbank Deposit Certificate (CDI) in 3Q14 (10.8%), versus 3Q13 (8.7%).

 

7.2. Monetary and exchange rate variation on assets and liabilities

 

 

 
        R$ million 
  3Q14  3Q13  Chg.  % 
Monetary variation on loans and financing  (10.2)  (0.3)  (9.9)  3,300.0 
Exchange rate variation on loans and financing  (312.9)  (86.7)  (226.2)  260.9 
Other monetary variations  (6.8)  (3.4)  (3.4)  100.0 
Monetary/exchange rate variation on liabilities  (329.9)  (90.4)  (239.5)  264.9 
Monetary/exchange rate variation on assets  28.8  15.5  13.3  85.8 
Monetary/exchange rate variation, net  (301.1)  (74.9)  (226.2)  302.0 

 

 

7.2.1. Monetary/exchange rate variation on liabilities

 

The effect on the monetary/currency exchange variation on liabilities in 3Q14 was R$ 239.5 million, higher than in 3Q13, especially due to the exchange rate variation on loans and financing, that increased R$ 226.2 million, due to the higher appreciation of the US Dollar and the Yen versus the Brazilian Real in 3Q14 (11.3% and 2.8%, respectively), in comparison to the appreciation recorded in 3Q13 (0.7% and 1.6%, respectively).

 

7.2.2. Monetary/Exchange rate variation on assets

 

R$ 13.3 million increase, mainly due to the monetary updates on escrow deposits during 3Q14.


8. Income tax and social contribution

Income tax and social contribution expenses decreased by R$ 186.7 million, due to the drop in taxable income in the period.

 

9. Indicators



 

9.1. Operating

 

Non-revenue water loss (IPF) and micro-measured water loss (IPM) continue to decline, reaching 22.9% and 30.5%, respectively, for the quarter. This decline was expected by the Company, due to the investments that have been made under the Corporate Program for Reduction of Water Loss, and it is also the result of nighttime pressure control measures along the network, which are necessary due to the water shortage situation.

 

With respect to the volume produced, there has been a marked decrease of 8.9% for the quarter and 4.1% for the year, resulting from the Water Consumption Reduction Incentive Program, which covers the entire Metropolitan Region of São Paulo.

 

 

 

Page 20 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   

 

 

Operating indicators *

3Q14

3Q13

%

Water connections (1)

8,156

7,833

4.1

Sewage connections (1)

6,607

6,278

5.2

Population directly served - water (2)

25.2

24.5

2.9

Population directly served - sewage (2)

22.2

21.3

4.2

Number of employees

14,766

15,097

(2.2)

Water volume produced in the quarter(3)

692

760

(8.9)

Water volume produced in the first 9-months(3)

2,180

2,274

(4.1)

IPF - Non-revenue water loss (%)

22.9

25.0

(8.4)

IPM - Micro-measured water loss (%)

30.5

31.5

(3.2)

(1)        Total connections, active and inactive, 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

(*)        Unaudited

 

9.2. Financial

 

 

     

Economic Indexes * (quarter end)

3Q14

3Q13

Amplified Consumer Price Index (IPCA) - %

0.57

0.35

Referential Rate (TR) - %

0.0873

0.0079

Interbank Deposit Certificate (CDI) - %

10.81

8.71

US DOLAR (R$)

2.4510

2.2300

YEN (R$)

0.02235

0.02268

                (*)     Unaudited

 

 

 

Page 21 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form – 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
Comments on the Company’s Performance   

 

 

10. Loans and financing

 

 

               

R$ million

INSTITUTION

2014

2015

2016

2017

2018

2019

2020 and onwards

Total

Local market

 

 

 

 

 

 

 

 

Caixa Econômica Federal

18.1

66.4

66.7

70.0

73.9

77.1

694.6

1,066.8

Debentures

6.0

631.3

273.4

792.4

481.9

554.9

607.4

3,347.3

Debentures BNDES

19.7

37.8

37.8

37.8

37.8

37.8

34.9

243.6

Debentures FI FGTS

11.4

45.4

45.4

45.4

45.4

45.4

249.3

487.7

BNDES

12.4

52.2

63.4

66.7

66.7

66.7

284.3

612.4

Commercial Leasing

4.0

16.6

17.1

18.2

17.8

20.0

365.7

459.4

Others

0.2

0.6

0.7

0.7

0.5

-

-

2.7

Interest and charges

63.2

61.5

-

-

-

-

-

124.7

Local market total

135.0

911.8

504.5

1,031.2

724.0

801.9

2,236.2

6,344.6

International market

 

 

 

 

 

 

 

 

BID

34.2

93.5

93.5

127.1

65.5

65.6

789.2

1,268.6

BIRD

-

-

-

-

-

3.7

108.3

112.0

Eurobonds

-

-

342.9

-

-

-

852.7

1,195.6

JICA

-

48.9

48.9

49.4

49.9

61.0

696.4

954.5

BID 1983AB

-

58.7

58.7

58.7

58.4

43.3

98.2

376.0

Interest and charges

36.3

4.5

-

-

-

-

40.8

International market total

70.5

205.6

544.0

235.2

173.8

173.6

2,544.8

3,947.5

Total

205.5

1,117.4

1,048.5

1,266.4

897.8

975.5

4,781.0

10,292.1

 

 

11. Capex

In 3Q14 the Company invested R$ 971.6 million, totaling R$ 2.3 billion invested in 2014.

 

.

 

Page 22 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

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, 2014, the Company operated water and sewage services in 364 municipalities of the State of São Paulo. Most of these municipalities operations are based on 30-year concession, program and services contracts. The Company has two partial contracts with the municipality of Mogi das Cruzes, however, since most of municipality is serviced by wholesale, it was not included in the 364 municipalities. On September 30, 2014, the Company had 366 contracts.

 

SABESP is not temporarily operating in some municipalities due to judicial orders. The lawsuits in progress refer to Álvares Florense, Cajobi, Embaúba, Iperó and Macatuba, and the carrying amount of these municipalities' intangible assets was R$11,330 as of September 30, 2014.

 

As of September 30, 2014, 54 concession agreements had expired and are being negotiated. From 2014 to 2030, 38 concession agreements will expire. Management believes that concession agreements 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, 2014, 274 program and services contracts were signed (266 contracts on December 31, 2013).

 

As of September 30, 2014, the carrying amount of the underlying assets used in the 54 concessions of the municipalities under negotiation totaled R$6,069,934, accounting for 23.99% of total, and the related gross revenue for the nine-month period then ended totaled R$1,419,475 on September 30, 2014, accounting for 16.05% of total.

 

The Company's operations are concentrated in the municipality of São Paulo, which represents 50.00% of the gross revenues on September 30, 2014 (51.56% on September 30, 2013) and 42.39% of intangible assets (42.46% on December 31, 2013). 

 

On June 23, 2010, the State of São Paulo, the municipality of São Paulo, the Company and the regulatory agency “Sanitation and Energy Regulatory Agency – ARSESP” 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.

 

Page 23 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

Also, on June 23, 2010, the State of São Paulo, the city of São Paulo and SABESP signed the “Public service provision agreement of water supply and sewage services”, a 30-year concession agreement 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 City;

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.

 

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 the companies that formed it. As of September 30, 2014, the carrying amount of the municipality of Santos’ intangible assets was R$204,823 (R$340,530 on December 31, 2013) and gross revenue in the nine-month period ended September 30, 2014 was R$170,712 (R$182,983 on September 30, 2013).

 

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 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 SBS code, since May 2002. In 2007, SABESP adhered to the Corporate Sustainability Index, or ISE of BM&FBovespa, which reflects the high level of commitment with sustainable development and 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.

 

Water shortage – SABESP’s operations have been influenced by record heat seen in the metropolitan region of São Paulo and the lowest rainfall and inflow never seen in 84 years at the reservoirs composing the Cantareira System, which are in level below that one seen in the historical series, and these reservoirs when water shortage began were liable for the direct supply of approximately 8.8 million people. In order to deal with this situation and maintain the non-stop supply Sabesp is:

 

Page 24 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

·         Taking water from the Cantareira System’s technical reserve, which is the water availability below the capture by gravity;

 

·         Adopting economic incentives to stimulate households of the Greater São Paulo to reduce water consumption;

 

·         Transposing water between reservoirs to currently supply approximately 2.5 million consumers located in regions historically served by the Cantareira System;

 

·         Intensifying the advertising campaigns towards the rational use of water;

 

·         Investing in operational measures to reduce losses, expand sectorization and control pressure at night in the network;

 

·         Anticipating investments to expand water safety.

 

It is worth mentioning that the water reservation capacity relies on several factors, such as levels of rain, temperature and atmospheric humidity, as well as the type and humidity of soil in water sources regions.

 

See other disclosures about this matter in the Note 23 – operating revenue and Note 29 – events after the reporting period.

 

The interim financial information was approved by the Board of Directors on November 13, 2014.

 

 

2             Basis of preparation and presentation of the interim financial information

 

Presentation of the quarterly financial information

 

The quarterly financial information as of September 30, 2014 was prepared based on the provisions of CPC 21 (R1) – Interim Financial Information and the international standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), applicable to the preparation of Quarterly Information Form– ITR and they are fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). Therefore, this Interim Financial Information takes into consideration the official letter CVM/SNC/SEP 003 of April 28, 2011, which allows the entities to present selected notes to the financial statements, in cases of redundant information already disclosed in the Annual Financial Statements. The interim financial information for the nine-month period ended September 30, 2014, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the financial statements as of December 31, 2013, prepared pursuant to the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB and pursuant to the accounting practices adopted in Brazil which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee- CPC.

 

Page 25 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

 

 

2.1  Accounting policies

 

The accounting policies used in the preparation of the quarterly financial information for the quarter ended September 30, 2014 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2013. These policies are disclosed in Note 3 to the Annual Financial Statements.

 

 

3             Financial Risk Management

 

 

3.1  Financial risk factors

 

 

The Company's activities are affected by Brazilian economic scenario, making it exposed to market risk, 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 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 currency 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 mainly 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 currency risks are related to exposures caused by its current and non-current debts denominated in foreign currency.

 

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

 

 

Page 26 of 81


 
 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

This risk arises from the possibility that the Company may incur in 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 or any 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 indexed to the U.S. dollar and Yen, in the total amount of R$3,965,481 on September 30, 2014 (R$3,715,645 in December 2013). Below, the Company’s exposure to foreign exchange risk:

 

 

September 30,2014

 

December 31, 2013

 

Foreign currency

 

R$

 

Foreign currency

 

R$

 

 

 

 

 

 

 

 

Loans and financing– US$

1,210,992

 

2,968,141

 

1,181,256

 

2,767,210

Loans and financing – Yen

42,798,185

 

956,539

 

41,504,249

 

926,790

Interest and charges from loans and financing – US$

 

 

38,436

 

 

 

14,512

Interest and charges from loans and financing– Yen

 

 

2,365

 

 

 

7,133

Total exposure

 

 

3,965,481

 

 

 

3,715,645

Financing cost

 

 

(17,989)

 

 

 

(17,092)

Total loans in foreign currency

 

 

3,947,492

 

 

 

3,698,553

 

As of September 30, 2014, 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 the nine-month period ended September 30, 2014 would have been R$396,548 (R$371,564 in December 2013), 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 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, 2014 (Liabilities) in US$

 

1,210,992

 

1,210,992

 

1,210,992

 

 

 

 

 

 

 

US$ rate on September 30, 2014

 

2.4510

 

2.4510

 

2.4510

Exchange rate estimated according to the scenario

 

2.4500

 

3.0625

 

3.6750

Difference between the rates

 

0.0010

 

(0.6115)

 

(1.2240)

 

 

 

 

 

 

 

Effect on net financial result in R$- (loss)

 

1,211

 

(740,522)

 

(1,482,254)

 

 

 

 

 

 

 

Net currency exposure on September 30, 2014 (Liabilities) in Yen

 

42,798,185

 

42,798,185

 

42,798,185

 

 

 

 

 

 

 

Yen rate on September 30, 2014

 

0.022350

 

0.022350

 

0.022350

Exchange rate estimated according to the scenario

 

0.023461

 

0.029327

 

0.035192

Difference between the rates

 

(0.001111)

 

(0.006977)

 

(0.012842)

 

 

 

 

 

 

 

Effect on net financial result in R$- (loss)

 

(47,549)

 

(298,603)

 

(549,614)

 

 

 

 

 

 

 

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

 

(46,338)

 

(1,039,125)

 

(2,031,868)

 

 

 

 

 

 

 

 

Page 27 of 81


 
 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(*) The probable scenario in foreign currency (US dollar and Yen) considered the average exchange rate for the 12-month period after September 30, 2014, according to BM&FBovespa.

 

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 hedge against this risk; however continually monitors market interest rates, in order to evaluate the possible need to replace its debt.

 

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

 

 

 

September 30,2014

 

December 31, 2013

 

 

 

 

 

TR(i)

 

1,557,979

 

1,646,546

CDI(ii)

 

1,712,010

 

1,212,010

TJLP(iii)

 

1,017,881

 

990,273

IPCA(iv)

 

1,481,779

 

1,413,629

LIBOR(v)

 

1,750,128

 

1,599,815

Interest and charges

 

132,067

 

120,839

Total

 

7,651,844

 

6,983,112

 

(i) TR – Interest Benchmark Rate

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

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

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

(v) LIBOR - London Interbank Offered Rate

 

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 the inflation indexes to adjust loans, financing and interest rates affecting the Company's indebtedness.

 

 

Page 28 of 81


 
 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

On September 30, 2014, if interest rates on loans and financing 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, 2014, before taxes would have been R$76,518 (R$69,831 in December 2013) lower or higher, mainly as a result of a lower or higher interest expense on floating rate loans and financing.

 

(b)         Credit risk

 

Credit risk arises from cash and cash equivalents, deposits in banks and financial institutions, as well as credit exposures to wholesale basis and retail customers, including outstanding accounts receivable, restricted cash, accounts receivable from related parties and indemnities. Credit risk exposure is mitigated by sales to a dispersed customer base.

 

The maximum exposures to credit risk at the reporting date are the carrying amounts of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade accounts receivable and accounts receivable from related parties in the balance sheet date, as per 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 may 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 internal policy of market risk management:

 

 

September 30, 2014

 

December 31, 2013

 

Cash at bank and short-term bank deposits

 

 

 

 

AAA(bra)

1,858,452

 

1,781,327

 

Other (*)

1,238

 

674

 

 

1,859,690

 

1,782,001

 

 

(*)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:

 

Banks

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

Brazilian Federal Savings Bank

AAA (bra)

 

Aaa.br

 

brAAA

Banco Bradesco S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

 

Aaa.br

 

brAAA

 

 

Page 29 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(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 Capex and operating expenses 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 financial assets and liabilities of the Company, into relevant maturities, including the installment of principal and interest to be paid according to the agreement.

 

 

 

October to December 2014

 

2015

 

2016

 

2017

 

2018

 

2019 onwards

 

Total

As of September 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

258,933

 

1,648,317

 

1,574,334

 

1,711,613

 

1,276,094

 

7,612,242

 

14,081,533

Accounts payable to suppliers and contractors

 

314,280

 

-

 

-

 

-

 

-

 

-

 

314,280

Services payable

 

327,774

 

-

 

-

 

-

 

-

 

-

 

327,774

Public-private partnership (PPP)

 

10,902

 

43,607

 

43,607

 

43,607

 

282,673

 

4,930,579

 

5,354,975

Program contract commitments

 

76,144

 

129,878

 

3,225

 

884

 

784

 

16,953

 

227,868

 

     

 

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019 onwards

 

Total

As of December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

1,186,907

 

1,545,451

 

1,458,618

 

1,125,401

 

1,186,483

 

6,860,587

 

13,363,447

Accounts payable to suppliers and contractors

 

275,051

 

-

 

-

 

-

 

-

 

-

 

275,051

Services payable

 

323,208

 

-

 

-

 

-

 

-

 

-

 

323,208

Public-private partnership (PPP)

 

43,607

 

43,607

 

43,607

 

43,607

 

282,673

 

4,930,579

 

5,387,680

Program contract commitments

 

85,277

 

77,772

 

3,452

 

1,110

 

1,010

 

22,251

 

190,872

 

 

 

 

 

 

Page 30 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

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 base dates above.

 

Cross default

 

The Company has loan agreements including cross default clauses, i.e., the early maturity of any Company’s debt will imply the early maturity of these agreements. The indicators are continuously monitored in order 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 to measure the impact of changes in the market over the financial instruments of the Company, considering constant all other variables. In the time of settlement the amounts can be different from those presented above, due to the estimates used in the measurement.

 

 

September 30, 2014

Indicators

 

Exposure

 

Scenario I

(Probable) (i)

 

Scenario II

(25%)

 

Scenario III

(50%)

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

CDI

 

1,779,122

 

11.4100%(*)

 

8.5575%

 

5.7050%

Financial income

 

 

 

202,998

 

152,248

 

101,499

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

CDI

 

1,712,010

 

11.4100%(*)

 

8.5575%

 

5.7050%

Interest to be incurred

 

 

 

(195,340)

 

(146,505)

 

(97,670)

 

 

 

 

 

 

 

 

 

CDI net exposure

 

 

 

7,658

 

5,743

 

3,829

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

TR

 

1,557,979

 

0.0124%(*)

 

0.0155%

 

0.0186%

Expenses to be incurred

 

 

 

(193)

 

(241)

 

(290)

 

 

 

 

 

 

 

 

 

IPCA

 

1,481,779

 

6.3000%(*)

 

7.8750%

 

9.4500%

Expenses to be incurred

 

 

 

(93,352)

 

(116,690)

 

(140,028)

 

 

 

 

 

 

 

 

 

TJLP

 

1,017,881

 

5.0000%(*)

 

6.2500%

 

7.5000%

Interest to be incurred

 

 

 

(50,894)

 

(63,618)

 

(76,341)

 

 

 

 

 

 

 

 

 

LIBOR

 

1,750,128

 

(0.3508)%(**)

 

(0.4384)%

 

(0.5261)%

Interest to be incurred

 

 

 

(6,139)

 

(7,673)

 

(9,208)

 

 

 

 

 

 

 

 

 

Total net expenses to be incurred

 

 

 

(142,920)

 

(182,479)

 

(222,038)

 

 

 

 

 

 

 

 

 

(*) Source: Focus Report – BACEN, September 30, 2014

(**) Source: Bloomberg

 

Page 31 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(i)    Refers to the scenario of interest to be incurred for the 12 months as of September 30, 2014 or until the maturity of the agreements, 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 leverage ratio. This ratio corresponds to net debt divided by total capital. Net debt corresponds to total loans and financing 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, 2014

 

December 31, 2013

 

 

 

 

 

Total loans and financing

 

10,292,073

 

9,450,074

Less: cash and cash equivalents

 

(1,859,690)

 

(1,782,001)

 

 

 

 

 

Net debt

 

8,432,383

 

7,668,073

Total equity

 

13,759,448

 

12,930,801

 

 

 

 

 

Total capital

 

22,191,831

 

20,598,874

 

 

 

 

 

Leverage ratio

 

38%

 

37%

 

On September 30, 2014, the leverage ratio increased to 38% from the 37% as of December 31, 2013, due to increase in loans and financing, deriving from the 19th issue of debentures and the exchange rate effect (higher quote of the US dollar and Yen).

 

 

 

 

Page 32 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

3.3 Fair value estimates

 

It is assumed that balances from trade accounts receivable (current) and accounts payable to suppliers 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, 2014 and December 31, 2013, the Company did not have financial assets classified into the fair value categories through profit or loss, held to maturity and available for sale. The Company’s financial instruments included in the loans and receivables category comprise cash and cash equivalents, trade accounts receivable, balances with related parties, other accounts receivable, balances receivable from the Water National Agency – ANA, contractors and suppliers, loans and financing, balances payable deriving from the 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:

 

Financial assets

 

 

September 30, 2014

 

December 31, 2013

 

Carrying amount

 

Fair

value

 

Carrying amount

 

Fair

value

Cash and cash equivalents

1,859,690

 

1,859,690

 

1,782,001

 

1,782,001

Restricted cash

20,580

 

20,580

 

10,333

 

10,333

Trade accounts receivable

1,337,284

 

1,337,284

 

1,515,565

 

1,515,565

Accounts receivable from related parties

223,577

 

223,577

 

265,312

 

265,312

Water National Agency – ANA

119,576

 

119,576

 

107,003

 

107,003

Other accounts receivable

174,039

 

174,039

 

155,991

 

155,991

 

 

 

 

Page 33 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

Financial liabilities

 

September 30, 2014

 

December 31, 2013

 

Carrying amount

 

Fair

value

 

Carrying amount

 

Fair

value

Loans and financing

10,292,073

 

10,205,595

 

9,450,074

 

9,439,094

Accounts payable to suppliers and contractors

314,280

 

314,280

 

275,051

 

275,051

Services payable

327,774

 

327,774

 

323,208

 

323,208

Program contract commitments

211,838

 

211,838

 

166,038

 

166,038

Public-private partnership - PPP

378,655

 

378,655

 

342,508

 

342,508

 

 

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

 

(i)       Agreements with CEF (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&FBovespa.

 

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

 

(iii)     BNDES financing are financial instruments valued at carrying amount plus contractual interest rate till mature date, and are indexed by long term interest rate – TJLP.

 

These financing have specific characteristics and the conditions defined in the financing 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 financing, 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 plus contractual interest rate till mature date, discounted to present value considering a future interest rate published by BM&FBovespa.

 

(v)     Agreements with IDB and 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 of September 30, 2014.

 

(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 of September 30, 2014.

 

 

Page 34 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

(vii) Leases are financial instruments considered 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, 2014.

 

Considering the nature of other financial instruments, assets and liabilities of the Company, the balances recognized in the statement of financial position approximate the fair values, taking into account the maturities close to the end of the reporting period, comparison of contractual interest rates with market rates in similar operations at the end of the reporting periods, their nature and maturity terms.

 

 

4             Critical 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 in relation to what was presented in the Annual Financial Statements as of December 31, 2013, as per Note 5.

 

 

 

Page 35 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

5             Cash and Cash Equivalents

 

 

September 30, 2014

 

December 31, 2013

 

 

 

 

 

 

Cash and banks

80,568

 

189,836

 

Cash equivalents

1,779,122

 

1,592,165

 

 

 

1,859,690

 

1,782,001

 

 

Cash and cash equivalents include cash, bank deposits and high-liquidity short-term financial investments, mainly represented by repurchase agreements (accruing CDI interest rates), deposited at Banco do Brasil, whose original maturities are lower than three months, which are convertible into a cash amount and subject to an insignificant risk of change in value.

 

The average yield of financial investments corresponds to 99.74% of CDI in September 2014 (100.00% in December 2013).

 

6             Restricted cash

 

On September 30,2014, the Company’s restricted cash, under current assets, totaled R$20,580, mainly referring to the agreement with the local government of the city of São Paulo, in which the Company transfers 7.5% of the Municipal revenue to the Municipal Fund (December 2013 – R$10,333).

 

 

7             Trade Accounts Receivable

 

(a)         Equity balances

 

 

 

September 30, 2014

 

December 31, 2013

Private sector:

 

 

 

 

General and special customers (i) (ii)

 

855,345

 

1,008,335

Agreements (iii)

 

295,705

 

287,662

 

 

 

 

 

 

 

1,151,050

 

1,295,997

Government entities:

 

 

 

 

Municipal

 

526,934

 

511,967

Federal

 

3,980

 

4,292

Agreements (iii)

 

187,275

 

167,642

 

 

 

 

 

 

 

718,189

 

683,901

Wholesale customers – Municipal governments: (iv)

 

 

 

 

Guarulhos

 

741,428

 

661,908

Mauá

 

368,289

 

327,451

Mogi das Cruzes

 

2,329

 

15,430

Santo André

 

773,359

 

700,550

São Caetano do Sul

 

2,044

 

2,114

Diadema (*)

 

224,433

 

210,406

 

 

 

 

 

Total wholesale customers – Municipal governments

 

2,111,882

 

1,917,859

 

 

 

 

 

Unbilled supply

 

400,290

 

474,492

 

 

 

 

 

Subtotal

 

4,381,411

 

4,372,249

Allowance for doubtful accounts

 

(3,044,127)

 

(2,856,684)

 

 

 

 

 

Total

 

1,337,284

 

1,515,565

 

 

 

 

 

Current

 

1,158,920

 

1,120,053

Noncurrent

 

178,364

 

395,512

 

 

 

 

 

 

 

1,337,284

 

1,515,565

 

Page 36 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(*) On March 18, 2014, the State of São Paulo, the municipality of Diadema and SABESP entered into a “Water Supply and Sewage Public Utility Services Agreement” in the municipality of Diadema. Through this contract, the State of São Paulo and the municipality of Diadema have ensured to SABESP (or subsidiary) exclusive rights to render services for a 30-year term.

 

On this same date, judicial settlements were signed in lawsuits filed by SABESP against the municipality of Diadema and Saned – a municipal company. Through these settlements, SABESP, the municipality of Diadema and Saned agree to suspend the execution of suits to collect receivables related to water supply at wholesale and collection of indemnity debt. The debts will progressively decrease throughout a 30-year period, under the condition that there is a full compliance with the agreements and provision of services contract.

 

This balance is fully accrued as losses.

 

From January to September 2014, there were no relevant changes in relation to the operations presented in the financial statements as of December 31, 2013.

 

 

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

 

Page 37 of 81


 
 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(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 questioning 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.

 

 

Nine-month period ended September 30, 2014

 

Year ended

December 31, 2013

Balance at the beginning of the period

1,917,859

 

1,677,727

Services provided

291,918

 

424,018

Receipts – services in current year

(38,819)

 

(160,944)

Receipts – services in previous years

(59,076)

 

(22,942)

 

 

 

 

Balance at the end of the period

2,111,882

 

1,917,859

 

 

 

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

 

 

September 30, 2014

 

December 31, 2013

Current

1,042,348

 

1,243,156

Past-due:

 

 

 

Up to 30 days

168,883

 

191,668

From 31 to 60 days

89,932

 

105,542

From 61 to 90 days

62,241

 

60,868

From 91 to 120 days

55,500

 

51,932

From 121 to 180 days

115,016

 

90,498

From 181 to 360 days

182,072

 

149,242

Over 360 days

2,665,419

 

2,479,343

 

 

 

 

Total past-due

3,339,063

 

3,129,093

 

 

 

 

Total

4,381,411

 

4,372,249

The increase in the balance overdue is mainly due to accounts receivable at wholesale where municipalities served are challenging in court the tariffs charged by SABESP. These amounts are covered by the allowance for doubtful accounts.

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(c)         Allowance for doubtful accounts

 

 

September 30, 2014

 

September 30, 2013

Balance at the beginning of the period

2,856,684

 

2,723,408

Private sector/government entities

53,004

 

69,335

Recoveries

(111,011)

 

(34,322)

Wholesale customers

245,450

 

161,230

 

 

 

 

 

 

 

 

Additions for the period

187,443

 

196,243

 

 

 

 

Balance at the end of the period

3,044,127

 

2,919,651

 

 

 

 

 

 

 

Reconciliation of provision for losses of income

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

Losses (write-off)

22,521

 

42,604

 

13,472

 

45,478

Provision for state entities (related parties)

-

 

795

 

2,474

 

3,433

Provision for private sector/government entities

18,075

 

53,004

 

23,442

 

69,335

Provision for wholesale supply

26,700

 

69,296

 

-

 

-

Recoveries

(88,936)

 

(111,011)

 

(11,703)

 

(34,322)

 

 

 

 

 

 

 

 

Balance

(21,640)

 

54,688

 

27,685

 

83,924

 

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

 

 

 

Page 39 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

8             Related Party Balances and Transactions

 

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

 

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

 

 

September 30, 2014

 

December 31, 2013

Accounts receivable

 

 

 

Current:

 

 

 

Water and sewage services

106,666

 

110,615

Allowance for losses

(47,469)

 

(46,674)

Reimbursement for pension benefits paid -

 

 

 

GESP Agreement

39,201

 

39,201

Reimbursement for pension benefits paid -

 

 

 

Monthly flow

7,018

 

9,399

Se Liga na Rede” (Connect to the Network Program)

17,068

 

22,314

 

 

 

 

Total current

122,484

 

134,855

 

 

 

 

Noncurrent:

 

 

 

Reimbursement for pension benefits paid -

 

 

 

GESP Agreement

101,093

 

130,457

 

 

 

 

Total noncurrent

101,093

 

130,457

 

 

 

 

Total receivables from shareholder

223,577

 

265,312

 

 

 

 

Assets:

 

 

 

Water and sewage services

59,197

 

63,941

Reimbursement of additional retirement and pension benefits

147,312

 

179,057

“Se Liga na Rede” (Connect to the Network Program) (l)

17,068

 

22,314

 

 

 

 

Total

223,577

 

265,312

 

 

 

 

Liabilities:

 

 

 

Interest on shareholders’ equity payable to related parties

-

 

229,605

 

 

Page 40 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

Revenue from water and sewage services

 

 

 

 

 

 

 

Water supply

51,754

 

168,455

 

59,811

 

177,568

Sewage services

46,210

 

149,479

 

52,173

 

155,444

Payments received from related parties

(101,132)

 

(323,312)

 

(106,987)

 

(321,823)

 

 

 

 

 

 

 

 

Receipt of GESP reimbursement referring to Law 4819/58

(29,694)

 

(89,031)

 

(26,908)

 

(81,263)

 

 

In the period between January and September 2014, there were no relevant changes in relation to the operations presented in the financial statements as of December 31, 2013. See further details and explanations about the nature of related party transactions in Note 9 to the Financial Statements as of December 31, 2013.

 

(b)         Contingent assets - GESP (not recorded)

 

On September 30, 2014 and December 31, 2013, SABESP had contingent assets with GESP, not recorded in assets referring to the additional retirement and pension paid (Law 4,819/58), as follows:

 

 

September 30, 2014

 

December 31, 2013

Controversial amounts receivable

762,104

 

716,196

Undisputed amount referring to the transfer to SABESP of reservoirs at Alto Tietê system (original value)

696,283

 

696,283

Total

1,458,387

 

1,412,479

 

During the period from January to September 30, 2014, there were neither relevant changes in the negotiations nor in the progress of legal proceedings. See further details and explanations about the nature of these contingent assets in Note 9 (vii) to the Financial Statements as of December 31, 2013.

 

(c)         Use of reservoirs - EMAE

 

Empresa Metropolitana de Águas e Energia S.A. - EMAE plans to receive for the credit and to obtain financial compensation for the use of water from the Guarapiranga and Billings reservoirs, which SABESP uses 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 given the grants already made. Should these reservoirs not be available for use to the Company, there could be the need to collect water in more distant places. There is a risk of not properly rendering services in the region, besides increasing water supply cost.

 

 

 

Page 41 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

Several lawsuits were filed by EMAE, among them a lawsuit to create an arbitration clause related to the Guarapiranga reservoir, a proceeding which had already started and another one, equally pleading for financial compensation due to SABESP’s water collect from Billings reservoir for public supply, these two lawsuits alleging that this conduct has been causing permanent and growing loss in the capacity of generating electricity of Henry Borden hydroelectric power plant with financial losses.

 

SABESP understands that the expectation for all cases is of possible losses, and for the time being, it is not feasible to estimate the amounts involved, since they were not determined.

 

On April 10, 2014, we issued a Notice to the Market including the information we have been discussing with EMAE about any future agreement. However, no adjustment was confirmed up to date and no agreement was executed by either party up to date.

(d)         Agreements with reduced tariffs with State and Municipal Government Entities that joined 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 not in default. These agreements provide for the implementation of the rational water use program, which takes into consideration the reduction in the consumption of water.

 

(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.

 

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

 

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully passed on and monetarily reimbursed. From July to September 2014 and in 2013, the expenses related to personnel assigned by SABESP to other state government entities amounted to R$2,321 and R$3,254, respectively, and from January to September 2014 and 2013, R$7,387 and R$9,722 were paid, respectively.

 

From July to September 2014 and in 2013, expenses related to personnel assigned by other entities to SABESP totaled R$87 and R$79, respectively, and from January to September 2014 and 2013, expenses totaled R$296 and R$611, respectively.

 

(g)         Services obtained from state government entities

 

As of September 30, 2014 and December 31, 2013, SABESP had an outstanding amounts payable of R$1,477 and R$1,791, respectively, for services rendered by São Paulo State Government entities.

 

 

 

 

Page 42 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

(h)         Non-operating assets

 

As of September 30, 2014 and December 31, 2013, the Company had an amount of R$969 related to a 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, 2014 amounted to R$578,633 (R$546,748 in December 2013), according to Note 18 (b).

 

(j)          Compensation of Management Key Personnel

 

Expenses related to the compensation to the members of its Board of Directors and Officers amounted to R$837 and R$844 for the third quarter of 2014 and 2013, respectively. From January to September 2014 and 2013, R$2,456 and R$2,468 were accrued, respectively and they refer to short-term benefits. An additional amount of R$120, related to the Officers’ bonus program, was recorded from July to September 2014 (R$140 – July to September 2013). From January to September 2014 and 2013, R$373 and R$426 were accrued, respectively.

 

(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., Aquapolo Ambiental S.A. and Attend Ambiental S.A. to finance the operations of these companies, until the loans and financing requested with financial institutions is cleared.

 

The agreements executed with SPEs Águas de Andradina S.A. and Águas de Castilho S.A., were settled in 3Q14. The other agreements executed with Aquapolo Ambiental S.A., on March 30, 2012 and Attend Ambiental S.A. on May 9, 2014, remain with the same characteristics, as follows:

 

SPE

 

Credit limit

 

Principal disbursed amount

 

Interest balance

 

Total

 

Interest rate

 

Maturity

Attend Ambiental S.A.

 

5,400

 

5,400

 

279

 

5,679

 

SELIC + 3.5 % p.a.

 

(*)

Aquapolo Ambiental S.A.

 

5,629

 

5,629

 

2,243

 

7,872

 

CDI + 1.2% p.a.

 

4/30/2016

Aquapolo Ambiental S.A.

 

19,000

 

19,000

 

6,303

 

25,303

 

CDI + 1.2% p.a.

 

4/30/2015

Total

 

30,029

 

30,029

 

8,825

 

38,854

 

 

 

 

 

 

 

 

 

Page 43 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

(*) The loan agreement with SPE Attend Ambiental S/A matures within 180 days, from the date when the respective amount is available in the borrower’s account, renewable for the same period. Credit facility will be available to the borrower up to December 31, 2014.

 

The amount disbursed is recognized in Assets under “Other Receivables” and amounts to R$24,400 for principal and R$6,582 for interest recognized in Current Assets and R$5,629 for principal and R$2,243 for interest in Noncurrent Assets. As of September 30, 2014, the balance of principal and interest rates of these agreements is R$38,854 (R$32,058 as of December/2013). In the period between January and September 2014, financial income recognized was R$3,711 (R$2,435 from January to September 2013).

 

(l)           Se Liga na Rede (Connect to the Network Program)

 

The State Government enacted the State Law nº 14,687/12, creating the pro-connection program, destined to financially subsidize the execution of household branches necessary to connect to the sewage collecting networks, in low income households which agreed to adhere to the program. The program expenditures are financed with 80% of funds deriving from the State Government and the remaining 20% invested by SABESP, which is also liable for the execution of works. On September 30, 2014, the year-to-date program total amount was R$61,596, R$17,068 recorded in balances receivable from related parties, the amount of R$23,161 recorded in the group of intangible assets and R$21,367 reimbursed by GESP.

 

 

9             Water National Agency - ANA

 

Refers to agreements executed within the scope of the Hydrographic Basin Depollution Program (PRODES), also known as "Treated Sewage Purchase Program".

 

This program does not finance works or equipment, remunerates by results achieved, i.e., by effectively treated sewage. In this program, the Water National Agency (ANA) makes available funds, which are restricted to a specific current account and applied in investment funds at the Caixa Econômica Federal - Federal Savings Banks (CEF), until the fulfillment of treated sewage volume is evidenced, as well as, the reduction of polluting cargoes of each agreement.

 

On September 30, 2014, the balances of assets and liabilities were R$119,576 (December 2013 – R$107,003), and the liabilities are recorded under "Other liabilities" of noncurrent liabilities.

 

10           Investments

 

The Company holds interest valued by the equity accounting in the following investees: Sesamm – Serviços de Saneamento de Mogi Mirim S.A., Águas de Andradina S.A., Águas de Castilho S.A., Saneaqua Mairinque S.A., Aquapolo Ambiental S.A. and Attend Ambiental S.A..

 

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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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

See information about these companies’ activities in Note 11 to the Financial Statements as of December 31, 2013. In the quarter ended September 30, 2014, there were no relevant changes in the operations of these investees.

 

See below a summary of financial information of these investees:

 

Company

Investments

 

Equity in the earnings of subsidiaries

 

Interest percentage

 

Equity

 

Profit or loss for the period

 

September 30, 2014

December 31, 2013

 

September 30, 2014

September 30, 2013

 

September 30, 2014

December 31, 2013

 

September 30, 2014

December 31, 2013

 

September 30, 2014

September 30, 2013

                             

Sesamm

9,188

8,239

 

949

788

 

36%

36%

 

25,522

22,884

 

2,638

2,189

Águas de Andradina

1,091

1,087

 

4

174

 

30%

30%

 

3,635

3,622

 

13

581

Águas de Castilho

751

619

 

132

171

 

30%

30%

 

2,504

2,064

 

440

569

Saneaqua Mairinque

889

931

 

(42)

(51)

 

30%

30%

 

2,963

3,102

 

(139)

(171)

Attend Ambiental

1,472

2,707

 

(1,235)

(1,140)

 

45%

45%

 

3,271

6,016

 

(2,745)

(2,533)

Aquapolo Ambiental

8,212

9,506

 

(1,294)

1,534

 

49%

49%

 

16,760

19,400

 

(2,640)

3,131

Total

21,603

23,089

 

(1,486)

1,476

 

 

 

 

54,655

57,088

 

(2,433)

3,766

 

Other investments

595

571

 

 

 

 

 

 

 

 

 

 

 

 

 

Overall total

22,198

23,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11            Investment properties

 

On September 30, 2014, the balances of “Investment properties” are R$54,039 (December/2013 – R$54,039). On September 30, 2014 and December 31, 2013, the market value of these properties is approximately R$327,000 and R$296,000.

 

 

12           Intangible Assets

 

(a)         Equity balances 

 

September 30, 2014

 

December 31, 2013

 

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

 

Intangible right arising from:

 

 

 

 

 

 

 

 

 

 

 

 

Agreements – equity value

8,718,463

 

(1,573,467)

 

7,144,996

 

8,578,886

 

(1,499,096)

 

7,079,790

 

Concession agreements – economic value

1,640,357

 

(381,915)

 

1,258,442

 

1,529,096

 

(342,950)

 

1,186,146

 

Program contracts

7,121,680

 

(1,912,127)

 

5,209,553

 

6,473,507

 

(1,804,940)

 

4,668,567

 

Program contracts– commitments

808,662

 

(99,017)

 

709,645

 

693,029

 

(79,709)

 

613,320

 

Services contracts– São Paulo

12,528,149

 

(1,802,859)

 

10,725,290

 

11,555,381

 

(1,430,778)

 

10,124,603

 

Software licenses

309,219

 

(54,990)

 

254,229

 

209,156

 

(35,351)

 

173,805

 

Total

31,126,530

 

(5,824,375)

 

25,302,155

 

29,039,055

 

(5,192,824)

 

23,846,231

 

 

 

Page 45 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(b)         Changes

 

 

December 31, 2013

 

Additions

 

Agreement renewal

 

Provision for write-off

 

Transfer to property and equipment

 

Write-offs and disposals

 

Amortization

 

September 30, 2014

Intangible assets arising from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agreements – equity value

7,079,790

 

459,716

 

(165,093)

 

(26,449)

 

(33,981)

 

(3,343)

 

(165,644)

 

7,144,996

Concession agreements – economic value

1,186,146

 

111,502

 

-

 

(49)

 

(71)

 

(54)

 

(39,032)

 

1,258,442

Program contracts

4,668,567

 

652,146

 

165,093

 

(3,731)

 

(123,621)

 

(5,711)

 

(143,190)

 

5,209,553

Program contracts – commitments

613,320

 

115,633

 

-

 

-

 

-

 

-

 

(19,308)

 

709,645

Services contracts – São Paulo

10,124,603

 

828,960

 

-

 

(17,895)

 

112,336

 

(19,491)

 

(303,223)

 

10,725,290

Software licenses

173,805

 

115,907

 

-

 

-

 

-

 

-

 

(35,483)

 

254,229

Total

23,846,231

 

2,283,864

 

-

 

(48,124)

 

(45,337)

 

(28,599)

 

(705,880)

 

25,302,155

 

 

In the first half of 2014, the Company formalized program contracts with the municipalities of Itapevi, Jaborandi, Lucélia, Parapuã, Piedade, Rosana and Registro, and signed a program contract with the municipality of Diadema, all of them for a 30-year term. No formalization took place in the third quarter of 2014.

 

(c)         Construction services

 

 

From July to September 2014

 

From January to September 2014

 

Water supply

 

Sewage services

 

Total

 

Water supply

 

Sewage services

 

Total

Construction revenue

374,240

 

425,491

 

799,731

 

873,204

 

1,136,503

 

2,009,707

Construction costs incurred

366,217

 

416,026

 

782,243

 

855,403

 

1,111,529

 

1,966,932

Margin

8,023

 

9,465

 

17,488

 

17,801

 

24,974

 

42,775

 

 

From July to September 2013

 

From January to September 2013

 

Water supply

 

Sewage services

 

Total

 

Water supply

 

Sewage services

 

Total

Construction revenue

220,923

 

330,439

 

551,362

 

713,513

 

990,301

 

1,703,814

Construction costs incurred

216,319

 

323,134

 

539,453

 

696,315

 

972,329

 

1,668,644

Margin

4,604

 

7,305

 

11,909

 

17,198

 

17,972

 

35,170

 

 

(d)         General information

 

During the period ended September 30, 2014 there were no relevant changes in the criteria to account for intangible assets and types of contracts. See further information in Note 13 (d) to the Financial Statements as of December 31, 2013.

 

 

Page 46 of 81


 
 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

The Company has obligations recorded in “Program Contract– Commitments” in current liabilities in the amount of R$130,049 and R$77,360 on September 30, 2014 and December 31, 2013, respectively) and noncurrent liabilities (in the amount of R$81,789 and R$88,678 on September 30, 2014 and December 31, 2013, respectively.

 

(e)         Capitalization of interest and other financial charges

 

From January to September 2014, the Company capitalized interest and inflation adjustment, including related foreign currency exchange effects, in concession intangible assets totaling R$176,724 with an average rate of 4.97% (R$163,975 from January to September 2013, with an average rate of 4.36%), during the period in which assets were recorded as works in progress.

 

(f)          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 margin of the Company is lower, normally, to cover eventual administration costs, and the responsibility of the primary risk. On September 30, 2014 and 2013 the margin was 2.3%.

 

 (g)        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. From July to September 2014, the total amount related to expropriations was R$2,685 and for the period from January to September 2014 was R$10,211 (July to September 2013 – R$22,630 and January to September 2013 – R$43,401).

 

(h)         Public-Private-Partnership (PPP)

 

Alto Tietê Production System

 

The Company and the special purpose entity CAB-Sistema Produtor Alto Tietê S/A, formed by 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 purpose is to expand the capacity of treated water of Taiaçupeba from 10 thousand to 15 thousand of liters per second, whose operation began in October 2011.

 

 

 

Page 47 of 81


 
 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

As of September 30, 2014 and December 31, 2013, the amounts recognized as intangible asset related to PPP were R$407,240 and R$415,619, respectively.

 

In relation to the obligations assumed by the Company on September 30, 2014 and December 31, 2013, the balances in current liabilities were R$21,461 and R$20,241 and under noncurrent liabilities were R$313,735 and R$322,267, respectively.

 

São Lourenço Production System

 

SABESP and the special purpose entity Sistema Produtor São Lourenço S/A, formed by Construções e Comércio Camargo Corrêa S/A and Construtora Andrade Gutierrez S/A, signed in August 2013, the public-private partnership agreements of the São Lourenço Production System.

 

The 25-year services agreement, aiming at rendering services to operate the dehydration system, drying and final disposal of sludge, works and maintenance of the São Lourenço Production System, has an estimated amount of R$6.0 billion, which started on April 10, 2014.

 

On September 30, 2014, the carrying amount recorded in the Company’s intangible assets related to this PPP was R$44,459, and the liability assumed totaling R$43,459 was recorded under non-current liabilities.

 

 (i)         Works in progress

 

The amount of R$6,194 million is recorded as intangible assets from works in progress on September 30, 2014 (R$6,498 million in December 2013), and most of works are located in the following municipalities:

 

 

R$ million

 

September 30, 2014

 

December 31, 2013

São Paulo

3,254

 

3,201

Praia Grande

228

 

294

Itanhaém

255

 

215

São José dos Campos

225

 

187

Guarujá

191

 

196

Campos de Jordão

165

 

159

Other

1,876

 

2,246

 

 

 

 

Total

6,194

 

6,498

 

(j)          Amortization of intangible assets

 

The amortization average rate totaled 3.9% on September 30, 2014 and 2013.

 

 

 

Page 48 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
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Notes to the Interim Financial Information

 

(k) Software license of use

 

The software license of use is capitalized based on the costs incurred to acquire software and make them ready for use. In the first quarter of 2013, the Company started to implement an integrated business management solution (ERP system). Administrative/financial module is expected to have its go live for the first half of 2015 and the commercial module for the first half of 2016.

 

13           Property, Plant and Equipment

 

(a)         Equity balances

 

 

September 30, 2014

 

December 31, 2013

 

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

 

Cost

 

depreciation

 

Net

 

Cost

 

depreciation

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

100,533

 

-

 

100,533

 

88,332

 

-

 

88,332

 

Buildings

82,584

 

(31,399)

 

51,185

 

54,187

 

(30,233)

 

23,954

 

Equipment

289,459

 

(146,869)

 

142,590

 

202,498

 

(130,665)

 

71,833

 

Transportation equipment

14,251

 

(6,398)

 

7,853

 

13,856

 

(5,961)

 

7,895

 

Furniture, fixtures and equipment

16,342

 

(9,239)

 

7,103

 

17,060

 

(10,239)

 

6,821

 

Other

689

 

(548)

 

141

 

1,201

 

(540)

 

661

 

 

503,858

 

(194,453)

 

309,405

 

377,134

 

(177,638)

 

199,496

 

 

(b)         Changes

 

 

December 31, 2013

 

Additions

 

Transfer of intangible assets

 

Write-offs and disposals

 

Depreciation

 

September 30, 2014

Land

88,332

 

-

 

12,201

 

-

 

-

 

100,533

Buildings

23,954

 

36,756

 

(8,561)

 

-

 

(964)

 

51,185

Equipment

71,833

 

45,468

 

43,317

 

(248)

 

(17,780)

 

142,590

Transportation equipment

7,895

 

1,481

 

(707)

 

-

 

(816)

 

7,853

Furniture, fixtures and equipment

6,821

 

952

 

(29)

 

(37)

 

(604)

 

7,103

Other

661

 

374

 

(884)

 

(3)

 

(7)

 

141

 

199,496

 

85,031

 

45,337

 

(288)

 

(20,171)

 

309,405

 

(c)         Depreciation

 

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

 

The depreciation average rate was 11.5% and 10.9%, on September 30, 2014 and 2013, respectively.

 

Page 49 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

14           Loans and Financing

 

 Loans and financing outstanding balance

September 30, 2014

December 31, 2013

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

DOMESTIC CURRENCY

 

 

 

 

 

 

Banco do Brasil

-

-

-

100,497

-

100,497

10th issuance debentures

37,800

205,911

243,711

37,171

220,109

257,280

12th issuance debentures

45,450

442,558

488,008

22,727

476,702

499,429

14th issuance debentures

36,828

243,743

280,571

20,079

269,862

289,941

15th issuance debentures

94,819

752,141

846,960

-

820,887

820,887

16th issuance debentures

-

499,570

499,570

-

499,434

499,434

17th issuance debentures

-

1,057,237

1,057,237

-

1,027,925

1,027,925

18th issuance debentures

-

164,898

164,898

-

160,859

160,859

19th issuance debentures

-

497,710

497,710

-

-

-

Brazilian Federal Savings Bank

68,216

998,550

1,066,766

83,267

959,853

1,043,120

Brazilian Development Bank - BNDES BAIXADA SANTISTA

16,309

69,314

85,623

16,309

81,546

97,855

Brazilian Development Bank - BNDES PAC

10,634

82,225

92,859

9,370

79,644

89,014

Brazilian Development Bank - BNDES PAC II 9751

3,887

36,374

40,261

2,308

29,192

31,500

Brazilian Development Bank - BNDES PAC II 9752

1,150

26,450

27,600

-

20,400

20,400

Brazilian Development Bank - BNDES ONDA LIMPA

19,230

192,365

211,595

19,230

196,821

216,051

Brazilian Development Bank - BNDES TIETE III

-

154,416

154,416

-

98,404

98,404

Leasing

8,816

450,631

459,447

-

382,492

382,492

Others

648

2,029

2,677

498

2,431

2,929

Interest and charges

124,672

-

124,672

113,504

-

113,504

TOTAL IN DOMESTIC CURRENCY

468,459

5,876,122

6,344,581

424,960

5,326,561

5,751,521

 

 

Page 50 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 Loans and financing outstanding balance

September 30, 2014

December 31, 2013

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

FOREIGN CURRENCY

 

 

 

 

 

 

Inter-American Development Bank - IDB 713 - US$87,842 thousand ( US$100,391 thousand in December 2013)

61,514

153,786

215,300

58,794

176,382

235,176

Inter-American Development Bank - IDB 896 - US$6,945 thousand (US$8,333 thousand in December 2013)

6,809

10,213

17,022

6,507

13,014

19,521

Inter-American Development Bank - IDB 1212 - US$113,059thousand (US$123,337 thousand in December 2013)

25,192

251,916

277,108

24,077

264,854

288,931

Inter-American Development Bank - IDB 2202 - US$313,055 thousand (US$243,687 thousand in December 2013)

-

759,184

759,184

-

564,443

564,443

International Bank for Reconstruction and Development -IBRD - US$45,860 thousand (US$37,335 thousand in December 2013)

-

112,032

112,032

-

87,077

87,077

Eurobonds - US$140,000 thousand (US$140,000 thousand in December 2013)

-

342,899

342,899

-

327,640

327,640

Eurobonds - US$350,000 thousand (US$350,000 thousand in December 2013)

-

852,717

852,717

-

813,650

813,650

JICA 15 ¥17,286,450 thousand (¥ 18,438,880 thousand in December 2013)

25,757

360,595

386,352

25,733

386,007

411,740

JICA 18 - ¥ 15,542,400 thousand (¥ 16,578,560 thousand in December 2013)

23,158

323,901

347,059

23,137

346,733

369,870

JICA 17 - ¥ 786,207 thousand (¥ 450,484 thousand in December 2013)

-

17,167

17,167

-

9,704

9,704

JICA 19 - ¥ 9,183,128 thousand (¥ 6,036,325 thousand in December 2013)

-

203,909

203,909

-

134,010

134,010

BID 1983AB - US$154,231 thousand (US$178,173 thousand in December 2013)

58,683

317,259

375,942

56,087

359,059

415,146

Interest and charges

40,801

-

40,801

21,645

-

21,645

TOTAL IN FOREIGN CURRENCY

241,914

3,705,578

3,947,492

215,980

3,482,573

3,698,553

TOTAL LOANS AND FINANCING

710,373

9,581,700

10,292,073

640,940

8,809,134

9,450,074

 

Quote on September 30, 2014 US$2.4510; ¥0.022350(US$2.3426; ¥0.022330 on December 31, 2013)

On September 30, 2014, the Company did not record balances of loans and financing raised in 2014 to mature within 12 months.

 

 

 

 

 

Page 51 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

GUARANTEES

MATURITY

ANNUAL INTEREST RATES

INFLATION ADJUSTMENT

DOMESTIC CURRENCY

 

 

 

 

Banco do Brasil

SÃO PAULO STATE GOVERNMENT AND OWN FUNDS

2014

8.50%

TR

10th issuance debentures

OWN FUNDS

2020

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

IPCA (series 2)

12thissuance debentures

OWN FUNDS

2025

TR + 9.5%

 

14thissuance debentures

OWN FUNDS

2022

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

IPCA (series 2)

15thissuance debentures

OWN FUNDS

2019

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

IPCA (series 2)

16thissuance debentures

OWN FUNDS

2015

CDI + 0.30% to 0.70%

 

17 h issuance debentures

OWN FUNDS

2023

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

IPCA (series 2 and 3

18th issuance debentures

OWN FUNDS

2024

TJLP + 1.92 % (series 1 and 3)and 8.25% (series 2)

IPCA (series 2)

19th issuance debentures

OWN FUNDS

2017

CDI + 0.80% to 1.08%

 

Brazilian Federal Savings Bank

OWN FUNDS

2014/2037

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

 

Brazilian Development Bank - BNDES TIETE III

OWN FUNDS

2025

1.66% + TJLP

 

Leasing

OWN FUNDS

2035

7.73% to 10.12%

IPC

Others

OWN FUNDS

2015/2018

TJLP + 2% (Fehidro) and 12% (Presidente Prudente)

TR

 

 

 

Page 52 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

GUARANTEES

MATURITY

ANNUAL INTEREST

FOREIGN EXCHANGE ADJUSTMENT

FOREIGN CURRENCY

 

 

 

 

Inter-American Development Bank - IDB 713

FEDERAL GOVERNMENT

2016

3.04%

US$

Inter-American Development Bank - IDB 896

FEDERAL GOVERNMENT

2017

3.00%

US$

Inter-American Development Bank - IDB 1212

FEDERAL GOVERNMENT

2025

2.51%

US$

Inter-American Development Bank - IDB 2202

FEDERAL GOVERNMENT

2035

1.12%

US$

International Bank for Reconstruction and Development - IBRD

FEDERAL GOVERNMENT

2034

0.43%

US$

Eurobonds

2016

7.50%

US$

Eurobonds

2020

6.25%

US$

JICA 15

FEDERAL GOVERNMENT

2029

1.8% and 2.5%

Yen

JICA 18

FEDERAL GOVERNMENT

2029

1.8% and 2.5%

Yen

JICA 17

FEDERAL GOVERNMENT

2035

1.2% and 0.01%

Yen

JICA 19

FEDERAL GOVERNMENT

2037

1.7% and 0.01%

Yen

BID 1983AB

2023

2.49% to 2.99%

US$

                                     

 

 

 

Page 53 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

(i)           Payment schedule – accounting balances on September 30, 2014

 

 

2014

2015

2016

2017

2018

2019

2020 to 2037

TOTAL

IN DOMESTIC CURRENCY

 

 

 

 

 

 

 

 

Debentures

37,115

714,467

356,648

875,617

565,080

638,116

891,622

4,078,665

Brazilian Federal Savings Bank

18,061

66,412

66,676

70,038

73,917

77,111

694,551

1,066,766

BNDES

12,424

52,229

63,440

66,662

66,662

66,663

284,274

612,354

Leasing

4,040

16,604

17,149

18,215

17,771

19,985

365,683

459,447

Other

164

598

670

717

528

-

-

2,677

Interest and other charges

63,160

61,512

-

-

-

-

-

124,672

TOTAL IN DOMESTIC CURRENCY

134,964

911,822

504,583

1,031,249

723,958

801,875

2,236,130

6,344,581

IN FOREIGN CURRENCY

 

 

 

 

 

 

 

 

IDB

34,161

93,514

93,514

127,090

65,576

65,576

789,183

1,268,614

IBRD

-

-

-

-

-

3,747

108,285

112,032

Eurobonds

-

-

342,899

-

-

-

852,717

1,195,616

JICA

-

48,915

48,915

49,390

49,865

60,959

696,443

954,487

IDB 1983AB

-

58,683

58,683

58,683

58,368

43,364

98,161

375,942

Interests and other charges

36,351

4,450

-

-

-

-

-

40,801

TOTAL IN FOREIGN CURRENCY

70,512

205,562

544,011

235,163

173,809

173,646

2,544,789

3,947,492

Overall Total

205,476

1,117,384

1,048,594

1,266,412

897,767

975,521

4,780,919

10,292,073

 

 

 

 

 

Page 54 of 81


 
 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

(i)                Main events in the quarter

 

There was no relevant event in the quarter, except for foreign exchange variation.

 

(ii)             Covenants

 

On September 30, 2014, the Company had met the requirements set forth by its loan and financing agreement.

 

(a)         Leasing

 

The Company has lease agreements signed as Financial Lease. During the construction period, works are capitalized to intangible assets in progress and the lease amount is recorded at the same proportion. Works are estimated to be concluded in 2014 and 2015.

 

After startup, the lease payment period starts (240 monthly installments), whose amount is periodically restated by contracted price index.

 

On August 31, 2013, the operation of SES Campo Limpo Paulista and Várzea Paulista started and the corresponding amount for September 30, 2014 and December 31, 2013 is R$140,178 and R$144,384, respectively.

 

On March 22, 2014, ETE Campos do Jordão started operations and the corresponding amount on September 30, 2014 is R$136,466.

 

(b) Financing contracted and not yet used

 

In order to comply with its Capex plan, SABESP relies on a fund-raising plan.

 

Financing resources contracted have specific purposes, which have been released for the execution of their respective investments, according to the progress of the works.

 

Agent

 

September 30, 2014

 

 

(in millions of reais (*))

Brazilian Federal Savings Bank

 

2,396

Japan International Cooperation Agency – JICA

 

667

Inter-American Development Bank – BID

 

703

Brazilian Development Bank – BNDES

 

1,993

International Bank for Reconstruction and Development - IBRD

 

133

Others

 

79

TOTAL

 

5,971

 

(*) Closing quote of 09/30/2014. (US$1.00 = R$2.4510; ¥ 1.00 = R$0.022350).

 

 

 

 

Page 55 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

15           Taxes Payable

 

(a)              Current assets

 

 

September 30, 2014

 

December 31, 2013

 

Recoverable taxes

 

 

 

 

Income tax and social contribution

84,617

 

79,548

 

Withholding income tax (IRRF) on financial investments

8,006

 

2,437

 

Other federal taxes

1,381

 

4,764

 

Other municipal taxes

670

 

656

 

Total recoverable taxes

94,674

 

87,405

 

 

 

(b)              Current liabilities

 

Taxes and contributions payable

September 30, 2014

 

December 31, 2013

 

Cofins and Pasep

308

 

21,797

 

INSS (Social Security contribution)

32,076

 

30,822

 

IRRF (withholding income tax)

1,586

 

39,330

 

Other

19,474

 

23,433

 

Total

53,444

 

115,382

 

 

The decrease in taxes payable of current liabilities mainly derives from the payment of withholding income tax over interest on shareholders’ equity in 2013 and Cofins and Pasep recoverable relative to previous periods.

 

 

16           Deferred Taxes and Contributions

 

(a)              Equity balances

 

 

September 30, 2014

 

December 31, 2013

 

Deferred income tax assets

 

 

 

 

Provisions

511,862

 

506,568

 

Pension obligations – G0 (1)

85,271

 

85,271

 

Pension obligations – G1

226,028

 

215,187

 

Donations of underlying assets on concession agreements

44,975

 

43,901

 

Allowance for loan losses

159,768

 

172,482

 

Other

115,118

 

87,266

 

Total deferred tax assets

1,143,022

 

1,110,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 56 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

September 30, 2014

 

December 31, 2013

 

Deferred income tax liabilities

 

 

 

Temporary difference on concession intangible assets

(567,993)

 

(595,285)

Capitalization of borrowing costs

(233,846)

 

(200,343)

Profit on supply to governmental entities

(85,745)

 

(81,711)

Actuarial gain/loss – G1 Plan

(32,405)

 

(32,405)

Other

(101,691)

 

(86,901)

Total deferred tax liabilities

(1,021,680)

 

(996,645)

 

 

 

 

Deferred tax asset, net

121,342

 

114,030

 

 

 

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

 

(b)         Changes

 

 

December 31, 2013

 

Net Change in Profit or Loss

 

September 30, 2014

Deferred income tax assets

 

 

 

 

 

Provisions

506,568

 

5,294

 

511,862

Pension obligations – G0

85,271

 

-

 

85,271

Pension obligations – G1

215,187

 

10,841

 

226,028

Donations of underlying assets on concession agreements

43,901

 

1,074

 

44,975

Credit losses

172,482

 

(12,714)

 

159,768

Other

87,266

 

27,852

 

115,118

Total

1,110,675

 

32,347

 

1,143,022

Deferred income tax liabilities

 

 

 

 

 

Temporary difference on concession intangible assets

(595,285)

 

27,292

 

(567,993)

Capitalization of borrowing costs

(200,343)

 

(33,503)

 

(233,846)

Profit on supply to governmental entities

(81,711)

 

(4,034)

 

(85,745)

Actuarial gain/loss –G1

(32,405)

 

-

 

(32,405)

Other

(86,901)

 

(14,790)

 

(101,691)

Total

(996,645)

 

(25,035)

 

(1,021,680)

 

 

 

 

 

 

Deferred tax asset, net

114,030

 

7,312

 

121,342

 

 

 

Page 57 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

December 31, 2012

 

Net Change in Profit or Loss

 

September 30, 2013

Deferred tax assets

 

 

 

 

 

Provisions

512,107

 

(11,590)

 

500,517

Pension obligations – G0

85,271

 

-

 

85,271

Pension obligations - G1

193,125

 

17,267

 

210,392

Actuarial gains(losses)– G1

9,405

 

-

 

9,405

Donations of underlying assets on concession agreements

41,312

 

2,572

 

43,884

Credit losses

162,670

 

7,681

 

170,351

Other

97,425

 

(10,602)

 

86,823

Total

1,101,315

 

5,328

 

1,106,643

 

Deferred tax liabilities

 

 

 

 

 

Temporary difference on intangible asset concession

(650,093)

 

43,338

 

(606,755)

Capitalization of borrowing costs

(158,298)

 

(36,097)

 

(194,395)

Profit on supply to governmental entities

(77,827)

 

(3,843)

 

(81,670)

Other

(69,795)

 

(12,403)

 

(82,198)

Total

(956,013)

 

(9,005)

 

(965,018)

 

 

 

 

 

 

Deferred tax assets, net

145,302

 

(3,677)

 

141,625

 

 

(c) Reconciliation of the effective tax rate

 

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

 

 

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

Profit before income taxes

155,207

 

1,317,996

 

725,347

 

1,996,706

Statutory rate

34%

 

34%

 

34%

 

34%

 

 

 

 

 

 

 

 

Estimated expenses at statutory rate

(52,770)

 

(448,119)

 

(246,618)

 

(678,880)

Tax benefit from interest on shareholders’ equity

-

 

27,411

 

-

 

27,268

Permanent differences

 

 

 

 

 

 

 

Provision - Law 4,819/58 (i)

(11,963)

 

(37,723)

 

(8,899)

 

(27,162)

Donations

(1,221)

 

(5,593)

 

(1,578)

 

(6,455)

Other differences

2,248

 

17,537

 

6,712

 

21,357

 

 

 

 

 

 

 

 

Income tax and social contribution

(63,706)

 

(446,487)

 

(250,383)

 

(663,872)

 

 

 

 

 

 

 

 

Current income tax and social contribution

(41,608)

 

(453,799)

 

(256,336)

 

(660,195)

Deferred income tax and social contribution

(22,098)

 

7,312

 

5,953

 

(3,677)

Effective rate

41%

 

34%

 

35%

 

33%

 

 

 

 

 

 

 

 

(i)           Permanent difference related to the provision for actuarial liability (Note 18 (b) (iii)).

 

 

Page 58 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(d)   Transition Tax Regime (RTT)

 

For the purposes of calculating the income tax and the social contribution related to 2009 and 2008, the Company opted to adopt the Transition Tax Regime (RTT), which allow eliminate the accounting effects of the Law 11,638/07 and the Provisional Presidential Decree 449/08, converted into Law No. 11,941/2009, by the registers in the fiscal books – LALUR and auxiliary controls, without any modification in the bookkeeping.

 

The Company has been adopting the same tax practices since 2008, as RTT started to be mandatory.

 

 

(e)              Law 12,973/2014

 

On May 13, 2014, the Provisional Presidential Decree 627 of November 11, 2013 was converted into Law 12,973, which amend the federal tax laws related to the Corporate Income Tax - IRPJ, Social Contribution on Net Income - CSLL, Contribution to PIS/Pasep and Contribution to Social Security Financing– Cofins and revokes the Tax Transition System- RTT, enacted by Law No.11,941 of May 27, 2009.

 

Pursuant to this law, each legal entity may adopt the rules as of January 1, 2014, an option of which shall be irreversibly expressed to the Federal Revenue Service, except for Articles 3, 72 to 75 and 93 to 119, which are in force as of the publication date. The Company has decided not to adopt such anticipated option.

 

The analyses prepared by the Company do not show relevant impacts on its operations and on its accounting information for the period ended September 30, 2014.

 

 

 

17           Provisions

 

                (a)   Lawsuits with probable likelihood of loss

 

(i) Financial position balances

 

The Company is party to a number of claims and legal proceedings arising in the normal course of business, including civil, tax, labor and environmental matters. Management, recognized provisions at an amount considered sufficient to cover probable losses. These provisions, net of escrow deposits are as follows:

 

 

 

 

Provisions

 

Escrow deposits

 

September 30, 2014

 

Provisions

 

Escrow deposits

 

December 31, 2013

Customer claims (i)

664,497

 

(118,841)

 

545,656

 

621,999

 

(110,384)

 

511,615

Supplier claims (ii)

263,820

 

(192,844)

 

70,976

 

340,100

 

(183,606)

 

156,494

Other civil claims (iii)

120,950

 

(9,005)

 

111,945

 

129,400

 

(11,965)

 

117,435

Tax claims (iv)

54,046

 

-

 

54,046

 

59,659

 

(1,956)

 

57,703

Labor claims (v)

174,873

 

(2,164)

 

172,709

 

156,060

 

(1,614)

 

154,446

Environmental claims (vi)

227,291

 

(796)

 

226,495

 

182,689

 

-

 

182,689

 

 

 

 

 

 

 

 

 

 

 

 

Total

1,505,477

 

(323,650)

 

1,181,827

 

1,489,907

 

(309,525)

 

1,180,382

 

 

 

 

 

 

 

 

 

 

 

 

Current

565,622

 

-

 

565,622

 

631,374

 

-

 

631,374

Noncurrent

939,855

 

(323,650)

 

616,205

 

858,533

 

(309,525)

 

549,008

 

Page 59 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(ii) Changes

 

 

 

December 31, 2013

Additional provisions

Interest and inflation adjustment

Amounts from provision

Amounts not used

(reversal)

September 30, 2014

Customer claims (i)

621,999

57,465

67,812

(38,543)

(44,236)

664,497

Supplier claims (ii)

340,100

1,383

14,495

(66,032)

(26,126)

263,820

Other civil claims (iii)

129,400

25,752

26,888

(12,929)

(48,161)

120,950

Tax claims (iv)

59,659

753

5,300

(2,074)

(9,592)

54,046

Labor claims (v)

156,060

53,690

16,498

(33,481)

(17,894)

174,873

Environmental claims (vi)

182,689

47,584

14,903

__ ___(13)

(17,872)

__ 227,291

Subtotal

1,489,907

186,627

145,896

(153,072)

(163,881)

1,505,477

Escrow deposits

(309,525)

_(21,734)

___(16,866)

____24,475

-

_ (323,650)

Total

1,180,382

164,893

129,030

(128,597)

(163,881)

1,181,827

 

 

(b)         Lawsuits with possible likelihood of loss

 

The Company is party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor claims, which are assessed by Management whose chances of loss are possible and are not recorded. Liability contingencies classified as possible loss represent the amount of approximately R$3,598,900 on September 30, 2014 (R$3,244,500 in December 2013).

 

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

 

(i)                Customer claims

 

Approximately 1,270 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 and 60 lawsuits where customers plead the reduction in tariff under the category as “Social Welfare Entity”. 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$34,041 increase in the lawsuits classified as probable loss (net of escrow deposits) is related to new lawsuits filed and interest rates, fees and updates of lawsuits in progress, partially offset by payments made in the period and revisions of expectations caused by favorable decisions during 2014.

 

(ii)             Supplier claims

 

Suppliers’ claims include lawsuits filed by some suppliers alleging underpayment of monetary restatements, withholding of amounts related to the understated inflation rates deriving from 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$85,518 decrease in lawsuits whose likelihood of loss is considered probable (net of escrow deposits) is mainly related payments made and revisions of expectations caused by favorable decisions to the Company during 2014.

 

 

Page 60 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(iii)           Other civil claims

 

These mainly refer to indemnities for property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels, dully accrued when classified as probable losses. The R$5,490 decrease in lawsuits with probable chances of loss (net of escrow deposits) was mainly due to shelving of several lawsuits and revisions of expectations caused by favorable decisions to the Company during 2014.

 

(iv)            Tax claims

 

Tax claims 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 decrease of R$3,657 in lawsuits with expectation of probable losses (net of escrow deposits) was mainly due to favorable decisions to the Company.

 

(v)               Labor claims

 

The Company is a party to labor lawsuits, involving issues such as overtime, shift schedule, health hazard premium and hazardous duty premium, prior notice, change of function, salary equalization, and other. Part of the amount involved is in provisional or final execution at various court levels, and thus is classified as of probable or possible loss. The Company recognized a provision for claims which likelihood of loss is considered probable. The R$18,263 increase in lawsuits with probable chances of losses (net of escrow deposits) is related to new lawsuits filed and interest rates, fees and updates of lawsuits in progress, partially offset by payments made in the period and revisions of expectations caused by favorable decisions to the Company during 2014.

 

(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 in addition to 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$43,806 increase in lawsuits with expectation of probable losses (net of escrow deposits) is mainly related to the complementary estimates of lawsuits, agreements in progress and new lawsuits filed, partially offset by the revisions of expectations caused by favorable decisions to the Company during 2014.

 

Other information is stated in Note 18 to the Annual Financial Statements as at December 31, 2013.

 

18           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 plans sponsored by contributions of SABESP and the active participants, as follows:

 

.     Company: 7.6 % on average, of gross payroll;

 

.     Participating employees - 3.21% of base salary and premiums, equivalent to 2.2% of payroll, on average.

 

 

Page 61 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(b)         Pension plan benefits

 

Amounts recorded in the statement of financial position

 

 

 

Funded plan – G1

 

 

 

Pension plan liabilities on December 31, 2013

 

546,748

 

Expenses recognized in 2014

 

48,272

 

Payments made in 2014

 

(16,387)

 

Pension plan liabilities on September 30, 2014 (i)

 

578,633

 

 

 

 

 

Unfunded plan – G0

 

 

 

Pension plan liabilities on December 31, 2013

 

1,780,268

 

Expenses recognized in 2014

 

168,698

 

Payments made in 2014

 

(103,193)

 

Pension plan liabilities on September 30, 2014 (iii)

 

1,845,773

 

 

 

 

 

Total

 

2,424,406

 

 

(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:

 

·         1.19% of the portion of the salary of participation up to 20 salaries; and

·         10.13% of the surplus, if any, of the portion of the salary of participation over 20 salaries.

 

As of September 30, 2014, SABESP had a net actuarial liability of R$578,633 (R$546,748 in December 2013) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners; the fair value of the related assets.

 

(ii)        Private pension plan benefits – Defined contribution

 

On September 30, 2014, Sabesprev Mais plan, based on defined contribution, had 5,293 (5,627 in December 2013) active and assisted participants.

 

With respect to the Sabesprev Mais plan, the contributions from the sponsor represent 100% over the total basic contribution from the participants.

 

On September 30, 2014, the commitment to all participants who migrated to the Sabesprev Mais plan amounted to R$9,531 (R$10,613 in December 2013) referred to active participants.

 

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(iii)          Plan G0

 

Pursuant to Law 4,819/58, employees who started services prior to May 1974 and were retired as an employee of the Company acquired a legal right to receive supplemental pension payments, which rights are referred as "Plan G0". The Company pays these supplemental 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, 2014, the Company recorded a defined benefit obligation for Plan G0 of R$1,845,773 (R$1,780,268 in December 2013).

 

(c)         Profit sharing

 

The Company recorded as reference to the 2014 Profit Sharing Program, the amount corresponding to one-month salary for each employee, depending on the establishment goals. In the third quarter of 2014, R$18,233 was accrued (third quarter of 2013 – R$17,569). From January to September 2014 and 2013, R$54,749 and R$51,622, respectively were accrued.

 

 

19           Services payable

 

The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also records the amounts payable from the percentage in the revenues of São Paulo local government. The balances on September 30, 2014 and December 31, 2013 were R$327,774 and R$323,208, respectively.

 

 

20          Equity

 

(a)              Authorized capital

 

The Company is authorized to increase capital by up to R$15,000,000 (R$10,000,000 in December 2013), based on a Board of Directors' resolution, after submission to the Fiscal Council.

 

In the event of capital increase, issue of convertible debentures and/or warrants by means of private subscription, shareholders will have preemptive right in the proportion of number of shares held, pursuant to Article 171 of Law 6.404/76.

 

(b)              Subscribed and paid-in capital

 

Subscribed and paid-in capital is represented by 683,509,869 registered, book-entry common shares without par value as of September 30, 2014 (683,509,869 in December 2013) held as follows:

 

 

Page 63 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

September 30, 2014

 

December 31, 2013

 

Number of shares

 

%

 

Number of shares

 

%

State Department of Finance

343,524,285

 

50.26%

 

343,524,258

 

50.26%

Brazil Clearing and Depository Corporation - CBLC

165,818,454

 

24.26%

 

174,076,755

 

25.47%

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

173,558,002

 

25.39%

 

165,291,202

 

24.18%

Other

609,128

 

0.09%

 

617,654

 

0.09%

 

 

 

 

 

 

 

 

 

683,509,869

 

100.00%

 

683,509,869

 

100.00%

(*)           Each ADR corresponds to 1 share.

 

The following was approved at the Annual and Extraordinary Shareholders’ Meetings held on April 30, 2014:

·     the distribution of dividends as interest on shareholders’ equity amounting to R$537,465;

·     the capital increase from R$6,203,688 to R$10,000,000, due to the capitalization of part of profit reserve and total capital reserve, totaling R$3,672,057 and R$124,255, respectively; and,

·     regardless of Bylaws amendment, the capital stock may be increased up to the maximum limit of R$15,000,000, by means of the Board of Directors’ resolution and previously hearing the fiscal council.

 

The payment of interest on shareholders’ equity in the amount of R$499,768, net of withholding income tax of R$37,697, totaling R$537,465, started in June 2014, with the amount of R$467,438 paid.

 

Further information about equity, such as shareholder’ compensation, dividends and purpose of reserves, can be found in Note 21 to the Annual Financial Statements as of December 31, 2013.

 

 

21           Earnings per Share

 

Basic and diluted

 

Basic earnings per share is 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 potentially dilutive common shares outstanding or debts convertible into common shares. Accordingly, basic and diluted earnings per share are equal.

 

 

January to September 2014

 

January to September 2013

 

 

 

 

 

 

Income attributable to the Company’s shareholders

871,509

 

1,332,834

 

Weighted average number of common shares issued

683,509,869

 

683,509,869

(*)

 

 

 

 

 

Basic and diluted earnings per share (reais per share)

1.27505

 

1.94999

 

 

(*) Amount restated due to the split occurred on April, 22, 2013.

 

 

 

 

 

Page 64 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

22          Business segment information

 

Management, comprised by the Board of Directors and the Board of Executive Officers, has determined the operating segments used to make strategic decisions, as water supply and sewage services.

 

Result

 

 

July to September 2014

 

 

 

Water

 

Sewage

 

Reconciliation to the financial statements

 

Balance as per financial statements

 

 

 

 

 

 

 

 

 

 

 

Gross operating income from external customers

 

1,192,165

 

973,512

 

799,731

 

2,965,408

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(78,097)

 

(63,779)

 

-

 

(141,876)

 

 

 

 

 

 

 

 

 

 

 

Net operating income from external customers

 

1,114,068

 

909,733

 

799,731

 

2,823,532

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(905,554)

 

(635,421)

 

(782,243)

 

(2,323,218)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net and equity accounting

 

208,514

 

274,312

 

17,488

 

500,314

 

 

 

 

 

 

 

 

 

 

 

Other operating income (expenses), net

 

 

 

 

 

 

 

(6,168)

 

 

 

 

 

 

 

 

 

 

 

Equity accounting

 

 

 

 

 

 

 

(1,167)

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(337,772)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

155,207

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

121,541

 

121,658

 

 

 

243,199

 

 

 

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

 

January to September 2014

 

 

 

Water

 

Sewage

 

Reconciliation to the financial statements

 

Balance as per financial statements

 

 

 

 

 

 

 

 

 

 

 

Gross operating income from external customers

 

3,763,611

 

3,070,515

 

2,009,707

 

8,843,833

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(261,156)

 

(213,062)

 

-

 

(474,218)

 

 

 

 

 

 

 

 

 

 

 

Net operating income from external customers

 

3,502,455

 

2,857,453

 

2,009,707

 

8,369,615

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(2,861,925)

 

(1,845,418)

 

(1,966,932)

 

(6,674,275)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net and equity accounting

 

640,530

 

1,012,035

 

42,775

 

1,695,340

 

 

 

 

 

 

 

 

 

 

 

Other operating income (expenses), net

 

 

 

 

 

 

 

(44,028)

 

 

 

 

 

 

 

 

 

 

 

Equity accounting

 

 

 

 

 

 

 

(1,486)

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(331,830)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

1,317,996

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

384,133

 

341,918

 

 

 

726,051

 

 

 

 

Page 66 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

 

 

 

July to September 2013

 

 

 

Water

 

Sewage

 

Reconciliation to the financial statements

 

Balance as per financial statements

 

 

 

 

 

 

 

 

 

 

 

Gross operating income from external customers

 

1,321,891

 

1,071,379

 

551,362

 

2,944,632

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(95,151)

 

(77,122)

 

-

 

(172,273)

 

 

 

 

 

 

 

 

 

 

 

Net operating income 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 and equity accounting

 

386,297

 

433,601

 

11,909

 

831,807

 

 

 

 

 

 

 

 

 

 

 

Other operating income (expenses), net

 

 

 

 

 

 

 

11,739

 

 

 

 

 

 

 

 

 

 

 

Equity accounting

 

 

 

 

 

 

 

1,737

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(119,936)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

725,347

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

108,510

 

99,875

 

 

 

208,385

 

 

 

 

Page 67 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

January to September 2013

 

 

 

Water

 

Sewage

 

Reconciliation to the financial statements

 

Balance as per financial statements

 

 

 

 

 

 

 

 

 

 

 

Gross operating income 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 operating income 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 and equity accounting

 

996,883

 

1,240,979

 

35,170

 

2,273,032

 

 

 

 

 

 

 

 

 

 

 

Other operating income (expenses), net

 

 

 

 

 

 

 

22,082

 

 

 

 

 

 

 

 

 

 

 

Equity accounting

 

 

 

 

 

 

 

1,476

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(299,884)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

1,996,706

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

318,533

 

281,776

 

 

 

600,309

 

 

 

 

Explanation on the reconciliation items for the Financial Statements: the impacts on gross operating income and in costs are as follows:

 

 

 

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

 

 

 

 

 

 

 

 

 

Gross revenue from construction recognized under ICPC 1 (R1) (a)

 

799,731

 

2,009,707

 

551,362

 

1,703,814

Construction costs recognized under ICPC 1 (R1) (a)

 

782,243

 

1,966,932

 

539,453

 

1,668,644

 

 

 

 

 

 

 

 

 

Construction margin

 

17,488

 

42,775

 

11,909

 

35,170

 

(a)    Revenue from concession construction contracts is recognized in accordance with CPC 17 (R1), Construction Contracts (IAS 11), using the percentage-of-completion method. See Note 12 (c) and (f).

 

 

 

Page 68 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

23          Operating Revenue

 

(a)            Revenue from water and sewage services:

 

 

 

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

 

 

 

 

 

 

 

 

 

Metropolitan region of São Paulo

 

1,513,008

 

4,821,592

 

1,770,410

 

5,160,205

Regional Systems (i)

 

652,669

 

2,012,534

 

622,860

 

1,859,341

 

 

 

 

 

 

 

 

 

Total (ii)

 

2,165,677

 

6,834,126

 

2,393,270

 

7,019,546

 

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

 

(ii)          Revenue from water and sewage services decreased by 9.5% in the third quarter of 2014 year-on-year. This result was mainly impacted by the incentive program for reduction of consumption (Bonus*).

 

* Bonus: SABESP’s Incentive Program for Reduction of Water Consumption

 

After ARSESP’s approval on an emergency basis by means of Resolution 469/2014, SABESP adopted an economic incentive to encourage the population of Greater São Paulo to reduce water consumption. This measure was adopted due to the record heat and the unheard lack of rainfall at the Cantareira System, which is at a critical level and supplies almost 10 million people.

 

Consumers who reduce by, at least, 20% the average consumption of the twelve-month period, between February 2013 and January 2014, will receive 30% discount in their bills. The discount shall apply to a smaller amount, since reduced consumption will result in cheaper bills.

 

This measure applies to households, commerce and industries supplied by the Cantareira System – the entire north zone and São Paulo downtown, part of the east and west zones of São Paulo, Barueri, Caieiras, Carapicuíba, Francisco Morato, Franco da Rocha, Itapevi, Jandira, Osasco and Santana de Parnaíba. In Guarulhos and São Caetano do Sul, also supplied by the Cantareira System, distribution relies on the local governments, which buy water from SABESP. The municipal services shall resolve on granting this incentive.

 

The benefit will be valid for the bills of reference months from February to August, and consumers will receive the bills between March and September. In Santana de Parnaíba, this measure will be applied in the reference months from March to August and consumers will receive the bills between April and September.

 

However, in April 2014, the incentive program for reduction of water consumption was postponed until the end of 2014 to the entire São Paulo metropolitan region, or until water levels at reservoirs are regularized. Due to the dry weather and the low water volume at the Cantareira System, the Department of Water and Electricity of the State of São Paulo (DAEE) and the National Water Agency (ANA) set forth that, as of March 10, 2014, we are temporarily required to restrict the water outflow caught from the Cantareira System, from 33m3/s to 27.9m3/s. In order to supply this lower water availability and continue supplying the population, we are expanding the use of water from other water mains. This may increase costs to serve consumers of the metropolitan region of São Paulo. If the situation of the reservoirs affected by dry weather does not improve, we may be forced to take more drastic measures.

 

On May 26, 2014, the Incentive Program for Reduction of Water Consumption was expanded to the municipalities operated by SABESP which compose by Piracicaba basins, Capivari and Jaguari rivers, located in the coverage area of the Cantareira System.

 

Page 69 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

Likewise, consumers who reduce by, at least, 20% their monthly consumption will be entitled to bonus, compared to the average consumption of the twelve-month period, between February 2013 and January 2014. These consumers will receive 30% discount on their water and sewage bills. The participating municipalities are Bragança Paulista, Joanópolis, Nazaré Paulista, Pinhalzinho, Piracaia, Vargem, Hortolândia, Itatiba, Jarinu, Monte Mor, Morungaba and Paulínia.

 

This measure includes residential, commercial, industrial and government customers and will be valid for the bills issued as of June 2014, effective until December 2014.

 

The bonus amount for the period between July and September was R$127,241 and for the period between January and September 2014 was R$226,103.

 

(b)     Reconciliation between gross operating income and net operating income:

 

 

 

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

 

 

 

 

 

 

 

 

 

Revenue from water and sewage services

 

2,165,677

 

6,834,126

 

2,393,270

 

7,019,546

Construction revenue (Note 12 (c))

 

799,731

 

2,009,707

 

551,362

 

1,703,814

Sales tax

 

(141,876)

 

(474,218)

 

(172,273)

 

(509,679)

 

 

 

 

 

 

 

 

 

Net revenue

 

2,823,532

 

8,369,615

 

2,772,359

 

8,213,681

 

 

24          Operating Costs and Expenses

 

 

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

Operating costs

 

 

 

 

 

 

 

Salaries and payroll charges

377,045

 

1,109,573

 

342,010

 

1,004,619

Pension obligations

12,135

 

35,886

 

14,981

 

44,699

Construction costs (Note 12 (c))

782,243

 

1,966,932

 

539,453

 

1,668,644

General supplies

51,827

 

140,372

 

46,455

 

131,588

Treatment supplies

65,628

 

199,880

 

63,645

 

183,661

Outsourced services

217,728

 

627,943

 

200,280

 

569,305

Electricity

155,801

 

439,624

 

132,918

 

409,884

General expenses

99,632

 

308,021

 

105,103

 

327,750

Depreciation and amortization

223,899

 

666,557

 

197,351

 

570,857

 

1,985,938

 

5,494,788

 

1,642,196

 

4,911,007

Selling expenses

 

 

 

 

 

 

 

Salaries and payroll charges

60,248

 

175,748

 

54,221

 

160,343

Pension obligations

1,582

 

4,675

 

2,001

 

6,551

General supplies

1,094

 

3,264

 

1,506

 

5,468

Outsourced services

60,363

 

188,348

 

62,535

 

150,827

Electricity

139

 

443

 

118

 

425

General expenses

22,304

 

63,385

 

20,320

 

61,546

Depreciation and amortization

2,474

 

7,842

 

2,878

 

8,186

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

(21,640)

 

54,688

 

27,685

 

83,924

 

126,564

 

498,393

 

171,264

 

477,270

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

 

 

 

 

Salaries and payroll charges

45,876

 

134,629

 

44,113

 

131,463

Pension plan

38,982

 

123,497

 

31,752

 

95,183

General supplies

1,799

 

5,138

 

815

 

5,381

Outsourced services

23,052

 

151,095

 

22,193

 

88,746

Electricity

340

 

758

 

101

 

629

General expenses

65,660

 

158,864

 

8,647

 

146,535

Depreciation and amortization

16,826

 

51,652

 

8,156

 

21,266

Tax expenses

18,181

 

55,461

 

11,315

 

63,169

 

210,716

 

681,094

 

127,092

 

552,372

Operating costs and expenses

 

 

 

 

 

 

 

Salaries and payroll charges

483,169

 

1,419,950

 

440,344

 

1,296,425

Pension plan

52,699

 

164,058

 

48,734

 

146,433

Construction costs (Note 12 (c))

782,243

 

1,966,932

 

539,453

 

1,668,644

General supplies

54,720

 

148,774

 

48,776

 

142,437

Treatment supplies

65,628

 

199,880

 

63,645

 

183,661

Outsourced services

301,143

 

967,386

 

285,008

 

808,878

Electricity

156,280

 

440,825

 

133,137

 

410,938

General expenses

187,596

 

530,270

 

134,070

 

535,831

Depreciation and amortization

243,199

 

726,051

 

208,385

 

600,309

Tax expenses

18,181

 

55,461

 

11,315

 

63,169

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

(21,640)

 

54,688

 

27,685

 

83,924

 

2,323,218

 

6,674,275

 

1,940,552

 

5,940,649

 

Page 70 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

25          Financial Expenses and Income

 

 

 

 

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

 

 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

 

 

Interest and charges on loans and financing – local currency (i)

(46,533)

 

(208,704)

 

(62,961)

 

(210,390)

Interest and charges on loans and financing – foreign currency (ii)

(27,140)

 

(74,581)

 

(18,700)

 

(59,206)

Other financial expenses (iii)

(23,351)

 

(65,376)

 

(11,580)

 

(44,459)

Income tax over international remittance

(2,976)

 

(9,715)

 

(2,641)

 

(7,058)

Inflation adjustment on loans and financing (iv)

(10,155)

 

(72,141)

 

(8,517)

 

(49,064)

Inflation adjustment on Sabesprev Mais deficit (v)

(215)

 

(899)

 

(216)

 

(1,021)

Other inflation adjustments (vi)

(1,817)

 

(7,686)

 

(1,690)

 

(6,051)

Interest and inflation adjustments on provisions (vii)

(22,348)

 

(71,840)

 

(1,982)

 

(33,562)

Total financial expenses

(134,535)

 

(510,942)

 

(108,287)

 

(410,811)

 

 

 

 

 

 

 

 

Financial income

 

 

 

 

 

 

 

Inflation adjustment gains (viii)

29,024

 

65,262

 

15,363

 

64,344

Income on short-term investments (ix)

52,205

 

148,309

 

37,073

 

107,336

Interest and other income (x)

28,673

 

78,058

 

22,531

 

97,729

Total financial income

109,902

 

291,629

 

74,967

 

269,409

 

 

 

 

 

 

 

 

Financial, net before foreign exchange changes

(24,633)

 

(219,313)

 

(33,320)

 

(141,402)

 

 

 

 

 

 

 

 

Net foreign exchange gains (losses)

 

 

 

 

 

 

 

Foreign exchange change on loans and financing (xi)

(312,931)

 

(111,667)

 

(86,648)

 

(158,712)

Other foreign exchange changes

(30)

 

(60)

 

16

 

(1)

Foreign exchange gains

(178)

 

(790)

 

16

 

231

Foreign exchange changes, net

(313,139)

 

(112,517)

 

(86,616)

 

(158,482)

 

 

 

 

 

 

 

 

Financial, net

(337,772)

 

(331,830)

 

(119,936)

 

(299,884)

 

 

 

 

 

 

Page 71 of 81


 
 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

(i)          The variation in expenses related to local currency-denominated loans and financing interest decreased mainly due to higher capitalization of interest in the third quarter of 2014, compared to the same period last year.

 

(ii)        The increase in expenses related to foreign currency-denominated loans and financing interest mainly reflect the increased balance of debt due to the 11.3% appreciation of the US dollar and the 2.8% appreciation of Yen against Real, in the third quarter of 2014, when compared to lower appreciation of currencies in the third quarter of 2013, 0.7% and 1.6%, respectively.

 

(iii)        Other financial expenses increased mainly due to the startup of two sewage treatment stations financed by means of leasing (Campo Limpo Paulista/Várzea Paulista and Campos do Jordão, respectively, in August 2013 and in March 2014), under CPC 20(R1), the interest paid are recognized as financial expense.

 

(iv)              The monetary variation derives from increase in the indexes defined in the loan agreements, such as, TR, IPCA, CDI and TJLP, which were 0.3%, 0.8%, 10.8% and 1.3%, respectively in the third quarter of  2014 (0.03%, 0.6%, 8.7% and 1.3%, respectively, in same period of 2013). The exposures to these rates are shown in Note 3.1.

(v)                The decrease derives from smaller balance of SABESP’s commitments in relation to the deficit of Sabesprev Mais pension plan. The INPC index (Consumer Price National Index), which is applied to adjust commitments in the period changed 0.8% the third quarter of 2014 and 0.3% in the same period of 2013.

(vi)              Other monetary variations expenses are mainly adjustments to liabilities referring to investment commitments required by private-public partnerships, program contracts which are indexed by IPC and IPCA which stood at 0.7% and 0.8%, respectively, in the third quarter of 2014 and 0.3% and 0.6%, respectively, in the same period of 2013.

(vii)            The account variation mainly derives from favorable progress of lawsuits in the third quarter of 2013, with effects on the decrease of interest expenses in that period.

(viii)          The monetary variations increased mainly due to monetary restatements over escrow deposits referring to the third quarter of 2014, which are adjusted by the index defined by the Brazilian judiciary branch which varied between 0.6% in the third quarter of 2014 and 0.3% in the same period of 2013, partial receipt of court-ordered payment of government debt of Guarulhos in September 2014, and bills/invoices from accounts receivable in arrears which are adjusted depending on the date of payment by indexes IPCA (0.8% in the third quarter of 2014 and 0.6% in the same period of 2013) or IPC-FIPE (Consumer Price Index), 0.7% in the third quarter of 2014 and 0.3% in the same period of 2013).

(ix)              The account variation derives from financial investments in the period, indexed to CDI, due to CDI increase in the third quarter of 2014 (10.8%) compared to the same period of 2013 (9.7%).

(x)                The account variation derives from interest over agreements and installment payments in the third quarter of 2014.

 

(xi)              The expense related to the exchange rate variation on loans and financing mainly derives from the 11.3% appreciation of the US dollar and 2.8% appreciation of Yen against real in the third quarter of 2014, compared to a lower appreciation of these currencies in the same period of 2013, which was 0.7% and 1.6%, respectively.

 

 

Page 72 of 81


 
 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

26          Other Operating Income (expenses), net

 

 

July to September 2014

 

January to September 2014

 

July to September 2013

 

January to September 2013

 

 

 

 

 

 

 

 

Other net operating income

21,014

 

59,159

 

16,531

 

40,749

Other operating expenses (i)

(27,182)

 

(103,187)

 

(4,792)

 

(18,667)

 

 

 

 

 

 

 

 

Other net operating income (expenses)

(6,168)

 

(44,028)

 

11,739

 

22,082

 

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

 

Other operating expenses consist mainly of write-off of concessions due to obsolescence, discontinued construction works, unproductive wells, projects considered economically unfeasible.

 

(i)                 R$22.4 million increase in other operating expenses, mainly due to the write-off of obsolete assets (household connections, piping and hydraulic parts) in the third quarter of 2014 totaling R$26.3 million.

 

 

27           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. Below, main committed amounts as of September 30, 2014 are as follows:

 

 

 

October to December 2014

2015-2016

2017-2018

2019 onwards

Total

Contractual obligations - Expenses

416,735

1,468,627

84,105

3,785,124

5,754,591

Contractual obligations – Investments (i)

457,830

2,823,512

716,469

3,558,023

7,555,834

Total

874,565

4,292,139

800,574

7,343,147

13,310,425

 

(i)                 The main commitment refers to São Lourenço PPP, see Note 12 (h).

 

 

 

Page 73 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

28          Additional information on cash flows

 

 

 

 

January to September 2014

 

January to September 2013

 

 

 

 

 

Total additions of intangible assets as per Note 12

 

2,283,864

 

1,893,407

 

 

 

 

 

Items not affecting cash (see breakdown below)

 

(449,560)

 

(346,958)

 

 

 

 

 

Total additions to intangible assets as per statement of cash flows

 

1,834,304

 

1,546,449

 

 

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

 

 

Interest capitalized in the period

 

176,724

 

163,975

Contractors

 

37,535

 

(38,040)

Program contract commitments

 

70,250

 

36,779

Public-Private-Partnership

 

43,459

 

-

Leasing

 

78,817

 

149,074

Construction margin

 

42,775

 

35,170

Total

 

449,560

 

346,958

 

 

29          Events after the reporting period

 

 

On October 22, 2014, ARSESP published the Resolution nº 514 which approves the bonus by consumption reduction levels for SABESP’s Incentive Program to Reduce Water Consumption.

 

The bonus by levels of consumption reduction during the effectiveness period of the Incentive Program to Reduce Water Consumption will be:

 

(a) A thirty percent (30%) bonus for users whose monthly consumption is reduced by at least, twenty percent (20%) in relation to the  average consumption in the period between February 2013 and January 2014.

(b) A twenty percent (20%) bonus for users whose monthly consumption reduction exceeds or equals to fifteen percent (15%) and lower than twenty percent (20%) in relation to the average consumption in the period between  February 2013 and January 2014.

(c) A ten percent (10%) bonus for users whose monthly consumption reduction exceeds or equals to ten percent (10%) and lower than fifteen percent (15%) in relation to the average consumption in the period between February 2013 and January 2014.

 

The bonus by levels of consumption reduction shall apply to all the municipalities which currently already receive the bonus over the water and sewage bills.

 

The new levels of the Bonus Program will use as reference, consumption as of November 1, 2014.

 

 

Page 74 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

 

On November 13, 2014, the Board of Directors, pursuant to item VI of Article 13 of its Bylaws, having the Executive Board been heard, authorized the Company to request the São Paulo State Sanitation and Energy Regulatory Agency – ARSESP the publication of the recalculation of the tariffs to be applied in December 2014, as permitted by ARSESP Resolution 484/2014 and in accordance with the Board of Directors resolution of April 16, 2014.

 

 

 

 

 

 

Page 75 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 
 
Notes to the Interim Financial Information

 

 

Comments on the Company’s projections

 

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.

 

 

 

 

 

 

 

 

                                                                    

 

 

Page 76 of 81


 
 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 

 

Other Information Deemed as Relevant by the Company

 

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 09/30/2014

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524,285

50.3%

Management

 

 

 

 

Board of Directors

-

-

-

-

Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,524,285

50.3%

343,524,285

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,985,584

49.7%

339,985,584

49.7%

 

 

 

Page 77 of 81


 
 
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 

 

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

-

1,518

-

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%

 

 

2.         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
09/30/2014
(shares)

 

Common shares

Total

Shareholder

Number of shares

%

Number of shares

%

Treasury Department

343,524,285

50.3

343,524,285

50.3

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) 
ITR - Quarterly Information Form– 09/30/2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO  Version: 1 
 

Reports and Statements / Unqualified Report on Special Review

(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, 2014, which comprises the balance sheet as of September 30, 2014 and the related statements of income and comprehensive income for the three and nine-month period 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, 2014 – CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Version: 1

 

Other matters

Statements of value added

We have also reviewed the statements of value added (DVA) for the nine-month period ended September 30, 2014, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which 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 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 13, 2014

DELOITTE TOUCHE TOHMATSU

Délio Rocha Leite

Auditores Independentes

Engagement Partner

 

 

 

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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: November 28, 2014
 
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.