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___
PUBLIC FEDERAL SERVICE | ||||
CVM SECURITIES AND EXCHANGE COMMISSION | ||||
ITR QUARTERLY INFORMATION | Base Date - 09/30/2006 | Corporate Legislation | ||
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES |
REGISTRATION WITH THE CVM DOES NOT IMPLY ANY ANALYSIS OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION PROVIDED. |
01.01 - IDENTIFICATION
1 - CVM CODE 01444-3 |
2 - COMPANY'S NAME CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO |
3 -CNPJ 43.776.517/0001-80 |
4 - NIRE 35300016831 |
01.02 - HEAD-OFFICE
1 - FULL ADDRESS Rua Costa Carvalho, 300 |
2 - NEIGHBORHOOD OR DISTRICT Pinheiros |
||||
3 - ZIP CODE 05429-900 |
4 - CITY São Paulo |
5 - STATE SP |
|||
6 - AREA CODE 11 |
7 - TELEPHONE 3388-8000 |
8 - TELEPHONE 3388-8200 |
9 - TELEPHONE 3388-8201 |
10 - TELEX | |
11 - AREA CODE 11 |
12 - FAX 3813-0254 |
13 - FAX - |
14 - FAX - |
||
15 - E-MAIL sabesp@sabesp.com.br |
01.03 - INVESTOR RELATIONS OFFICER (Company's Mail Address)
1 NAME Rui de Britto Álvares Affonso |
|||||||
2 - FULL ADDRESS Rua Costa Carvalho, 300 |
3 - NEIGHBORHOOD OR DISTRICT Pinheiros |
||||||
4 - ZIP CODE 05429-900 |
5 - CITY São Paulo |
6 - STATE SP |
|||||
7 - AREA CODE 11 |
8 - TELEPHONE 3388-8247 |
9 - TELEPHONE |
10 - TELEPHONE - |
11 - TELEX | |||
12 - AREA CODE 11 |
13 - FAX 3815-4465 |
14 - FAX - |
15 - FAX - |
||||
16 - E-MAIL raffonso@sabesp.com.br |
01.04 - REFERENCE / INDEPENDENT AUDITOR
CURRENT FISCAL YEAR | CURRENT QUARTER | PRIOR QUARTER | |||||
1 - BEGINNING | 2 END | 3 - NUMBER | 4 - BEGINNING | 5 - END | 6 - NUMBER | 7 - BEGINNING | 8 - END |
01/01/2006 | 12/31/2006 | 2 | 07/01/2006 | 09/30/2006 | 2 | 04/01/2006 | 06/30/2006 |
9 NAME/CORPORATE NAME OF THE AUDITOR Deloitte Touche Tohmatsu Auditores Independentes |
10 - CVM CODE 00385-9 |
||||||
11 NAME OF RESPONSIBLE TECHNICIAN Marco Antonio Brandão Simurro |
12 TAXPAYER ID OF RESP.TECH. 755.400.708-44 |
01.05 - CAPITAL COMPOSITION
NUMBER OF SHARES (thousand) |
1 - CURRENT QUARTER 09/30/2006 |
2 - PRIOR QUARTER 06/30/2006 |
3 - SAME QUARTER PRIOR YEAR 09/30/2005 |
Paid-up Capital | |||
1 - Common | 28,479,577 | 28,479,577 | 28,479,577 |
2 - Preferred | 0 | 0 | 0 |
3 Total | 28,479,577 | 28,479,577 | 28,479,577 |
Treasury Stock | |||
4 - Common | 0 | 0 | 0 |
5 - Preferred | 0 | 0 | 0 |
6 Total | 0 | 0 | 0 |
01.06 - CHARACTERISTICS OF THE COMPANY
1 - TYPE OF COMPANY Commercial, Industrial and Other Companies |
2 - SITUATION Operating |
3 - NATURE OF OWNERSHIP State-owned |
4 - ACTIVITY CODE 1160 Sanitation, Water and Gas Services |
5 - MAIN ACTIVITY Capture, Treatment, Water Distribution; Collection, Treatment of Sewage |
6 - TYPE OF CONSOLIDATION Not Submitted |
7 - TYPE OF REPORT OF THE INDEPENDENT ACCOUNTANT Unqualified |
01.07 - COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS
1 ITEM | 2 CNPJ | 3 NAME |
01.08 - DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 - ITEM | 2 - EVENT | 3 DATE APPROVED |
4 AMOUNT | 5 DATE OF PAYMENT |
6 TYPE OF SHARE |
7 - AMOUNT PER SHARE |
01 | RCA | 04/28/2005 | Interests on capital | 06/27/2006 | ON | 0.0013413120 |
02 | RCA | 06/23/2005 | Interests on capital | 06/27/2006 | ON | 0.0023455404 |
03 | RCA | 10/20/2005 | Interests on capital | 06/27/2006 | ON | 0.0029900000 |
04 | RCA | 12/15/2005 | Interests on capital | 06/27/2006 | ON | 0.0055500000 |
05 | RCA | 01/20/2006 | Interests on capital | ON | 0.0045500000 |
01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR
1 - ITEM |
2 DATE OF CHANGE |
3 - CAPITAL STOCK AMOUNT (In thousand reais) |
4 - AMOUNT OF THE CHANGE (In thousand reais) |
5 NATURE OF THE CHANGE |
6 - NUMBER OF SHARES ISSUED (Thousand) |
7 - SHARE PRICE ON ISSUE DATE (Reais) |
01.10 - INVESTOR RELATIONS OFFICER
1 - DATE 11/14/2006 |
2 SIGNATURE |
02.01 - BALANCE SHEET - ASSETS (In thousands of reais)
1 - Code | 2 - Description | 3 09/30/2006 | 4 - 06/30/2006 |
1 | Total assets | 17,957,436 | 17,716,234 |
1.01 | Current assets | 2,024,607 | 1,874,372 |
1.01.01 | Cash | 399,434 | 336,012 |
1.01.01.01 | Cash, Banks and Fin. Invest. | 399,396 | 335,997 |
1.01.01.02 | Other cash items | 38 | 15 |
1.01.02 | Credits | 1,149,815 | 1,114,999 |
1.01.02.01 | Customers | 1,149,815 | 1,114,999 |
1.01.03 | Inventories | 33,005 | 32,035 |
1.01.03.01 | Storage Items for Operation | 33,005 | 32,035 |
1.01.04 | Others | 442,353 | 391,326 |
1.01.04.01 | Accounts receivable from shareholders | 370,035 | 325,261 |
1.01.04.02 | Taxes and contributions to be deducted | 319 | 319 |
1.01.04.03 | Deferred taxes and contributions | 21,899 | 22,161 |
1.01.04.04 | Advance of 13th Salary | 18,941 | 13,962 |
1.01.04.05 | Other accounts receivable | 31,159 | 29,623 |
1.02 | Long term assets | 1,685,080 | 1,660,031 |
1.02.01 | Sundry credits | 1,685,080 | 1,660,031 |
1.02.01.01 | Customers | 296,473 | 297,250 |
1.02.01.02 | Compensation for concession termination | 148,794 | 148,794 |
1.02.01.03 | Court deposits | 31,329 | 30,723 |
1.02.01.04 | Accounts receivable from shareholders | 834,715 | 823,558 |
1.02.01.05 | Deferred taxes and contributions | 323,121 | 310,827 |
1.02.01.06 | Other accounts receivable | 50,648 | 48,879 |
1.02.02 | Receivables from related parties | 0 | 0 |
1.02.02.01 | From associated companies | 0 | 0 |
1.02.02.02 | From controlled companies | 0 | 0 |
1.02.02.03 | From other related parties | 0 | 0 |
1.02.03 | Others | 0 | 0 |
1.03 | Permanent assets | 14,247,749 | 14,181,831 |
1.03.01 | Investments | 720 | 740 |
1.03.01.01 | Interest in associated companies | 0 | 0 |
1.03.01.02 | Interest in controlled companies | 0 | 0 |
1.03.01.03 | Other investments | 720 | 740 |
1.03.01.03.01 | Shares in other companies | 698 | 718 |
1.03.01.03.02 | Compulsory deposits - Eletrobrás | 22 | 22 |
1.03.02 | Property, plant & equipment | 14,233,536 | 14,165,702 |
1.03.02.01 | Property, plant & equipment | 11,821,732 | 11,871,236 |
1.03.02.02 | Work in progress | 2,411,804 | 2,294,466 |
1.03.03 | Deferred assets | 13,493 | 15,389 |
1.03.03.01 | Organizational and reorganization expenses | 13,493 | 15,389 |
02.02 - BALANCE SHEET - LIABILITIES (In thousands of reais)
1 - Code | 2 Description | 3- 09/30/2006 | 4 - 06/30/2006 |
2 | Total liabilities | 17,957,436 | 17,716,234 |
2.01 | Current liabilities | 1,938,285 | 1,662,890 |
2.01.01 | Loans and credit facilities | 511,682 | 476,890 |
2.01.02 | Debentures | 349,376 | 165,571 |
2.01.02.01 | 4th issue debentures | 24,998 | 49,998 |
2.01.02.02 | 5th issue debentures | 45,339 | 44,955 |
2.01.02.03 | 6th issue debentures | 231,813 | 0 |
2.01.02.04 | Interest on debentures | 47,226 | 70,618 |
2.01.03 | Suppliers | 103,845 | 88,032 |
2.01.04 | Taxes, fees and contributions | 138,279 | 145,150 |
2.01.04.01 | Paes Program | 41,354 | 40,760 |
2.01.04.02 | Cofins and Pasep | 36,366 | 34,499 |
2.01.04.03 | Corporate Income Tax | 27,049 | 33,856 |
2.01.04.04 | Social Contribution | 10,012 | 12,908 |
2.01.04.05 | I.N.S.S. (Social Security) | 17,522 | 18,591 |
2.01.04.06 | Withholding Tax | 517 | 498 |
2.01.04.07 | Others | 5,459 | 4,038 |
2.01.05 | Dividends payable | 0 | 0 |
2.01.06 | Provisions | 10,990 | 10,921 |
2.01.06.01 | For contingencies with suppliers | 1,056 | 1,028 |
2.01.06.02 | For contingencies with customers | 9,934 | 9,893 |
2.01.07 | Debt with related companies | 0 | 0 |
2.01.08 | Others | 824,113 | 776,326 |
2.01.08.01 | Salaries and payroll charges | 236,722 | 224,208 |
2.01.08.02 | Services | 116,347 | 85,436 |
2.01.08.03 | Interest on own capital payable | 380,543 | 381,158 |
2.01.08.04 | Deferred taxes and contributions | 75,939 | 72,348 |
2.01.08.05 | Amounts refundable | 12,576 | 11,595 |
2.01.08.06 | Other liabilities | 1,986 | 1,581 |
2.02 | Long-term liabilities | 6,941,445 | 7,174,956 |
2.02.01 | Loans and credit facilities | 4,118,052 | 4,155,231 |
2.02.02 | Debentures | 1,398,264 | 1,622,845 |
2.02.02.01 | 6th issue debentures | 391,140 | 619,618 |
2.02.02.02 | 7th issue debentures | 302,767 | 301,891 |
2.02.02.03 | 8th issue debentures | 704,357 | 701,336 |
2.02.03 | Provisions | 619,406 | 602,964 |
2.02.03.01 | For labor claims | 32,441 | 30,170 |
2.02.03.02 | For civil and tax claims | 95,717 | 93,624 |
2.02.03.03 | For suppliers | 187,859 | 186,113 |
2.02.03.04 | For customers | 258,331 | 269,800 |
2.02.03.05 | For environmental matters | 45,058 | 23,257 |
02.02 - BALANCE SHEET - LIABILITIES (Thousand Reais)
1 Code | 2 Description | 3 - 09/30/2006 | 4 - 06/30/2006 |
2.02.04 | Debts with related companies | 0 | 0 |
2.02.05 | Others | 805,723 | 793,916 |
2.02.05.01 | Deferred taxes and contributions | 145,655 | 139,454 |
2.02.05.02 | Paes Program | 237,794 | 244,567 |
2.02.05.03 | Social security liabilities | 310,387 | 299,118 |
2.02.05.04 | Refundable amounts | 73,829 | 73,829 |
2.02.05.05 | Other accounts payable | 38,058 | 36,948 |
2.03 | Deferred income | 0 | 0 |
2.05 | Shareholders' equity | 9,077,706 | 8,878,388 |
2.05.01 | Paid-up capital | 3,403,688 | 3,403,688 |
2.05.02 | Capital reserves | 104,624 | 100,760 |
2.05.02.01 | Support for projects reserve | 88,844 | 84,980 |
2.05.02.02 | Incentive reserves | 15,780 | 15,780 |
2.05.03 | Revaluation Reserves | 2,459,701 | 2,483,566 |
2.05.03.01 | Own assets | 2,459,701 | 2,483,566 |
2.05.03.02 | Controlled/Associated companies | 0 | 0 |
2.05.04 | Profit reserves | 2,470,269 | 2,470,269 |
2.05.04.01 | Legal | 215,273 | 215,273 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 0 | 0 |
2.05.04.05 | Retained earnings | 0 | 0 |
2.05.04.06 | Special for undistributed dividends | 0 | 0 |
2.05.04.07 | Other profit reserves | 2,254,996 | 2,254,996 |
2.05.04.07.01 | Reserve for investments | 2,254,996 | 2,254,996 |
2.05.05 | Retained earnings/accumulated losses | 639,424 | 420,105 |
03.01 - INCOME STATEMENT (Thousand Reais)
1 - Code | 2 Description | 3 07/01/2006 to 09/30/2006 |
4 - 01/01/2006 to 09/30/2006 |
5 - 07/01/2005 to 09/30/2005 |
6 - 01/01/2005 to 09/30/2005 |
3.01 | Gross sales and/or services revenue | 1,505,829 | 4,384,650 | 1,323,016 | 3,905,260 |
3.01.01 | Water supply - Retail | 777,187 | 2,270,950 | 681,714 | 2,018,926 |
3.01.02 | Water supply - Wholesale | 66,379 | 194,718 | 60,435 | 176,598 |
3.01.03 | Sewage collection and treatment | 638,628 | 1,849,646 | 559,666 | 1,644,803 |
3.01.04 | Other services rendered | 23,635 | 69,336 | 21,201 | 64,933 |
3.02 | Gross revenue deductions | (114,987) | (335,806) | (100,431) | (292,661) |
3.02.01 | Tax on Revenues (COFINS) | (94,476) | (275,905) | (82,516) | (240,241) |
3.02.02 | Tax on Revenues (PASEP) | (20,511) | (59,901) | (17,915) | (52,420) |
3.03 | Net sales and/or services revenue | 1,390,842 | 4,048,844 | 1,222,585 | 3,612,599 |
3.04 | Cost of sales and/or services sold | (644,405) | (1,910,555) | (600,934) | (1,753,032) |
3.05 | Gross profit | 746,437 | 2,138,289 | 621,651 | 1,859,567 |
3.06 | Operating expenses/revenue | (424,658) | (1,065,960) | (341,746) | (853,939) |
3.06.01 | Selling | (187,802) | (455,722) | (136,886) | (381,447) |
3.06.02 | General and administrative | (83,734) | (218,934) | (84,106) | (253,022) |
3.06.03 | Financial | (153,122) | (391,304) | (120,754) | (219,470) |
3.06.03.01 | Financial income | 25,896 | 96,240 | 20,668 | 70,183 |
3.06.03.01.01 | Financial income | 25,896 | 96,240 | 20,668 | 70,183 |
3.06.03.01.02 | Tax on Revenues (COFINS/PASEP) | 0 | 0 | 0 | 0 |
3.06.03.02 | Financial expenses | (179,018) | (487,544) | (141,422) | (289,653) |
3.06.03.02.01 | Financial expenses | (179,018) | (487,544) | (141,422) | (289,653) |
3.06.04 | Other operating revenue | 0 | 0 | 0 | 0 |
3.06.05 | Other operating expenses | 0 | 0 | 0 | 0 |
3.06.06 | Equity result | 0 | 0 | 0 | 0 |
3.07 | Operating income | 321,779 | 1,072,329 | 279,905 | 1,005,628 |
3.08 | Non-operating income | 1,210 | 1,256 | (10,745) | (9,835) |
3.08.01 | Revenues | 5,476 | 7,910 | 1,623 | 5,264 |
3.08.01.01 | Revenues | 5,939 | 10,075 | 2,015 | 6,343 |
3.08.01.02 | Tax on Revenues (COFINS/PASEP) | (463) | (2,165) | (392) | (1,079) |
3.08.02 | Expenses | (4,266) | (6,654) | (12,368) | (15,099) |
3.08.02.01 | Loss on disposal of fixed assets | (3,192) | (5,513) | (10,337) | (12,669) |
3.08.02.02 | Provision for Lost Tax Incentives | 0 | 0 | 0 | 0 |
3.08.02.03 | Tax Incentives | (1,000) | (1,000) | 0 | 0 |
3.08.02.04 | Others | (74) | (141) | (2,031) | (2,430) |
3.09 | Income before taxes/interests | 322,989 | 1,073,585 | 269,160 | 995,793 |
3.10 | Provision for Income Tax and Social Contribution | (122,815) | (353,778) | (76,124) | (309,857) |
3.10.01 | Provision for Income Tax | (89,857) | (268,723) | (60,315) | (246,100) |
3.10.02 | Provision for Social Contribution | (32,958) | (85,055) | (15,809) | (63,757) |
3.11 | Deferred income tax | 4,060 | 5,470 | 6,893 | 18,665 |
3.11.01 | Deferred income tax | 2,985 | 13,365 | 10,050 | 34,925 |
3.11.02 | Deferred social contribution | 1,075 | (7,895) | (3,157) | (16,260) |
3.11.03 | Reversal of deferred income tax | 0 | 0 | 0 | 0 |
3.12 | Statutory corporate interests/contributions | (8,780) | (26,341) | (8,780) | (26,341) |
3.12.01 | Corporate interests | 0 | 0 | 0 | 0 |
3.12.02 | Contributions | (8,780) | (26,341) | (8,780) | (26,341) |
3.12.02.01 | Extraordinary item | (8,780) | (26,341) | (8,780) | (26,341) |
3.13 | Reversal of interest on own capital | 0 | 0 | 0 | 0 |
3.15 | Profit/Loss for the Year | 195,454 | 698,936 | 191,149 | 678,260 |
Number of Shares, Ex-Treasury Shares (Thou) | 28,479,577 | 28,479,577 | 28,479,577 | 28,479,577 | |
PROFIT PER SHARE | 0.00686 | 0.02454 | 0.00671 | 0.02382 | |
LOSS PER SHARE |
04.01 - EXPLANATORY NOTES
(Amounts in thousands of Brazilian reais-R$, unless otherwise stated)
1. OPERATIONS
Companhia de Saneamento Básico do Estado de São Paulo (SABESP or the Company) is engaged in the operation of public water and sewage systems in the State of São Paulo, providing water and sewage services to a broad range of residential, commercial, industrial and government customers. Besides providing water and sewage collection services, the Company also provides water on a wholesale basis to certain municipalities in the São Paulo Metropolitan Region that do not have water production systems.
As of the Law 12,292, enacted on March 2, 2006, the Company may provide water and sewage services outside the State of São Paulo, including in other countries, either directly or through national or international consortia, may have equity participation in other state or mixed-capital companies, as well as to establish subsidiaries, to relate itself or participate in a private company connected to the sanitation industry.
The Company provides water and sewage services in 367 municipalities in the State of São Paulo. Nearly all of which are through concessions granted by the municipalities and most of them with 30-year term. The 10 (ten) concession contracts that expired in 2005 have been extended or are under negotiation. Up to December 31, 2006, 130 contracts are going to expire and the rest between 2007 and 2034. Management expects that the referred concessions will be renewed or extended, thus there will not be a discontinuity of the water supply and sewage collection. Up to September 30, 2006, the net book value of property, plant and equipment items relating to the municipalities where the concessions are under negotiation or will expire in 2006 totals R$ 1,57 billion, and the net revenue for the nine-month period then ended totals R$ 585 million in relation to these concessions.
The Company does not hold a formal concession to provide water and sewage services in the City of São Paulo, which accounts for approximately 56% of the sales and services rendered. In Santos, a municipality located in the Santos Coastal Area, which also has a large population and represents 2.72% of the sales and services rendered, the Company operates under a public deed of authorization, like in some other municipalities in the Santos Coastal Area and in the Ribeira Valley, where the Company started operating after the merger of the companies that formed SABESP. Management believes that the Company has a vested right to provide water and sewage services to these municipalities based upon, among other things, its ownership of the related water and sewage systems serving the City of São Paulo and these other municipalities and certain succession rights resulting from the merger which formed the Company.
In general, the Company does not face any competition in the municipalities in which it provides water and sewage services, and management understands that in those municipalities the Company has an exclusive right to provide such services.
All information regarding concession areas, number of municipalities, volumes of water and sewage and other related data disclosed in this report that do not arise from the accounting and/or financial statements are unaudited.
2. PRESENTATION OF FINANCIAL STATEMENTS
The Companys financial statements, which are used as the basis for determining income taxes and mandatory minimum dividends calculations, have been prepared in accordance with accounting practices adopted in Brazil, which are based on the Brazilian Corporate Law (Law No. 6,404/76 and amendments), the rules and regulations of the Brazilian Securities Commission - CVM and the accounting standards issued by the Brazilian Institute of Independent Auditors IBRACON.
3. SIGNIFICANT ACCOUNTING PRACTICES
(a) Determination of results of operations
(i) Revenues from sales and services
Revenues for water supply and sewage collection services are recognized as water is consumed or as services are provided. Revenues from water supply and sewage collection services rendered but not billed are recognized as unbilled customer accounts receivable based on monthly estimates, calculated from the last measurement date to month end based on prior months billings, in order to match such revenues with costs incurred.
(ii) Financial income and expenses
Primarily comprised of interest and monetary and exchange variations on loans and financing and financial investments, calculated and reported on the accrual basis of accounting.
(iii) Income and social contribution taxes
Income and social contribution taxes are calculated based on taxable results. Income tax is calculated at the rate of 15%, plus a 10% surtax, and social contribution is calculated at the rate of 9%. These taxes are reported on an accrual basis.
Deferred taxes related to tax loss carryforwards and temporary differences are calculated and recorded based on future taxable or deductible amounts and are recognized to the extent that their realization is believed to be probable.
As permitted by the CVM, the Company opted not to recognize the deferred tax liability (non-cash) on the revaluation reserve of property, plant and equipment recorded up to 1991.
(iv) Other income and expenses
Other income and expenses are recorded on an accrual basis.
(b) Cash and Cash Equivalents
Cash and cash equivalents are comprised mainly of bank deposits and financial investments and are carried at cost, plus accrued interest, if applicable. Financial investments denominated in reais have a ready market and an original maturity after 30 days from the date of investment, and are comprised mainly of Bank Deposit Certificates CDBs. Foreign currency deposits, if any, are translated at balance sheets date exchange rates.
(c) Customer accounts receivable and allowance for doubtful accounts
Customer accounts receivable generally do not accrue interest or indexation charges or penalties, except for refinanced agreements.
The Company records an allowance for doubtful accounts in an amount that is deemed by Management to be sufficient to cover probable losses in accounts receivable. Provision is recorded for bills in excess of R$ 5 and overdue for more than 360 days, and in excess of R$ 30 and overdue for more than 360 days which are under judicial collection proceedings. The amount calculated is adjusted, when presenting excess of insufficiency, based on the receivables aging analysis, taking into consideration the recovery expectation for the several customer categories.
The Company does not record an allowance for doubtful accounts for any amounts due from the State Government or entities controlled by the State Government, since it does not expect losses on such receivables.
(d) Inventories
Inventories of materials used in operations and in the maintenance of the Companys water and sewage systems are stated at the lower of average acquisition cost or realizable value and are classified in current assets.
Inventories for capital projects are classified under property, plant and equipment and are stated at the average acquisition cost.
(e) Other current assets and long-term receivables
Other current assets and long-term receivables are stated at the lower of acquisition cost or realization value, plus accrued interest, when applicable.
(f) Property, plant and equipment
Demonstrated at cost restated up to December 31, 1995, combined with the following aspects:
Depreciation of property, plant and equipment calculated at the straight-line method, at the annual rates mentioned in note 6.a.
Revaluation of fixed asset items, carried out in two separate stages in 1990 and 1991, was based on an appraisal report issued by independent experts, recorded with a corresponding credit to the Revaluation Reserve account in the Shareholders Equity, and is realized through depreciation, sale and disposal of the respective items, with a corresponding entry to Retained Earnings account.
Contributions of property, plant and equipment by third parties and from government entities to allow the Company to supply water and sewage services are recorded as a capital reserve.
Construction-in-progress is recorded at cost and is primarily related to construction projects under contract with third parties.
Capitalization of Financial Charges
Interest charges on loans and financing for construction-in-progress are capitalized as part of the cost of assets, during the related works.
Capitalized interests and foreign exchange variations are depreciated together with the cost of the asset, once it becomes operational.
Repairs and Maintenance
Improvements to existing property are capitalized, while costs of general maintenance and repairs are expensed as incurred. Materials allocated to specific projects are added to construction-in-progress.
Impairment
The Company reviews long-lived assets, primarily buildings and water and sewage systems, including property, plant and equipment and concession assets, to be held and used in the business, for the purpose of determining and measuring impairment on a recurring basis or when events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. The Company assesses impairment on the basis of the projected recovery of depreciation charges through results of operations. The carrying value of assets or group of assets is written down to realizable amount if and when appropriate.
Intangible Assets
Beginning in 1999, negotiations and acquisitions of new concessions considers the financial economic value of the business, defined in an appraisal report, issued by independent experts.
The terms of these concessions are generally for a period of 30 years and generally include the corresponding right to operate the concession assets over which the Company does not have title. The purchase price for these concessions is generally the fair value of the concession, based on the appraisal reports which take into consideration the projected cash flows and the remaining concession period at the date of acquisition. The cost of the concession assets acquired is amortized over the concession period using the straight-line method.
(g) Deferred Assets
The deferred assets are comprised of deferred project costs and technical studies, which are being amortized using the straight-line method over 5 years from the date when benefits start to be generated.
(h) Loans and Financing
Loans and financing are adjusted by indexation charges and foreign exchange variations, and include accruals for related interest expense. Loans and financing denominated in foreign currencies are translated to reais at the balance sheet date. The resulting foreign currency exchange adjustments are recognized as incurred, in the financial income (expense), net account.
(i) Salaries and payroll charges
Salaries and other payroll charges, including provision for vacation pay, 13th salary and complementary payments agreed upon through collective bargaining agreements, added by the corresponding payroll charges, are recorded on an accrual basis.
(j) Provision for contingencies
Provision for contingencies is recorded at the estimated amounts to cover potential losses related to labor, tax, civil, commercial, environmental and other claims and lawsuits, at administrative and court levels, when such losses are considered probable. Provision for contingencies balances are being disclosed net of the related escrow deposits.
(k) Environmental costs
Expenditures relating to ongoing environmental programs are expensed as incurred. Ongoing programs are designed and performed with a view to minimize the environmental impact of the operations and to manage the environmental risks inherent to the Companys activities.
(l) Pension and Postretirement Benefits
The Company sponsors a private defined benefit pension plan, which is operated and administered by Fundação Sabesp de Seguridade Social (SABESPREV). CVM resolution 371 of December 13, 2000 determines the recognition of the actuarial liabilities in excess to the plan assets. The Company has elected to recognize the transition obligation as of the date of adoption in earnings on a straight-line basis over five years beginning January 1, 2002.
(m) Other current and long-term liabilities
Other current and long-term liabilities are stated at their known or estimated amounts, including related charges and monetary and foreign exchange adjustments, when applicable.
(n) Interest on shareholders equity
Recorded in accordance with Law 9,249/95, for tax deductibility purposes, limited to the daily pro-rata variation of the Long-Term Interest Rate (TJLP) and disclosed in accordance with CVM Deliberation 207/96.
(o) Earnings per share
Earning per share is calculated based on the number of shares outstanding at the balance sheet date.
(p) Use of estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the reported amounts of revenues and expenses for the reporting periods. Actual results could differ from those estimates.
4. CUSTOMERS ACCOUNTS RECEIVABLE
(a) Summary of customer accounts receivable
09/30/2006 | 06/30/2006 | |||
Private-sector customers: | ||||
General customers and special customers (i) (ii) | 727,528 | 722,130 | ||
Agreements (iii) | 170,973 | 165,267 | ||
898,501 | 887,397 | |||
Government Entities: | ||||
Municipal | 431,554 | 418,327 | ||
Federal | 22,567 | 21,885 | ||
Agreements (iii) | 80,678 | 73,818 | ||
534,799 | 514,030 | |||
Wholesale customers - municipal authorities: (iv) | ||||
Guarulhos | 327,980 | 316,116 | ||
Mauá | 109,331 | 102,079 | ||
Mogi das Cruzes | 4,286 | 4,127 | ||
Santo André | 280,959 | 273,224 | ||
São Caetano do Sul | 4,361 | 2,761 | ||
Diadema | 82,158 | 77,854 | ||
809,075 | 776,161 | |||
Unbilled amounts | 273,465 | 226,539 | ||
Subtotal | 2,515,840 | 2,404,127 | ||
Allowance for doubtful accounts | (1,069,553) | (991,878) | ||
Total customers | 1,446,287 | 1,412,249 | ||
Current portion | 1,149,815 | 1,114,999 | ||
Long-term portion (v) | 296,473 | 297,250 |
(i) General customers residential and small and medium-sized businesses.
(ii) Special customers large consumers, commercial industries, plants, condominiums and special billing consumers (industrial waste, wells, etc.).
(iii) Agreements renegotiation of past-due balances. The amounts under agreements are generally due in approximately 6 12 months, except for certain amounts due from municipalities that are receivable through 2011.
(iv) Wholesale customers municipal authorities Accounts receivable from wholesale customers relate to the wholesale of treated water to certain municipalities, which are responsible for distribution, billing and collection with the final customers, as follows:
Sept/06 | June/06 | |||
Balance at beginning of period | 776,161 | 751,155 | ||
Billings for services provided | 66,379 | 64,204 | ||
Collections - current year services | (32,044) | (36,666) | ||
Collections - prior year services | (1,421) | (2,532) | ||
Balance at end of period | 809,075 | 776,161 | ||
Current portion | 15,496 | 14,421 | ||
Long term portion | 793,579 | 761,740 |
Some Municipalities judicially question the tariffs practiced by SABESP.
(v) Long-term receivables The long-term portion of customer accounts receivable consists of the long-term portion of renegotiated past-due private sector customer accounts receivable and past-due balances of wholesale customers-municipal authorities. It is recorded net of an allowance for doubtful accounts of R$ 593,757 at September 30, 2006 (June/2006 - R$ 561,582).
(b) Customer accounts receivable aging summary
Sept/06 | June/06 | |||
Current (including unbilled amounts) | 666,065 | 654,946 | ||
Past due: | ||||
Up to 30 days | 192,570 | 195,571 | ||
From 31 to 60 days | 58,202 | 76,042 | ||
From 61 to 90 days | 47,043 | 59,566 | ||
From 91 to 120 days | 44,173 | 49,718 | ||
From 121 to 180 days | 73,097 | 99,976 | ||
From 181 to 360 days | 249,360 | 195,703 | ||
For more than 360 days | 1,185,330 | 1,072,605 | ||
Total | 2,515,840 | 2,404,127 | ||
(c) Allowance for doubtful accounts
(i) The amount of the supplement to the provision may be presented as follows:
3rd Qtr/06 | 2nd Qtr/06 | |||
Balance at beginning of period | 991,878 | 962,557 | ||
Private-sector customers/government entities | 44,080 | 3,077 | ||
Wholesale customers | 33,595 | 26,244 | ||
Bad-debt expense in the period (net of recoveries) | 77,675 | 29,321 | ||
Balance | 1,069,553 | 991,878 | ||
Current portion | 475,796 | 430,296 | ||
Long-term portion | 593,757 | 561,582 |
(ii) Income statement
The Company recorded bad-debt expenses for probable losses in the accounts receivable in the second quarter of 2006 in the amount of R$ 114,169 (net of recoveries of R$ 36,494 for amounts under R$ 5 and R$ 77,675 for amounts in excess of R$ 5), directly to the periods income, as determined by Law nº 9,430/96, in the selling expenses account. In the second quarter of 2005 these losses amounted to R$ 64,541.
3rd Qtr/06 | 3rd Qtr/05 | |||
Provisions (over five thousand reais) | (82.591) | (56.069) | ||
Recoveries (over five thousand reais) | 4.916 | 17.170 | ||
Direct write-offs (less than five thousand reais) | (55.142) | (44.908) | ||
Recoveries (less than five thousand reais) | 18.648 | 19.266 | ||
Expenses (note 15) | (114.169) | (64.541) | ||
Management believes that the allowance for doubtful accounts is sufficient to absorb probable losses in customer accounts receivable.
5. RELATED-PARTY TRANSACTIONS
The Company is a party to a number of transactions with its majority shareholder, the State Government, and its related agencies.
(a) Accounts receivable from the State Government
set/06 | jun/06 | |||
Current: | ||||
Water and sewage services (i) | 311,619 | 268,275 | ||
GESP Agreement (iii) and (iv) | 58,416 | 56,986 | ||
Total current | 370,035 | 325,261 | ||
Long-term: | ||||
Water and sewage services - GESP Agreement (iii) and (iv) |
91,838 | 104,601 | ||
Reimbursement for pension benefits paid (ii) | 742,877 | 718,957 | ||
Total long-term | 834,715 | 823,558 | ||
Total receivable from shareholder | 1,204,750 | 1,148,819 | ||
Water and sewage services | 461,873 | 429,862 | ||
Reimbursement for pension benefits | 742,877 | 718,957 | ||
1,204,750 | 1,148,819 | |||
(b) Interest on shareholders equity | 325,366 | 325,366 | ||
(c) Operating Revenues | ||||
Gross revenue from sales and services | 3rd Qtr/06 | 3rd Qtr/05 | ||
Water sales | 43,392 | 40,509 | ||
Sewage services | 35,953 | 34,538 | ||
Collections | (36,919) | (51,957) |
(i) Water and sewage services
The Company provides water and sewage services to the State Government and its related agencies under terms and conditions that management believes are equal to those with third parties, except for the settlement of amounts outstanding, as described further below in items (iii) and (iv).
(ii) Reimbursement for pension and benefits paid.
Reimbursement for pension and benefits paid represents supplementary paid by the Company on behalf of the State Government to former employees of State Government-owned companies which merged to form SABESP. The amounts should be reimbursed to the Company by the Government, as the primary obligor, in conformity with Law No. 200/74. On September 30, 2006 and June 30, 2006, 2,686 and 2,699 retirees, respectively, received supplementary pension payments, for which the Company paid R$ 23,920 and R$ 23,327 in the periods ended September 30, 2006 and June 30, 2006, respectively. There were 174 active employees at September 30, 2006, who will be entitled to these benefits once they retire, as compared to 182 at June 31, 2006.
(iii) GESP Agreement
On December 11, 2001, the Company entered into an agreement with the State of São Paulo Government, through the State Department of Finance and the State Department of Water and Energy - DAEE, having the State Department of Water Resources, Sanitation and Works as intervening party, under which the State Government, by force of Law No. 200/74, acknowledged to be responsible for the supplemental retirement and pension benefits and acknowledged the existence of debts in respect of water and sewage services. The total Agreement value was R$ 678,830, of which R$ 320,623 refered to supplemental retirement and pension benefits in the period from March 1986 until November 2001, and R$ 358,207 refered to water supply and sewage collection services invoiced and due from 1985 until December 1, 2001.
Considering the strategic importance of Taiacupeba, Jundiaí, Biritiba, Paraitinga and Ponte Nova reservoirs, for ensuring the volume of water of the Alto Tietê System to be maintained, the Department of Water and Energy - DAEE will transfer these properties to the Company as partial amortization, by means of credit assignment, of the amount owed by the State. The reservoirs evaluation works has been completed and approved by the Companys Board of Directors, indicating an amount of R$ 300,880 (base date June, 2002), as shown in the related report.
Based on Official Notice No. 53/2005 of the State Capital Defense Council CODEC, dated March 21, 2005, negotiations were restarted between the Company and the State Government with a view to restatement of the debt under the terms defined in the GESP agreement, including amounts due after November, 2001. These negotiations shall be consolidated in a second amendment to the Agreement between the State Government and SABESP. The Company has retained Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras, USP FIPECAFI to validate the actual values to be reimbursed by the State Government, taking into account the legal advice provided by the General Office of the State Attorney.
Once the amounts and the monetary adjustment criterion are defined, SABESP will be able to take applicable actions with DAEE in order to transfer the ownership rights to the Alto Tietê System reservoirs, since no legal restraint exists, once the State Government has timely filed an appeal against the decision that had granted the public civil action and managed to obtain the suspension of the effects thereof.
This second amendment shall also include the criteria for monthly recovery of the future amounts to be disbursed by SABESP.
It is not possible to determine the net effects on the balance sheet resulting from such negotiation. Management does not expect to incur significant losses relating to any differences between the amounts recorded as due from the State Government and the amounts actually paid by SABESP.
The balances for water and sewage services were included in the 1st amendment, as described below (iv).
(iv) First Amendment to GESP Agreement
On March 22, 2004, the Company and the State Government amended the terms of the original GESP Agreement, thereby (1) consolidating and acknowledging amounts due from the State Government for water and sewage services through February 2004, monetarily adjusted through February 2004; (2) formally providing for the offset of amounts due from the State Government against interest on shareholders equity declared by the Company and any other debt owed to the State Government at December 31, 2003, which were monetarily adjusted through February 2004; and (3) defining the payment terms of the remaining obligations of the State Government for water and sewage services.
Under the terms of the Amendment, the State Government acknowledged amounts due to the Company for water and sewage services provided through February 2004, in the amount of R$ 581,779, including monetary adjustments based on the Referential Rate (TR) at the end of each fiscal year through February 2004. The Company acknowledged amounts due to the State Government with respect to interest on shareholders equity of R$ 518,732, including (1) amounts declared and payable relating to years prior to 2003 (R$ 126,967), (2) monetary adjustments on these amounts based on the annual change in the Consumer Prices Index (IPC/FIPE) through February 2004 (R$ 31,098); and (3) amounts declared and payable relating to 2003 (R$ 360,667).
The Company and the State Government agreed to the reciprocal offset of R$ 404,889 (monetarily adjusted through February 2004). The remaining obligation of R$ 176,890 at February 29, 2004 is being paid in monthly installments from May 2005 through April 2009, which is subject to monthly monetary adjustment at the Expanded Consumer Price Index (IPCA/IBGE), plus 0.5% .
The Amendment to the GESP Agreement does not provide for amounts owed by the State Government for supplementary retirement and pension plan benefits, paid by the Company on behalf of the State Government. Such amounts continue to be subject to the terms of the original GESP Agreement. Part of such amounts may be netted upon the transfer of the reservoirs that make up the Alto Tietê System. The Company and the State Government are negotiating the transfer and netting of the additional amounts owed.
Management believes that the amounts owed by the State Government shall be received and it is not estimated that losses will be incurred with such accounts receivable.
(d) Cash and cash equivalents
The Companys balance of cash and financial investments accounts with financial institutions controlled by the State Government was R$ 359,664 at September 30, 2006 (R$ 303,758 at June 30, 2006). The financial income from such investments was R$ 39,628 and R$ 24,582 in the periods ended on September 30, 2006 and 2005, respectively. The Company is required by law to invest excess cash with financial institutions controlled by the State Government.
(c) Arrangements to use certain reservoirs
The Company uses the Guarapiranga and Billings reservoirs and a portion of some of the reservoirs of the Alto Tietê System, which are owned by other State of São Paulo-owned companies and it does not pay any fees for their usage. In case these reservoirs are not available for use by the Company, it may be needed to obtain water from more distant locations.
The Company has the right to use water and to explore the reservoirs of the Alto Tietê System during a 30-year period, beginning in 1997.
6. PROPERTY, PLANT & EQUIPMENT
Sept/06 |
June/06 | |||||||
Accumulated | ||||||||
Depreciation/ | ||||||||
Cost | Amortization | Net | Net | |||||
In use | ||||||||
Water systems: | ||||||||
Land | 940,379 | - | 940,379 | 941,584 | ||||
Buildings | 2,682,047 | (1,395,851) | 1,286,196 | 1,310,569 | ||||
Connections | 813,239 | (341,200) | 472,039 | 474,641 | ||||
Water meters | 275,507 | (140,568) | 134,939 | 134,439 | ||||
Networks | 3,273,833 | (997,207) | 2,276,626 | 2,277,820 | ||||
Equipment | 251,842 | (170,610) | 81,232 | 86,990 | ||||
Others | 561,814 | (236,196) | 325,618 | 292,217 | ||||
Sub total | 8,798,661 | (3,281,632) | 5,517,029 | 5,518,260 | ||||
Sewage system: | ||||||||
Land | 355,956 | - | 355,956 | 354,114 | ||||
Buildings | 1,487,131 | (560,606) | 926,525 | 939,626 | ||||
Connections | 864,274 | (344,708) | 519,566 | 522,000 | ||||
Networks | 4,697,143 | (1,107,422) | 3,589,721 | 3,597,446 | ||||
Equipment | 432,416 | (348,204) | 84,212 | 127,310 | ||||
Others | 93,616 | (40,355) | 53,261 | 25,091 | ||||
Sub total | 7,930,536 | (2,401,295) | 5,529,241 | 5,565,587 | ||||
General use: | ||||||||
Land | 107,707 | - | 107,707 | 107,707 | ||||
Buildings | 122,666 | (69,028) | 53,638 | 54,737 | ||||
Transportation equipment | 134,255 | (127,666) | 6,589 | 7,978 | ||||
Furniture, fixtures and equipment | 276,059 | (192,156) | 83,903 | 91,211 | ||||
Loan for use of land | 20,556 | - | 20,556 | 20,556 | ||||
Loan for use of assets | 8,462 | (2,536) | 5,926 | 5,926 | ||||
Sub total | 669,705 | (391,386) | 278,319 | 288,115 | ||||
Total in use | 17,398,902 | (6,074,313) | 11,324,589 | 11,371,962 | ||||
Construction in progress: | ||||||||
Water systems | 774,215 | - | 774,215 | 745,328 | ||||
Sewage systems | 1,617,246 | - | 1,617,246 | 1,529,090 | ||||
Others | 20,343 | - | 20,343 | 20,048 | ||||
Total construction in progress | 2,411,804 | - | 2,411,804 | 2,294,466 | ||||
Intangible assets | 592,573 | (95,430) | 497,143 | 499,274 | ||||
Total | 20,403,279 | (6,169,743) | 14,233,536 | 14,165,702 | ||||
(a) Depreciation:
Depreciation is calculated at the following annual rates: buildings 4%; networks 2%; equipment 10%; water meters 10%; transportation equipment 20%; IT equipment 20%; building connections 5% furniture, fixtures and equipment 10%. When applicable, depreciation rates are adjusted to take into account the changes in the estimated remaining economic lives as assets are replaced.
Amortization of intangible assets is performed during the term of the concession agreements entered into with the municipalities
(b) Construction in progress
Disbursements from the fourth quarter of 2006 to 2011, related to construction works already contracted are estimated to be approximately R$ 1,196,000 (unaudited).
(c) Disposals of property, plant and equipment
The Company wrote-off, in the third quarter of 2006, property, plant and equipment in the amount of R$ 4,470 (2005 R$ 10,337), resulting in a total loss in the amount of R$ 3,192 (2005 R$ 1,165) related to assets in use, due to obsolescence, theft and disposal. In 2005 R$ 9,172 was written-off related to construction in progress, due to discontinued construction, non-productive wells and projects no longer economically feasible.
(d) Expropriations
As a result of the implementation of priority projects related to the water and sewage systems it was necessary to expropriate or establish rights of way through third-party properties, all in conformity with the relevant legislation. The owners of these properties will be compensated either through negotiated settlements or judicial arbitration. Disbursements to be effected as from the fourth quarter of 2006 are estimated to be approximately R$ 281,000 (unaudited). The related assets acquired as a result of these negotiations are recorded as property, plant and equipment when the expropriation is complete. The total amount paid relating to expropriations of property, plant and equipment in the third quarter of 2006 was R$ 663 (in the third quarter of 2005 - R$ 2,464).
(e) Tax effects on revaluation of assets
Property, plant and equipment items were revaluated in 1990 and 1991 and have been depreciated at annual rates which take into consideration the estimated remaining economic useful lives of the assets as determined in the respective valuation reports that, as a rule, fall within the ranges of the above presented rates.
As permitted by CVM Instruction 197/93, the Company did not record the deferred tax effects on the surplus of the revaluation of property, plant and equipment carried out in 1990 and 1991. Had the income tax and social contribution on revaluation reserve been accounted for, the unrealized amount at September 30, 2006 would be R$ 438,042 (R$ 468,696 up to September 30, 2005). The amount of R$ 70,070 was realized in the period from January to September, 2006 (January to September, 2005 R$ 67,031).
(f) Concessions
(i) Intangible Assets
In the third quarter of 2006 and 2005 the amortization expenses related to intangible concession rights were R$ 5,000 and R$ 4,900, respectively, and R$ 14,967 and R$ 14,689 in the first nine months of 2006 and 2005, respectively. The amortization expense for next five years is estimated to be approximately R$ 20,000 per year (unaudited).
(ii) Fixed Assets in operation
The fixed assets in operation represent the assets involved in the services providing of supply of water and collection of sewage in 352 municipalities. At the end of the concession, assets shall be transferred to the conceding power, by means of indemnification. The other municipalities have been negotiated by financial economic appraisal, as described in the above item.
(g) Capitalization of interest and financial charges
In the third quarter of 2006 and 2005, the Company capitalized to property, plant and equipment interests and monetary variation, including exchange variation, in the amount of R$ 9,211 and R$ (4,837) respectively, during the period in which the related assets were under construction.
(h) Assets in guarantee
At September 30 and June 30, 2006, the Company had assets in the amount of R$ 249,034 provided as guarantee under the Special Tax Debt Refinancing Program PAES (Note 9).
Three of the Companys properties in the amount of R$ 60,539 were pledged as collateral for financing with the International Bank for Reconstruction and Development BIRD.
(i) Non-operating assets
The Company had R$ 26,482 at September 30 and June 30, 2006 referring to other non-operating assets, comprised primarily of land surrounding reservoirs.
(j) Totally depreciated assets
On September 30 and June 30, 2006 the gross accounting value of the totally depreciated assets which are still in use is R$ 352,726 and R$ 347,234, respectively.
7 - LOANS AND FINANCING
(i) Loans and financing balances
Sept/06 | June/06 | |||||||||||||||||||
Short | Long | Short | Long | Final | Annual Interest | Adjustment to | ||||||||||||||
Term | Term | Total | Term | Term | Total | Maturity | Rate | Inflation | Guarantees | |||||||||||
Local currency | ||||||||||||||||||||
State of S.Paulo | ||||||||||||||||||||
União Federal / Banco | Government and | |||||||||||||||||||
do Brasil | 210,216 | 1,900,791 | 2,111,007 | 204,639 | 1,943,908 | 2,148,547 | 2014 | 8.5% | UPR | Own Funds | ||||||||||
Debentures 4th Issue | 24,998 | - | 24,998 | 49,998 | - | 49,998 | 2006 | CDI+1.2% | - | - | ||||||||||
Debentures 5th Issue | 45,339 | - | 45,339 | 44,955 | - | 44,955 | 2007 | 10.65% | IGP-M | - | ||||||||||
CDI+1.75% and | ||||||||||||||||||||
Debentures 6th Issue | 231,813 | 391,140 | 622,953 | - | 619,618 | 619,618 | 2010 | 11% | IGP-M | - | ||||||||||
CDI+1.5% and | ||||||||||||||||||||
Debentures 7th Issue | - | 302,767 | 302,767 | - | 301,891 | 301,891 | 2010 | 10.8% | IGP-M | - | ||||||||||
CDI+1.5% and | ||||||||||||||||||||
Debentures 8 h Issue | - | 704,357 | 704,357 | - | 701,336 | 701,336 | 2011 | 10.75% | IGP-M | - | ||||||||||
CEF | 47,537 | 473,747 | 521,284 | 45,601 | 458,124 | 503,725 | 2007/2022 | 5 % to 9.5% | UPR | Own Funds | ||||||||||
FIDC - SABESP I | 55,556 | 194,444 | 250,000 | 41,667 | 208,333 | 250,000 | 2011 | CDI+0.7% | - | Own Funds | ||||||||||
3% + TJLP | ||||||||||||||||||||
BNDES | 31,451 | 161,593 | 193,044 | 31,107 | 169,156 | 200,263 | 2013 | Limit 6% | - | Own Funds | ||||||||||
12% / CDI / | ||||||||||||||||||||
Others | 2,778 | 22,763 | 25,541 | 2,706 | 23,496 | 26,202 | 2009/2011 | TJLP+6% | UPR | - | ||||||||||
Accrued interest and | ||||||||||||||||||||
financial charges | 72,678 | 15,564 | 88,242 | 102,028 | - | 102,028 | ||||||||||||||
Total local currency | 722,366 | 4,167,166 | 4,889,532 | 522,701 | 4,425,862 | 4,948,563 | ||||||||||||||
Foreign currency | ||||||||||||||||||||
BIRD | Currency basket var | Federal | ||||||||||||||||||
US$ 4,395 thousand | 9,555 | - | 9,555 | 9,503 | - | 9,503 | 2007 | 4.84% | + US$ | Government | ||||||||||
Soc.Génerale | Federal | |||||||||||||||||||
EUR 524 thousand | 1,444 | - | 1,444 | 1,449 | - | 1,449 | 2006 | 4.04% | EUR | Government | ||||||||||
BID | Currency basket var | Federal | ||||||||||||||||||
US$ 435,853 thousand | 97,634 | 849,998 | 947,632 | 97,317 | 856,434 | 953,751 | 2007/2025 | 3 % to 7.7% | + US$ | Government | ||||||||||
Eurobonds | ||||||||||||||||||||
US$ 225,000 thousand | - | 489,195 | 489,195 | - | 486,968 | 486,968 | 2008 | 12% | US$ | - | ||||||||||
JBIC | Federal | |||||||||||||||||||
Yen 540,889 thousand | - | 9,957 | 9,957 | - | 8,812 | 8,812 | 2029 | 1.8% and 2.5% | Yene | Government | ||||||||||
Accrued interests and | ||||||||||||||||||||
financial charges | 30,059 | - | 30,059 | 11,491 | - | 11,491 | ||||||||||||||
Total foreign currency | 138,692 | 1,349,150 | 1,487,842 | 119,760 | 1,352,214 | 1,471,974 | ||||||||||||||
Total | 861,058 | 5,516,316 | 6,377,374 | 642,461 | 5,778,076 | 6,420,537 | ||||||||||||||
As of September 30, 2006 the Company did not have balances of short-term loans and financing.
Exchange rate as September 30, 2006: USD 2.1742; EUR 2.75754; Yen 0.018408
UPR: Standard Reference Unit - TJLP : Long Term Interest Rate
CURRENCY BASKET VARIATION:: Value referring to the BID and BIRD account - EUR: Euro
CDI: Interbanking Deposit Certificate - IGP-M: General Market Prices Index
(ii) Settlement schedule of loans and financing
Total debt to be paid until the end of 2006 is R$ 206,109, being the amount denominated in United States dollars and in Euro of R$ 58,712, and the amount of R$ 147,397 refers to interest and principal of loans denominated in Brazilian reais.
INSTITUTION | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 Onward |
TOTAL |
Local currency União Federal/Banco do Brasil Caixa Econômica Federal - CEF Debentures FIDC SABESP I BNDES Others Accrued interest and financial charges |
|
214,717 49,003 277,152 55,556 31,451 3,471 35,942 |
233,705 53,330 - 55,556 31,451 5,645 4,447 |
254,373 56,620 750,004 55,556 31,451 5,525 4,447 |
276,868 60,800 293,903 55,555 31,451 5,361 4,447 |
301,353 65,854 354,357 13,888 31,451 4,916 1,111 |
779,095 224,397 - - 27,926 - - |
2,111,007 521,284 1,700,414 250,000 193,044 25,541 88,242 |
Total Domestic | 147,397 | 667,292 | 384,134 | 1,157,976 | 728,385 | 772,930 | 1,031,418 | 4,889,532 |
Foreign currency BIRD Société Génerale BID Eurobonds JBIC Accrued interest and financial charges |
4,778 1,444 26,274 - - 26,216 |
4,777 - 97,634 - - 3,843 |
- - 69,452 489,195 - - |
- - 69,452 - - - |
- - 69,452 - - - |
- - 69,452 - 524 - |
- - 545,916 - 9,433 - |
9,555 1,444 947,632 489,195 9,957 30,059 |
Total Foreign | 58,712 | 106,254 | 558,647 | 69,452 | 69,452 | 69,976 | 555,349 | 1,487,842 |
Grand Total | 206,109 | 773,546 | 942,781 | 1,227,428 | 797,837 | 842,906 | 1,586,767 | 6,377,374 |
(iii) Short-term debt structure
One of the Companys main goals is to reduce its foreign currency debt exposure, therefore minimizing costs and volatility over income (Note 19).
(iv) Covenants
At September 30, 2006 the Company was in compliance with all financial covenants.
8. TAXES AND CONTRIBUTIONS
Income tax and social contribution are accrued on taxable results at the applicable tax rates, generally 25% for income tax and 9% for social contribution tax (34% composite rate).
(a) Balance sheet accounts
Sept/06 | June/06 | |||
In current assets ((b)(i)) | ||||
Deferred income tax | 16,102 | 16,295 | ||
Deferred social contribution | 5,797 | 5,866 | ||
21,899 | 22,161 | |||
In long-term assets ((b)(ii)) | ||||
Deferred income tax | 236,088 | 227,048 | ||
Deferred social contribution | 87,033 | 83,779 | ||
323,121 | 310,827 | |||
In current liabilities ((b)(iii)) | ||||
Deferred PASEP | 22,466 | 21,886 | ||
Deferred COFINS | 53,473 | 50,462 | ||
75,939 | 72,348 | |||
In long-term liabilities ((b)(iv)) | ||||
Deferred income tax | 64,833 | 62,298 | ||
Deferred social contribution | 18,830 | 17,917 | ||
Deferred PASEP | 16,510 | 16,019 | ||
Deferred COFINS | 45,482 | 43,220 | ||
145,655 | 139,454 | |||
3 rd Qtr/06 | Jan to Sept/06 | 3 rd Qtr/05 | Jan to Sept/05 | |||||
In income | ||||||||
Income tax | (89,857) | (268,723) | (60,315) | (246,100) | ||||
Deferred income tax | 2,985 | 13,365 | 10,050 | 34,925 | ||||
(86,872) | (255,358) | (50,265) | (211,175) | |||||
In income | ||||||||
Social contribution | (32,958) | (85,055) | (15,809) | (63,757) | ||||
Deferred social contribution | 1,075 | (7,895) | (3,157) | (16,260) | ||||
(31,883) | (92,950) | (18,966) | (80,017) | |||||
(b) Deferred taxes and social contributions
(i) In Current Assets
Mainly calculated on temporary differences in the amount of R$ 64,408 (June/2006 R$ 65,180).
(ii) In Long-Term Assets
Mainly calculated on temporary differences in the amount of R$ 944,352 (June/2006 - R$ 908,193) related to income tax and R$ 967,034 (June/2006 - R$ 930,874) related to social contribution.
(iii) In current liabilities
Substantially calculated on amounts invoiced to government agencies, being the accrual for the liability made when services are rendered and the payment made when bills are collected.
(iv) In long-term liabilities
- Income tax and social contribution
Substantially calculated based on temporary differences in the amount of R$ 259,332 (June/2006 - R$ 249,189) relating to income tax and R$ 209,225 (June/2006 - R$ 199,083) relating to social contribution.
- PASEP and COFINS
Substantially calculated on amounts invoiced to government agencies, being the accrual for the liability made when services are rendered, and the payment made when bills are collected.
(c) Reconciliation of the effective tax rate
The amount recorded as income tax and social contribution expenses in the quarterly information is reconciled from the nominal rates provided by law, as shown below:
3rd Qtr/06 | Jan to | 3rd Qtr/06 | Jan to | |||||
Sept/06 | Sept/06 | |||||||
Income before taxes on income | 322,989 | 1,073,585 | 269,160 | 995,793 | ||||
Statutory rate | 34% | 34% | 34% | 34% | ||||
Tax expense at statutory rate | (109,816) | (365,019) | (91,514) | (338,570) | ||||
Permanent differences | ||||||||
Realization of revaluation reserve | (8,114) | (23,824) | (7,618) | (22,790) | ||||
Interest on shareholders equity | - | 44,058 | 28,952 | 64,652 | ||||
Other differences | (825) | (3,523) | 949 | 5,516 | ||||
Income and social contribution taxes | (118,755) | (348,308) | (69,231) | (291,192) | ||||
Current income tax and social contribution | (122,815) | (353,778) | (76,124) | (309,857) | ||||
Deferred income tax and social contribution | 4,060 | 5,470 | 6,893 | 18,665 | ||||
Effective rate | 38% | 33% | 28% | 31% |
9. PAES Program Special Tax Debt Refinancing Program
The Company applied for enrollment in the Special Tax Debt Refinancing Program PAES, on July 15, 2003, in accordance with Law No. 10,684, of May 30, 2003, including certain tax liabilities related to COFINS and PASEP subject of a legal action challenging the application of Law No. 9,718/98, and consolidated the previously outstanding balance of the Tax Recovery Program REFIS, in the amount of R$ 316,953. The debt is being paid in 120 months, added by interests at the TJLP rate, the amount thereof being subject to homologation by the Federal Revenue Service.
The amount paid in the 3rd quarter of 2006 was R$ 10,290 (R$ 10,136 in the 2nd quarter of 2006), and R$ 4,111 was accrued in the 3rd quarter of 2006 (R$ 6,116 in the 3nd quarter 2005) relating to financial charges.
Assets pledged as guarantee under the REFIS program, in the amount of R$ 249,034, continue to secure amounts under the PAES program.
10. PROVISIONS FOR CONTINGENCIES
June/06 | Additions | Exclusions | Financial | Sept/06 | ||||||
Expenses | ||||||||||
Customer claims (i) | 283,216 | 658 | (5,472) | (5,674) | 272,728 | |||||
Contractor claims (ii) | 198,078 | 383 | - | 1,391 | 199,852 | |||||
Civil and tax claims (iii) | 93,624 | 18,544 | (18,787) | 2,336 | 95,717 | |||||
Labor claims (iv) | 30,170 | 1,941 | (276) | 606 | 32,441 | |||||
Environmental claims (v) | 23,257 | 21,847 | (536) | 490 | 45,058 | |||||
Total | 628,345 | 43,373 | (25,071) | (851) | 645,796 | |||||
Escrow Deposits | (14,460) | (1,803) | 863 | - | (15,400) | |||||
Total | 613,885 | 41,570 | (24,208) | (851) | 630,396 | |||||
The Company has recorded in current liabilities, under the caption Provisions, amounts related to judicial lawsuits in process, in phase of sentence. The presented balance of R$ 10,990 (June/2006 - R$ 10,921) is net of escrow deposits totaling R$ 12,586 (June/2006 R$ 13,428).
The Company, based on a joint analysis together with its legal counselors, recorded provisions in an amount considered sufficient to cover probable losses arising from judicial lawsuits, recorded in long term liabilities, under the caption Provisions, in the amount of R$ 619,406 (June /2006 R$ 602,964), presented net of escrow deposits totaling R$ 2,814 (June /2006 R$ 1,032).
(i) Customer claims approximately 970 claims from customers have been filed by commercial customers claiming that their tariffs should be equal to those of other categories of consumers and, consequently, claim the refund of amounts imposed and charged by the Company. The Company has obtained final decisions, both favorable and adverse, in several different court levels, and has recorded provisions for cases whose risk of loss has been assessed as probable.
(ii) Contractor claims Filed by certain construction service contractors alleging underpayment of monetary adjustments, withholding of amounts relating to the effects of the Real Plan and monetary losses from economic-financial unbalance in the applicable contract. These lawsuits are in progress in several different court levels, and provisions are recorded for cases with probable chance of loss.
(iii) Civil and tax claims Refer to claims for indemnifications for material damages, pain and suffering and loss of profits caused to third parties, in several different court levels, provisioned when classified as of probable loss.
(iv) Labor claims the Company is party to several labor claims, related to overtime pay, health hazard and risk, prior notice period, job deviation, salary parity and others, most of the amounts involved being under provisional or definite execution, in several court levels, thus being classified as of probable loss and, consequently, duly provisioned.
(v) Environmental claims refer to several administrative proceedings brought by public agencies, including Companhia de Tecnologia de Saneamento Ambiental CETESB (Environment Sanitation Technology Company), seeking to impose fine for environmental damages allegedly caused by the Company.
The Public Prosecution Office of the State of São Paulo brought a civil public action before the Paraguaçu Paulista Courts of Law (1a. Vara de Paraguaçu Paulista), which seeks reparation for and cessacion of environmental damage allegedley caused by the release by the Company of raw sewage in the Alegre River, situated in the Municipality of Paraguaçu Paulista. The court ruled against the Company in the first instance, requiring that it: (a) ceases the release of raw sewage into the Alegre River; (b) invests in a water and sewage treatment facility in the Municipality of Paraguaçu Paulista; and (c) pays an administrative penalty in the amount of R$ 116,9 million for environmental damage. The decision imposes an additional daily penalty on the Company if it fails to comply with (a) and (b) above. The Company has appealed the decision; however, the projects necessary to meet (a) and (b) above are expected to be concluded by October 2007.
On September 21, 2006, the Court of Justice of the State of São Paulo ruled against the Companys appeal. Despite the legal resources the Company shall be able to use to appeal against the decision issued by the Court of Justice of the State of São Paulo, the Company is negotiating with the Public Prosecution Office of the State of São Paulo to define the terms and conditions of an agreement that shall result in the extinction of the legal suit.
As a result of the latest events, Management has accrued the amount of R$ 20,677 thousand in the financial statements as of September 30, 2006 referring to the future disbursements associated to this law suit, in view of the costs involved in the agreement that is in course.
Lawsuits with possible risk of loss
The Company is a party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor matters, which are assessed by its legal advisors to be of possible likelihood of loss and which are not provisioned. The aggregate amount referring to such proceedings is approximately R$ 1,874,000 as of September 30, 2006 (June/06 R$ 1,876,000).
11. PENSION AND HEALTH BENEFIT PLANS
The Company sponsors the Fundação SABESP de Seguridade Social - SABESPREV, an entity organized in August 1990 with the main purpose of managing SABESPs complementary pension and health benefit plans.
The monthly contribution to the retirement plan defined benefit corresponds to 2.10% from the Company and 2.3% from the participating employees.
The contributions made by participating employees presented above is an average, as discount amount depends on salary level, between 1% and 8.5% .
The health benefit program, which is comprised of optional health benefit plans, free-election, is also funded by contributions from the sponsor and the participating employers, which were the following in the period:
Company: average of 7.5% on the payroll;
Participating employees: 3.21% of base salary and bonus, corresponding to 2.4% of the gross payroll, on average.
12. BENEFITS TO EMPLOYEES
In order to meet the provisions of CVM Resolution No. 371, of December 13, 2000, below is a description of the amounts of pension and retirement benefits granted and payable to which the employees will be entitled after service time.
At December 31, 2005, based on independent actuarial reports, SABESP had a net actuarial liability of R$ 329,772, representing the difference between the present value of the Companys benefit obligations to the participating employees, retired employees and pensioners, and the assets in guarantee.
The Company has elected to recognize the liability over five years beginning in 2002. The actuarial liability as of September 30, 2006, in the amount of R$ 310,387 (June/2006 R$ 299,118), has been recorded in long-term liabilities.
For the fiscal year 2006 the expense estimate is R$ 56,045, and it has been charged to income in the period from January to September, 2006, as follows:
3rd Qtr/06 | Jan to Sept/06 | 3rd Qtr/05 | Jan to Sept/05 | |||||
Transfer to Sabesprev | 3,712 | 11,128 | 3,491 | 10,186 | ||||
Actuarial liability recorded | 11,269 | 33,830 | 13,569 | 41,129 | ||||
Total recorded | 14,981 | 44,958 | 17,060 | 51,315 |
The amount related to past service cost is recorded as an extraordinary item, net of tax effects, in the statement of income.
13. PROFIT SHARING PROGRAM
Based on the 2006/2007 negotiations held in May, 2006 between the Company and the entities representing the employees, the Profit Sharing Program was implemented, considering the period of goals evaluation from January to December, 2006.
In the quarter ended September 30, 2006, it has been accrued R$ 12,946 referring to the period from January to December, 2006. The payment is estimated to occur in 2007.
14. FINANCIAL INSTRUMENTS
(a) Market value of financial instruments
The determination of the market value of financial instruments is performed on an annual by basis Company Management.
(b) Credit risk concentration
A significant portion of sales is made to a geographically dispersed customer base. In relation to those clients, credit risk is mitigated due to the large portfolio and to the control procedures which monitor this risk.
The allowance for doubtful accounts is sufficient to cover eventual losses.
(c) Foreign Currency
Transactions in foreign currency consist of borrowings to specific improvement works and expansion of the Companys water supply and sewage collection and treatment services.
15. OPERATING COSTS AND EXPENSES
3rd Qtr/06 | Jan to | 3rd Qtr/05 | Jan to | |||||
Sept/06 | Sept/05 | |||||||
1. Cost of Goods and Services Sold | ||||||||
Payroll and related charges | 231,919 | 710,262 | 220,296 | 630,024 | ||||
General supplies | 27,533 | 81,239 | 26,996 | 74,300 | ||||
Treatment supplies | 24,496 | 83,726 | 21,451 | 78,562 | ||||
Services | 80,183 | 219,464 | 73,041 | 203,587 | ||||
Electric power | 114,969 | 328,899 | 107,998 | 313,948 | ||||
General Expenses | 18,230 | 51,486 | 9,062 | 25,273 | ||||
Depreciation and Amortization | 147,075 | 435,479 | 142,090 | 427,338 | ||||
644,405 | 1,910,555 | 600,934 | 1,753,032 | |||||
2. Selling Expenses | ||||||||
Payroll and related charges | 38,018 | 117,006 | 37,185 | 106,109 | ||||
Supplies | 1,662 | 4,347 | 1,750 | 4,938 | ||||
Services | 21,104 | 58,168 | 20,693 | 61,272 | ||||
Electric power | 180 | 581 | 239 | 713 | ||||
General Expenses | 12,002 | 35,272 | 11,617 | 35,043 | ||||
Depreciation and Amortization | 667 | 2,061 | 861 | 2,574 | ||||
Bad debt expenses | 114,169 | 238,287 | 64,541 | 170,798 | ||||
187,802 | 455,722 | 136,886 | 381,447 | |||||
3. General and Administrative Expenses | ||||||||
Payroll and related charges | 31,810 | 95,616 | 29,492 | 82,867 | ||||
Supplies | 1,077 | 3,176 | 898 | 2,862 | ||||
Services | 18,262 | 55,162 | 18,189 | 65,637 | ||||
Electric power | 323 | 875 | 310 | 995 | ||||
General Expenses | 21,247 | 28,105 | 22,068 | 66,007 | ||||
Depreciation and Amortization | 3,751 | 11,799 | 4,338 | 12,376 | ||||
Tax Expenses | 7,264 | 24,201 | 8,811 | 22,278 | ||||
83,734 | 218,934 | 84,106 | 253,022 | |||||
4. Costs, Selling Expenses, G & A Expenses (1+2+3) | ||||||||
Payroll and related charges | 301,747 | 922,884 | 286,973 | 819,000 | ||||
Supplies | 30,272 | 88,762 | 29,644 | 82,100 | ||||
Treatment supplies | 24,496 | 83,726 | 21,451 | 78,562 | ||||
Services | 119,549 | 332,794 | 111,923 | 330,496 | ||||
Electric power | 115,472 | 330,355 | 108,547 | 315,656 | ||||
General Expenses | 51,479 | 114,863 | 42,747 | 126,323 | ||||
Depreciation and Amortization | 151,493 | 449,339 | 147,289 | 442,288 | ||||
Tax Expenses | 7,264 | 24,201 | 8,811 | 22,278 | ||||
Bad debt expenses | 114,169 | 238,287 | 64,541 | 170,798 | ||||
915,941 | 2,585,211 | 821,926 | 2,387,501 | |||||
5. Financial (Income) Expenses | ||||||||
Interests and Charges on local currency Loans and Financing | 127,588 | 397,073 | 145,635 | 388,426 | ||||
Interests and Charges on foreign currency Loans and Financing | 22,180 | 69,612 | 30,242 | 117,236 | ||||
Interests on shareholders equity | - | 129,582 | 85,154 | 190,154 |
3rd Qtr/06 | Jan to | 3rd Qtr/05 | Jan to | |||||
Sept/06 | Sept/05 | |||||||
Interests on shareholders equity (reversal) | - | (129,582) | (85,154) | (190,154) | ||||
Other Expenses on Loans and Financing | 1 | 6 | 4 | 1,821 | ||||
Income Tax on Remittances Abroad | 2,144 | 6,596 | 2,263 | 7,215 | ||||
Other Financial Expenses | 8,143 | 26,595 | 7,713 | 25,504 | ||||
Monetary Variations on Loans and Financing | 22,316 | 60,547 | 9,720 | 54,515 | ||||
Exchange Variations on Loans and Financing | (2,629) | (80,649) | (80,912) | (370,252) | ||||
Other Exchange/Monetary Variations | 126 | 671 | 918 | 1,525 | ||||
Provisions | (851) | 7,093 | 25,839 | 63,663 | ||||
179,018 | 487,544 | 141,422 | 289,653 | |||||
6. Financial Income | ||||||||
Monetary Variations | 4,509 | 21,625 | 6,204 | 22,115 | ||||
Income from Financial Investments | 11,983 | 39,628 | 9,115 | 24,582 | ||||
Interest | 9,212 | 34,789 | 5,349 | 23,486 | ||||
Others | 192 | 198 | - | - | ||||
Total Financial Income | 25,896 | 96,240 | 20,668 | 70,183 | ||||
Financial Expenses, net | 153,122 | 391,304 | 120,754 | 219,470 | ||||
16. INDEMNITIES RECEIVABLE
Indemnifications receivable is a long term asset representing amounts receivable from the municipalities of Diadema and Mauá as indemnification for the unilateral withdraw of the Companys water and sewage services concessions in 1995. At September 30, 2006 this asset amounted to R$ 148,794.
Under these concession agreements, the Company invested in the construction of water and sewage systems in these municipalities to meet its concession service commitments. Upon the unilateral termination of the Diadema and Mauá concessions, the municipalities took on the responsibility of providing water and sewage services in these areas. At that time, the Company reclassified from property, plant and equipment balances relating to the impounded assets to long-term assets (indemnities receivable) and recorded impairment charges to reduce the carrying value of the assets to the estimated recoverable amounts for which the Company had contractually agreed as fair compensation with the relevant authorities. The net book value of property, plant and equipment items relating to the municipality of Diadema, written-off in December 1996, was R$ 75,231, and the balance of indemnity and other receivables from this municipality was R$ 62,876 at September 30, 2006. The net book value of the property, plant and equipment items relating to the municipality of Mauá, written-off in fiscal year 1999, was R$ 103,763, and the balance of indemnity receivable from the municipality was R$ 85,918 at September 30, 2006
The Companys rights to the recovery of these amounts are being disputed by the municipalities and no amount has been received to date.
In December 1996, SABESP filed a claim seeking compensation for the amounts due by the municipality of Diadema.
With respect to Mauá, a decision has been issued by the lower court requiring Mauá to pay an amount of R$ 153,2 million as compensation for the loss of profits. This decision was appealed by Mauá and is pending appeal court decision.
Based on the advice of legal counsel, management continues to affirm that the Company has the legal right to receive such amounts and it continues to monitor the status of the legal proceedings. However, the ultimate amounts to be received, if any, will most likely be subject to a final court decision. As such, actual amounts received could differ from those recorded.
17. SHAREHOLDERS EQUITY
(a) Authorized Capital
The Company is authorized to increase its capital stock up to a maximum of R$ 4,100,000, corresponding to 40,000,000,000 book-entry common shares without par value.
(b) Subscribed and paid-up capital
Subscribed and paid-up capital is represented by 28,479,577,827 registered common shares, without par value, as follows:
September/06 | June/06 | |||||||
Shareholders | Number of shares | % | Number of shares | % | ||||
State of São Paulo Department of Finance | 14,313,511,867 | 50,26 | 14,313,511,867 | 50,26 | ||||
Companhia Brasileira de Liquidação e Custódia | 7,569,538,597 | 26,58 | 7,376,565,344 | 25,90 | ||||
The Bank Of New York ADR | ||||||||
Department (Equivalent to stock) (*) | 6,568,602,000 | 23,06 | 6,761,267,000 | 23,74 | ||||
Other | 27,925,363 | 0,10 | 28,233,616 | 0,10 | ||||
28,479,577,827 | 100 | 28,479,577,827 | 100 | |||||
(*) Each ADR equals 250 shares
(c) Distribution of earnings
Shareholders are entitled to a mandatory minimum dividend distribution of 25% of adjusted net income, calculated in conformity with Brazilian Corporate Law.
Interests on shareholders equity declared in 2005, in the amount of R$ 348,216 have been partially paid (R$ 148,769) in June 26, 2006. And those declared in April 20, 2006, in the amount of R$ 129,582 will be paid up to 60 days after 2007 Shareholders Meeting, net of withholding tax.
(d) Capital reserve
Capital reserve comprises fiscal incentives and donations from governmental entities and private entities.
(e) Revaluation reserve
As provided by CVM Instruction No. 197/93, the Company elected not to recognize income tax and social contribution on the revaluation reserve of property, plant and equipment carried out until 1991.
The reserve has been realized with a corresponding entry to retained earnings, to the same proportion of the depreciation and write-off of the assets to which it is related.
(f) Changes in Retained Earnings Account
Sept/06 | June/06 | |||
Balance at beginning of period | 420,105 | 222,081 | ||
Realization of revaluation reserve | 23,865 | 22,458 | ||
Current years earnings | 195,454 | 175,566 | ||
Balance at end of period | 639,424 | 420,105 | ||
18. CASH FLOW
In order to improved information to the market and in conformity with the New Market regulation, the Company is presenting statements of cash flow prepared in accordance with the NPC-20 of the IBRACON.
Description | 3rd Qtr/06 | Jan to | 3rd Qtr/05 | Jan to | ||||
Sept/06 | Sept/05 | |||||||
Cash flow from operating activities | ||||||||
Net income for the period | 195,454 | 698,936 | 191,149 | 678,260 | ||||
Adjustments to reconcile net income: | ||||||||
Deferred taxes and contributions | (2,240) | (5,427) | (6,711) | (22,301) | ||||
Provisions for contingencies | 26,191 | 51,747 | 43,194 | 111,209 | ||||
Reversal of Provision for Losses | (6,595) | (6,595) | - | - | ||||
Pension Obligation | 14,981 | 44,958 | 17,060 | 51,315 | ||||
Residual cost of property, plant and equipment written-off | 3,192 | 5,513 | 10,337 | 12,669 | ||||
Deferred asset write-off | 2,637 | 3,500 | 1,089 | 1,089 | ||||
Investments write-off | 21 | 21 | - | - | ||||
Gain on sale of property, plant and equipment | (4,371) | (5,378) | - | - | ||||
Depreciation and amortization | 151,493 | 449,339 | 147,289 | 442,288 | ||||
Interests calculated on loans and financing payable | 151,913 | 473,282 | 178,156 | 512,919 | ||||
Monetary and exchange variation on loans and financing | 19,687 | (20,102) | (50,776) | (314,828) | ||||
Monetary variation on interest on shareholders equity | - | - | - | 715 | ||||
Interests and monetary variation expense | 4,111 | 14,028 | 6,116 | 18,928 | ||||
Income from interests and monetary variation | (2,788) | (9,699) | 1,411 | (1,068) | ||||
Allowance for doubtful accounts | 114,169 | 238,287 | 64,541 | 170,798 | ||||
Variation in current assets: | ||||||||
Accounts receivable | (127,150) | (118,728) | (59,240) | (271,537) | ||||
Accounts receivable from shareholder | (29,222) | (157,939) | (16,206) | (111,361) | ||||
Inventories | (970) | 3,065 | (991) | 3,573 | ||||
Other accounts receivable | (6,515) | (26,390) | (6,851) | (21,393) | ||||
Variation in long-term assets | ||||||||
Accounts receivable | (21,060) | (107,242) | (28,842) | (89,075) | ||||
Accounts receivable from shareholder | (23,919) | (70,162) | (32,435) | (46,043) | ||||
Escrow deposits | 5,989 | (877) | (4,476) | (3,682) | ||||
Other accounts receivable | (1,769) | (17,728) | (1,368) | (4,456) | ||||
Total Variation in current assets | (204,616) | (496,001) | (150,409) | (543,974) | ||||
Variation in current liabilities | ||||||||
Suppliers and contractors | 15,813 | 26,064 | 11,792 | 6,767 | ||||
Payroll and related charges | 12,514 | 119,433 | 11,639 | 73,990 | ||||
Taxes and contributions payable | (17,755) | (200) | (1,125) | (7,282) | ||||
Other accounts payable | 32,297 | 11,332 | 8,013 | 10,321 | ||||
Contingencies | (9,680) | (29,680) | (444) | - |
Description | 3rd Qtr/06 | Jan to | 3rd Qtr/05 | Jan to | ||||
Sept/06 | Sept/05 | |||||||
Variation in long-term liabilities | ||||||||
Pension plan | (3,712) | (11,128) | (3,491) | (10,186) | ||||
Other accounts payable | 1,110 | 3,398 | 1,366 | 12,040 | ||||
Total Variation in current liabilities | 30,587 | 119,219 | 27,750 | 85,650 | ||||
Net cash provided by the operating activities | 493,826 | 1,555,628 | 480,196 | 1,203,669 | ||||
Cash flow from investing activities: | ||||||||
Purchase of property, plant and equipment | (208,799) | (540,305) | (171,988) | (412,651) | ||||
Sale of property, plant and equipment | 5,649 | 7,837 | - | - | ||||
Increase in deferred assets | (2,665) | (2,720) | (26) | (79) | ||||
Net cash used in investing activities | (205,815) | (535,188) | (172,014) | (412,730) | ||||
Cash flow from financing activities: | ||||||||
Loans and financing long term: | ||||||||
Funds raised | 46,791 | 367,319 | 23,462 | 1,084,876 | ||||
Repayments | (270,765) | (1,109,728) | (975,123) | (1,681,350) | ||||
Payment of interest on shareholders equity | (615) | (158,770) | (5,829) | (71,381) | ||||
Net cash financing activities | (224,589) | (901,179) | (957,490) | (667,855) | ||||
Increase (decrease) in cash/cash equivalents | 63,422 | 119,261 | (649,308) | 123,084 | ||||
Cash/cash equivalents at the beginning of the period | 336,012 | 280,173 | 877,949 | 105,557 | ||||
Cash/cash equivalents at the end of the period | 399,434 | 399,434 | 228,641 | 228,641 | ||||
Change in cash/cash equivalents | 63,422 | 119,261 | (649,308) | 123,084 | ||||
Supplementary cash flow information: | ||||||||
Interests and fees paid on loans and financing | 154,380 | 500,625 | 213,067 | 533,489 | ||||
Capitalized interests and financial charges | 9,211 | 2,382 | (4,837) | (19,248) | ||||
Income tax and social contribution paid | 131,262 | 314,455 | 73,818 | 257,223 | ||||
Property, plant and equipment received as donations | 3,864 | 25,804 | 3,483 | 11,016 | ||||
COFINS and PASEP paid | 106,833 | 326,262 | 92,531 | 276,661 | ||||
Structuring of accounts | - | - | - | (715) |
19. SUBSEQUENT EVENT
On November 3, 2006 the Company issued debt bonds in the international market, in the amount of US$ 140,000 thousand (Eurobonds 2016) with sole maturity forecasted to November 2016, and interests paid semi-annually, at the rate of 7.5% per year, beginning on May 2007. The Eurobonds 2016 will be listed in the Luxembourg Stock Exchange and their negotiations will be made in the alternative listing (EURO MTF Market) of the Luxemburg Stock Exchange.
The funds obtained from this operation were used for the anticipated re-purchase of part of the notes issued by the Company in 2003 (Eurobonds 2008), which original maturity would be in June 2008. In this operation, occured in November 6, 2006, 56.42% of the notes related to the Eurobonds 2008, in the amount of US$ 126,948 thousand, were re-purchased. The remainder of the amount was used for payment of the difference between the market and issuance amounts of the Eurobonds 2008, in addition to premium.
05.01 COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER |
In the first nine months of 2006, Sabesp achieved gross operating revenue of R$ 4,384.6 million, a 12.3% growth in relation to the same period of the prior year. Costs and expenses, in the amount of R$ 2,585.2 million, were R$ 197.7 million higher than those of the same period of the prior year; however, as compared to net revenue, they reached 63.9% in the first nine months of 2006, against 66.1% in the same period of the prior year. The result before financial expenses presented an increase of 19.5%, from R$ 1,225.1 million to R$ 1,463.6 million. EBITDA reached R$ 1,912.9 million, 14.7% higher than the one recorded in the same period of the prior year.
in millions of R$ | ||||||||
Variation | ||||||||
3rd Qtr/05 | 3rd Qtr/06 | R$ | % | |||||
(+) Gross operating revenues | 1,323.0 | 1,505.9 | 182.9 | 13.8 | ||||
(-) COFINS e PASEP | 100.4 | 115.0 | 14.6 | 14.5 | ||||
(=) Net operating revenues | 1,222.6 | 1,390.9 | 168.3 | 13.8 | ||||
(-) Costs and expenses | 821.9 | 916.0 | 94.1 | 11.4 | ||||
(=) Income before financial expenses (EBIT*) | 400.7 | 474.9 | 74.2 | 18.5 | ||||
(+) Depreciation and amortization | 147.3 | 151.5 | 4.2 | 2.9 | ||||
(=) EBITDA** | 548.0 | 626.4 | 78.4 | 14.3 | ||||
EBITDA Margin % | 44.8 | 45.0 | ||||||
Net income | 191.2 | 195.5 | 4.3 | 2.2 | ||||
Net income per one thousand shares in R$ | 6.71 | 6.86 | ||||||
in millions of R$ | ||||||||
Variation | ||||||||
Jan to Sept/05 | Jan to Sept/06 | R$ | % | |||||
(+) Gross operating revenues | 3,905.3 | 4,384.6 | 479.3 | 12.3 | ||||
(-) COFINS e PASEP | 292.7 | 335.8 | 43.1 | 14.7 | ||||
(=) Net operating revenues | 3,612.6 | 4,048.8 | 436.2 | 12.1 | ||||
(-) Costs and expenses | 2,387.5 | 2,585.2 | 197.7 | 8.3 | ||||
(=) Income before financial expenses (EBIT*) | 1,225.1 | 1,463.6 | 238.5 | 19.5 | ||||
(+) Depreciation and amortization | 442.3 | 449.3 | 7.0 | 1.6 | ||||
(=) EBITDA** | 1,667.4 | 1,912.9 | 245.5 | 14.7 | ||||
EBITDA Margin % | 46.2 | 47.2 | ||||||
Net income | 678.3 | 699.0 | 20.7 | 3.1 | ||||
Net income per one thousand shares in R$ | 23.82 | 24.54 | ||||||
(*) Income before interests and taxes
(**) Income before interests, taxes, depreciation and amortization.
1. Operating Revenue
In the 3Q06 gross operating revenue reached R$ 1,505.9 million, and the EBITDA, R$ 626.4 million. The 13,8% growth in gross operating revenue results mainly from:
2. Invoiced Volume
In the following tables, the water and sewage invoiced volumes are demonstrated according to the category of use and region in the 3Q05 and 3Q06 and periods from January to September of 2005 and 2006.
INVOICED VOLUME ** OF WATER AND SEWAGE IN RETAIL AND WHOLESALE in millions of cubic meters | |||||||||
By Category | Water | Var. % | Sewage | Var. % | Water + Sewage | Var. % | |||
3rd Qtr/05 |
3rd Qtr/06 |
3rd Qtr/05 |
3rd Qtr/06 |
3rd Qtr/05 |
3rd Qtr/06 |
||||
Residential | 315.1 | 326.5 | 3.6 | 247.0 | 258.2 | 4.5 | 562.1 | 584.7 | 4.0 |
Commercial | 36.2 | 37.0 | 2.2 | 33.1 | 34.0 | 2.7 | 69.3 | 71.0 | 2.5 |
Industrial | 8.3 | 8.6 | 3.6 | 8.0 | 8.0 | - | 16.3 | 16.6 | 1.8 |
Public | 11.6 | 12.0 | 3.4 | 9.3 | 9.6 | 3.2 | 20.9 | 21.6 | 3.3 |
Total retail | 371.2 | 384.1 | 3.5 | 297.4 | 309.8 | 4.2 | 668.6 | 693.9 | 3.8 |
Wholesale | 64.9 | 66.0 | 1.7 | 64.9 | 66.0 | 1.7 | |||
Grand Total | 436.1 | 450.1 | 3.2 | 297.4 | 309.8 | 4.2 | 733.5 | 759.9 | 3.6 |
INVOICED VOLUME ** OF WATER AND SEWAGE IN RETAIL AND WHOLESALE in millions of cubic meters | |||||||||
By Region | Water | Var. % | Sewage | Var. % | Water + Sewage | Var. % | |||
3rd Qtr/05 |
3rd Qtr/06 |
3rd Qtr/05 |
3rd Qtr/06 |
3rd Qtr/05 |
3rd Qtr/06 |
||||
Metropolitan | 249.0 | 257.6 | 3.5 | 203.0 | 211.4 | 4.1 | 452.0 | 469.0 | 3.8 |
Regional (*) | 122.2 | 126.5 | 3.5 | 94.4 | 98.4 | 4.2 | 216.6 | 224.9 | 3.8 |
Total retail | 371.2 | 384.1 | 3.5 | 297.4 | 309.8 | 4.2 | 668.6 | 693.9 | 3.8 |
Wholesale | 64.9 | 66.0 | 1.7 | 64.9 | 66.0 | 1.7 | |||
Grand Total | 436.1 | 450.1 | 3.2 | 297.4 | 309.8 | 4.2 | 733.5 | 759.9 | 3.6 |
INVOICED VOLUME ** OF WATER AND SEWAGE IN RETAIL AND WHOLESALE in millions of cubic meters | |||||||||
By Category | Water | Var. % | Sewage | Var. % | Water + Sewage | Var. % | |||
Jan to Sept/05 |
Jan to Sept/06 |
Jan to Sept/05 |
Jan to Sept/06 |
Jan to Sept/05 |
Jan to Sept/06 |
||||
Residential | 948.9 | 983.2 | 3.6 | 741.6 | 773.0 | 4.2 | 1,690.5 | 1,756.2 | 3.9 |
Commercial | 108.2 | 110.7 | 2.3 | 98.3 | 101.2 | 3.0 | 206.5 | 211.9 | 2.6 |
Industrial | 24.5 | 25.8 | 5.3 | 23.7 | 24.3 | 2.5 | 48.2 | 50.1 | 3.9 |
Public | 34.2 | 35.1 | 2.6 | 27.2 | 28.0 | 2.9 | 61.4 | 63.1 | 2.8 |
Total retail | 1,115.8 | 1,154.8 | 3.5 | 890.8 | 926.5 | 4.0 | 2,006.6 | 2,081.3 | 3.7 |
Wholesale | 193.1 | 196.3 | 1.7 | 193.1 | 196.3 | 1.7 | |||
Grand Total | 1,308.9 | 1,351.1 | 3.2 | 890.8 | 926.5 | 4.0 | 2,199.7 | 2,277.6 | 3.5 |
INVOICED VOLUME ** OF WATER AND SEWAGE IN RETAIL AND WHOLESALE in millions of cubic meters | |||||||||
By Region | Water | Var. % | Sewage | Var. % | Water + Sewage | Var. % | |||
Jan to Sept/05 |
Jan to Sept/06 |
Jan to Sept/05 |
Jan to Sept/06 |
Jan to Sept/05 |
Jan to Sept/06 |
||||
Metropolitan | 740.5 | 770.3 | 4.0 | 602.6 | 629.2 | 4.4 | 1,343.1 | 1,399.5 | 4.2 |
Regional (*) | 375.3 | 384.5 | 2.5 | 288.2 | 297.3 | 3.2 | 663.5 | 681.8 | 2.8 |
Total retail | 1,115.8 | 1,154.8 | 3.5 | 890.8 | 926.5 | 4.0 | 2,006.6 | 2,081.3 | 3.7 |
Wholesale | 193.1 | 196.3 | 1.7 | 193.1 | 196.3 | 1.7 | |||
Grand Total | 1,308.9 | 1,351.1 | 3.2 | 890.8 | 926.5 | 4.0 | 2,199.7 | 2,277.6 | 3.5 |
(*)Comprised by coastal and interior regions
(**) Unaudited.
3. Costs, selling and administrative expenses
For the period from January to September, 2006 presented an increase of R$ 197.7 million, or 8,3%, when compared to the same period of 2005.
In the 3Q06, the costs of products and services provided, selling and administrative expenses presented an increase of R$ 94.1 million, or 11.4% .
in millions of R$ | ||||||||
Variation | ||||||||
3rd Qtr/05 | 3rd Qtr/06 | R$ | % | |||||
Payroll and related charges | 287.0 | 301.7 | 14.7 | 5.1 | ||||
Supplies | 29.6 | 30.3 | 0.7 | 2.4 | ||||
Treatment supplies | 21.5 | 24.5 | 3.0 | 14.0 | ||||
Services | 111.9 | 119.5 | 7.6 | 6.8 | ||||
Electric power | 108.6 | 115.5 | 6.9 | 6.4 | ||||
General expenses | 42.7 | 51.5 | 8.8 | 20.6 | ||||
Depreciation and amortization | 147.3 | 151.5 | 4.2 | 2.9 | ||||
Bad debt expenses | 64.5 | 114.2 | 49.7 | 77.1 | ||||
Tax expenses | 8.8 | 7.3 | (1.5) | (17.0) | ||||
Costs, selling and administrative expenses | 821.9 | 916.0 | 94.1 | 11.4 | ||||
in millions of R$ | ||||||||
Variation | ||||||||
Jan to | Jan to | R$ | % | |||||
Sept/05 | Sept/06 | |||||||
Payroll and related charges | 819.0 | 922.9 | 103.9 | 12.7 | ||||
Supplies | 82.1 | 88.8 | 6.7 | 8.2 | ||||
Treatment supplies | 78.6 | 83.7 | 5.1 | 6.5 | ||||
Services | 330.5 | 332.8 | 2.3 | 0.7 | ||||
Electric power | 315.6 | 330.3 | 14.7 | 4.7 | ||||
General expenses | 126.3 | 114.9 | (11.4) | (9.0) | ||||
Depreciation and amortization | 442.3 | 449.3 | 7.0 | 1.6 | ||||
Bad debt expenses | 170.8 | 238.3 | 67.5 | 39.5 | ||||
Tax expenses | 22.3 | 24.2 | 1.9 | 8.5 | ||||
Costs, selling and administrative expenses | 2,387.5 | 2,585.2 | 197.7 | 8.3 | ||||
The main variances identified in the period were:
3.1. Payroll and related charges
The number of connections per employee went from 646 in the 3Q05 to 667 in the 3Q06 (a 3.3% growth) and the number of employees reduced from 17,489 to 17,303, respectively.
The increase of R$ 14.7 million, or 5,1%, is mainly related to the salary adjustment of 4.63% from May 2006 on, and to the increase, non recurring, in labor severances, in the amount of R$ 1,4 million.
3.2. Supplies
In the 3Q06, presented a growth of R$ 0.7 million, or 2.4%, with highlights to the following variations:
These increases were offset by the lower use of materials in the maintenance of systems, with reduction of R$ 1.0 million.
3.3. Treatment Supplies
Presented a R$ 3.0 million increase, or 14.0%, caused by the variation in consumption in function of the higher water produced volume, with an approximately 2.5% increase. Besides the increase in production, the consumption of copper sulfide has grown approximately 45% with the objective to control the reproduction of algae in the reservoirs of Guarapiranga and Jundiaí.
3.4. Services
In the 3Q06, services presented an increase of R$ 7.6 million, or 6.8%, in relation to the 3Q05, from R$ 111.9 million to R$ 119.5 million, due mainly to the increase in expenditures with:
3.5. Electric Power
In the 3Q06, presented a R$ 6.9 million increase, or 6.4%, in relation to the 3Q05, from R$ 108.6 million to R$ 115.5 million, caused by the 2.5% increase in the water produced volume and by the impact of 5.86% of electric power tariff adjustment.
3.6. General Expenses
In the 3Q06, presented an increase of R$ 8.8 million, or 20.6%, in relation to the 3Q05, going from R$ 42.7 million to R$ 51.5 million, due mainly to:
3.7. Credit Write-offs
Presented an increase of R$ 49.7 million, or 77.1%, as a result of:
3.8. Tax expenses
In the 3Q06, tax expenses presented a decrease of R$ 1.5 million, or 17.0%, in relation to the 3Q05, going from R$ 8.8 million to R$ 7.3 million, due mostly to the payment of CPMF in the amount of R$ 2.2 million when US$275 million Eurobonds were settled in July 2005, non recurring.
4. Financial and monetary variation expenses
4.1 Financial expenses
In the 3Q06 presented a decrease of R$ 59.4 million, or 30.1%, arising from:
in millions of R$ | ||||||||
Variation | ||||||||
3rd | 3rd | R$ | % | |||||
Qtr/05 | Qtr/06 | |||||||
Financial expenses | ||||||||
Interests and charges on local currency loans and financing | 145.6 | 127.6 | (18.0) | (12.4) | ||||
Interests and charges on foreign currency loans and financing | 30.3 | 22.2 | (8.1) | (26.7) | ||||
Income tax on remittances abroad | 2.3 | 2.1 | (0.2) | (8.7) | ||||
Other financial expenses | 7.7 | 8.1 | 0.4 | (8.7) | ||||
Provisions | 25.8 | (0.8) | (26.6) | (103.3) | ||||
Total financial expenses | 211.7 | 159.2 | (52.5) | (24.8) | ||||
Financial income | 14.5 | 21.4 | 6.9 | 47.6 | ||||
Financial expenses, net of financial income | 197.2 | 137.8 | (59.4) | (30.1) | ||||
4.2 Monetary variation expenses
Monetary variation expenses presented a R$ 90.1 million increase, arising mostly from the lower appreciation of the real in relation to the US dollar of 0,46% in the 3Q06, as compared to the appreciation occurred in the 3Q05, of 5,45%.
in millions of R$ | ||||||||
Variation | ||||||||
3rd | 3rd | R$ | % | |||||
Qtr/05 | Qtr/06 | |||||||
Monetary variation on loans and financing | 10.6 | 22.4 | 11.8 | 111.3 | ||||
Exchange variation on loans and financing | (80.9) | (2.6) | 78.3 | (96.8) | ||||
Foreign Exchange Expenses | (70.3) | 19.8 | 90.1 | (128.2) | ||||
US$ | June | September | Variation (%) |
2005 | 2,3504 | 2,2222 | (5.45) |
2006 | 2,1643 | 2,1742 | 0.46 |
5. Operating Indicators (*)
As we can observe in the following table, the Company keeps increasing its services:
3rd Qtr/05 | 3rd Qtr/06 | Var. % | ||||
Water connections (1) | 6,454 | 6,575 | 1.9 | |||
Sewage connections (1) | 4,843 | 4,971 | 2.6 | |||
Population directly served with water (2) | 22,509.0 | 22,647.0 | 0.6 | |||
Population served with sewage collection (2) (4) | 18,235.9 | 18,518.1 | 1.5 | |||
Number of employees | 17,489 | 17,303 | (1.1) | |||
Operating productivity (3) | 646 | 667 | 3.3 | |||
(1) In thousands of units at the end of the period.
(2) In millions of inhabitants at the end of the period. It does not include wholesale supply.
(3) Number of water and sewage connections per employee.
(*) Unaudited.
10.01 - CHARACTERISTICS OF THE PUBLIC OR PRIVATE ISSUE OF DEBENTURES
1 - ITEM | 01 |
2 - ORDER NUMBER | 4 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2001-022 |
4 - DATE OF REGISTRATION WITH CVM | 06/04/2001 |
5 - ISSUED SERIES | ONE |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 04/01/2001 |
9 - DUE DATE | 12/15/2006 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | CDI + 1.2% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 838.03 |
14 - AMOUNT ISSUED (Thousand of reais) | 25,140 |
15 - DEBENTURES ISSUED (Units) | 30,000 |
16 - OUTSTANDING SECURITIES (Units) | 30,000 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | |
22 - DATE OF NEXT EVENT | 12/15/2006 |
1 - ITEM | 02 |
2 - ORDER NUMBER | 5 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2002-014 |
4 - DATE OF REGISTRATION WITH CVM | 05/14/2002 |
5 - ISSUED SERIES | 2 |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 04/01/2002 |
9 - DUE DATE | 03/01/2007 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | IGPM + 10.65% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 5,525.40 |
14 - AMOUNT ISSUED (Thousand of reais) | 47,673 |
15 - DEBENTURES ISSUED (Units) | 8,628 |
16 - OUTSTANDING SECURITIES (Units) | 8,628 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | 04/01/2005 |
22 - DATE OF NEXT EVENT | 03/01/2007 |
1 - ITEM | 03 |
2 - ORDER NUMBER | 6 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2004/031 |
4 - DATE OF REGISTRATION WITH CVM | 09/17/2004 |
5 - ISSUED SERIES | 1 |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 09/01/2004 |
9 - DUE DATE | 09/01/2007 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | DI + 1.75% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 1,011.32 |
14 - AMOUNT ISSUED (Thousand of reais) | 234,437 |
15 - DEBENTURES ISSUED (Units) | 231,813 |
16 - OUTSTANDING SECURITIES (Units) | 231,813 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | |
22 - DATE OF NEXT EVENT | 03/01/2007 |
1 - ITEM | 04 |
2 - ORDER NUMBER | 6 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2004/032 |
4 - DATE OF REGISTRATION WITH CVM | 09/17/2004 |
5 - ISSUED SERIES | 2 |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 09/01/2004 |
9 - DUE DATE | 09/01/2009 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | IGPM + 11% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 1,070.73 |
14 - AMOUNT ISSUED (Thousand of reais) | 201,583 |
15 - DEBENTURES ISSUED (Units) | 188,267 |
16 - OUTSTANDING SECURITIES (Units) | 188,267 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | |
22 - DATE OF NEXT EVENT | 09/01/2007 |
1 - ITEM | 05 |
2 - ORDER NUMBER | 6 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2004/033 |
4 - DATE OF REGISTRATION WITH CVM | 09/17/2004 |
5 - ISSUED SERIES | 3 |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 09/01/2004 |
9 - DUE DATE | 09/01/2010 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | IGPM + 11% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 1,070.73 |
14 - AMOUNT ISSUED (Thousand of reais) | 192,645 |
15 - DEBENTURES ISSUED (Units) | 179,920 |
16 - OUTSTANDING SECURITIES (Units) | 179,920 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | |
22 - DATE OF NEXT EVENT | 09/01/2007 |
1 - ITEM | 06 |
2 - ORDER NUMBER | 7 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2005/006 |
4 - DATE OF REGISTRATION WITH CVM | 03/10/2005 |
5 - ISSUED SERIES | 1 |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 03/01/2005 |
9 - DUE DATE | 03/01/2009 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | DI + 1.5% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 1,011.13 |
14 - AMOUNT ISSUED (Thousand of reais) | 202,226 |
15 - DEBENTURES ISSUED (Units) | 200,000 |
16 - OUTSTANDING SECURITIES (Units) | 200,000 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | |
22 - DATE OF NEXT EVENT | 03/01/2007 |
1 - ITEM | 07 |
2 - ORDER NUMBER | 7 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2005/007 |
4 - DATE OF REGISTRATION WITH CVM | 03/10/2005 |
5 - ISSUED SERIES | 2 |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 03/01/2005 |
9 - DUE DATE | 03/01/2010 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | IGPM + 10.8% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 1,091.03 |
14 - AMOUNT ISSUED (Thousand of reais) | 109,103 |
15 - DEBENTURES ISSUED (Units) | 100,000 |
16 - OUTSTANDING SECURITIES (Units) | 100,000 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | |
22 - DATE OF NEXT EVENT | 03/01/2007 |
1 - ITEM | 08 |
2 - ORDER NUMBER | 8 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2005/032 |
4 - DATE OF REGISTRATION WITH CVM | 06/22/2005 |
5 - ISSUED SERIES | 1 |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 06/01/2005 |
9 - DUE DATE | 06/01/2009 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | DI + 1.5% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 1,052.01 |
14 - AMOUNT ISSUED (Thousand of reais) | 368,203 |
15 - DEBENTURES ISSUED (Units) | 350,000 |
16 - OUTSTANDING SECURITIES (Units) | 350,000 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | |
22 - DATE OF NEXT EVENT | 12/01/2006 |
1 - ITEM | 09 |
2 - ORDER NUMBER | 8 |
3 - CVM REGISTRATION NUMBER | CVM/SRE/DEB/2005/033 |
4 - DATE OF REGISTRATION WITH CVM | 06/22/2005 |
5 - ISSUED SERIES | 2 |
6 - TYPE OF ISSUE | SIMPLE |
7 - NATURE OF ISSUE | PUBLIC |
8 - ISSUE DATE | 06/01/2005 |
9 - DUE DATE | 06/01/2011 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - REMUNERATION CONDITIONS | IGPM + 10.75% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL VALUE (reais) | 1,047.50 |
14 - AMOUNT ISSUED (Thousand of reais) | 366,625 |
15 - DEBENTURES ISSUED (Units) | 350,000 |
16 - OUTSTANDING SECURITIES (Units) | 350,000 |
17 - TREASURY DEBENTURES (Units) | 0 |
18 - SURRENDERED DEBENTURES (Units) | 0 |
19 - CONVERTED DEBENTURES (Number) | 0 |
20 - DEBENTURES TO PLACE (Number) | 0 |
21 - DATE OF LAST NEGOTIATION | |
22 - DATE OF NEXT EVENT | 06/01/2007 |
16.01 - OTHER INFORMATION DEEMED BY THE COMPANY TO BE RELEVANT SUPPLEMENTARY |
Supplementary information
In order to improve the information provided to the market, the Company presents, as supplementary information, the financial statements in the constant currency method.
1. SUPPLEMENTARY INFORMATION IN CONSTANT CURRENCY METHOD
(a) Restatement Index
The monetary adjustment of the operations relating to permanent assets, shareholders equity, income statement accounts and the calculation of gains and losses in monetary items have been measured based on the variation of the Accounting Monetary Unit - UMC, taking as basis the variation of the General Prices Index - Market - IGP-M, that in the 3rd quarter of 2006 was 0.84% and of 2.27% accumulated in the year.
(b) Balance sheet accounts
Amounts related to monetary assets and liabilities presented in constant currency method are similar to those presented by corporate legislation, except for accounts receivable from customers, accounts payable to suppliers and contractors, deferred income tax and social contribution in long-term liabilities, which are adjusted to reflect purchasing power or currency realization as of September 30, 2006, taking as basis the rate published by the National Association of Investment Banks - ANBID.
Permanent assets and shareholders equity were adjusted based on the monthly variation of the UMC, updated by the IGP-M until September 30, 2006.
(c) Income statement accounts
All accounts have been monetarily restated based on the variation of the UMC, beginning on the month of recording, adjusted for inflationary gains and losses calculated on each months beginning and ending balances of monetary assets and liabilities, and that generated financial or inflationary nominal income and expenses, which have been considered as reductions to the income statement accounts to which they are related.
(d) Deferred taxes and contributions
Deferred income tax and social contribution have been calculated based on the rates of 15%, plus an additional 10%, and 9%, respectively, on the surplus of property, plant and equipment generated by its monetary variation, in accordance with the instructions of CVM, consolidated in IBRACON Brazilian Institute of the Independent Auditors of Statement No. 006/99.
The amounts presented are in constant currency method as of September 30, 2006.
In thousands of R$ | ||||
Balance Sheet | Nominal Currency | Constant Currency | ||
Method | ||||
Total Assets | 17,957,436 | 35,157,264 | ||
Current Assets | 2,024,607 | 2,022,011 | ||
Long-term assets | 1,685,080 | 1,685,080 | ||
Permanent assets | 14,247,749 | 31,450,173 | ||
Investments | 720 | 1,986 | ||
Property, plant and equipment | 14,233,536 | 31,423,378 | ||
Deferred assets | 13,493 | 24,809 | ||
Total liabilities | 17,957,436 | 35,157,264 | ||
Current liabilities | 1,938,285 | 1,937,608 | ||
Long-term liabilities | 6,941,445 | 11,955,577 | ||
Shareholders equity | 9,077,706 | 21,264,079 | ||
Capital | 3,403,688 | 9,331,632 | ||
Capital reserves | 104,624 | 162,760 | ||
Revaluation reserve | 2,459,701 | 6,802,689 | ||
Profit reserves | 2,470,269 | 4,634,993 | ||
Retained earnings | 639,424 | 332,005 | ||
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In thousands of R$ | ||||
January to September, 2006 | ||||
Income statement | Nominal | Constant | ||
Currency | Currency Method | |||
Net revenue from sales and services provided | 4,048,844 | 4,070,487 | ||
Cost of goods and services sold | (1,910,555) | (2,596,446) | ||
Gross income | 2,138,289 | 1,474,041 | ||
Selling expenses | (455,722) | (462,437) | ||
Administrative expenses | (218,934) | (233,451) | ||
Income before net financial expenses | 1,463,633 | 778,153 | ||
Net financial expenses | (391,304) | (260,980) | ||
Operating income | 1,072,329 | 517,173 | ||
Non-operating income | 1,256 | (8,436) | ||
Income before taxes and profit sharing | 1,073,585 | 508,737 | ||
Provision for income tax and social contribution | (353,778) | (357,306) | ||
Deferred income tax and social contribution | 5,470 | 158,316 | ||
Extraordinary item net of income tax and social contribution | (26,341) | (26,672) | ||
Net income for the period | 698,936 | 283,075 | ||
Profit per share | 0.02454 | 0.00994 | ||
In thousands of R$ | ||||
Net Income | Shareholders | |||
Description | for the Period | Equity | ||
Corporate Law | 698,936 | 9,077,706 | ||
Monetary indexation on | ||||
Permanent assets | 10,449 | 17,202,424 | ||
Shareholders equity | (580,495) | - | ||
Present value adjustment, net | 1,339 | (1,919) | ||
Reversal (provision) for taxes | ||||
Income tax | 112,387 | (3,686,862) | ||
Social contribution | 40,459 | (1,327,270) | ||
In constant currency method | 283,075 | 21,264,079 | ||
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2. EVOLUTION OF SHAREHOLDER INTEREST BY THE CONTROLLING SHAREHOLDER, DIRECTORS AND EXECUTIVE OFFICERS FROM 09/30/2005 TO 09/30/2006
Position as of 09/30/2005 |
New members |
Changes in Common Shares |
Left the Company | Position as of 09/30/2006 | |||
Shareholders | Number of Shares |
% | ON Shares | Number of Shares |
% | ||
Controlling shareholder | 14,313,511,871 | 50.3 | 14,313,511,867* | 50.3 | |||
Directors | 90,016 | 0.0 | 5 | 668,469** | (3) | 758,485* | 0.0 |
Executive Officers | |||||||
Members of the Audit | 1*** | 1 | 0.0 | ||||
Committee | |||||||
Outstanding shares | 14,165,975,940 | 49.7 | 14,165,307,475 | 49.7 | |||
Total shares | 28,479,577,827 | 100.0 | 5 | 668,470 | (3) | 28,479,577,827 | 100.0 |
3. STOCK POSITION AS OF 09/30/2006
Shareholders holding more than 5% of shares | Common Shares | % |
State of São Paulo Department of Finance | 14,313,511,867 | 50.3 |
Shareholders | Common Shares | % |
CONTROLLING SHAREHOLDER | 14,313,511,867 | 50.3 |
MANAGEMENT | ||
Board of Directors | 758,485 | |
Board of Executive Officers | - | |
Statutory Audit Committee | 1 | |
TREASURY SHARES | - | |
TOTAL | 28,479,577,827 | 100.0 |
OUTSTANDING SHARES | 14,165,307,475 | 49.7 |
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4. SABESP AND THE NEW MARKET
SABESP, at the time of its adhesion to the New Market segment of BOVESPA, which congregates the Brazilian companies whose corporate governance practices are considered the best in Brazil, has incorporated to its Articles of Association an Arbitrage Clause. This clause provides that The Company, its shareholders, Managers and members of the Fiscal Council undertake to resolve, by means of arbitrage, any and all dispute or controversy that may arise among them, related to or resulting from, in special, the application, validity, effectiveness, interpretation, violation and its effects, of the provisions contained in Law No. 6,404/76, in these By-Laws, in the norms enacted by the National Monetary Council, by the Central Bank of Brazil and by CVM, as well as to those rules applicable to the operation of the capital markets in general, in addition to those contained in the New Market Listing Regulation, of the Contract of Participation in the New Market, to be conducted together with the Arbitrage Chamber of the Market set up by BOVESPA, in compliance with the Regulation of the referred Chamber, observed the exception applicable to the unavailable rights.
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17.01 - SPECIAL REVIEW REPORT - UNQUALIFIED |
(Convenience Translation into English from the Original Previously Issued in Portuguese)
INDEPENDENT ACCOUNTANTS REVIEW REPORT
To the Management and Shareholders of
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
São Paulo - SP
1. We have performed a special review of the accompanying interim financial statements of Companhia de Saneamento Básico do Estado de São Paulo - SABESP (the Company), consisting of the balance sheet as of September 30, 2006, the related statement of operations for the quarter and nine-month period then ended and the performance report, all expressed in Brazilian reais and prepared in accordance with Brazilian accounting practices under the responsibility of the Companys management and the relevant information.
2. We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries of and discussions with persons responsible for the accounting, financial and operating areas as to the criteria adopted in preparing the interim financial statements, and (b) review of the information and subsequent events that had or might have had material effects on the financial position and results of operations of the Company. Our special review was conduced in order for us to issue a special review report on the mandatory iterim financial statements.
3. Based on our special review, we are not aware of any material modifications that should be made to the interim financial statements referred to in paragraph 1 for them to be in conformity with Brazilian accounting practices and standards established by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory interim financial statements.
4. The supplementary information for the quarter and nine-month period ended September 30, 2006, referring to the financial statements in constant purchasing power, and the statement of cash flows are presented for purposes of additional analysis and are not a required part of the mandatory interim financial statements. This supplementary information was submitted to the same review procedures applied to the interim financial statements and, based on our review, we are not aware of any material modifications that should be made for it to be fairly presented, in all material respects, in relation to the interim financial statements referred to in paragraph 1 taken as a whole.
5. As mentioned in Note 5 to the interim financial statements, the Company is negotiating with the State of São Paulo Government, the reimbursement of the amounts for supplementary retirement and pensions paid by the Company and the future flow of these payments to be reimbursed by the State of São Paulo Government.
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6. We had previously reviewed the balance sheet as of June 30, 2006, and the statement of operations for the quarter and nine-month period ended September 30, 2005, the supplementary information in constant purchasing power, and the statement of cash flows for said periods, presented for comparative purposes, and issued unqualified review reports thereon, dated August 14, 2006 (except for note 19, dated September 26, 2006) and November 11, 2005, respectively. In addition, our special review report, dated August 14, 2006 (except for note 19, dated September 26, 2006), contains a comment similar to the one described in paragraph 5.
7. The accompanying interim financial statements have been translated into English for the convenience of readers outside Brazil.
São Paulo, November 14, 2006
DELOITTE TOUCHE TOHMATSU | Marco Antonio Brandão Simurro |
Auditores Independentes | Engagement Partner |
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INDEX
Group | Table | Description | Page |
01 | 01 | IDENTIFICATION | 1 |
01 | 02 | HEAD QUARTER | 1 |
01 | 03 | INVESTOR RELATIONS OFFICER (Companys Mail Address) | 1 |
01 | 04 | ITR REFERENCE | 1 |
01 | 05 | BREAK-DOWN OF CAPITAL STOCK | 2 |
01 | 06 | CHARACTERISTICS OF THE COMPANY | 2 |
01 | 07 | COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS | 2 |
01 | 08 | PROCEEDS IN CASH | 2 |
01 | 09 | AUTHORIZED CAPITAL STOCK AND CHANGES IN THE CURRENT FISCAL YEAR | 3 |
01 | 10 | DIRECTOR OF INVESTOR RELATIONS | 3 |
02 | 01 | BALANCE SHEET ASSETS | 4 |
02 | 02 | BALANCE SHEET LIABILITIES | 5 |
03 | 01 | PROFIT & LOSS STATEMENT | 7 |
04 | 01 | EXPLANATORY NOTES | 8 |
05 | 01 | COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER | 43 |
10 | 01 | CHARACTERISTICS OF THE PRIVATE AND PUBLIC ISSUE OF DEBENTURES | 51 |
16 | 01 | OTHER INFORMATION THAT THE COMPANY DEEMS RELEVANT | 60 |
17 | 01 | REPORT ON THE SPECIAL REVIEW | 65 |
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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 |
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.