sbsitr1q16_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 May 26, 2016
(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):

 
 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

 

 

Table of Contents

 

Company Information

 

Capital Breakdown

1

Cash Proceeds

2

Parent Company's Financial Statements

 

Balance Sheet – Assets

3

Balance Sheet – Liabilities

4

Income Statement

 6

Statement of Comprehensive Income

7

Statement of Cash Flows

8

Statement of Changes in Equity

 

01/01/2016 to 03/31/2016

10

01/01/2015 to 03/31/2015

11

Income Statement

12

Comments on the Company's Performance

13

Notes to the Interim Financial Information

21

Comments on the Company's Projections

68

Other Information Deemed as Relevant by the Company

69

Reports and Statements

 

Unqualified Report on Special Review

71

 

 

 


 
 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Company Information / Capital Breakdown

 

 

Number of Shares (Units)

Current Quarter

03/31/2016

Paid-in Capital

 

Common

683,509,869

Preferred

0

Total

683,509,869

Treasury Shares

 

Common

0

Preferred

0

Total

0

 

 

 

 

PAGE: 1 of 72

 


 
 

 

 

ITR – Quarterly Information Form – 03/31/2016 - 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

3/24/2016

Interest on Capital

 

Common

 

0.21930

 

 

 

 

 

PAGE: 2 of 72

 


 
 

 

 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Parent Company’s Financial Statements / Balance Sheet- Assets (R$ thousand)

Code

Description

Current Quarter

03/31/2016

Previous Year

12/31/2015

1

Total Assets

33,973,592

33,706,614

1.01

Current Assets

3,340,819

3,450,333

1.01.01

Cash and Cash Equivalents

1,431,876

1,639,214

1.01.03

Accounts Receivable

1,616,441

1,483,127

1.01.03.01

Trade Receivables

1,465,570

1,326,972

1.01.03.02

Other Receivables

150,871

156,155

1.01.03.02.01

Related Party Balances and Transactions

150,871

156,155

1.01.04

Inventories

56,714

64,066

1.01.06

Recoverable Taxes

15,931

77,828

1.01.06.01

Current Recoverable Taxes

15,931

77,828

1.01.08

Other Current Assets

219,857

186,098

1.01.08.03

Other

219,857

186,098

1.01.08.03.01

Restricted Cash

26,559

29,156

1.01.08.03.20

Other Receivables

193,298

156,942

1.02

Noncurrent Assets

30,632,773

30,256,281

1.02.01

Long-Term Assets

1,325,546

1,332,517

1.02.01.03

Accounts Receivable

163,842

182,616

1.02.01.03.01

Trade Receivables

163,842

182,616

1.02.01.06

Deferred Taxes

127,197

128,242

1.02.01.06.01

Deferred Income Tax and Social Contribution

127,197

128,242

1.02.01.08

Receivables from Related Parties

720,473

715,952

1.02.01.08.03

Receivables from Controlling Shareholders

720,473

715,952

1.02.01.09

Other Noncurrent Assets

314,034

305,707

1.02.01.09.04

Escrow Deposits

82,941

76,663

1.02.01.09.05

ANA – Water National Agency

89,913

88,368

1.02.01.09.20

Other Receivables

141,180

140,676

1.02.02

Investments

86,847

85,062

1.02.02.01

Investments

29,907

28,105

1.02.02.01.04

Equity Investments

29,907

28,105

1.02.02.02

Investment Properties

56,940

56,957

1.02.03

Property, Plant and Equipment

326,581

325,076

1.02.04

Intangible Assets

28,893,799

28,513,626

1.02.04.01

Intangible Assets

28,893,799

28,513,626

1.02.04.01.01

Concession Contracts

8,678,053

8,640,650

1.02.04.01.02

Program Contracts

7,149,285

7,139,105

1.02.04.01.03

Services Contracts

12,682,182

12,367,017

1.02.04.01.04

Software License

384,279

366,854

 

 

PAGE: 3 de 72


 
 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1


Parent Company’s Financial Statements / Balance Sheet- Liabilities (R$ thousands)

 

Code

Description

Current Quarter

03/31/2016

Previous Year

12/31/2015

2

Total Liabilities

33,973,592

33,706,614

2.01

Current Liabilities

3,959,221

3,740,316

2.01.01

Labor and Pension Plan Liabilities

368,587

347,976

2.01.01.01

Social Security Liabilities

23,136

39,650

2.01.01.02

Labor Liabilities

345,451

308,326

2.01.02

Trade Payables

198,089

248,158

2.01.02.01

Domestic Suppliers

198,089

248,158

2.01.03

Tax Liabilities

314,830

107,295

2.01.03.01

Federal Tax Liabilities

307,204

98,842

2.01.03.01.01

Income Tax and Social Contribution Payable

216,635

0

2.01.03.01.02

PIS-PASEP and COFINS (taxes on revenue) Payable

42,518

40,505

2.01.03.01.03

INSS (social security contribution) Payable

33,029

33,836

2.01.03.01.20

Other Federal Taxes

15,022

24,501

2.01.03.02

State Taxes Liabilities

162

0

2.01.03.03

Municipal Taxes Liabilities

7,464

8,453

2.01.04

Borrowings and Financing

1,474,032

1,526,262

2.01.04.01

Borrowings and Financing

1,091,339

1,152,589

2.01.04.01.01

In Domestic Currency

201,944

251,343

2.01.04.01.02

In Foreign Currency

889,395

901,246

2.01.04.02

Debentures

370,456

361,718

2.01.04.03

Financing through finance lease

12,237

11,955

2.01.05

Other Liabilities

945,184

878,735

2.01.05.01

Payables to Related Parties

1,698

2,210

2.01.05.01.03

Payables to Controlling Shareholders

1,698

2,210

2.01.05.02

Other

943,486

876,525

2.01.05.02.01

Dividends and Interest on Capital Payable

127,441

127,441

2.01.05.02.04

Services Payable

482,976

387,279

2.01.05.02.05

Refundable Amounts

9,516

8,820

2.01.05.02.06

Program Contract Commitments

209,875

228,659

2.01.05.02.07

Private Public Partnership – PPP

33,806

33,255

2.01.05.02.09

Indemnities

19,014

19,084

2.01.05.02.20

Other Payables

60,858

71,987

2.01.06

Provisions

658,499

631,890

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

145,859

142,123

2.01.06.01.01

Tax Provisions

10,867

11,085

2.01.06.01.02

Social Security and Labor Provisions

50,586

55,120

2.01.06.01.04

Civil Provisions

84,406

75,918

2.01.06.02

Other Provisions

512,640

489,767

2.01.06.02.03

Provisions for Environmental

10,293

9,955

2.01.06.02.04

Provisions for Customers

440,146

413,107

2.01.06.02.05

Provisions for Suppliers

62,201

66,705

2.02

Non-Current Liabilities

15,668,976

16,249,692

2.02.01

Borrowings and Financing

10,719,144

11,595,338

2.02.01.01

Borrowings and Financing

7,001,909

7,353,397

2.02.01.01.01

In Domestic Currency

1,630,318

1,636,819

2.02.01.01.02

In Foreign Currency

5,371,591

5,716,578

 

 

PAGE: 4 de 72


 
 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

 Parent Company’s Financial Statements / Balance Sheet- Liabilities (R$ thousands)

 

Code

Description

Current Quarter

03/31/2016

Previous Year

12/31/2015

2.02.01.02

Debentures

3,189,022

3,719,001

2.02.01.03

Financing through finance lease

528,213

522,940

2.02.02

Other Payables

4,456,103

4,204,030

2.02.02.02

Other

4,456,103

4,204,030

2.02.02.02.04

Pension Plan Liabilities

2,892,361

2,832,216

2.02.02.02.05

Program Contract Commitments

87,703

92,055

2.02.02.02.06

Private Public Partnership – PPP

1,197,122

1,001,778

2.02.02.02.07

Indemnities

12,689

12,704

2.02.02.02.08

Labor Liabilities

15,786

16,345

2.02.02.02.09

Deferred COFINS and PASEP

134,277

132,921

2.02.02.02.20

Other Payables

116,165

116,011

2.02.04

Provisions

493,729

450,324

2.02.04.01

Tax, Pension Plan, Labor and Civil Provisions

315,447

315,082

2.02.04.01.01

Tax Provisions

52,401

51,050

2.02.04.01.02

Social Security and Labor Provisions

227,280

225,798

2.02.04.01.04

Civil Provisions

35,766

38,234

2.02.04.02

Other Provisions

178,282

135,242

2.02.04.02.03

Provisions for Environmental

117,353

72,669

2.02.04.02.04

Provisions for Customers

52,349

50,243

2.02.04.02.05

Provisions for Suppliers

8,580

12,330

2.03

Equity

14,345,395

13,716,606

2.03.01

Paid-Up Capital

10,000,000

10,000,000

2.03.04

Profit Reserve

4,069,988

4,069,988

2.03.04.01

Legal Reserve

784,955

784,955

2.03.04.08

Additional Dividend Proposed

11,453

11,453

2.03.04.10

Reserve for Investments

3,273,580

3,273,580

2.03.05

Retained Earnings/Accumulated Losses

628,789

0

2.03.06

Other Comprehensive Income

-353,382

-353,382

 

 

PAGE: 5 de 72


 
 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Parent Company’s Financial Statements / Income Statement (R$ thousands)

 

Code

Description

YTD Current Year

01/01/2016 to 03/31/2016

YTD Previous Year
01/01/2015 to 03/31/2015

3.01

Revenue from Sales and/or Services

3,027,842

2,468,641

3.02

Cost of Sales and/or Services

-1,941,276

-1,758,677

3.02.01

Cost of Sales and/or Services

-1,328,890

-1,182,301

3.02.02

Construction Cost

-612,386

-576,376

3.03

Gross Profit

1,086,566

709,964

3.04

Operating Income/Expenses

-457,903

426,298

3.04.01

Selling Expenses

-205,278

-184,481

3.04.02

General and Administrative Expenses

-260,194

577,608

3.04.04

Other Operating Income

7,629

29,283

3.04.04.01

Other Operating Income

10,144

34,086

3.04.04.02

COFINS and PASEP

-2,515

-4,803

3.04.05

Other Operating Expenses

-2,147

2,774

3.04.05.01

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

931

8,301

3.04.05.04

Surplus Cost of Electricity Sold

-2,955

-5,532

3.04.05.20

Other

-123

5

3.04.06

Equity Results

2,087

1,114

3.05

Income Before Financial Result and Taxes

628,663

1,136,262

3.06

Financial Result

340,160

-985,760

3.06.01

Financial Income

140,236

104,388

3.06.01.01

Financial Income

146,752

103,829

3.06.01.02

Exchange Gains

39

559

3.06.01.03

COFINS and PASEP

-6,555

0

3.06.02

Financial Expenses

199,924

-1,090,148

3.06.02.01

Financial Expenses

-283,356

-205,623

3.06.02.02

Exchange Adjustments on Liabilities

483,280

-884,525

3.07

Earnings Before Income Tax

968,823

150,502

3.08

Income Tax and Social Contribution

-340,034

167,676

3.08.01

Current

-338,989

0

3.08.02

Deferred

-1,045

167,676

3.09

Net Result from Continued Operations

628,789

318,178

3.11

Profit/Loss for the Period

628,789

318,178

3.99

Earnings per Share - (Reais / Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common Share

0.91994

0.46551

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common Share

0.91994

0.46551

 

 

PAGE: 6 de 72


 
 

 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

 

Parent Company’s Financial Statements / Statement of Comprehensive Income

 

(R$ thousands)

Code

Description

YTD Current Year

01/01/2016 to
03/31/2016

YTD Previous Year

01/01/2015 to
03/31/2011

4.01

Net Income for the Period

628,789

318,178

4.3

Comprehensive Income for the Period

628,789

318,178

 
 

PAGE: 7 de 72


 
 

 

ITR – Quarterly Information Form – 03/31/2016 - 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

01/01/2016 to 03/31/2016

YTD Previous Year
01/01/2015 to 03/31/2015

6.01

Net Cash from Operating Activities

732,647

476,478

6.01.01

Cash from Operations

1,212,445

758,316

6.01.01.01

Profit (Loss) before Income Tax and Social Contribution

968,823

150,502

6.01.01.02

Provision and Inflation Adjustments on Provisions

122,301

-84,524

6.01.01.03

GESP Agreement

0

-696,283

6.01.01.04

Finance Charges from Customers

-67,055

-49,035

6.01.01.05

Residual Value of Property, Plant and Equipment and Intangible Assets Written-off

339

-8,301

6.01.01.06

Depreciation and Amortization

284,656

253,308

6.01.01.07

Interest on Borrowings and Financing Payable

136,821

121,043

6.01.01.08

Monetary and Exchange Change on Borrowings and Financing

-430,351

940,559

6.01.01.09

Interest and Monetary Change on Liabilities

9,967

6,045

6.01.01.10

Interest and Monetary Change on Assets

-50,977

-14,807

6.01.01.11

Allowance for Doubtful Accounts

56,078

47,343

6.01.01.12

Provision for Consent Decree (TAC)

1,073

-43,148

6.01.01.13

Equity Results

-2,087

-1,114

6.01.01.14

Provision for Sabesprev Mais

2,277

2,044

6.01.01.15

Other Provisions/Reversals

-6,900

-3,563

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

97,402

68,423

6.01.01.17

Gross Margin over Intangible Assets Resulting from Concession Contracts

-12,894

-12,090

6.01.01.18

Pension Plan Liabilities

102,972

81,914

6.01.02

Changes in Assets and Liabilities

-205,275

-70,537

6.01.02.01

Trade Receivables

-90,341

2,367

6.01.02.02

Related Party Balances and Transactions

17,534

12,556

6.01.02.03

Inventories

7,242

6,638

6.01.02.04

Recoverable Taxes

61,897

-25,804

6.01.02.05

Other Receivables

-32,345

-19,428

6.01.02.06

Escrow Deposits

9,422

-648

6.01.02.08

Contractors and Suppliers

-5,380

-11,648

6.01.02.09

Payroll, Provisions and Social Contribution

19,538

25,774

6.01.02.10

Pension Plan Liabilities

-42,827

-39,927

6.01.02.11

Taxes and Contributions Payable

-85,300

4,643

6.01.02.12

Services Received

-1,705

15,434

6.01.02.13

Other Liabilities

-12,079

-8,182

6.01.02.14

Provisions

-52,287

-32,081

6.01.02.15

Deferred COFINS/PASEP

1,356

-231

6.01.03

Other

-274,523

-211,301

6.01.03.01

Interest Paid

-228,369

-193,558

6.01.03.02

Income Tax and Social Contribution Paid

-46,154

-17,743

6.02

Net Cash from Investing Activities

-411,287

-530,248

6.02.01

Acquisition of Intangible Assets

-400,978

-519,959

6.02.02

Acquisition of Property, Plant and Equipment

-12,906

-8,402

6.02.03

Increase in Investments

0

244

 

 

PAGE: 8 de 72


 
 

 

ITR – Quarterly Information Form – 03/31/2016 - 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

01/01/2016 to 03/31/2016

YTD Previous Year
01/01/2015 to 03/31/2015

6.02.04

Restricted Cash

2,597

-2,131

6.03

Net Cash from Financing Activities

-528,698

68,750

6.03.01

Funding

174,708

311,671

6.03.02

Amortization

-662,193

-203,905

6.03.04

Public-Private Partnership (PPP)

-8,111

-5,611

6.03.05

Program Contract Commitments

-33,102

-33,405

6.05

Increase (Decrease) in Cash and Cash Equivalents

-207,338

14,980

6.05.01

Opening Cash and Cash Equivalents

1,639,214

1,722,991

6.05.02

Closing Cash and Cash Equivalents

1,431,876

1,737,971

 

 

PAGE: 9 de 72


 
 

 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Parent Company’s Financial Statements / Statement of Changes in Equity - 01/01/2016 to 03/31/2016 (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

10,000,000

0

4,069,988

0

-353,382

13,716,606

5.03

Restated Opening Balances

10,000,000

0

4,069,988

0

-353,382

13,716,606

5.05

Total Comprehensive Income

0

0

0

628,789

0

628,789

5.05.01

Net Income for the Period

0

0

0

628,789

0

628,789

5.07

Closing Balances

10,000,000

0

4,069,988

628,789

-353,382

14,345,395

 

 

PAGE: 10 de 72


 
 

 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Parent Company’s Financial Statements / Statement of Changes in Equity - 01/01/2015 to 03/31/2015 (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

10,000,000

0

3,694,151

0

-389,748

13,304,403

5.03

Restated Opening Balances

10,000,000

0

3,694,151

0

-389,748

13,304,403

5.05

Total Comprehensive Income

0

0

0

318,178

0

318,178

5.05.01

Net Income for the Period

0

0

0

318,178

0

318,178

5.07

Closing Balances

10,000,000

0

3,694,151

318,178

-389,748

13,622,581

 

 

PAGE: 11 de 72


 
 

 

ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Parent Company’s Financial Statements / Statement of Value Added (R$ thousands)

 

Code

Description

YTD Current Year

01/01/2016 to 03/31/2016

YTD Previous Year

01/01/2015 to 03/31/2015

7.01

Revenue

3,149,974

2,579,701

7.01.01

Operating Revenue

2,570,628

2,004,492

7.01.02

Other Revenue

10,144

34,086

7.01.03

Revenue from the Construction

625,280

588,466

7.01.04

Allowance for/Reversal of Doubtful Accounts

-56,078

-47,343

7.02

Inputs Acquired from Third Parties

-1,266,547

-1,051,814

7.02.01

Costs of Sales and Services

-1,059,023

-989,974

7.02.02

Materials, Energy, Outside Services and Other

-205,377

-64,614

7.02.04

Other

-2,147

2,774

7.03

Gross Value Added

1,883,427

1,527,887

7.04

Retentions

-284,656

-253,308

7.04.01

Depreciation, Amortization and Depletion

-284,656

-253,308

7.05

Net Value Added Produced

1,598,771

1,274,579

7.06

Wealth Received in Transfer

148,878

801,785

7.06.01

Equity Results

2,087

1,114

7.06.02

Finance Income

146,791

104,388

7.06.03

Other

0

696,283

7.06.03.01

GESP Reimbursement – Benefits Paid

0

696,283

7.07

Total Value Added to Distribute

1,747,649

2,076,364

7.08

Value Added Distribution

1,747,649

2,076,364

7.08.01

Personnel

534,056

498,634

7.08.01.01

Salaries and wages

335,347

322,756

7.08.01.02

Benefits

168,305

137,592

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

30,404

38,286

7.08.02

Taxes and Contributions

638,401

76,306

7.08.02.01

Federal

610,576

48,927

7.08.02.02

State

19,410

19,883

7.08.02.03

Municipal

8,415

7,496

7.08.03

Value Distributed to Providers of Capital

-53,597

1,183,246

7.08.03.01

Interest

-76,207

1,162,620

7.08.03.02

Rental

22,610

20,626

7.08.04

Value Distributed to Shareholders

628,789

318,178

7.08.04.03

Retained Earnings/Accumulated Loss for the Period

628,789

318,178

 

 

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Version: 1

 

1.     Financial Highlights

 

         

R$ million

 

 

1Q16

1Q15

Chg. (R$)

%

 

Gross operating revenue

2,570.6

2,004.5

566.1

28.2

 

Construction revenue

625.3

588.4

36.9

6.3

 

COFINS and PASEP taxes

(168.1)

(124.3)

(43.8)

35.2

(=)

Net operating revenue

3,027.8

2,468.6

559.2

22.7

 

Costs and expenses

(1,794.4)

(789.1)

(1,005.3)

127.4

 

Construction costs

(612.4)

(576.4)

(36.0)

6.2

 

Equity result

2.1

1.1

1.0

90.9

 

Other operating revenue (expenses), net

5.5

32.1

(26.6)

(82.9)

(=)

Earnings before financial result, income tax and social contribution

628.6

1,136.3

(507.7)

(44.7)

 

Financial result

340.2

(985.8)

1,326.0

(134.5)

(=)

Earnings before income tax and social contribution

968.8

150.5

818.3

543.7

 

Income tax and social contribution

(340.0)

167.7

(507.7)

(302.7)

(=)

Net income

628.8

318.2

310.6

97.6

 

Earnings per share* (R$)

0.92

0.47

 

 

 

* Total shares = 683,509,869

       

 

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

 

         

R$ million

 

 

1Q16

1Q15

Chg. (R$)

%

 

Net income

628.8

318.2

310.6

97.6

 

Income tax and social contribution

340.0

(167.7)

507.7

(302.7)

 

Financial result

(340.2)

985.8

(1,326.0)

(134.5)

 

Other operating revenues (expenses), net

(5.5)

(32.1)

26.6

(82.9)

(=)

Adjusted EBIT*

623.1

1,104.2

(481.1)

(43.6)

 

Depreciation and amortization

284.7

253.3

31.4

12.4

(=)

Adjusted EBITDA **

907.8

1,357.5

(449.7)

(33.1)

 

(%) Adjusted EBITDA margin

30.0

55.0

 

 

 

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Version: 1

 

 

 

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

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

 

 

In 1Q16, net operating revenue, including construction revenue, reached R$ 3.0 billion; a 22.7% increase compared to the same period of 2015.

Costs and expenses, including construction costs, totaled R$ 2.4 billion, 76.3% higher than the R$ 1.4 billion recorded in 1Q15.

Adjusted EBIT, in the amount of R$ 623.1 million, dropped 43.6% from R$ 1,104.2 million recorded in 1Q15.

Adjusted EBITDA, in the amount of R$ 907.8 million, reduced 33.1% from R$ 1,357.5 million recorded in 1Q15 (R$ 3,524.6 million in the last 12 months).

The adjusted EBITDA margin was 30.0% in 1Q16, versus 55.0% in 1Q15 (28.7% in the last 12 months). Excluding construction revenues and construction costs, the adjusted EBITDA margin was 37.2% in 1Q16 (71.6% in 1Q15 and 38.8% in the last 12 months).

In 1Q16 the Company recorded a net income of R$ 628.8 million, in comparison to a net income of R$ 318.2 million in 1Q15.

 

2.     Gross operating revenue

Gross operating revenue from water and sewage, not including construction revenue, totaled R$ 2.6 billion, an increase of R$ 566.1 million or 28.2%, when compared to the R$ 2.0 billion recorded in 1Q15.

 

 

The main factors that led to this variation were:

 

·         15.2% tariff increase (7.8% ordinary tariff adjustment and 6.9% extraordinary tariff revision) since June 2015;

·         Lower bonus granted within the Water Consumption Reduction Incentive Program, with a R$ 153.8 million impact in 1Q16, versus the R$ 211.2 million recorded in 1Q15;

·         Application of contingency tariff, in the amount of R$ 160.6 million in 1Q16 (R$ 79.3 million in 1Q15); and

·         Increase of 1.9% in the Company’s total billed volume (1.0% in water and 3.0% in sewage).

 

 

3.    Construction revenue

Construction revenue increased R$ 36.9 million or 6.3%, when compared to the previous year. The variation was mainly due to higher investments in the municipalities served by the Company.

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

4.    Billed volume

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

 

 

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

 

 

Water

 

 

Sewage

 

Water + Sewage

 

Category

1Q16

1Q15

%

1Q16

1Q15

%

1Q16

1Q15

%

Residential

380.4

369.1

3.1

320.3

308.7

3.8

700.7

677.8

3.4

Commercial

40.4

40.5

(0.2)

38.2

38.1

0.3

78.6

78.6

-

Industrial

7.7

8.5

(9.4)

9.5

9.9

(4.0)

17.2

18.4

(6.5)

Public

9.5

10.5

(9.5)

8.4

8.0

5.0

17.9

18.5

(3.2)

Total retail

438.0

428.6

2.2

376.4

364.7

3.2

814.4

793.3

2.7

Wholesale (3)

52.0

56.5

(8.0)

5.7

6.3

(9.5)

57.7

62.8

(8.1)

Total

490.0

485.1

1.0

382.1

371.0

3.0

872.1

856.1

1.9

                   

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

 

Water

 

Sewage

 

Water + Sewage

 

Region

1Q16

1Q15

%

1Q16

1Q15

%

1Q16

1Q15

%

Metropolitan

279.0

267.9

4.1

241.5

230.9

4.6

520.5

498.8

4.4

Regional (2)

159.0

160.7

(1.1)

134.9

133.8

0.8

293.9

294.5

(0.2)

Total retail

438.0

428.6

2.2

376.4

364.7

3.2

814.4

793.3

2.7

Wholesale (3)

52.0

56.5

(8.0)

5.7

6.3

(9.5)

57.7

62.8

(8.1)

Total

490.0

485.1

1.0

382.1

371.0

3.0

872.1

856.1

1.9

 

(1)   Unaudited

(2)   Including coastal and interior region

(3)   Reused water volume and non-domestic sewage are included in

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

5.  Costs, administrative, selling and construction expenses

In 1Q16, costs, administrative, selling and construction expenses, grew 76.3% (R$ 1,041.3 million). Excluding construction costs, total costs and expenses increased by 127.4%.

Excluding the effects of the non-recurring GESP Reimbursement transaction, costs and expenses increased by 16.7%.

As a percentage of net revenue, costs and expenses were 55.3% in 1Q15 and 79.5% in 1Q16.Excluding the effects of the GESP Reimbursement effects, costs and expenses as a percentage of net revenue came to 83.5% in 1Q15.

 

 

       

R$ million

 

1Q16

1Q15

Chg. (R$)

%

Payroll and benefits and pension plan obligations

574.3

534.5

39.8

7.4

Supplies

36.2

48.7

(12.5)

(25.7)

Treatment supplies

75.1

72.3

2.8

3.9

Services

282.4

295.9

(13.5)

(4.6)

Electric power

240.4

159.1

81.3

51.1

General expenses

224.6

54.4

170.2

312.9

Tax expenses

20.6

19.9

0.7

3.5

São Paulo state government reimbursement

-

(696.3)

696.3

-

Sub-total

1,453.6

488.5

965.1

197.6

Depreciation and amortization

284.7

253.3

31.4

12.4

Provision for doubtful credits

56.1

47.3

8.8

18.6

Sub-total

340.8

300.6

40.2

13.4

Costs, administrative and selling expenses

1,794.4

789.1

1,005.3

127.4

Construction costs

612.4

576.4

36.0

6.2

Costs, adm., selling and construction expenses

2,406.8

1,365.5

1,041.3

76.3

% of net revenue

79.5

55.3

 

 

 

 

5.1.  Payroll and benefits and pension plan obligations

 

In 1Q16 payroll and benefits increased R$ 39.8 million or 7.4%, due to the following:

 

·         R$ 18.8 million in the provision for the pension plan, arising from changes in actuarial assumptions;

·         R$ 14.5 million, mainly due to the average wage increase of 9.7% in May 2015 and by the application of 1% related to the career and wage plan, since July 2015; and

·         R$ 5.9 million, due to the adjustment in healthcare expenses since July 2015.

 

 

5.2.  Supplies

 

In 1Q16, expenses with supplies decreased R$ 12.5 million or 25.7%, from R$ 48.7 million to R$ 36.2 million, mostly due to the following:

 

·         Fuel, in the amount of R$ 6.7 million, mostly due to the fact that the generators used to pump water from the Cantareira System technical reserve were turned off in December 2015; and

·         Lower use of materials in preventive and corrective maintenance in water and sewage systems, in computerized systems and conservation of properties and installations, in the amount of R$ 5.9 million.

 

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Version: 1

 

5.3.  Services

 

Services expenses, in the amount of R$ 282.4 million, dropped R$ 13.5 million or 4.6%, in comparison to R$295.9 million in1Q15. The main factors that led to this decrease were:

·         Water and sewage systems and connections maintenance, in the amount of R$ 10.3 million; and

·         Advertising campaigns, in the amount of R$ 4.0 million, mainly due to the intensification in 1Q15, for the rational use of water.

 

 

5.4.  Electric power

 

Electric power expenses totaled R$ 240.4 million, an increase of R$ 81.3 million or 51.1% in comparison to the R$ 159.1 million in 1Q15. The main factors that contributed to this increase were:

 

 

·         Average increase of 38.3% in the regulated market tariffs, with no significant variation in consumption;

·         Average increase of 165.2% in the grid market tariffs (TUSD), with a 5.3% decrease in consumption; and

·         Average increase of 10.5% in the free market tariff, with a 7.5% decrease in consumption.

 

 

In 1Q16 the regulated market accounted for 39.3% of the total electric power consumed by the Company, the free market accounted for 31.0% and the grid market accounted for 29.7% of total consumption.

 

 

5.5.  General expenses

 

General expenses increased R$ 170.2 million, totaling R$ 224.6 million, versus the R$ 54.4 million recorded in 1Q15, mainly due to:

 

 

·         R$ 138.7 million increase in the provision for lawsuits; and

·         Higher provision for the Municipal Fund for Environmental Sanitation and Infrastructure, in the amount of R$ 27.7 million, as a result of the increase in revenues with the municipality of São Paulo.

 

 

5.6.  São Paulo state government reimbursement

 

In 1Q15, the Company entered into an agreement with the São Paulo state government to receive the undisputed amount, related to the state’s debt with the Company, for the payment of the benefits to former employees (G0) dealt with by state Law #4,819, of August 26, 1958, that generated a credit in the result in the amount of R$ 696.3 million.

 

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Version: 1

 

5.7.  Depreciation and amortization

 

R$ 31.4 million increase or 12.4%, reaching R$ 284.7 million in comparison to the R$ 253.3 million recorded in 1Q15, largely due to the beginning of operations of intangible assets, in the amount of R$ 2.4 billion.

 

 

5.8.  Provision for doubtful credits

 

Increased R$ 8.8 million, mainly due to the lower recovery of amounts through settlements in 1Q16, in the amount of R$ 12.8 million, partially offset by the reduction in provisions for revenue losses, in the amount of R$ 4.0 million.

 

 

6.    Other operating revenues (expenses), net

 

Other net operational revenues and expenses reported a negative variation of R$ 26.6 million, mainly due to the R$ 21.5 million drop from the sale of surplus electricity between the analyzed periods.

 

 

7.    Financial result

 

       

R$ million

 

1Q16

1Q15

Chg.

%

Financial expenses, net of revenues

(99.8)

(63.8)

(36.0)

56.4

Net monetary and exchange variation

440.0

(922.0)

1,362.0

(147.7)

Financial result

340.2

(985.8)

1,326.0

(134.5)

 

7.1. Financial incomes and expenses

 

       

R$ million

 

1Q16

1Q15

Chg.

%

Financial expenses

 

 

 

 

Interest and charges on international loans and financing

(37.6)

(30.4)

(7.2)

23.7

Interest and charges on domestic loans and financing

(95.2)

(86.7)

(8.5)

9.8

Other financial expenses

(52.5)

(20.2)

(32.3)

159.9

Total financial expenses

(185.3)

(137.3)

(48.0)

35.0

Financial revenues

85.5

73.5

12.0

16.3

Financial expenses net of revenues

(99.8)

(63.8)

(36.0)

56.4

 

7.1.1. Financial expenses

 

Financial expenses grew R$ 48.0 million. The main reasons were:

 

·         R$ 7.2 million in interest and charges on international borrowings and financing, due to the increase in the debt balance, despite the depreciation of the US dollar and the Yen versus the Brazilian Real in 1Q16 (-8.9% and -2.4%, respectively);

·         R$ 8.5 million in interest and charges on domestic borrowings and financing, especially due to the funding of the 20th debenture issue, in December 2015; and

·         R$ 32.3 million in other financial expenses, largely due to the higher provision of interest on lawsuits in 1Q16.

 

 

7.1.2. Financial income

 

Financial income increased R$ 12.0 million, largely due to the increased recognition of interest on installment agreements and financial investments in 1Q16.

 

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Version: 1

 

7.2. Monetary and exchange rate variation on assets and liabilities

 

 

       

R$ million

 

1Q16

1Q15

Chg.

%

Monetary variation on loans and financing

(52.9)

(56.2)

3.3

(5.9)

Currency exchange variation on loans and financing

483.3

(884.5)

1,367.8

(154.6)

Other monetary variations

(45.1)

(12.2)

(32.9)

269.7

Monetary/exchange rate variation on liabilities

385.3

(952.9)

1,338.2

(140.4)

Monetary/exchange rate variation on assets

54.7

30.9

23.8

77.0

Monetary/exchange rate variation, net

440.0

(922.0)

1,362.0

(147.7)

 

 

The effect in 1Q16 was R$ 1,362.0 million, lower than in 1Q15, especially due to the positive variation of R$ 1,367.8 million in expenses with exchange rate variation on borrowings and financing, due to the depreciation of the US dollar and the Yen versus the Brazilian Real in 1Q16 (-8.9% and -2.4%, respectively), when compared to the appreciation recorded in 1Q15 (20.8% and 20.3%, respectively). This amount was partially offset by the increase of R$ 32.9 million from higher provisions for the monetary restatement of lawsuits in 1Q16.

 

 

8.    Income tax and social contribution

Grew R$ 507.7 million, due to the increase in taxable income in 1Q16, when compared to the net loss recorded in 1Q15.

 

 

9.    Indicators

 

9.1.  Operating

 

In the first quarter of 2016, due to the greater availability of water, production volume increased by 8.8%.

 

Water losses moved up this quarter, although this was already expected given that the reduction observed until now was not only due to the loss control initiatives, but was also to the water crisis and the consequent need to lower network pressures as a means of managing demand.

 

 

Operating indicators *

1Q16

1Q15

%

Water connections (1)

8,477

8,258

2.7

Sewage connections (1)

6,917

6,705

3.2

Population directly served - water (2)

25.6

25.3

1.2

Population directly served - sewage (2)

22.9

22.5

1.8

Number of employees

13,816

14,167

(2.5)

Water volume produced (3)

667

613

8.8

IPM - Measured water loss (%)

29.9

29.0

3.1

IPDt (liters/connection x day)

275

290

(5.2)

 

(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 million of cubic meters

(*)    Unaudited

 

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Version: 1

 

9.2.  Financial

 

 

Economic Indexes * (quarter end)

1Q16

1Q15

Accumulated Amplified Consumer Price Index (%)

2.62

3.83

Accumulated Referential Rate (%)

0.45

0.23

Interbank Deposit Certificate (%)

14.13

12.60

US DOLAR (R$)

3.5589

3.2080

YEN (R$)

0.03166

0.02675

 

* Unaudited

 

 

10.    Borrowings and financing

 

 

               

R$ million

INSTITUTION

2016

2017

2018

2019

2020

2021

2022 to 2038

Total

Local market

 

 

 

 

 

 

 

 

Caixa Econômica Federal

38.1

55.0

58.6

60.3

62.4

65.5

728.0

1,067.9

Debentures

89.6

592.8

876.2

978.9

406.1

193.1

422.8

3,559.5

BNDES

59.6

79.5

79.5

79.5

61.8

61.3

261.0

682.2

Commercial Leasing

8.3

22.0

23.3

24.7

26.3

27.9

408.0

540.5

Others

0.5

0.7

1.4

1.4

1.3

1.3

5.2

11.8

Interest and charges

58.2

12.0

0.0

0.0

0.0

0.0

0.0

70.2

Local market total

254.3

762.0

1,039.0

1,144.8

557.9

349.1

1,825.0

5,932.1

International market

 

 

 

 

 

 

 

 

IADB

117.5

202.7

113.3

113.3

113.3

113.3

1,209.2

1,982.6

IBRD

0.0

0.0

0.0

7.3

14.5

14.5

181.0

217.3

Eurobonds

498.2

0.0

0.0

0.0

1,241.7

0.0

0.0

1,739.9

JICA

34.6

70.6

72.0

116.2

116.2

116.2

1,274.5

1,800.3

BID 1983AB

85.2

85.2

84.3

63.0

60.9

27.4

52.3

458.3

Interest and charges

62.6

0.0

0.0

0.0

0.0

0.0

0.0

62.6

International market total

798.1

358.5

269.6

299.8

1,546.6

271.4

2,717.0

6,261.0

Total

1,052.4

1,120.5

1,308.6

1,444.6

2,104.5

620.5

4,542.0

12,193.1

 

11.    Capex

In the first quarter of 2016, the Company invested R$665.4 million.

 

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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 and sewage services 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.

 

As of March 31, 2016, the Company operated water and sewage services in 365 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 365 municipalities. As of March 31, 2016, the Company had 367 contracts.

 

SABESP is not temporarily operating in some municipalities due to judicial orders. The lawsuits in progress refer to Cajobi, Iperó and Macatuba, and the carrying amount of these municipalities’ intangible assets was R$9,573 as of March 31, 2016 (R$9,574 as of December 31, 2015).

 

As of March 31, 2016, 53 concession agreements had expired and are being negotiated. From March 31, 2016 to 2030, 36 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 March 31, 2016, 278 program and services contracts were signed (278 contracts as of December 31, 2015).

 

As of March 31, 2016, the carrying amount of the underlying assets used in the 53 concessions of the municipalities under negotiation totaled R$6,203,708, accounting for 21.47% of the total, and the related gross revenue for the three-month period then ended totaled R$404,268, accounting for 12.65% of the total.

 

The Company’s operations are concentrated in the municipality of São Paulo, which represents 52.83% of the gross revenues as of March 31, 2016 (46.75% as of March 31, 2015) and 43.89% of intangible assets (43.37% as of  December 31, 2015).

 

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.

 

Also, on June 23, 2010, the State of São Paulo, the Municipality 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.

 

The Company operates under an authorization by public deed in some municipalities in the Santos coast region and in the Vale do Ribeira, where the Company started to operate after the merger of the companies that formed it. In September 2015, the Company entered into a water supply and sewage public utility services agreement with the municipality of Santos. Additional information is presented in Note 9(d) of the Annual Financial Statements of December 31, 2015.

 

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Version: 1

 

 

Notes to the Interim Financial Information

 

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, which amended Article 7-A of Law 11,578 of November 26, 2007, 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.

 

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, Attend Ambiental and Paulista Geradora de Energia. 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.

 

In the first quarter of 2016, the Company’s operations were still influenced by the 2014-2015 water shortage, which presented the lowest rainfall and inflow ever seen in 85 years, especially in the reservoirs composing the Cantareira System. During the rainy season, from October 2015 to March 2016, rainfall in the region returned to the normal levels expected for the period. Improved rainfall during the rainy season, which began in October 2015, the various measures adopted by the Company to mitigate water shortage impacts and continue serving the population, the collaboration of the population in water saving and the emergency works undertaken in 2014 and 2015 resulted in the partial recovery of water levels in the reservoirs of the Cantareira System.

 

The Company has adopted several between February 2014 and the first months of 2016, such as:

 

·          Using pumps to remove water below the catchment level of the Cantareira System, the so-called “technical reserve”;

·          Offering of financial incentives to reduce consumption through bonus granted to consumers, whose volume consumed is below the average stipulated;

·          Using treated water from other producing systems to serve consumers previously supplied by the Cantareira System;

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

·          Reducing pressure in the distribution network, in order to prevent water losses;

·          Adjusting the treated the water volume sold to municipalities which operate their own distribution networks, due to lower availability;

·          Anticipating investments to expand water safety in the Metropolitan Region of São Paulo - RMSP

·          Performing short-term emergency works to increase water availability in the reservoirs, improving and optimizing supply systems in the RMSP, thereby lessening the impacts arising from the drought;

·          Installing of ultrafiltration membranes which enabled rapid increase in the Guarapiranga and in the Rio Grande Systems’ water production; and

·          Implementing of the contingency tariff for consumers whose volume consumed is above the average stipulated.

 

At the end of September 2015, the main work was concluded and delivered to contribute to the water supply in the Metropolitan Region of São Paulo. This interconnection will enable the transfer of up to 4m³/s of the Rio Grande Reservoir (Billings) to the Alto Tietê System, bringing more water safety so that this system expand to regions previously served only by the Cantareira System.

 

 

 

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Version: 1

 

 

Notes to the Interim Financial Information

 

Due to the normalization of rainfall in the rainy season, between October 2015 and January 2016, it was no longer necessary to pump water from the technical reserve of the PCJ Basin and the rules to obtain discounts (bonus) were changed in February 2016. As of March 24, 2016, in view of the increased rainfall and the predictability of water levels in the reservoirs, the Company requested ARSESP to cancel the Water Consumption Reduction Incentive Program and the Contingency Tariff. ARSESP complied with the Company’s request as of March 31, 2016 and the cancellation of the Water Consumption Reduction Incentive Program and the Contingency Tariff will be applied to the hydrometer readings as of May 1, 2016. Additionally, since December 2015, the period in which the pumping of the water pressure is reduced in the pipelines is returning to normal, i.e., only at night, as it was before the water crisis.

 

The water reservation volume at the reservoirs relies on several factors, such as levels of rain, temperature and atmospheric humidity, as well as the type and humidity of soil in water resources regions.

 

This scenario of water shortage also had adverse effects for the Company. As a result, since 2014, the Company has taken decisions to minimize these effects, such as:

 

·          Rearrangement of investments;

·          Expense budget reduction,

·          Negotiation of overdue receivables (until March 31, 2016, the Company included in the State CADIN a total of 39 municipalities with unpaid water bills, including those municipalities served by wholesale);

·          Contracting guarantee insurance for escrow deposits; and

·          Application of the extraordinary tariff revision since June 2015.

 

The Company’s Management expects that these measures and its impacts in generating of operating cash and the lines of credit available for investments, will be sufficient to meet its short-term liabilities and not compromise the actions necessary to overcome the water shortage, preserving consumers’ supply.

 

See other disclosures about this matter in Note 24 – operating revenue.

 

The interim financial information was approved by the Board of Directors on May 12, 2016.

 

 

2                   Basis of preparation and presentation of the financial statements

 

Presentation of the quarterly financial information

 

The quarterly financial information as of March 31, 2016, 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 March 31, 2016, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the Annual Financial Statements as of December 31, 2015, 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.

 

3                   Summary of significant accounting policies

 

The accounting policies used in the preparation of the quarterly financial information for the quarter ended March 31, 2016 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2015. These policies are disclosed in Note 3 to the Annual Financial Statements.

 

 

 

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Notes to the Interim Financial Information

 

4                   Risk Management

 

4.1  Financial Risk Management

Financial risk factors

The Company's activities are affected by Brazilian economic scenario, making it exposed to market risk (exchange rate and 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 currency fluctuations, since the Company has foreign currency-denominated liabilities, mainly US dollar and yen-denominated short and long-term borrowings.

 

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

 

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 borrowings and financing raised in the market and related financial expenses. The Company does not maintain hedge or swap contracts or any derivative financial instrument to hedge against this risk.

 

A significant amount of the Company’s financial debt is indexed to the U.S. dollar and Yen, in the total amount of R$6,285,244 as of March 31, 2016 (R$6,640,256 as of December 31, 2015). Below, the Company’s exposure to exchange risk:

 

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Version: 1

 

 

Notes to the Interim Financial Information

 

 

March 31, 2016

December 31, 2015

 

Foreign currency

R$

Foreign currency

R$

 

 

 

 

 

Borrowings and financing – US$

1,241,841

4,419,588

1,242,273

4,850,827

Borrowings and financing – Yen

56,951,867

1,803,096

53,906,927

1,748,202

Interest and charges from borrowings and financing – US$

 

58,742

 

29,813

Interest and charges from borrowings and financing – Yen

 

3,818

 

11,414

Total exposure

 

6,285,244

 

6,640,256

Borrowing cost – US$

 

(21,450)

 

(19,786)

Borrowing cost – Yen

 

(2,808)

 

(2,646)

Total foreign currency-denominated borrowings (Note 15)

 

6,260,986

 

6,617,824

 

 

The 5% decrease in foreign-currency denominated debt between March 31, 2016 and December 31, 2015, was mainly due to the following:

 

1)        Exchange rate changes, due to the 8.9% decrease in the US dollar, from R$3.9048 as of December 31, 2015 to R$3.5589 as of March 31, 2016. The US dollar-denominated debt accounts for 71.2% of foreign currency-denominated debts;

2)       A 3.1% increase in Yen-denominated debt, due to the funding of JICA 19 loan agreement, in the amount of R$137,167. This increase was reduced due to the 2.4% drop in the Yen exchange rate, from R$0.03243 as of December 31, 2015, to R$0.03166 as of March 31, 2016.

 

As of March 31, 2016, if the Brazilian real had depreciated or appreciated by 10% against the US dollar and Yen, effects on results before taxes on the three-month period ended March 31, 2016, considering the other variables are as remaining constant, in addition to the impacts mentioned above, would have been R$628,524 (R$664,026 December 31, 2015), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated borrowings.

 

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.

 

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Version: 1

 

Notes to the Interim Financial Information

 

 

 

Scenario I (Probable)

Scenario II

(+25%)

Scenario III

(+50%)

 

(*)

 

 

Net currency exposure as of March 31, 2016 (Liabilities) in US$

1,241,841

1,241,841

1,241,841

 

 

 

 

US$ rate as of March 31, 2016

3.5589

3.5589

3.5589

Exchange rate estimated to according to the scenario

4.2000

5.2500

6.3000

Difference between the rates

(0.6411)

(1.6911)

(2.7411)

 

 

 

 

Effect on net financial result R$ - (loss)

(796,144)

(2,100,077)

(3,404,010)

 

 

 

 

Net currency exposure as of March 31, 2016 (Liabilities) in Yen

56,951,867

56,951,867

56,951,867

 

 

 

 

Yen rate as of March 31, 2016

0.03166

0.03166

0.03166

Exchange rate estimated according to the scenario

0.03363

0.04204

0.05044

Differences between the rates

(0.00197)

(0.01038)

(0.01878)

 

 

 

 

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

(112,195)

(591,160)

(1,069,556)

 

 

 

 

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

(908,339)

(2,691,237)

(4,473,566)

 

 

 

 

(*) For the probable scenario in US dollar, the exchange rate estimated for March 31, 2017 was used, pursuant to the Focus Report – BACEN, while for the Yen, the average exchange rate was considered for the 12-month period after March 31, 2016, according to BM&FBovespa Reference Rate report.

 

 

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 borrowings 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 borrowings and financing subject to variable interest rate:

 

 

March 31, 2016

December 31, 2015

 

 

 

TR(i)

1,490,213

1,498,085

CDI(ii)

1,082,228

1,617,191

TJLP(iii)

1,102,506

1,114,977

IPCA(iv)

1,658,432

1,623,201

LIBOR(v)

2,665,839

2,926,628

Interest and charges

83,687

144,546

Total

8,082,905

8,924,628

 

 

(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

 

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Version: 1

 

 

Notes to the Interim Financial Information

 

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 borrowings, financing and interest rates affecting the Company's indebtedness.

 

As of March 31, 2016, if interest rates on borrowings and financing had been 1% higher or lower with all other variables held constant, the effects on profit before taxes for the three-month period ended March 31, 2016 would have been R$80,829 (R$89,246 in December 31, 2015), lower or higher, mainly as a result of lower or higher interest expense on floating rate borrowings 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 and accounts receivable from related parties. Credit risk exposure to customers is mitigated by sales to a dispersed base.

 

The maximum exposures to credit risk as of March 31, 2016 are the carrying amounts of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade receivables and accounts receivable from related parties in the balance sheet date. See additional information in Notes 6, 7, 8 and 9.

 

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

 

March 31, 2016

December 31, 2015

Cash at bank and short-term bank deposits

 

 

AAA(bra)

1,430,973

1,638,589

Other (*)

903

625

 

1,431,876

1,639,214

 

(*)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 deposit transactions and financial investments in domestic currency (R$ - domestic rating) during the period is as follows:

 

Banks

Fitch

Moody's

Standard Poor's

 

 

 

 

Banco do Brasil S/A

AAA(bra)

Aa2.br

-

Banco Santander Brasil S/A

AAA(bra)

Aa1.br

brAA-

Brazilian Federal Savings Bank

AAA(bra)

Aa2.br

brAA-

Banco Bradesco S/A

AAA(bra)

Aa2.br

brAA-

Itaú Unibanco Holding S/A

AAA(bra)

Aa2.br

brAA-

 

 

(c) Liquidity risk

 

The Company's liquidity is primarily reliant upon cash provided by operating activities, borrowings 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 operating and capital expenditures needs, as well as the payment of debts.

 

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Notes to the Interim Financial Information

 

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

 

The table below shows the financial liabilities of the Company and São Lourenço PPP’s commitments, into relevant maturities, including the installment of principal and future interest to be paid according to the agreement.

 

 

 

April to December 2016

2017

2018

2019

2020

2021 onwards

Total

As of March 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Borrowings and financing

1,439,910

1,638,641

1,778,733

1,864,268

2,474,349

6,880,463

16,076,364

Accounts payable to suppliers and contractors

198,089

-

-

-

-

-

198,089

Services payable

482,976

-

-

-

-

-

482,976

Public-Private Partnership – PPP (*)

34,528

46,038

342,289

342,289

342,289

5,556,197

6,663,630

Program contract commitments

208,958

38,818

28,358

28,569

851

17,198

322,752

 

(*)The Company also considered future commitments (construction not yet performed) not yet recognized in the financial statements related to São Lourenço PPP, due to the relevance of future cash flows, the impacts on its operations and the fact the Company already has formalized this commitment through an agreement signed by the parties.

 

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 borrowings and financing agreements including cross default clauses, i.e., the early maturity of any debt, may imply the early maturity of these agreements. The indicators are continuously monitored in order to avoid the execution of this clause.

 

(d)        Other price risks

 

The Company is exposed to the price risk of investment in equity instruments of Companhia de Transmissão de Energia Elétrica Paulista – CTEEP, solely held for trading purposes in the short term. These shares were received in March 2015 as payment for the 24 initial installments of the GESP Agreement (further information about the GESP Agreement can be found in Note 10 (a) (vii) to the Annual Financial Statements of December 31, 2015). The balance totaled R$107,275 as of March 31, 2016 and is recorded under “other receivables” in current assets. As disclosed in Note 30, these shares were sold on April 20, 2016 for R$111.1 million.

 

Sensitivity analysis of equity instruments price

 

The sensitivity analysis was determined based on the exposure to the equity instruments price at the end of the reporting period.

 

As of March 31, 2016, if the equity instrument had appreciated or depreciated by 10%, compared to its market value, with all other variables held constant, the effect on results before taxes on the period would R$10,727, higher or lower.

 

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Notes to the Interim Financial Information

 

(e)         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, due to the estimates used in the measurement.

 

March 31, 2016

Indicators

Exposure

Scenario I

(Probable) (i)

Scenario II

25%

Scenario III

50%

 

 

 

 

 

Assets

 

 

 

 

CDI

1,371,249

12,7900%(*)

9,5925%

6,3950%

Financial income

 

175,383

131,537

87,691

 

 

 

 

 

Liabilities

 

 

 

 

CDI

(1,082,228)

12,7900%(*)

9,5925%

6,3950%

Interest to be incurred

 

(138,417)

(103,813)

(69,208)

 

 

 

 

 

CDI net exposure

289,021

36,966

27,724

18,483

 

 

 

 

 

Liabilities

 

 

 

 

TR

(1,490,213)

0,0138%(***)

0,0173%

0,0207%

Expenses to be incurred

 

(206)

(258)

(308)

 

 

 

 

 

IPCA

(1,658,432)

6,0000%(*)

7,5000%

9,0000%

Expenses to be incurred

 

(99,506)

(124,382)

(149,259)

 

 

 

 

 

TJLP

(1,102,506)

7,5000%(*)

9,3750%

11,2500%

Interest to be incurred

 

(82,688)

(103,360)

(124,032)

 

 

 

 

 

LIBOR

(2,665,839)

0,7363%(**)

0,9203%

1,1044%

Interest to be incurred

 

(19,629)

(24,534)

(29,442)

 

 

 

 

 

Total net expenses to be incurred

 

(165,063)

(224,810)

(284,558)

 

 

 

 

 

(*) Source: CDI and IPCA (Focus Report – BACEN, March 31, 2016) and TJLP of March 31, 2016 (BACEN).

(**) Source: Bloomberg

(***)Source: BM&FBovespa

 

(i) Refers to the scenario of interest to be incurred for the 12 months as of March 31, 2016 or until the maturity of the agreements, whichever is shorter.

 

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Notes to the Interim Financial Information

 

4.2 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 borrowings and financing less cash and cash equivalents. Total capital is calculated as total equity as shown in the balance sheet plus net debt.

 

 

March 31, 2016

December 31, 2015

 

 

 

Total borrowings and financing (Note 15)

12,193,176

13,121,600

(-) Cash and cash equivalents (Note 6)

(1,431,876)

(1,639,214)

 

 

 

Net debt

10,761,300

11,482,386

Total equity

14,345,395

13,716,606

 

 

 

Total capital

25,106,695

25,198,992

 

 

 

Leverage ratio

43%

46%

 

 

The leverage ratio decreased from 46% as of December 31, 2015 to 43% as of March 31, 2016, due to the decreased balance of foreign-currency denominated borrowings and financing as a result of 8.9% and 2.4% depreciations of the US dollar and the Yen, respectively, on March 31, 2016.

 

4.3 Fair value estimates

 

It is assumed that balances from trade receivables (current) and accounts payable to suppliers by carrying amount, less impairment, approximate their fair values, considering the short maturity. Long-term trade receivables also approximate their fair values, as they will be adjusted by inflation and/or will bear contractual interest rates over time.

 

4.4 Financial instruments

 

The Company has CTEEP’s shares, which are classified as financial asset held for trading and are recognized at fair value through profit or loss. This is the only financial instrument item of this category at March 31, 2016 and December 31, 2015. The Company’s financial instruments included in the borrowings and receivables category comprise cash and cash equivalents, trade receivables, related party balances, other receivables, balances receivable from the Water National Agency – ANA, and the financial instruments under other liabilities category comprised accounts payable to contractors and suppliers, borrowings 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.

 

As of March 31, 2016, the Company did not have financial liabilities classified as fair value through profit or loss.

 

The estimated fair values of financial instruments are as follows:

Financial assets

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Notes to the Interim Financial Information

 

 

March 31, 2016

December 31, 2015

 

Carrying amount

Fair value

Carrying amount

Fair value

Cash and cash equivalents

1,431,876

1,431,876

1,639,214

1,639,214

Restricted cash

26,559

26,559

29,156

29,156

Trade receivables

1,629,412

1,629,412

1,509,588

1,509,588

Water National Agency – ANA

89,913

89,913

88,368

88,368

Financial asset held for trading (*)

107,275

107,275

101,500

101,500

Other receivables

227,203

227,203

196,118

196,118

 

 (*)Amount recorded under “other receivables” in current assets.

 

Additionally, SABESP has financial instrument assets receivables from related parties, in the amount of R$871,344 as of March 31, 2016 (R$872,107 as of December 31, 2015), which were calculated in accordance with the conditions negotiated between related parties. The conditions and additional information referring to these financial instruments are disclosed in Note 9 to this interim financial information and Note 10 to the Annual Financial Statements of December 31, 2015. Part of this balance, totaling R$777,063 (R$786,501 as of December 31, 2015), refers to reimbursement of additional retirement and pension plan - G0 and is indexed by IPCA plus simple interest of 0.5% p.m. This interest rate approximates that one practiced by federal government bonds (NTN-b) with terms similar to those of related-party transactions.

 

For financial assets held for trading, the balance of which is measured at fair value at the end of each reporting period and recorded in the financial statements, SABESP measured such fair value at level 1 inputs, as required by the international financial reporting standards and the accounting practices adopted in Brazil, considering share price through quotation at the São Paulo Stock Exchange (Bovespa) as of March 31, 2016.

 

Financial liabilities

 

 

March 31, 2016

December 31, 2015

 

Carrying amount

Fair value

Carrying amount

Fair value

Borrowings and financing

12,193,176

11,966,707

13,121,600

12,625,454

Trade payables and contractors

198,089

198,089

248,158

248,158

Services payable

482,976

482,976

387,279

387,279

Program contract commitments

297,578

297,578

320,714

320,714

Public-Private Partnership - PPP

1,230,928

1,230,928

1,035,033

1,035,033

 

 

 

The criteria adopted to obtain the fair values of borrowings and financing, in preparing the interim financial information as of March 31, 2016, are consistent with those adopted in the Annual Financial Statements for the fiscal year ended December 31, 2015. In the Annual Financial Statements, these criteria are disclosed in Note 5.4.

 

Considering the nature of other financial instruments, assets and liabilities of the Company, the balances recognized in the balance sheet 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 period, their nature and maturity terms.

 

 

5            Key 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.

 

The key accounting estimates and judgments are disclosed in Note 6 to the Annual Financial Statements as of

 

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Notes to the Interim Financial Information

December 31, 2015.

 

6             Cash and cash equivalents

 

 

March 31, 2016

December 31, 2015

 

 

 

Cash and banks

60,627

77,233

Cash equivalents

1,371,249

1,561,981

 

1,431,876

1,639,214

 

 

 

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.

 

As of March 31, 2016, the average yield of financial investments corresponds to 99.17% of CDI (99.24% for financial assets held for trading as of December 31, 2015).

 

 

7            Restricted cash

 

 

March 31, 2016

December 31, 2015

Current

 

 

Agreement with the São Paulo municipal government (i)

13,362

13,005

Funds raised with the BNDES (ii)

7,304

7,109

Brazilian Federal Savings – escrow deposit (iii)

1,926

1,433

Others

3,967

7,609

 

26,559

29,156

 

 

 

 

(i)        Agreement with the municipal government of São Paulo where the Company transfers 7.5% of the Municipal revenue to the Municipal Fund;

 

(ii)       Refers to funds raised with the Brazilian Development Bank– BNDES, awaiting the authorization for use;

 

(iii)     Refers to savings account for receiving escrow deposits regarding lawsuits with final and unappealable decisions in favor of the Company, which are blocked as per contractual clause.

 

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Notes to the Interim Financial Information

 

 

8            Trade receivables

 

(a)   Financial position balances

 

 

 

March 31, 2016

December 31, 2015

Private sector:

 

 

General and special customers (i) (ii)

1,102,725

1,044,692

Agreements (iii)

335,362

317,871

 

 

 

 

1,438,087

1,362,563

Government entities:

 

 

Municipal

500,362

503,309

Federal

5,940

5,738

Agreements (iii)

236,220

207,066

 

 

 

 

742,522

716,113

Wholesale customers – Municipal governments: (iv)

 

 

Guarulhos

835,762

810,285

Mauá

427,537

416,749

Mogi das Cruzes

2,168

2,158

Santo André

875,259

857,424

São Caetano do Sul

2,080

2,057

Diadema

222,671

222,671

 

 

 

Wholesale customers – Municipal governments

2,365,477

2,311,344

 

 

 

Unbilled supply

473,077

427,361

 

 

 

Subtotal

5,019,163

4,817,381

Allowance for doubtful accounts

(3,389,751)

(3,307,793)

 

 

 

Total

1,629,412

1,509,588

 

 

 

Current

1,465,570

1,326,972

Noncurrent

163,842

182,616

 

 

 

 

1,629,412

1,509,588

 

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Notes to the Interim Financial Information

 

 

 

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

 

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

 

(iii) Agreements - installment payments of past-due receivables, plus monetary restatement and interest, when provided for in the agreements.

 

(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 accounts.

 

Changes in accounts receivables on a wholesale basis are as follows:

 

 

Three-month period ended March 31, 2016

Three-month period ended March 31, 2015

 

 

 

Balance at beginning of the period

2,311,344

2,158,798

Services provided

145,244

81,066

Receivables

(91,111)

(24,218)

 

 

 

Balance at the end of the period

2,365,477

2,215,646

 

 

(b)        The aging of trade receivables is as follows

 

 

March 31, 2016

December 31, 2015

 

 

 

Current

1,237,321

1,195,098

Past-due:

 

 

Up to 30 days

209,125

182,025

From 31 to 60 days

165,821

123,765

From 61 to 90 days

62,487

78,089

From 91 to 120 days

65,165

84,654

From 121 to 180 days

165,833

80,447

From 181 to 360 days

177,463

158,182

Over 360 days

2,935,948

2,915,121

 

 

 

Total past-due

3,781,842

3,622,283

 

 

 

Total

5,019,163

4,817,381

 

 

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 fully covered by the allowance for doubtful accounts.

 

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Notes to the Interim Financial Information

 

(c)         Allowance for doubtful accounts

 

 

January to March 2016

January to March 2015

 

 

 

Balance at the beginning of the period

3,307,793

3,164,288

Private sector /government entities

39,693

57,963

Recoveries

(22,856)

(14,229)

Wholesale customers

68,747

62,714

 

 

 

Net additions for the period

85,584

106,448

 

 

 

Write-offs in the period referring to accounts receivable

(3,626)

644

 

 

 

Balance at the end of the period

3,389,751

3,271,380

 

Reconciliation of provision for losses of income

January to March 2016

January to March 2015

 

 

 

Losses (write-off)

41,537

3,660

Provision for state entities (related parties)

246

2,399

Provision for private sector /government entities

39,693

57,963

Provision for wholesale customers

(2,542)

(2,450)

Recoveries

(22,856)

(14,229)

 

 

 

Amount recorded as selling expenses

56,078

47,343

 

 

Wholesale sales losses, amounting to R$71,289 from January to March 2016 and R$65,164 from January to March 2015, were also recorded as revenue reduction.

 

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

 

 

9                   Related-Party Balances and Transactions

 

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

 

Additional information is presented in Note 10 to the Annual Financial Statements of December 31, 2015.

 

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Notes to the Interim Financial Information

 

 

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

 

 

 

March 31, 2016

December 31, 2015

Accounts receivable

 

 

Current:

 

 

Water and sewage services

124,554

115,633

Allowance for losses

(49,578)

(49,332)

Reimbursement for retirement and pension benefits paid:

 

 

- Monthly flow (payments)

6,605

20,564

- GESP Agreement

49,985

49,985

“Se Liga na Rede” program (l)

19,305

19,305

 

 

 

Total current

150,871

156,155

 

 

 

Noncurrent:

 

 

Reimbursement for retirement and pension benefits paid (G0):

 

 

- GESP Agreement – 2008

54,150

66,646

- GESP Agreement – 2015

666,323

649,306

 

 

 

Total noncurrent

720,473

715,952

 

 

 

Total receivables from shareholders

871,344

872,107

 

 

 

Assets:

 

 

Water and sewage services

74,976

66,301

Reimbursement for pension benefits (G0)

777,063

786,501

“Se Liga na Rede” program (l)

19,305

19,305

 

 

 

Total

871,344

872,107

 

 

 

Liabilities:

 

 

Interest on capital payable to related parties

64,013

64,013

Other (g)

1,698

2,210

 

 

January to March 2016

January to March 2015

Revenue from water and sewage services

 

 

Water supply

53,250

42,229

Sewage services

44,276

38,566

Payments received from related parties

(87,651)

(77,786)

 

 

 

Receipt of GESP reimbursement referring to Law 4,819/58

(46,666)

(33,201)

 

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Notes to the Interim Financial Information

 

(b)        Contingent assets - GESP (not recorded)

 

As mentioned above, as of March 31, 2016 and December 31, 2015, SABESP had contingent assets with GESP, not recorded in assets referring to the additional retirement and pension paid (Law 4,819/58), as follows:

 

 

March 31, 2016

December 31, 2015

Disputed amounts receivable

870,842

855,054

Total

870,842

855,054

 

 

(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.

 

Several lawsuits were filed by EMAE. Currently, an arbitration proceeding is in progress related to the Guarapiranga reservoir and a lawsuit related to the Billings reservoir, both pleading for financial compensation due to SABESP’s water collect for public supply, 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.

 

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

 

On April 11, 2016, SABESP was named in legal proceedings commenced by minority shareholders of EMAE, claimed that SABESP should abstain from using the water resources of the Henry Borden hydroelectric power plant, without appropriate definition of financial compensation due to EMAE, and determining the resumption of water pumping to the reservoirs used by the Henry Borden hydroelectric power plant, in detriment of the flow of these reservoirs and the generation of electric power by EMAE. The plaintiffs in these proceedings allege that the São Paulo State, in its capacity as controlling shareholder of EMAE, has acted unduly to EMAE’s detriment and in favor of SABESP’s interests by allowing and consenting water intake from the Billings and Guarapiranga reservoirs, both of them belonging to EMAE, without the necessary financial compensation, making impracticable the satisfactory use of the Henry Borden hydroelectric power plant.

 

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.

 

(d)        Agreements with reduced tariffs with State and Municipal Government Entities that joined the Rational Water 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 water consumption.

 

(e)         Guarantees

 

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

 

 

 

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Notes to the Interim Financial Information

 

 

(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 January to March 2016 and 2015, the expenses related to personnel assigned by SABESP to other state government entities amounted to R$2,247 and R$2,962, respectively.

 

From January to March 2016 and 2015, expenses related to personnel assigned by other entities to SABESP totaled R$4 and R$52, respectively.

 

(g)         Services obtained from state government entities

 

As of March 31, 2016 and December 31, 2015, SABESP had an outstanding amounts payable of R$1,698 and R$2,210, respectively, for services rendered by São Paulo State Government entities.

 

(h)        Non-operating assets

 

As of March 31, 2016 and December 31, 2015, the Company had an amount of R$969 related to a free land lent to DAEE (Department of Water and Electricity).

 

(i)          Sabesprev

 

The Company sponsors a private defined benefit pension plan, which is operated and administered by Sabesprev. The net actuarial liability recognized as of March 31, 2016 amounted to R$690,890 (R$665,274 as of December 31, 2015), according to Note 19 (b).

 

(j)          Compensation of Management Key Personnel

 

Expenses related to the compensation to the members of its Board of Directors, Fiscal Council and Board of Executive Officers amounted to R$983 and R$977 from January to March 2016 and 2015, respectively. An additional amount of R$124 and R$141, related to the Officers’ bonus program, was recorded from January to March 2016 and 2015, respectively.

 

(k)        Loan agreement through credit facility

 

The Company holds interest in certain Special Purpose Entities (SPEs), not holding the majority interest but with cast vote and power of veto in some issues, with no ability to use such power of veto in a way to affect returns over investments. Therefore, these SPEs are considered for accounting purposes as jointly-owned subsidiaries.

 

The Company has loan agreement through credit facility with the SPEs Aquapolo Ambiental S/A and Attend Ambiental S/A, respectively, to finance the operations of these companies, until the borrowings and financing requested with financial institutions is cleared. These agreements have the following characteristics:

 

SPE

Principal disbursed amount

Interest balance

Total

Interest rate

Maturity

Attend Ambiental

5,400

2,158

7,558

SELIC + 3.5 % p.a.

(i)

Aquapolo Ambiental

5,629

5,094

10,723

CDI + 1.2% p.a.

04/30/2016 (ii)

Aquapolo Ambiental

19,000

10,014

29,014

CDI + 1.2% p.a.

10/30/2015 (ii)

Total

30,029

17,266

47,295

 

 

 

 

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Notes to the Interim Financial Information

 

(i)     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. The credit has been overdue since May 11, 2015 and is subject to contractual default charges (inflation adjustment considering the IGP-M variation, 2% fine and default interest of 1% p.m.). The agreement has being renegotiated between the parties.

(ii)   The agreement expired on April 30, 2015 was amended and its maturity was extended to October 30, 2015. The Company and Aquapolo Ambiental S/A are renegotiating the payment terms and the maturity of both agreements.

As a result of the renegotiations, the principal, in the amount of R$30,029, and interest, in the amount of R$17,266, were classified in noncurrent assets until new payment conditions are agreed upon. As of March 31, 2016, the balance of principal and interest rates of these agreements was R$47,295 (R$45,289 as of December 31, 2015). From January to March 2016, a financial income recognized was R$2,006 (R$2,334 from January to March 2015).

 

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

 

The State Government enacted the State Law 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, except for indirect costs, construction margin and borrowing costs 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. As of March 31, 2016, the program total amount was R$78,859 (R$78,447 as of December 31, 2015), R$19,305 (R$19,305 as of December 31, 2015) recorded in balances receivable from related parties, the amount of R$34,501 (R$34,089 as of December 31, 2015) recorded in the group of intangible assets and R$25,053 (R$25,053 as of December 31, 2015) reimbursed by GESP.

 

 

10               Water National Agency - ANA

 

The Company has 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.

 

When resources are made available, liabilities are recorded until funds are released by ANA. After the evidence of targets stipulated in each contract, the revenue deriving from these funds is recognized, but if these targets are not met, funds will return to the National Treasury with the appropriate funds earnings. As of March 31, 2016, the balances of assets and liabilities were R$89,913 (R$88,368 as of December 31, 2015), and the liabilities are recorded under "other liabilities" of noncurrent liabilities.

 

 

11                 Investments

 

The Company holds interest in certain Special Purpose Entities (SPE). Although SABESP has no majority shares of its investees, the shareholders’ agreement provides for the power of veto in certain management issues, with no ability to use such power of veto in a way to affect returns over investments, indicating participating shared control (joint venture – CPC 19 (R2)).

 

The Company holds interest valued by the equity method.

 

 

See information on the operations of each investee in Note 12 to the Annual Financial Statements as of December 31, 2015.

 

 

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Notes to the Interim Financial Information

 

(a)         Summary of the investees’ financial statements and SABESP’s equity interest:

 

 

Company

Equity

Provisioned dividends

Profit (loss) for the period

 

March 31,

2016

December 31,

2015

January to March

2016

January to March

2016

January to March

2015

     

 

   

Sesamm

33,631

32,313

-

1,318

1,803

Águas de Andradina

17,810

15,191

(572)

3,191

369

Águas de Castilho

4,232

3,449

(185)

968

173

Saneaqua Mairinque

3,153

3,560

(193)

(214)

415

Attend Ambiental

4,227

3,084

-

1,143

1,573

Aquapolo Ambiental

11,482

11,651

-

(169)

(982)

Paulista Geradora de Energia

8,506

8,509

-

(3)

-

 

Company

Investments

Dividends

distributed

Equity in the earnings of subsidiaries

Interest percentage

 

March

31,

2016

December 31,

2015

January to March

2016

January to March

2016

January to March

2015

March

31,

2016

December

31,

2015

     

 

       

Sesamm

12,107

11,633

-

474

649

36%

36%

Águas de Andradina

5,343

4,558

(172)

957

111

30%

30%

Águas de Castilho

1,270

1,035

(55)

290

52

30%

30%

Saneaqua Mairinque

946

1,068

(58)

(64)

125

30%

30%

Attend Ambiental

1,902

1,388

-

514

658

45%

45%

Aquapolo Ambiental

5,626

5,709

-

(83)

(481)

49%

49%

Paulista Geradora de Energia

2,126

2,127

-

(1)

-

25%

25%

Total

29,320

27,518

(285)

2,087

1,114

 

 

 

Other investments

587

587

 

 

 

 

 

 

Overall total

29,907

28,105

 

 

 

 

 

 

 

 

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Notes to the Interim Financial Information

 

12                Investment properties

 

As of March 31, 2016, the balance of “investment properties” is R$56,940 (R$56,957 as of December 31, 2015). As of March 31, 2016 and December 31, 2015, the market value of these properties was approximately R$392,000. In the three-month period ended March 31, 2015, there were no changes in the balance of investment properties.

 

 

December 31, 2015

Write-offs and disposals

Depreciation

March 31,

2016

 

 

 

 

 

Investment property

56,957

9

(26)

56,940

Total

56,957

9

(26)

56,940

 

 

 

13               13       Intangible assets

 

(a)         Financial position balances

 

 

March 31, 2016

December 31, 2015

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

Intangible assets arising from:

 

 

 

 

 

 

Agreements – equity value

8,942,361

(1,610,600)

7,331,761

8,862,581

(1,574,951)

7,287,630

Agreements – economic value

1,829,990

(483,698)

1,346,292

1,819,219

(466,199)

1,353,020

Program contracts

8,748,383

(2,441,421)

6,306,962

8,660,552

(2,371,977)

6,288,575

Program contracts – commitments

986,086

(143,763)

842,323

986,086

(135,556)

850,530

Services contracts – São Paulo

15,208,909

(2,526,727)

12,682,182

14,767,591

(2,400,574)

12,367,017

Software license

501,187

(116,908)

384,279

474,294

(107,440)

366,854

Total

36,216,916

(7,323,117)

28,893,799

35,570,323

(7,056,697)

28,513,626

 

 

(b)         Changes

 

 

December 31, 2015

Additions

Provision/ reversal of allowance for losses

Transfers

Write-offs and disposals

Amortization

March 31, 2016

Intangible assets arising from:

 

 

 

 

 

 

 

Agreements – equity value

7,287,630

79,042

1,061

20

(3)

(35,989)

7,331,761

Agreements –economic value

1,353,020

10,778

-

3

-

(17,509)

1,346,292

Program contracts

6,288,575

89,263

(1,471)

944

(79)

(70,270)

6,306,962

Program contracts – commitments

850,530

-

-

-

-

(8,207)

842,323

Services contracts – São Paulo

12,367,017

446,503

1,680

(31)

(238)

(132,749)

12,682,182

Software license

366,854

26,894

-

-

-

(9,469)

384,279

Total

28,513,626

652,480

1,270

936

(320)

(274,193)

28,893,799

 

 

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Notes to the Interim Financial Information

 

 

December 31, 2014

Additions

Provision/ reversal of allowance for losses

Transfers

Write-offs and disposals

Amortization

March 31, 2015

Intangible assets arising from:

 

 

 

 

 

 

 

Agreements – equity value

7,369,271

106,854

-

231

(78)

(45,822)

7,430,456

Agreements –economic value

1,281,260

20,758

-

19

(11)

(14,759)

1,287,267

Program contracts

5,379,153

135,716

-

711

(69)

(43,099)

5,472,412

Program contracts– commitments

702,909

-

-

-

-

(6,735)

696,174

Services contracts – São Paulo

10,986,386

281,980

8,615

(5,563)

(85)

(124,470)

11,146,863

Software license

260,547

25,836

-

-

-

(10,366)

276,017

Total

25,979,526

571,144

8,615

(4,602)

(243)

(245,251)

26,309,189

 

 

 

The operations in the municipality of Santa Isabel started in January 2016.

 

(c)         Construction services

 

 

January to March 2016

 

Water supply

Sewage services

Total

Construction revenue

429,067

196,213

625,280

Construction cost incurred

419,594

192,792

612,386

Margin

9,473

3,421

12,894

 

 

January to March 2015

 

Water supply

Sewage services

Total

Construction revenue

304,504

283,962

588,466

Construction cost incurred

298,596

277,780

576,376

Margin

5,908

6,182

12,090

 

 

(d)        General information

 

During the period ended March 31, 2016 there were no relevant changes in the criteria to account for intangible assets and types of contracts. See further information in Note 14 (d) to the Annual Financial Statements as of December 31, 2015.

 

The Company has obligations recorded in “Program Contract– Commitments” in current liabilities in the amount of R$209,875 and R$228,659 as of March 31, 2016 and December 31, 2015, respectively, and noncurrent liabilities in the amount of R$87,703 and R$92,055 as of March 31, 2016 and December 31, 2015, respectively.

 

(e)         Capitalization of interest and other finance charges

 

From January to March 2016, the Company capitalized interest and inflation adjustment in concession intangible assets totaling R$123,717, including the São Lourenço Production System and Leases (R$72,472 from January to March 2015), during the construction period.

 

(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.

 

 

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Notes to the Interim Financial Information

 

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. As of March 31, 2016 and 2015 the margin was 2.3%.

 

Construction margin for the period ended March 31, 2016 and 2015 was R$12,894 and R$12,090, respectively.

 

 

(g)         Expropriations

 

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

 

The costs of these expropriations are recorded as concession intangible assets after the transaction is concluded. From January to March 2016, the total amount related to expropriations was R$2,216 (R$6,762 from January to March 2016).

 

(h)        Public-Private Partnership - PPP

 

SABESP carries out operations related to the PPPs mentioned below. These operations and their respective obligations and guarantees are supported by agreements executed according to Law 11,079/04.

 

Alto Tietê Production System

 

As of March 31, 2016 and December 31, 2015, the amounts recognized as intangible asset related to PPP were R$390,482 and R$393,275, respectively.

 

In the first quarter of 2016, a discount rate of 8.06% p.a. was used to calculate the adjustment to present value of the agreement. The obligations assumed by the Company as of March 31, 2016 and December 31, 2015 are shown in the table below.

 

On a monthly basis, SABESP assigns funds from tariffs to the SPE CAB Sistema Produtor Alto Tietê S/A, in the amount of R$9,164, corresponding to the monthly remuneration. This amount is annually adjusted by the IPC – FIPE and is recorded in a restricted account, pursuant to the contractual operating proceeding. Should SABESP comply with its monthly obligations with the SPE, the funds from the restricted account will released.

 

The guarantee has been effective since the beginning of the operation and will be valid until the conclusion, termination, intervention, annulment or caducity of the Administrative Concession, or other extinction events provided for in the Concession Agreement or in the law applicable to administrative concessions, including in the event of bankruptcy or extinction of the SPE.

 

São Lourenço Production System

 

As of March 31, 2016 and December 31, 2015, the amounts recognized in intangible assets related to the PPP were R$907,101 and R$699,335, respectively. As of March 31, 2016, a discount rate of 7.80% p.a. was used to calculate the adjustment to present value of this agreement.

 

The obligations assumed by the Company as of March 31, 2016 and December 31, 2015 are shown in the table below, and the increase in liabilities and intangible assets was due to the progress of the work in 2016.

 

Payment is scheduled to start in January 2018, four (4) months after the beginning of assisted operations.

 

After the beginning of the operations, every month SABESP will transfer to the SPE Sistema Produtor São Lourenço S/A funds from tariffs arising from the services provided, in the amount of R$24.4 million, equivalent to the monthly remuneration plus interest and charges. The amount above will be annually restated by the IPC - FIPE and should be monthly recorded in a restricted account, in accordance with the operating procedures of the agreements. Should SABESP perform its monthly obligations with the SPE, the funds from the restricted

 

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Notes to the Interim Financial Information

 

account will be released.

 

The guarantee will become effective as of the beginning of the system’s appropriate operation, duly accepted by SABESP, valid until the occurrence of any of the following events, whichever occurs first: (i) the original payment date of the last installment of interest / amortization of the principal taken out by the SPE to execute the works; (ii) the end, termination, intervention, annulment, caducity of the Administrative Concession, or other extinction events provided for in the Concession Agreement or in the law applicable to administrative concessions, including bankruptcy or extinction of the SPE.

 

 

March 31, 2016

December 31, 2015

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total

liabilities

 

 

 

 

 

 

 

Alto Tietê

33,806

310,415

344,221

33,255

319,076

352,331

São Lourenço

-

886,707

886,707

-

682,702

682,702

 

 

 

 

 

 

 

Total

33,806

1,197,122

1,230,928

33,255

1,001,778

1,035,033

 

 

Additional information is presented in Note 14 (h) to the Financial Statements for the fiscal year ended December 31, 2015.

 

(i)          Works in progress

 

The amount of R$7,055 million is recorded under intangible assets as works in progress as of March 31, 2016 (R$6,596 million on December 31, 2015), and as of March 31, 2016, the major projects are located in the municipalities of São Paulo, Praia Grande and Franca, totaling R$3,813 million (including R$907 million from PPP São Lourenço), R$282 million and R$206 million, respectively.

 

(j)          Amortization of intangible assets

 

The amortization average rate totaled 3.9% as of March 31, 2016 and 3.8% as of March 31, 2015.

 

(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. The project to implement an integrated business management solution (ERP system), which includes the administrative/financial module and the commercial module, is in progress.

 

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Notes to the Interim Financial Information

 

14          Property, plant and equipment

 

(a)         Financial position balances

 

 

March 31, 2016

December 31, 2015

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

Land

102,708

-

102,708

102,708

-

102,708

Buildings

79,429

(34,311)

45,118

79,257

(33,366)

45,891

Equipment

332,471

(172,132)

160,339

326,598

(164,380)

162,218

Transportation equipment

12,372

(6,820)

5,552

12,169

(6,477)

5,692

Furniture and fixtures

23,628

(10,911)

12,717

18,664

(10,246)

8,418

Other

435

(288)

147

435

(286)

149

Total

551,043

(224,462)

326,581

539,831

(214,755)

325,076

 

 

(b)         Changes

 

 

December 31, 2015

Additions

Transfers

Write-offs and disposals

Depreciation

March 31,

2016

Land

102,708

-

-

-

-

102,708

Buildings

45,891

-

171

-

(944)

45,118

Equipment

162,218

12,555

(5,891)

(23)

(8,520)

160,339

Transportation equipment

5,692

97

-

-

(237)

5,552

Furniture and fixtures

8,418

254

4,784

(5)

(734)

12,717

Other

149

-

-

-

(2)

147

Total

325,076

12,906

(936)

(28)

(10,437)

326,581

 

 

 

December 31, 2014

Additions

Transfers

Write-offs and disposals

Depreciation

March 31, 2015

Land

100,533

-

-

-

-

100,533

Buildings

42,515

-

3,341

-

(339)

45,517

Equipment

146,922

8,202

458

(62)

(7,232)

148,288

Transportation equipment

7,613

136

(747)

-

(251)

6,751

Furniture and fixtures

7,124

64

1,573

(9)

(233)

8,519

Other

138

-

(23)

-

(2)

113

Total

304,845

8,402

4,602

(71)

(8,057)

309,721

 

(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 10.8% and 11.3%, as of March 31, 2016 and 2015, respectively.

 

 

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Notes to the Interim Financial Information

 


15          Borrowings and Financing

 

 Borrowings and financing outstanding balance

March 31, 2016

December 31, 2015

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

Local currency

 

 

 

 

 

 

10th issue debentures

40,179

152,015

192,194

39,619

155,815

195,434

12th issue debentures

45,450

374,295

419,745

45,450

385,667

431,117

14th issue debentures

39,046

193,208

232,254

38,519

210,961

249,480

15th issue debentures

97,692

650,439

748,131

94,819

728,529

823,348

17th issue debentures

140,144

879,202

1,019,346

140,144

997,259

1,137,403

18th issue debentures

7,945

246,489

254,434

3,167

247,683

250,850

19th issue debentures

-

198,756

198,756

-

498,587

498,587

20th issue debentures

-

494,618

494,618

-

494,500

494,500

Brazilian Federal Savings Bank

51,502

1,016,475

1,067,977

49,491

1,014,850

1,064,341

Brazilian Development Bank - BNDES BAIXADA SANTISTA

16,426

45,172

61,598

16,368

49,104

65,472

Brazilian Development Bank - BNDES PAC

10,370

64,663

75,033

10,329

66,984

77,313

Brazilian Development Bank - BNDES PAC II 9751

4,242

29,880

34,122

4,264

31,206

35,470

Brazilian Development Bank - BNDES PAC II 9752

2,316

23,165

25,481

2,308

23,660

25,968

Brazilian Development Bank - BNDES ONDA LIMPA

22,427

179,136

201,563

22,347

184,082

206,429

Brazilian Development Bank - BNDES TIETÊ III

23,717

260,680

284,397

17,725

265,663

283,388

Leases

12,237

528,213

540,450

11,955

522,940

534,895

Other

672

11,147

11,819

649

1,270

1,919

Interest and charges

70,272

-

70,272

127,862

-

127,862

Total in local currency

584,637

5,347,553

5,932,190

625,016

5,878,760

6,503,776

 

 

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Notes to the Interim Financial Information

 


 Borrowings and financing outstanding balance

March 31, 2016

December 31, 2015

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

Foreign currency

 

 

 

 

 

 

Inter-American Development Bank - BID 713 – US$50,195 thousand (US$50,195 thousand in December 2015)

89,320

89,320

178,640

98,001

98,001

196,002

Inter-American Development Bank - BID 896 – US$2,778 thousand (US$2,778 thousand in December 2015)

9,887

-

9,887

10,848

-

10,848

Inter-American Development Bank - BID 1212 – US$97,642 thousand (US$102,781 thousand in December 2015)

36,579

310,918

347,497

40,134

361,204

401,338

Inter-American Development Bank - BID 2202 – US$409,779 thousand (US$405,072 thousand in December 2015)

38,378

1,408,228

1,446,606

-

1,572,181

1,572,181

International Bank of Reconstruction and Development -BIRD – US$61,158 thousand (US$61,158 thousand in December 2015)

-

217,314

217,314

-

238,464

238,464

Eurobonds – US$140,000 thousand (US$140,000 thousand in December 2015)

498,172

-

498,172

546,570

-

546,570

Eurobonds – US$350,000 thousand (US$350,000 thousand in December 2015)

-

1,241,710

1,241,710

-

1,362,570

1,362,570

JICA 15 – ¥ 15,557,805 thousand (¥ 16,134,020 thousand in December 2015)

36,486

456,074

492,560

37,373

485,853

523,226

JICA 18 – ¥ 13,988,160 thousand (¥ 14,506,240 thousand in December 2015)

32,805

409,779

442,584

33,603

436,548

470,151

JICA 17 – ¥ 1,565,564 thousand (¥ 1,565,564 thousand in December 2015)

-

49,003

49,003

-

50,201

50,201

JICA 19 – ¥ 25,840,338 thousand (¥ 21,701,103 thousand in December 2015)

-

816,142

816,142

-

701,978

701,978

BID 1983AB – US$130,289 thousand (US$130,289 thousand in December 2015)

85,208

373,103

458,311

93,490

409,578

503,068

Interest and charges

62,560

-

62,560

41,227

-

41,227

Total in foreign currency

889,395

5,371,591

6,260,986

901,246

5,716,578

6,617,824

 

 

 

 

 

 

 

Total borrowings and financing

1,474,032

10,719,144

12,193,176

1,526,262

11,595,338

13,121,600

 

 

Exchange rate as of March 31, 2016 US$3.5589; ¥ 0.031660 (US$ 3.9048; ¥ 0.03243 as of December 31, 2015).

As of March 31, 2016, the Company did not record balances of borrowings and financing raised during the year to mature within 12 months.

 

 

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Notes to the Interim Financial Information

 
 

Local currency

Guarantees

Maturity

Annual interest rates

Monetary restatement

 

 

 

 

 

10th issue debentures

Own funds

2020

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

IPCA (series 2)

12th issue debentures

Own funds

2025

TR + 9.5%

 

14th issue debentures

Own funds

2022

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

IPCA (series 2)

15th issue debentures

Own funds

2019

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

IPCA (series 2)

17th issue 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 issue debentures

Own funds

2024

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

IPCA (series 2)

19th issue debentures

Own funds

2017

CDI + 0.80% to 1.08%

 

20th issue debentures

Own funds

2019

CDI + 3.80%

 

Brazilian Federal Savings Bank

Own funds

2016/2037

5% to 9.5%

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 TIETÊ III

Own funds

2028

1.66% + TJLP

 

Leases

 

2035

7.73% to 10.12%

IPC

Other

Own funds

2018/2025

TJLP + 1.66% (Finep) and 12% (Presidente Prudente)

TR

 

 

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Notes to the Interim Financial Information

 

Foreign currency

Guarantees

Maturity

Annual interest rates

Exchange rate changes

 

 

 

 

 

Inter-American Development Bank - BID 713 – US$50,195 thousand

Federal Government

2017

3.99% (*)

US$

Inter-American Development Bank - BID 896 - US$2,778 thousand

Federal Government

2016

3.00%

US$

Inter-American Development Bank - BID 1212 - US$97,642 thousand

Federal Government

2025

2.50% (*)

US$

Inter-American Development Bank - BID 2202 - US$409,779 thousand

Federal Government

2035

1.85% (*)

US$

International Bank for Reconstruction and Development - BIRD US$61.158 mil

Federal Government

2034

1.08% (*)

US$

Eurobonds – US$140,000 thousand

2016

7.50%

US$

Eurobonds – US$350,000 thousand

2020

6.25%

US$

JICA 15 – ¥15,557,805 thousand

Federal Government

2029

1.8% and 2.5%

Yen

JICA 18– ¥ 13,988.160 thousand

Federal Government

2029

1.8% and 2.5%

Yen

JICA 17– ¥1,565,564 thousand

Federal Government

2035

1.2% and 0.01%

Yen

JICA 19– ¥25,840,338 thousand

Federal Government

2037

1.7% and 0.01%

Yen

BID 1983AB – US$130,289 thousand

2023

Libor + 1.88% to 2.38% (*)

US$

 

 

 

(*)Rates comprising LIBOR + contractually defined spread.

 

 

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Notes to the Interim Financial Information

 

 


(i)   Payment schedule – accounting balances as of March 31, 2016

 

 

2016

2017

2018

2019

2020

2021

2022 to 2038

TOTAL

LOCAL CURRENCY

 

 

 

 

 

 

 

 

Debentures

89,578

592,766

876,199

978,928

406,096

193,149

422,762

3,559,478

Brazilian Federal Savings Bank

38,121

54,972

58,638

60,347

62,357

65,497

728,045

1,067,977

BNDES

59,624

79,498

79,498

79,498

61,757

61,318

261,001

682,194

Leasing

8,300

21,978

23,285

24,706

26,250

27,929

408,002

540,450

Others

496

735

1,424

1,325

1,325

1,325

5,189

11,819

Interest and other charges

58,230

12,042

-

-

-

-

-

70,272

TOTAL IN LOCAL CURRENCY

254,349

761,991

1,039,044

1,144,804

557,785

349,218

1,824,999

5,932,190

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

BID

117,496

202,654

113,335

113,335

113,335

113,335

1,209,140

1,982,630

BIRD

-

-

-

7,255

14,510

14,510

181,039

217,314

Eurobonds

498,172

-

-

-

1,241,710

-

-

1,739,882

JICA

34,645

70,630

71,970

116,192

116,192

116,192

1,274,468

1,800,289

BID 1983AB

85,208

85,208

84,322

62,965

60,859

27,376

52,373

458,311

Interest and other charges

62,560

-

-

-

-

-

-

62,560

TOTAL IN FOREIGN CURRENCY

798,081

358,492

269,627

299,747

1,546,606

271,413

2,717,020

6,260,986

Overall Total

1,052,430

1,120,483

1,308,671

1,444,551

2,104,391

620,631

4,542,019

12,193,176

                                                                           

 

 

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Version: 1

 

Notes to the Interim Financial Information

 

(i)          Main events in the three-month period ended March 31, 2016

 

(a)         Debentures

 

As of March 30, 2016, the Company partially amortized the outstanding debentures of the 19th Issue upon payment of 60% of the nominal unit value of the debentures, totaling R$300,000, plus remuneration and charges due until the date of partial amortization, in the amount of R$11,588.

 

(b)        JICA

 

In 2016, funding totaled R$137,167, referring to agreement BZ-P19 (JICA 19).

 

(c)         Exchange rate changes

 

The US dollar rate exchange decreased 8.9%, from R$3.9048 as of December 31, 2015 to R$3.5589 as of March 31, 2016, decreasing debt by R$429,537. In the same period, the Yen decreased 2.4%, from R$0.03243 as of December 31, 2015 to R$0.03166 as of March 31, 2016, decreasing debt by R$43,589.

 

(ii)        Covenants

 

As of March 31, 2016, the Company had met the requirements set forth by its borrowings and financing agreements.

 

Regarding the agreements entered into with the BNDES, the Adjusted Net Debt/Adjusted EBITDA ratios calculated by the Company were 3.02, 2.84, 3.28 and 3.06 as of March 31, 2016, December 31, 2015, September 30, 2015 and June 30, 2015, respectively, remaining above the target of 3.00, but within the range established for the index, which is higher than 3.00 and equal to or less than 3.80. This occurrence observed in two quarters, consecutive or not, automatically increases the portion of the monthly amount of receivables, offered as collateral, which has to be recorded in a restricted account linked to the BNDES, of 20%, to R$213.5 million per month.

 

(iii)     Borrowings and financing – Credit Limited

 

Agent

 

March 31, 2016

 

 

(in millions of reais (*))

Brazilian Federal Savings Bank

 

1,896

Brazilian Development Bank – BNDES

 

2,080

Inter-American Development Bank – BID

 

677

Japan International Cooperation Agency – JICA

 

392

International Bank for Reconstruction and Development – IBRD

 

138

Others

 

38

Total

 

5,221

 

 

(*) Exchange rate as of March 31, 2016 (US$1.00 = R$3.5589; ¥ 1.00 = R$0.03166).

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Notes to the Interim Financial Information

 

SABESP, in order to comply with its Capex plan 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.

 

Additional information on borrowings and financing is presented in Note 16 to the Annual Financial Statements as of December 31, 2015.

 

 

16          Taxes payable

 

(a)         Current assets

 

 

March 31, 2016

December 31, 2015

Recoverable taxes

 

 

Income tax and social contribution

-

68,978

Withholding income tax (IRRF) on financial investments

10,508

4,914

Other federal taxes

5,148

3,661

Other municipal taxes

275

275

Total

15,931

77,828

 

 

The reduction in recoverable taxes is mainly due to decrease in “income tax and social contribution” item, which was offset by these taxes.

 

(b)               Current liabilities

 

 

March 31, 2016

December 31, 2015

Taxes and contributions payable

 

 

Cofins and Pasep

42,518

40,505

Income tax and social contribution

216,635

-

INSS (Social Security contribution)

33,029

33,836

IRRF (withholding income tax)

157

11,126

Other

22,491

21,828

Total

314,830

107,295

 

 

The increase in taxes payable of current liabilities was mainly due to the calculation of amounts payable of Income Tax and Social Contribution resulting from the taxable income recorded in the quarter.

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Notes to the Interim Financial Information

 

17           Deferred taxes and contributions

(a)              Financial position balances

 

 

March 31, 2016

December 31, 2015

Deferred income tax assets

 

 

Provisions

515,264

480,378

Pension obligations – G1

265,517

256,808

Donations of underlying assets on concession agreements

53,352

53,206

Allowance for loan losses

224,587

213,171

Tax losses

-

58,829

Other

129,280

121,550

Total deferred tax assets

1,188,000

1,183,942

 

 

 

Deferred income tax liabilities

 

 

Temporary difference on concession intangible assets

(516,776)

(524,495)

Capitalization of borrowing costs

(320,329)

(309,648)

Profit on supply to governmental entities

(83,578)

(81,055)

Actuarial gain/loss – G1 Plan

(33,726)

(33,726)

Construction margin

(94,097)

(94,921)

Borrowing costs

(12,297)

(11,855)

Total deferred tax liabilities

(1,060,803)

(1,055,700)

 

 

 

Deferred tax asset, net

127,197

128,242

 

(b) Changes

 

Deferred income tax assets

December 31, 2015

Net

change

March 31,

2016

Provisions

480,378

34,886

515,264

Pension obligations - G1

256,808

8,709

265,517

Donations of underlying assets on concession agreements

53,206

146

53,352

Credit losses

213,171

11,416

224,587

Tax losses

58,829

(58,829)

-

Other

121,550

7,730

129,280

Total

1,183,942

4,058

1,188,000

 

 

 

 

Deferred income tax liabilities

 

 

 

Temporary difference on concession intangible asset

(524,495)

7,719

(516,776)

Capitalization of borrowing costs

(309,648)

(10,681)

(320,329)

Profit on supply to governmental entities

(81,055)

(2,523)

(83,578)

Actuarial gain/loss – G1

(33,726)

-

(33,726)

Construction margin

(94,921)

824

(94,097)

Borrowing costs

(11,855)

(442)

(12,297)

Total

(1,055,700)

(5,103)

(1,060,803)

 

 

 

 

Deferred tax asset, net

128,242

(1,045)

127,197

 

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Notes to the Interim Financial Information

 

Deferred income tax assets

December 31,

2014

Net

Change

March 31,

2015

Provisions

524,728

(34,933)

489,795

Pension obligations – G0

85,271

-

85,271

Pension obligations – G1

229,266

4,727

233,993

Donations of underlying assets on concession agreements

45,742

1,840

47,582

Credit losses

222,587

7,769

230,356

Tax losses

-

186,313

186,313

Other

112,566

5,622

118,188

Total

1,220,160

171,338

1,391,498

 

 

 

 

Deferred income tax liabilities

 

 

 

Temporary difference on concession intangible assets

(559,411)

7,792

(551,619)

Capitalization of borrowing costs

(253,581)

(11,839)

(265,420)

Profit on supply to governmental entities

(87,092)

48

(87,044)

Actuarial gain/loss –G1

(2,514)

-

(2,514)

Other

(108,084)

337

(107,747)

Total

(1,010,682)

(3,662)

(1,014,344)

 

 

 

 

Deferred tax asset, net

209,478

167,676

377,154

 

 

(c) Reconciliation of the effective tax rate

 

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

 

 

 

January to March

2016

January to March

2015

 

 

 

Profit before income taxes

968,823

150,502

Statutory rate

34%

34%

 

 

Estimated expense at statutory rate

(329,400)

(51,171)

Tax benefit of interest on capital

 

 

Permanent differences

 

 

Provision – Law 4,819/58 (i)

(17,108)

(14,654)

Donations

(92)

(73)

GESP Agreement

-

236,736

Other differences

6,566

(3,162)

 

 

Income tax and social contribution

(340,034)

167,676

 

 

Current income tax and social contribution

(338,989)

-

Deferred income tax and social contribution

(1,045)

167,676

Effective rate

35%

111%

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Notes to the Interim Financial Information

 

(i)                 Permanent difference related to the provision for actuarial liability (Note 19 (b) (iii)).

 

 

18                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:

 

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Notes to the Interim Financial Information

 

 

 

Provisions

Escrow deposits

March

31, 2016

 

Provisions

Escrow deposits

December 31, 2015

Customer claims (i)

597,555

(105,060)

492,495

 

561,061

(97,711)

463,350

Supplier claims (ii)

311,558

(240,777)

70,781

 

296,660

(217,625)

79,035

Other civil claims (iii)

132,785

(12,613)

120,172

 

124,833

(10,681)

114,152

Tax claims (iv)

63,968

(700)

63,268

 

62,812

(677)

62,135

Labor claims (v)

281,014

(3,148)

277,866

 

283,991

(3,073)

280,918

Environmental claims (vi)

128,604

(958)

127,646

 

83,520

(896)

82,624

Total

1,515,484

(363,256)

1,152,228

 

1,412,877

(330,663)

1,082,214

 

 

 

 

 

 

 

 

Current

658,499

-

658,499

 

631,890

-

631,890

Noncurrent

856,985

(363,256)

493,729

 

780,987

(330,663)

450,324

 

 

(II) Changes

 

 

December 31, 2015

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

March

31, 2016

Customer claims (i)

561,061

18,788

34,563

(8,579)

(8,278)

597,555

Supplier claims (ii)

296,660

3,545

22,519

(11,141)

(25)

311,558

Other civil claims (iii)

124,833

4,018

6,594

(598)

(2,062)

132,785

Tax claims (iv)

62,812

367

2,753

(263)

(1,701)

63,968

Labor claims (v)

283,991

7,988

7,749

(9,664)

(9,050)

281,014

Environmental claims (vi)

83,520

36,385

12,690

-

(3,991)

128,604

Subtotal

1,412,877

71,091

86,868

(30,245)

(25,107)

1,515,484

Escrow deposits

(330,663)

(22,089)

(11,673)

47

1,122

(363,256)

Total

1,082,214

49,002

75,195

(30,198)

(23,985)

1,152,228

 

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Notes to the Interim Financial Information

 

 

December 31, 2014

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

March

31, 2015

Customer claims (i)

638,637

9,893

27,167

(14,278)

(69,996)

591,423

Supplier claims (ii)

260,854

583

8,869

(1,123)

(232)

268,951

Other civil claims (iii)

126,403

4,093

5,610

(6,251)

(8,468)

121,387

Tax claims (iv)

55,554

730

2,426

(212)

(1,354)

57,144

Labor claims (v)

235,466

11,872

4,962

(7,124)

(29,211)

215,965

Environmental claims (vi)

226,404

5,342

6,845

-

(52,889)

185,702

Subtotal

1,543,318

32,513

55,879

(28,988)

(162,150)

1,440,572

Escrow deposit

(322,971)

(7,080)

(11,157)

3,987

391

(336,830)

Total

1,220,347

25,433

44,722

(25,001)

(161,759)

1,103,742

 

 

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

 

(i)         Customer claims

 

Approximately 1,150 lawsuits were filed by commercial customers, which claim that their tariffs should correspond to other consumer categories, and 715 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 55 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.

 

(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.

 

(iii)     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.

 

(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.

 

(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, outsourcing and other. Part of the amount involved is in provisional or final execution at various court levels, and this is classified as of probable loss and accordingly, accrued.

 

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Notes to the Interim Financial Information

 

(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.

 

(c)         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 R$5,414,900 as of March 31, 2016 (R$5,410,500 as of December 2015).

 

(d)        Guarantee insurance for escrow deposit

 

During the second quarter of 2015, the Company contracted guarantee insurance for escrow deposit totaling R$500 million. Such insurance will be used in legal claims where instead of making immediate cash disbursement by the Company, such insurance is used until the conclusion of these proceedings or up to three-year effectiveness term of the agreement.

 

In the first quarter of 2016, the Company used R$7,150 of the total contracted amount.

 

Additional information on provisions and contingencies is presented in Note 19 to the Annual Financial Statements as of December 31, 2015.

 

19                Employees benefits

 

(a)         Health benefit plan

 

The health benefit plan is managed by Sabesprev and consists of optional, free choice, health plans sponsored by contributions of SABESP and the active participants, as follows:

 

.     Company: 10.0% on average, of gross payroll;

 

.     Participating employees: 3.21% of base salary and premiums, equivalent to 2.6% of payroll, on average.

 (b)              Pension plan benefits

 

Amounts recorded in the balance sheet

 

 

Funded plan – G1

 

 

Pension plan liabilities as of December 31, 2015

 

665,274

Expenses recognized in 2016

 

32,443

Payments made in 2016

 

(6,827)

Pension plan liabilities as of March 31, 2016 (i)

 

690,890

 

 

 

Unfunded plan – G0

 

 

Pension plan liabilities as of December 31, 2015

 

2,166,942

Expenses recognized in 2016

 

70,529

Payments made in 2016

 

(36,000)

Pension plan liabilities as of March 31, 2016 (iii)

 

2,201,471

 

 

 

Total

 

2,892,361

 

(i)               G1 Plan

 

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Notes to the Interim Financial Information

 

The Company sponsors a defined benefit pension plan for its employees ("Plan G1"), which is managed by Sabesprev, receives 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 March 31, 2016, SABESP had a net actuarial liability of R$690,890 (R$665,274 as of December 31, 2015) 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 plan assets.

 

(ii)            Private pension plan benefits – Defined contribution

 

As of March 31, 2016, Sabesprev Mais plan, based on defined contribution, had 5,350 active and assisted participants (5,213 as of December 2015).

 

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

 

The value of the obligation to all participants who migrated from Plan G1 to the Sabesprev Mais Plan amounted to R$7,738 as of March 31, 2016 (R$7,907 as of December 31, 2015) referred to active participants, recorded in current liabilities, under “Other obligations”.

 

(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 related parties, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of March 31, 2016, the Company recorded a defined benefit obligation for Plan G0 of R$2,201,471 (R$2,166,942 as of December 31, 2015.

 

(c)   Profit sharing

 

The Company recorded as reference to the 2015 Profit Sharing Program, the amount corresponding to one month salary for each employee, depending on performance goals reached. From January to March 2016 and 2015, R$18,729 and R$17,307, respectively, were accrued.

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Notes to the Interim Financial Information

 

20              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 as of March 31, 2016 and December 31, 2015 were R$482,976 and R$387,279, respectively.

 

 

21                Equity

 

(a)         Authorized capital

 

The Company is authorized to increase capital by up to R$15,000,000, 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

 

As of March 31, 2016 and December 31, 2015, subscribed and paid-in capital is represented by 683,509,869 registered, book-entry common shares, held as follows:

 

 

 

March 31, 2016

December 31, 2015

 

Number of shares

Number of shares

State Department of Finance

343,524,285

50.26%

343,524,285

50.26%

Companhia Brasileira de Liquidação e Custódia

202,980,161

29.70%

199,719,739

29.22%

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

136,377,413

19.95%

139,637,913

20.43%

Other

628,010

0.09%

627,932

0.09%

 

 

 

 

 

 

683,509,869

100.00%

683,509,869

100.00%

 

 

(*)                 Each ADR corresponds to 1 share.

 

Further information about equity, such as shareholder’ compensation, dividends and purpose of reserves, can be found in Note 22 to the Annual Financial Statements as of December 31, 2015.

 

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Version: 1

 

Notes to the Interim Financial Information

 

22              Earnings per share Basic and diluted

Basic earnings per share is calculated by dividing the equity attributable to Company’s owners by the weighted average number of outstanding common shares during the period. 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 March 2016

January to March 2015

 

 

 

Equity attributable to Company’s owners

628,789

318,178

Weighted average number of common shares issued

683,509,869

683,509,869

 

 

 

Basic and diluted earnings per share (reais per share)

0.91994

0.46551

 

 

23              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.

 

(i)      Result

 

 

January to March 2016

 

Water

Sewage

Reconciliation to the financial statements

Balance as per financial statements

Gross operating income

1,457,627

1,113,001

625,280

3,195,908

Gross sales deductions

(95,299)

(72,767)

-

(168,066)

Net operating income

1,362,328

1,040,234

625,280

3,027,842

Costs, selling, general and administrative expenses

(1,106,119)

(688,243)

(612,386)

(2,406,748)

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

256,209

351,991

12,894

621,094

Other operating income / (expenses), net

 

 

 

5,482

Equity accounting

 

 

 

2,087

Financial result, net

 

 

 

340,160

Income from operations before taxes

 

 

 

968,823

Depreciation and amortization

149,116

135,540

 

284,656

 

 

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ITR – Quarterly Information Form – 03/31/2016 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Notes to the Interim Financial Information

 

 

January to March 2015

 

Water

Sewage

Reconciliation to the financial statements

Balance as per financial statements

Gross operating income

1.129.628

874.864

588.466

2.592.958

Gross sales deductions

(70.059)

(54.258)

-

(124.317)

Net operating income

1,059,569

820,606

588,466

2,468,641

Costs, selling and administrative expenses

(500,765)

(288,409)

(576,376)

(1,365,550)

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

558,804

532,197

12,090

1,103,091

Other operating income / (expenses), net

 

 

 

32,057

Equity accounting

 

 

 

1,114

Financial result, net

 

 

 

(985,760)

Income from operations before taxes

 

 

 

150,502

Depreciation and amortization

141,524

111,784

-

253,308

 

 

Explanation on the reconciliation items for the Financial Statements.

 

The impacts on gross operating income and costs are as follows.

 

 

January to March 2016

January to March 2015

 

 

 

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

625,280

588,466

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

(612,386)

(576,376)

 

 

 

Construction margin

12,894

12,090

 

 

(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 Notes 13 (c) and (f).

 

 

 

 

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Version: 1

 

Notes to the Interim Financial Information

 

24          Operating revenue

 

(a)  Revenue from water and sewage services:

 

 

January to March 2016

January to March 2015

 

 

 

Metropolitan region of São Paulo

1,750,611

1,301,350

Regional Systems (i)

820,017

703,142

Total (ii)

2,570,628

2,004,492

 

 

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

 

(ii) The gross operating revenue from sale of products and services increased by 28.2% in the period ended March 31, 2016, in comparison with the same period in 2015, due to the application of the 15.2% tariff adjustment (7.8% related to regular adjustment and 6.9% to non-recurring tariff revision) as of June 2015, the change in the bonus concession rules as of February 2016 and higher Contingency Tariff in 2016, which started to be applied in February 2015.

 

The bonus granted in the three-month period ended March 31, 2016 totaled R$153,766 versus R$211,235 in the three-month period ended March 31, 2015, while the effect of the application of the Contingency Tariff in the operating revenue in the three-month period ended March 31, 2016 came to R$160,570 versus R$79,271 in the three-month period ended March 31, 2015.

 

The Company’s billed volume increased by 1.9%.

 

Additional information on the bonus and contingency tariff programs is presented in Note 25 (a) to the Annual Financial Statements of December 31, 2015.

 

As of March 30, 2016, ARSESP published Resolutions 640 and 641, which cancelled the application of the contingency tariff by SABESP and authorized the cancellation of SABESP’s Water Consumption Reduction Incentive Program (“Bonus”) as of May 1, 2016.

 

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

 

 

January to March 2016

January to March 2015

 

 

 

Revenue from water and sewage services

2,570,628

2,004,492

Construction revenue (Note 13 (c))

625,280

588,466

Sales tax

(168,066)

(124,317)

Net revenue

3,027,842

2,468,641

 

 

25         Operating costs and expenses

 

 

 

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Notes to the Interim Financial Information

 

 

 

January to March 2016

January to March 2015

Operating costs

 

 

Salaries and payroll charges

386,137

365,723

Pension obligations

22,438

14,521

Construction costs (Note 13 (c))

612,386

576,376

General supplies

34,996

47,178

Treatment supplies

75,097

72,319

Outside services

191,329

203,695

Electricity

239,591

158,618

General expenses

114,196

85,560

Depreciation and amortization

265,106

234,687

 

1,941,276

1,758,677

Selling expenses

 

 

Salaries and payroll charges

60,702

56,174

Pension obligations

2,928

1,885

General supplies

876

1,003

Outside services

62,195

56,207

Electricity

231

169

General expenses

19,944

19,227

Depreciation and amortization

2,324

2,473

Allowance for doubtful accounts,

net of recoveries (Note 8 (c))

56,078

47,343

 

205,278

184,481

Administrative expenses (revenue)

 

 

Salaries and payroll charges

43,987

48,391

Pension obligations

58,110

47,841

GESP reimbursement – benefits paid (i)

-

(696,283)

General supplies

342

462

Outside services

28,886

35,998

Electricity

579

282

General expenses

90,508

(50,385)

Depreciation and amortization

17,226

16,148

Tax expenses

20,556

19,938

 

260,194

(577,608)

Operating costs and expenses

 

 

Salaries and payroll charges

490,826

470,288

Pension obligations

83,476

64,247

GESP reimbursement – benefits paid (i)

-

(696,283)

Construction costs (Note 13 (c))

612,386

576,376

General supplies

36,214

48,643

Treatment supplies

75,097

72,319

Outside services

282,410

295,900

Electricity

240,401

159,069

General expenses

224,648

54,402

Depreciation and amortization

284,656

253,308

Tax expenses

20,556

19,938

Allowance for doubtful accounts,

net of recoveries (Note 8 (c))

56,078

47,343

 

2,406,748

1,365,550

 

(i)       Additional information on GESP Agreement is presented in Note 10 (a) (vii) to the Financial Statements as at December 31, 2015.

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Notes to the Interim Financial Information

 

26          Financial income (expenses)

 

 

January to March

2016

January to March

2015

Financial expenses

 

 

Interest and charges on borrowings and financing – local currency

(95,220)

(86,663)

Interest and charges on borrowings and financing – foreign currency

(37,585)

(30,467)

Other financial expenses

(22,939)

(22,617)

Income tax over international remittance

(4,016)

(3,913)

Inflation adjustment on borrowings and financing

(52,945)

(56,141)

Inflation adjustment on Sabesprev Mais deficit

(368)

(432)

Other inflation adjustments

(8,244)

(4,391)

Interest and inflation adjustments on provisions

(62,039)

(999)

Total financial expenses

(283,356)

(205,623)

 

 

 

Financial income

 

 

Inflation adjustment gains

54,704

30,313

Income on short-term investments

53,274

47,032

Interest income

32,686

26,010

Cofins and Pasep on financial income

(6,555)

-

Other

6,088

474

Total financial income

140,197

103,829

 

 

 

Financial income (expenses), net before exchange rate changes

(143,159)

(101,794)

 

 

 

Net exchange gains (losses)

 

 

Exchange rate changes on borrowings and financing (i)

483,296

(884,418)

Other exchange rate changes

(16)

(107)

Exchange gains

39

559

Exchange rate changes, net

483,319

(883,966)

 

 

 

Financial income (expenses), net

340,160

(985,760)

 

 

(i) The variation in expenses is mainly due to the depreciation of the US dollar and the Yen in the first quarter of 2016, of 8.9% and 2.4%, respectively, when compared with an appreciation of 20.7% and 20.3%, respectively, in the same period in 2015.

 

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Notes to the Interim Financial Information

 

27              Other operating income (expenses), net

 

 

January to March 2016

January to March 2015

 

 

 

Other operating income

7,629

29,283

Other operating expenses

(2,147)

2,774

 

 

 

Other operating income (expenses), net

5,482

32,057

 

 

 

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

 

Other operating expenses consist mainly of derecognition of concessions due to obsolescence, discontinued construction works, unproductive wells, projects considered economically unfeasible, losses on property, plant and equipment and exceeding cost of electricity sold.

 

 

28              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, the main committed amounts as of March 31, 2016:

 

 

April to December 2016

2017 – 2018

2019 – 2020

2021 onwards

Total

Contractual obligations – Expenses

1,079,723

1,045,881

253,489

1,383,605

3,762,698

Contractual obligations – Investments

1,183,843

2,652,516

1,223,026

6,519,864

11,579,249

Total

2,263,566

3,698,397

1,476,515

7,903,469

15,341,947

 

 

 

The main commitment refers to São Lourenço PPP. See Note 13 (h).

 

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Notes to the Interim Financial Information

 

29          Supplemental cash flow information

 

 

January to March 2016

January to March 2015

 

 

 

Total additions to intangible assets (Note 13 (b))

652,480

571,144

 

 

 

Items not affecting cash (see breakdown below)

(251,502)

(51,185)

 

 

 

Total additions to intangible assets as per statement of cash flows

400,978

519,959

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

Interest capitalized in the period (Note 13 (e))

123,717

72,472

Contractors payable

(44,689)

(73,397)

Public-Private Partnerships – São Lourenço PPP

156,765

28,515

Leases

2,815

11,505

Construction margin (Notes 13 (f) and 23)

12,894

12,090

Total

251,502

51,185

 

 

30          Events after the reporting period

 

 

·       Tariff adjustment

 

On April 11, 2016 the São Paulo State Energy and Sanitation Regulatory Agency (ARSESP) published ARSESP Resolution 643, authorizing SABESP to apply an 8.4478% tariff adjustment index in relation to current tariffs, as of May 12, 2016.

 

 

·       Companhia de Transmissão de Energia Elétrica Paulista CTEEP

 

On April 20, 2016 the Company sold the 2,221,000 preferred shares issued by the São Paulo Company of Electric Power Transmission (Companhia de Transmissão de Energia Elétrica Paulista – CTEEP), totaling R$111.1 million.

 

 

·       Annual Shareholders’ Meeting

 

On April 29, 2016 it was held the Annual Shareholders’ Meeting.

 

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Comments on the Company’s projections

 

 

 

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 annual basis and are disclosed in the reference form.

 

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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 of March 31, 2016

Shareholder

Number of Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524285

50.3%

Management

 

 

 

 

Board of Directors

-

-

-

-

Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

15

-

15

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,524,300

50.3%

343,524,2300

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,985, 569

49.7%

339,985,569

49.7%

 

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Other Information Deemed as Relevant by the Company

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS,
MANAGEMENT AND OUTSTANDING SHARES
Position as of March 31, 2015

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

 

-

 

-

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%

 

 

 

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 of March 31, 2016
(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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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 Quarterly Information Form (ITR), for the quarter ended March 31, 2016, which comprises the financial position as of March 31, 2016 and the related statements of income, comprehensive income, changes in equity and cash flows for the three-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 in accordance 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, 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 CPC 21 (R1) and IAS 34, applicable to the preparation of Interim Financial Information - ITR, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission.

 

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Other matters

Statements of value added

We have also reviewed the statements of value added (DVA) for the three-month period ended March 31, 2016, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM - Brazilian Securities and Exchange Commission applicable to the preparation of Interim Financial Information - ITR and considered as supplemental information by IFRSs, 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, May 12, 2016

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: May 26, 2016
 
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.