sbsitr1q12_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For June 14, 2012
(Commission File No. 1-31317)
 

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


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



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

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

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.

Yes ______ No ___X___

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

 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Table of Contents

 

Company Information 

 

Capital Breakdown 

1 

Cash Proceeds 

2 

Parent Company Financial Statements 

 

Balance Sheet - Assets 

3 

Balance Sheet - Liabilities 

4 

Statement of Income 

6 

Statement of Comprehensive Income 

7 

Statement of Cash Flows 

8 

Statement of Changes in Shareholders’ Equity 

 

01/01/2012 to 03/31/2012 

10 

01/01/2011 to 03/31/2011 

11 

Statement of Value Added 

12 

Consolidated Financial Statements 

 

Balance Sheet - Assets 

13 

Balance Sheet - Liabilities 

14 

Statement of Income 

16 

Statement of Comprehensive Income 

17 

Statement of Cash Flows 

18 

Statement of Changes in Shareholders’ Equity 

 

01/01/2012 to 03/31/2012 

20 

01/01/2011 to 03/31/2011 

21 

Statement of Value Added 

22 

Comments on the Companys Performance 

23 

Notes to the Financial Statements 

28 

Other Information Deemed as Relevant by the Company 

72 

Reports and Statements 

 

Unqualified Independent Auditor’s Report 

74 

 

 

 


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

Company Information / Capital Breakdown

 

Number of Shares 

Current Quarter 

(Units) 

03/31/2012 

Paid-in Capital   
Common 

227,836,623 

Preferred 

0 

Total 

227,836,623 

Treasury Shares   
Common 

0 

Preferred 

0 

Total 

0 

 

 

PAGE: 1 of 75

 

 


 
 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

 

 

Company Information / Cash Proceeds

 

Event  Approval  Proceeds  Date of Payment  Type of Share  Class of Share  Earnings per Share 
            (Reais / Share) 
 
Board of Directors’  02/09/2012  Other  06/22/2012  Common    2.54000 
Meeting             

 

PAGE: 2 of 75

 

 


 
 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

Parent Company Financial Statements / Balance Sheet – Assets

 

(R$ thousand)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

1

Total Assets

25,187,612

25,018,556

1.01

Current Assets

3,535,713

3,704,694

1.01.01

Cash and Cash Equivalents

2,011,372

2,142,079

1.01.03

Accounts Receivable

1,283,875

1,257,348

1.01.03.01

Customers

1,107,220

1,072,015

1.01.03.02

Other Accounts Receivable

176,655

185,333

1.01.03.02.01

Balances with Related Parties

176,655

185,333

1.01.04

Inventories

41,631

44,576

1.01.06

Recoverable Taxes

53,801

117,893

1.01.06.01

Current Recoverable Taxes

53,801

117,893

1.01.08

Other Current Assets

145,034

142,798

1.01.08.03

Other

145,034

142,798

1.01.08.03.01

Restricted Cash

84,998

99,729

1.01.08.03.20  

Other Accounts Receivable

60,036

43,069

1.02

Noncurrent Assets

21,651,899

21,313,862

1.02.01

Long-Term Assets

913,664

931,985

1.02.01.03

Accounts Receivable

322,850

333,713

1.02.01.03.01  

Customers

322,850

333,713

1.02.01.06

Deferred Taxes

178,646

177,926

1.02.01.06.01

Deferred Income Tax and Social Contribution

178,646

177,926

1.02.01.08

Credit with Related Parties

162,317

170,288

1.02.01.08.03

Credit with Controlling Shareholders

162,317

170,288

1.02.01.09

Other Noncurrent Assets

249,851

250,058

1.02.01.09.03  

Indemnifications Receivable

60,295

60,295

1.02.01.09.04  

Judicial Deposits

50,445

54,178

1.02.01.09.05  

ANA – National Water Agency

102,891

100,551

1.02.01.09.20  

Other Accounts Receivable

36,220

35,034

1.02.02

Investments

72,745

74,571

1.02.02.01

Shareholdings

20,160

21,986

1.02.02.01.04

Other Shareholdings

20,160

21,986

1.02.02.02

Investment Properties

52,585

52,585

1.02.03

Property, Plant and Equipment

183,328

181,585

1.02.04

Intangible Assets

20,482,162

20,125,721

1.02.04.01

Intangible Assets

20,482,162

20,125,721

1.02.04.01.01

Concession Contracts

12,250,963

12,078,687

1.02.04.01.02

Program Contracts

1,588,194

1,505,766

1.02.04.01.03

Service Contracts

6,626,652

6,522,475

1.02.04.01.04

Software License

621

2,316

1.02.04.01.05

New Business

15,732

16,477

                                                                                                                                                                                                                                     

                           

                                                                                                                                                                                                                                        

PAGE: 3 OF 75

 

 


 
 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

  

Parent Company Financial Statements / Balance Sheet – Liabilities

 

(R$ thousand)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

2

Total Liabilities

25,187,612

25,018,556

2.01

Current Liabilities

3,372,333

3,956,146

2.01.01

Labor and Pension Plan Liabilities

286,212

243,502

2.01.01.01

Pension Plan Liabilities

23,297

31,836

2.01.01.02

Labor Liabilities

262,915

211,666

2.01.02

Suppliers

194,867

244,658

2.01.02.01

Domestic Suppliers

194,867

244,658

2.01.03

Tax Liabilities

172,604

180,794

2.01.03.01

Federal Tax Liabilities

168,548

175,264

2.01.03.01.01  

Income Tax and Social Contribution Payable

37,812

0

2.01.03.01.02

PIS-PASEP and COFINS (taxes on revenue) Payable

55,743

57,052

2.01.03.01.03

INSS (social security contribution) Payable

25,621

25,630

2.01.03.01.04

Installment Program - Law 10684/03

37,054

36,716

2.01.03.01.20

Other Federal Taxes

12,318

55,866

2.01.03.03

Municipal Taxes Liabilities

4,056

5,530

2.01.04

Loans and Financing

998,501

1,629,184

2.01.04.01

Loans and Financing

787,969

825,265

2.01.04.01.01

In Domestic Currency

582,380

635,888

2.01.04.01.02

In Foreign Currency

205,589

189,377

2.01.04.02

Debentures

210,532

803,919

2.01.05

Other Liabilities

793,845

893,938

2.01.05.01

Liabilities with Related Parties

20,681

12,062

2.01.05.01.03

Debts with Controlling Shareholders

20,681

12,062

2.01.05.02

Other

773,164

881,876

2.01.05.02.01

Dividends and Interest on Equity Payable

247,486

247,486

2.01.05.02.04

Accounts Payable

307,110

383,116

2.01.05.02.05

Refundable Amounts

48,507

50,300

2.01.05.02.06

Program Contract Commitments

54,585

62,287

2.01.05.02.07

Private Public Partnership

6,604

12,693

2.01.05.02.08

Agreement with São Paulo Municipal Government

59,141

62,228

2.01.05.02.09

Indemnities

4,751

5,310

2.01.05.02.20

Other Payables

44,980

58,456

2.01.06

Provisions

926,304

764,070

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

127,810

117,556

2.01.06.01.01

Tax Provisions

5,596

5,859

2.01.06.01.02

Social Security and Labor Provisions

94,928

86,821

2.01.06.01.04

Civil Provisions

27,286

24,876

2.01.06.02

Other Provisions

798,494

646,514

2.01.06.02.03

Provisions for Environmental and Decommission Liabilities

71,266

12,014

2.01.06.02.04  

Provisions for Customers

273,831

244,817

2.01.06.02.05  

Provisions for Suppliers

453,397

389,683

2.02

Non-current Liabilities

10,777,470

10,516,514

2.02.01

Loans and Financing

7,118,350

6,794,148

2.02.01.01

Loans and Financing

4,482,983

4,725,684

2.02.01.01.01  

In Domestic Currency

1,796,796

1,861,640

2.02.01.01.02  

In Foreign Currency

2,686,187

2,864,044

 

 PAGE: 4 OF 75

 

 


 
 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Parent Company Financial Statements / Balance Sheet – Liabilities

 

(R$ thousand)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

2.02.01.02

Debentures

2,635,367

2,068,464

2.02.02

Other Payables

2,921,290

2,914,607

2.02.02.02

Other

2,921,290

2,914,607

2.02.02.02.03  

Other Taxes and Contributions Payable

9,271

18,363

2.02.02.02.04

Pension Plan Liabilities

2,073,557

2,050,697

2.02.02.02.05

Program Contract Commitments

130,291

130,978

2.02.02.02.06

Private Public Partnership – PPP

420,259

416,105

2.02.02.02.07

Indemnities

42,526

43,707

2.02.02.02.08

TAC – Retirees

15,861

30,171

2.02.02.02.09

Deferred COFINS and PASEP

117,328

114,106

2.02.02.02.20  

Other Payables

112,197

110,480

2.02.04

Provisions

737,830

807,759

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

288,681

293,794

2.02.04.01.01  

Tax Provisions

69,003

70,589

2.02.04.01.02  

Social Security and Labor Provisions

74,760

69,715

2.02.04.01.04  

Civil Provisions

144,918

153,490

2.02.04.02

Other Provisions

449,149

513,965

2.02.04.02.03  

Provisions for Environmental and Decommission Liabilities

66,854

109,165

2.02.04.02.04  

Provisions for Customers

353,295

373,716

2.02.04.02.05  

Provisions for Suppliers

29,000

31,084

2.03

Shareholders’ Equity

11,037,809

10,545,896

2.03.01

Paid-Up Capital

6,203,688

6,203,688

2.03.02

Capital Reserves

124,255

124,255

2.03.02.07

Support to Projects

108,475

108,475

2.03.02.08

Incentive Reserves

15,780

15,780

2.03.04

Profit Reserve

4,217,953

4,217,953

2.03.04.01

Legal Reserve

521,219

521,219

2.03.04.08

Additional Dividend Proposed

288,143

288,143

2.03.04.10

Reserve for Investments

3,408,591

3,408,591

2.03.05

Retained Earnings/Accumulated Losses

491,913

0

 

 

PAGE: 5 of 75

 

 


 
 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Parent Company Financial Statements / Statement of Income

 

(R$ thousand)                                                                                                                            

Code

Description

YTD Current Year

01/01/2012 to 03/31/2012

YTD Previous Year

01/01/2011 to 03/31/2011

3.01

Gross Revenue from Sales and/or Services

2,577,682

2,294,623

3.02

Cost of Sales and/or Services

-1,496,439

-1,367,777

3.02.01

Cost of Sales and/or Services

-957,057

-928,362

3.02.02

Construction Cost

-539,382

-439,415

3.03

Gross Profit

1,081,243

926,846

3.04

Operating Income/Expenses

-371,065

-497,485

3.04.01

Selling Expenses

-170,777

-178,222

3.04.02

General and Administrative Expenses

-206,991

-321,482

3.04.04

Other Operating Expenses

10,607

5,254

3.04.04.01

Other Operating Income

11,906

5,789

3.04.04.02

COFINS and PASEP

-1,299

-535

3.04.05

Other Operating Expenses

-2,144

-2,069

3.04.05.01

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

-939

-642

3.04.05.03

Tax Incentives

-1,189

-1,350

3.04.05.05

Other

-16

-77

3.04.06

Equity in the Earnings of Subsidiaries

-1,760

-966

3.05

Income Before Financial Result and Taxes

710,178

429,361

3.06

Financial Result

45,010

-50,634

3.06.01

Financial Income

87,358

91,027

3.06.01.01

Financial Income

87,607

95,945

3.06.01.02

Foreign Exchange Gains

-249

-4,918

3.06.02

Financial Expenses

-42,348

-141,661

3.06.02.01

Financial Expenses

-201,560

-210,758

3.06.02.02

Foreign Exchange Losses

159,212

69,097

3.07

Earnings Before Income Tax

755,188

378,727

3.08

Income Tax and Social Contribution

-263,275

-195,934

3.08.01

Current

-263,995

-209,314

3.08.02

Deferred

720

13,380

3.09

Net Income from Continued Operations

491,913

182,793

3.11

Net Income/Loss for the Period

491,913

182,793

3.99

Earnings per Share - (Reais / Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common Shares

2.15907

0.80230

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common Shares

2.15907

0.80230

 

 PAGE: 6 of 75

 


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

Parent Company Financial Statements / Statement of Comprehensive Income

 

 

Justification for not filing out the chart:

 

The Company does not record statement of comprehensive income.

 

 

 

PAGE: 7 of 75

 

 


 
 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

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

 

(R$ thousand)

Code

Description

YTD Current Year

01/01/2012 to 03/31/2012

YTD Previous Year

01/01/2011 to 03/31/2011

6.01

Net Cash from Operating Activities

419,920

514,010

6.01.01

Cash Generated from Operations

1,135,308

1,116,774

6.01.01.01

Net Income Before Income Tax and Social Contribution

755,188

378,727

6.01.01.02

Provision for Contingencies

126,349

44,750

6.01.01.05

Loss on Sale of Intangible and Fixed Assets

940

642

6.01.01.06

Depreciation and Amortization

186,495

228,093

6.01.01.07

Interest on Loans and Financing Payable

105,520

141,298

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financing

-150,699

-35,206

6.01.01.09

Interest and Foreign Exchange Losses

479

817

6.01.01.10

Interest and Foreign Exchange Gains

-2,144

-4,675

6.01.01.11

Allowance for Doubtful Accounts

97,608

83,283

6.01.01.12

Provision for Consent Decree (TAC)

8,878

11,220

6.01.01.13

Equity in the Earnings of Subsidiaries

1,760

966

6.01.01.14

Provision for Sabesprev Mais

-2,771

0

6.01.01.15

Other Provisions/Reversals

3,050

4,758

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

-9,227

74,111

6.01.01.17

Fair Value Margin over Intangible Assets Resulting from Concession Contracts

-11,475

-10,759

6.01.01.18

Pension Plan Liabilities

25,357

198,749

6.01.02

Assets and Liabilities Variations

-362,775

-339,747

6.01.02.01

Trade Accounts Receivable

-120,950

-88,974

6.01.02.02

Balances and Transactions with Related Parties

17,715

12,455

6.01.02.03

Inventories

2,799

1,329

6.01.02.04

Recoverable Taxes

-51,066

-95,878

6.01.02.05

Other Accounts Receivable

-23,397

-193,598

6.01.02.06

Judicial Deposits

1,475

13,379

6.01.02.08

Contractors and Suppliers

-84,426

11,225

6.01.02.09

Payroll, Provisions and Social Contribution

33,832

-6,990

6.01.02.10

Pension Plan Liabilities

-2,497

-3,534

6.01.02.11

Taxes and Contributions Payable

-17,761

33,937

6.01.02.12

Services Received

-76,006

59,827

6.01.02.13

Other Liabilities

-14,007

-50,118

6.01.02.14

Contingencies

-31,708

-33,458

6.01.02.15

Taxes on Revenues

3,222

651

6.01.03

Other

-352,613

-263,017

6.01.03.01

Interest Paid

-203,776

-200,712

6.01.03.02

Income Tax and Social Contribution Paid

-148,837

-62,305

6.02

Net Cash from Investing Activities

-397,509

-348,523

6.02.01

Acquisition of Fixed Assets

-7,084

-3,671

6.02.02

Increase in Intangible Assets

-405,222

-344,449

6.02.03

Increase in Investment

66

-10,604

6.02.04

Restricted Cash

14,731

10,201

6.03

Net Cash from Financing Activities

-153,118

243,581

6.03.01

Funding

810,284

976,132

6.03.02

Amortization of Loans

-963,402

-732,551

                           

PAGE: 8 of 75

 


 
 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

                                                                                                                                                                                        

 

 

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

 

(R$ thousand)

Code

Description

YTD Current Year

01/01/2012 to 03/31/2012

YTD Previous Year

01/01/2011 to 03/31/2011

6.05

Increase (Decrease) in Cash and Cash Equivalents

-130,707

409,068

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

2,142,079

1,988,004

6.05.02

Cash and Cash Equivalents at the End of the Period

2,011,372

2,397,072

 

 

PAGE: 9 of 75

 

                           

 


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Parent Company Financial Statements / Statement of Changes in Shareholders’ Equity – 01/01/2012 to 03/31/2012

 

(R$ thousand)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Accumulated Losses

 

Other Comprehensive Income

Shareholders’ Equity

 

5.01

Opening Balances

6,203,688

124,255

4,217,953

0

0

10,545,896

5.03

Adjusted Opening Balances

6,203,688

124,255

4,217,953

0

0

10,545,896

5.05

Total Comprehensive Income

0

0

0

491,913

0

491,913

5.05.01

Net income for the Period

0

0

0

491,913

0

491,913

5.07

Closing Balances

6,203,688

124,255

4,217,953

491,913

0

11,037,809

 

 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Parent Company Financial Statements / Statement of Changes in Shareholders’ Equity – 01/01/2011 to 03/31/2011

 

(R$ thousand)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Accumulated Losses

 

Other Comprehensive Income

Shareholders’ Equity

 

5.01

Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

5.03

Adjusted Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

5.05

Total Comprehensive Income

0

0

0

182,793

0

182,793

5.05.01

Net income for the Period

0

0

0

182,793

0

182,793

5.07

Closing Balances

6,203,688

124,255

3,353,857

182,793

0

9,864,593

 

 

 

PAGE: 11 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

Parent Company Financial Statements / Statement of Value Added

 

(R$ thousand)

Code

Description

YTD Current Year

01/01/2012 to 03/31/2012

YTD Previous Year

01/01/2011 to 03/31/2011

7.01

Revenue

2,713,407

2,412,656

7.01.01

Sales of Merchandise, Products and Services

2,189,407

1,989,830

7.01.02

Other Revenue

11,906

5,790

7.01.03

Revenue from the Construction of Own Assets

550,856

450,173

7.01.04

Allowance for/Reversal of Doubtful Accounts

-38,762

-33,137

7.02

Inputs Acquired from Third Parties

-1,100,855

-921,270

7.02.01

Costs of Products, Goods and Services Sold

-908,439

-764,346

7.02.02

Materials, Energy, Outsourced Services and Other

-190,272

-154,855

7.02.04

Other

-2,144

-2,069

7.03

Gross Value Added

1,612,552

1,491,386

7.04

Retentions

-186,695

-228,374

7.04.01

Depreciation, Amortization and Depletion

-186,695

-228,374

7.05

Net Value Added Produced

1.425,857

1,263,012

7.06

Value Added Received in Transfer

85,598

90,061

7.06.01

Equity in the Earnings of Subsidiaries

-1,760

-966

7.06.02

Financial Income

87,358

91,027

7.07

Total Value Added to Distribute

1,511,455

1,353,073

7.08

Value Added Distribution

1,511,455

1,353,073

7.08.01

Personnel

365,420

520,825

7.08.01.01

Direct Compensation

243,505

230,385

7.08.01.02

Benefits

98,270

265,273

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

23,645

25,167

7.08.02

Taxes and Contributions

536,927

436,515

7.08.02.01

Federal

499,721

408,278

7.08.02.02

State

13,007

10,379

7.08.02.03

Municipal

24,199

17,858

7.08.03

Value Distributed to Providers of Capital

117,195

212,940

7.08.03.01

Interest

101,168

204,733

7.08.03.02

Rental

16,027

8,207

7.08.04

Value Distributed to Shareholders

491,913

182,793

7.08.04.03

Retained Earnings/Accumulated Loss for the Period

491,913

182,793

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Consolidated Financial Statements / Balance Sheet - Assets

 

(R$ thousand)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

1

Total Assets

25,392,325

25,214,984

1.01

Current Assets

3,547,971

3,725,833

1.01.01

Cash and Cash Equivalents

2,019,264

2,149,989

1.01.03

Accounts Receivable

1,284,556

1,257,992

1.01.03.01

Customers

1,107,901

1,072,659

1.01.03.02

Other Accounts Receivable

176,655

185,333

1.01.03.02.01  

Balances with Related Parties

176,655

185,333

1.01.04

Inventories

41,655

44,611

1.01.06

Recoverable Taxes

54,088

118,116

1.01.06.01

Current Recoverable Taxes

54,088

118,116

1.01.08

Other Current Assets

148,408

155,125

1.01.08.03

Other

148,408

155,125

1.01.08.03.01  

Restricted Cash

84,998

99,729

1.01.08.03.20  

Other Accounts Receivable

63,410

55,396

1.02

Noncurrent Assets

21,844,354

21,489,151

1.02.01

Long-Term Assets

921,690

938,421

1.02.01.03

Accounts Receivable

322,850

333,713

1.02.01.03.01  

Customers

322,850

333,713

1.02.01.06

Deferred Taxes

181,686

179,463

1.02.01.06.01  

Deferred Income Tax and Social Contribution

181,686

179,463

1.02.01.08

Credit with Related Parties

162,317

170,288

1.02.01.08.03  

Credit with Controlling Shareholders

162,317

170,288

1.02.01.09

Other Noncurrent Assets

254,837

254,957

1.02.01.09.03  

Indemnifications Receivable

60,295

60,295

1.02.01.09.04  

Judicial Deposits

50,445

54,178

1.02.01.09.05  

ANA – National Water Agency

102,891

100,551

1.02.01.09.20  

Other Accounts Receivable

41,206

39,933

1.02.02

Investments

52,585

52,585

1.02.02.02

Investment Properties

52,585

52,585

1.02.03

Property, Plant and Equipment

370,174

356,468

1.02.04

Intangible Assets

20,499,905

20,141,677

1.02.04.01

Intangible Assets

20,499,905

20,141,677

1.02.04.01.01  

Concession Contracts

12,268,683

12,094,633

1.02.04.01.02  

Program Contracts

1,588,194

1,505,766

1.02.04.01.03  

Service Contracts

6,626,652

6,522,475

1.02.04.01.04  

Software License

644

2,326

1.02.04.01.05  

New Business

15,732

16,477

 

 

PAGE: 13 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

Consolidated Financial Statements / Balance Sheet - Liabilities

 

(R$ thousand)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

2

Total Liabilities

25,392,325

25,214,984

2.01

Current Liabilities

3,388,392

3,968,668

2.01.01

Labor and Pension Plan Liabilities

286,664

243,876

2.01.01.01

Pension Plan Liabilities

23,395

31,927

2.01.01.02

Labor Liabilities

263,269

211,949

2.01.02

Suppliers

207,118

255,557

2.01.02.01

Domestic Suppliers

207,118

255,557

2.01.03

Tax Liabilities

172,772

181,122

2.01.03.01

Federal Tax Liabilities

168,662

175,378

2.01.03.01.01  

Income Tax and Social Contribution Payable

37,881

0

2.01.03.01.02  

PIS-PASEP and COFINS (taxes on revenue) Payable

55,758

57,073

2.01.03.01.03  

INSS (social security contribution) Payable

25,627

25,645

2.01.03.01.04  

Installment Program - Law 10684/03

37,054

36,716

2.01.03.01.20  

Other Federal Taxes

12,342

55,944

2.01.03.02

State Tax Liabilities

13

4

2.01.03.03

Municipal Tax Liabilities

4,097

5,740

2.01.04

Loans and Financing

999,570

1,630,010

2.01.04.01

Loans and Financing

789,038

826,091

2.01.04.01.01  

In Domestic Currency

583,449

636,714

2.01.04.01.02  

In Foreign Currency

205,589

189,377

2.01.04.02

Debentures

210,532

803,919

2.01.05

Other Payables

795,964

894,033

2.01.05.01

Liabilities with Related Parties

20,681

12,062

2.01.05.01.03  

Debts with Controlling Shareholders

20,681

12,062

2.01.05.02

Other

775,283

881,971

2.01.05.02.01  

Dividends and Interest on Equity Payable

247,486

247,486

2.01.05.02.04  

Services

307,110

383,116

2.01.05.02.05  

Refundable Amounts

48,507

50,300

2.01.05.02.06  

Program Contract Commitments

54,585

62,287

2.01.05.02.07  

Private Public Partnership – PPP

6,604

12,693

2.01.05.02.08  

Agreement with São Paulo Municipal Government

59,141

62,228

2.01.05.02.09  

Indemnities

4,751

5,310

2.01.05.02.20  

Other Payables

47,099

58,551

2.01.06

Provisions

926,304

764,070

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

127,810

117,556

2.01.06.01.01  

Tax Provisions

5,596

5,859

2.01.06.01.02  

Social Security and Labor Provisions

94,928

86,821

2.01.06.01.04  

Civil Provisions

27,286

24,876

2.01.06.02

Other Provisions

798,494

646,514

2.01.06.02.03  

Provisions for Environmental and Decommission Liabilities

71,266

12,014

2.01.06.02.04  

Provisions for Customers

273,831

244,817

2.01.06.02.05  

Provisions for Suppliers

453,397

389,683

2.02

Noncurrent Liabilities

10,966,124

10,700,420

2.02.01

Loans and Financing

7,295,715

6,966,285

2.02.01.01

Loans and Financing

4,500,249

4,737,722

2.02.01.01.01  

In Domestic Currency

1,814,062

1,873,678

 

 

PAGE: 14 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

Consolidated Financial Statements / Balance Sheet - Liabilities

 

(R$ thousand)

Code

Description

Current Quarter

03/31/2012

Previous Year

12/31/2011

2.02.01.01.02  

In Foreign Currency

2,686,187

2,864,044

2.02.01.02

Debentures

2,795,466

2,228,563

2.02.02

Other Payables

2,932,579

2,926,376

2.02.02.02

Other

2,932,579

2,926,376

2.02.02.02.03  

Other Taxes and Contributions Payable

9,271

18,363

2.02.02.02.04  

Pension Plan Liabilities

2,073,557

2,050,697

2.02.02.02.05  

Program Contract Commitments

130,291

130,978

2.02.02.02.06  

Private Public Partnership – PPP

420,259

416,105

2.02.02.02.07  

Indemnities

42,526

43,707

2.02.02.02.08  

TAC – Retirees

15,861

30,171

2.02.02.02.09  

Deferred COFINS and PASEP

118,719

114,957

2.02.02.02.20  

Other Payables

122,095

121,398

2.02.04

Provisions

737,830

807,759

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

288,681

293,794

2.02.04.01.01  

Tax Provisions

69,003

70,589

2.02.04.01.02  

Social Security and Labor Provisions

74,760

69,715

2.02.04.01.04  

Civil Provisions

144,918

153,490

2.02.04.02

Other Provisions

449,149

513,965

2.02.04.02.03  

Provision for Environmental and Decommission Liabilities

66,854

109,165

2.02.04.02.04  

Provisions for Customers

353,295

373,716

2.02.04.02.05  

Provisions for Suppliers

29,000

31,084

2.03

Consolidated Shareholders’ Equity

11,037,809

10,545,896

2.03.01

Paid-Up Capital

6,203,688

6,203,688

2.03.02

Capital Reserves

124,255

124,255

2.03.02.07

Support to Projects

108,475

108,475

2.03.02.08

Incentive Reserve

15,780

15,780

2.03.04

Profit Reserves

4,217,953

4,217,953

2.03.04.01

Legal Reserve

521,219

521,219

2.03.04.08

Additional Dividend Proposed

288,143

288,143

2.03.04.10

Reserve for Investments

3,408,591

3,408,591

2.03.05

Retained Earnings/Accumulated Losses

491,913

0

 

 

 

 

PAGE: 15 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

Consolidated Financial Statements / Statement of Income

 

(R$ thousand)

Code

Description

YTD Current

Year

01/01/2012 to 03/31/2012

YTD Previous

Year

01/01/2011 to 03/31/2011

3.01

Revenue from Sales and/or Services

2,588,397

2,295,690

3.02

Cost of Goods and/or Services Sold

-1,505,454

-1,368,424

3.02.01

Cost of Goods and/or Services Sold

-959,710

-928,995

3.02.02

Construction Cost

-545,744

-439,429

3.03

Gross Profit

1,082,943

927,266

3.04

Operating Expenses/Income

-372,379

-497,887

3.04.01

Selling Expenses

-171,076

-178,249

3.04.02

General and Administrative Expenses

-209,792

-322,851

3.04.04

Other Operating Income

10,633

5,282

3.04.04.01

Other Operating Income

11,932

5,817

3.04.04.02

COFINS and PASEP

-1,299

-535

3.04.05

Other Operating Expenses

-2,144

-2,069

3.04.05.01

Loss on Write-off of Property, Plant and Equipment

-939

-642

3.04.05.03

Tax Incentive

-1,189

-1,350

3.04.05.05

Other

-16

-77

3.05

Earnings Before Financial Result and Taxes

710,564

429,379

3.06

Financial Result

42,912

-50,690

3.06.01

Financial Income

87,586

91,063

3.06.01.01

Financial Income

87,826

95,981

3.06.01.02

Foreign Exchange Gains

-240

-4,918

3.06.02

Financial Expenses

-44,674

-141,753

3.06.02.01

Financial Expenses

-203,886

-210,850

3.06.02.02

Foreign Exchange Losses

159,212

69,097

3.07

Earnings Before Income Taxes

753,476

378,689

3.08

Income Tax and Social Contribution

-261,563

-195,896

3.08.01

Current

-263,136

-209,314

3.08.02

Deferred

1,573

13,418

3.09

Net Income from Continued Operations

491,913

182,793

3.11

Consolidated Net Income/Loss for the Period

491,913

182,793

3.11.01

Attributed to Parent Company Partners

491,913

182,793

3.99

Earnings per Share - (Reais/Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common Shares

2.15907

0.80230

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common Shares

2.15907

0.80230

 

 

PAGE: 16 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

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Consolidated Financial Statements / Statement of Comprehensive Income

 

 

Justification for not filing out the chart:

 

The Company does not record statement of comprehensive income.

 

PAGE: 17 of 75


 
 

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

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Version : 1

 

 

Consolidated Financial Statements / Statement of Cash Flows – Indirect Method

 

(R$ thousand)

Code

Description

YTD Current

Year

01/01/2012 to 03/31/2012

YTD Previous Year

01/01/2011 to 03/31/2011

6.01

Net Cash from Operating Activities

427,771

513,276

6.01.01

Cash Generated from Operations

1,131,360

1,115,687

6.01.01.01

Net Income Before Income Tax and Social Contribution

753,476

378,689

6.01.01.02

Provision for Contingencies

126,349

44,750

6.01.01.05

Loss on Sale of Intangible and Fixed Assets

940

642

6.01.01.06

Depreciation and Amortization

186,574

228,100

6.01.01.07

Interest on Loans and Financing Payable

105,520

141,223

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financing

-150,699

-35,206

6.01.01.09

Interest and Foreign Exchange Losses

479

824

6.01.01.10

Interest and Foreign Exchange Gains

-2,144

-4,697

6.01.01.11

Allowance for Doubtful Accounts

97,608

83,283

6.01.01.12

Provision for Consent Decree (TAC)

8,878

11,220

6.01.01.14

Provision for Sabesprev Mais

-2,771

0

6.01.01.15

Other Provisions/Reversals

3,050

4,758

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

-9,227

74,111

6.01.01.17

Fair Value Margin over Intangible Assets Resulting from Concession Contracts

-12,030

-10,759

6.01.01.18

Pension Plan Liabilities

25,357

198,749

6.01.02

Assets and Liabilities Variations

-350,976

-339,394

6.01.02.01

Trade Accounts Receivable

-120,987

-89,180

6.01.02.02

Balances and Transactions with Related Parties

17,715

12,455

6.01.02.03

Inventories

2,810

1,325

6.01.02.04

Recoverable Taxes

-51,130

-96,034

6.01.02.05

Other Accounts Receivable

-14,531

-193,753

6.01.02.06

Judicial Deposits

1,475

13,379

6.01.02.08

Contractors and Suppliers

-83,074

11,682

6.01.02.09

Salaries, Provisions and Social Contributions

33,910

-6,789

6.01.02.10

Pension Plan Liabilities

-2,497

-3,534

6.01.02.11

Taxes and Contributions Payable

-17,712

33,842

6.01.02.12

Other Suppliers

-76,006

59,827

6.01.02.13

Other Liabilities

-13,003

-49,807

6.01.02.14

Contingencies

-31,708

-33,458

6.01.02.15

Taxes on Revenue

3,762

651

6.01.03

Other

-352,613

-263,017

6.01.03.01

Interest Paid

-203,776

-200,712

6.01.03.02

Income Tax and Contributions Paid

-148,837

-62,305

6.02

Net Cash from Investing Activities

-410,849

-351,214

6.02.01

Acquisition of Fixed Assets Items

-19,058

-14,898

6.02.02

Increase in Intangible Assets

-406,522

-346,517

6.02.04

Restricted Cash

14,731

10,201

6.03

Net Cash from Financing Activities

-147,647

248,603

6.03.01

Funding

815,755

983,579

6.03.02

Amortizations of Loans

-963,402

-734,976

6.05

Increase (Decrease) of Cash and Cash Equivalents

-130,725

410,665

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

 

Consolidated Financial Statements / Statement of Cash Flows – Indirect Method

 

(R$ thousand)

Code

Description

YTD Current

Year

01/01/2012 to 03/31/2012

YTD Previous Year

01/01/2011 to 03/31/2011

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

2,149,989

1,989,179

6.05.02

Cash and Cash Equivalents at the End of the Period

2,019,264

2,399,844

 

 

 

 

Accumulated Current Year


 

PAGE: 19 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Parent Company Financial Statements / Statement of Changes in Shareholders’ Equity – 01/01/2012 to 03/31/2012

 

(R$ thousand)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Accumulated Losses

 

Other Comprehensive Income

Shareholders’ Equity

 

Non-Controlling Interest

Consolidated Shareholders’ Equity

 

5.01

Opening Balances

6,203,688

124,255

4,217,953

0

0

10,545,896

0

10,545,896

5.03

Adjusted Opening Balances

6,203,688

124,255

4,217,953

0

0

10,545,896

0

10,545,896

5.05

Total Comprehensive Income

0

0

0

491,913

0

491,913

0

491,913

5.05.01

Net income for the Period

0

0

0

491,913

0

491,913

0

491,913

5.07

Closing Balances

6,203,688

124,255

4,217,953

491,913

0

11,037,809

0

11,037,809

 

 

 

 

 

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Version : 1

 

 

Parent Company Financial Statements / Statement of Changes in Shareholders’ Equity – 01/01/2011 to 03/31/2011

 

(R$ thousand)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Accumulated Losses

 

Other Comprehensive Income

Shareholders’ Equity

 

Non-Controlling Interest

Consolidated Shareholders’ Equity

 

5.01

Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

0

9,681,800

5.03

Adjusted Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

0

9,681,800

5.05

Total Comprehensive Income

0

0

0

182,793

0

182,793

0

182,793

5.05.01

Net income for the Period

0

0

0

182,793

0

182,793

0

182,793

5.07

Closing Balances

6,203,688

124,255

3,353,857

182,793

0

9,864,593

0

9,864,593

 

 

 

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Consolidated Financial Statements / Statement of Value Added

 

(R$ thousand)

Code

Description

YTD Current

Year

01/01/2012 to 03/31/2012

YTD Previous Year

01/01/2011 to 03/31/2011

7.01

Revenue

2,724,704

2,413,743

7.01.01

Sale of Goods, Products and Services

2,193,878

1,990,874

7.01.02

Other Revenue

11,932

5,818

7.01.03

Revenue from the Construction of Own Assets

557,774

450,188

7.01.04

Provision for/Reversal of Allowance for Doubtful Accounts

-38,880

-33,137

7.02

Inputs Acquired from Third Parties

-1,110,382

-922,323

7.02.01

Costs of Goods, Products and Services Sold

-916,613

-764,825

7.02.02

Materials, Energy, Outsourced Services and Others

-191,625

-155,429

7.02.04

Other

-2,144

-2,069

7.03

Gross Value Added

1,614,322

1,491,420

7.04

Retentions

-186,775

-228,381

7.04.01

Depreciation, Amortization and Depletion

-186,775

-228,381

7.05

Net Value Added Produced

1,427,547

1,263,039

7.06

Value Added Received in Transfer

87,586

91,063

7.06.02

Financial Income

87,586

91,063

7.07

Total Value Added to Distribute

1,515,133

1,354,102

7.08

Distribution of Value Added

1,515,133

1,354,102

7.08.01

Personnel

367,130

521,543

7.08.01.01

Direct Compensation

244,840

231,016

7.08.01.02

Benefits

98,555

265,320

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

23,735

25,207

7.08.02

Taxes and Contributions

536,359

436,653

7.08.02.01

Federal

499,008

408,394

7.08.02.02

State

13,011

10,390

7.08.02.03

Municipal

24,340

17,869

7.08.03

Value Distributed to Providers of Capital

119,731

213,113

7.08.03.01

Interest

103,494

204,825

7.08.03.02

Rental

16,237

8,288

7.08.04

Value Distributed to Shareholders

491,913

182,793

7.08.04.03

Retained Earnings/Accumulated Loss for the Period

491,913

182,793

 

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Version : 1

Comments on the Company’s Performance

 
 

 

1.Financial highlights

 

 

 

 

 

R$ million

 

1Q11

1Q12

Var. (R$)

%

(+) Gross operating revenue

1,989.8

2,189.4

199.6

10.0

(+) Construction revenue

450.2

550.9

100.7

22.4

(-) COFINS and PASEP taxes

145.4

162.6

17.2

11.8

(=) Net operating revenue

2,294.6

2,577.7

283.1

12.3

(-) Costs and expenses

1,428.1

1,334.8

(93.3)

(6.5)

(-) Construction costs

439.4

539.4

100.0

22.8

(+) Equity Results

(0.9)

(1.8)

(0.9)

-

(=) Earnings before financial expenses (EBIT*)

426.2

701.7

275.5

64.6

(+) Depreciation and amortization

228.1

186.5

(41.6)

(18.2)

(=) EBITDA**

654.3

888.2

233.9

35.7

(%) EBITDA margin

28.5

34.5

 

 

Net income

182.8

491.9

309.1

169.1

Earnings per share (R$)

0.80

2.16

 

 

 

(*) Earnings before interest and taxes

(**) Earnings before interest, taxes, depreciation and amortization

 

In 1Q12, net operating revenue reached R$ 2.6 billion, a 12.3% growth compared to 1Q11. Costs and expenses, including construction costs, in the amount of R$ 1.9 billion grew 0.4% over 1Q11. EBIT grew 64.6%, from R$ 426.2 million in 1Q11 to R$ 701.7 million in 1Q12. EBITDA increased 35.7%, from R$ 654.3 million in 1Q11 to R$ 888.2 million in 1Q12. The EBITDA margin was 34.5% in 1Q12 in comparison to 28.5% in the same period of the previous year. Excluding construction revenues and construction costs, the EBITDA margin was 43.3% in 1Q12 (34.9% in 1Q11).

 

2.Gross operating revenue

 

Gross operating revenue from water supply and sewage collection grew from R$ 2.0 billion in 1Q11 to R$ 2.2 billion in 1Q12, an increase of R$ 199.6 million or 10.0%. The main factors that led to this variation were: the increase of 3.0% in total billed volume, out of which 2.6% in water and 3.5% in sewage, and the tariff adjustment of 6.83% as of September 2011.

 

3.Construction revenue

 

In 1Q12, construction revenue grew from R$ 450.2 million to R$ 550.9 million, an increase of R$ 100.7 million or 22.4%, comparing to 1Q11. This variation was mainly due to higher investments in the period.

 

4.Billed volume  

 

The following tables show the billed water and sewage volume per customer category and region in 1Q11 and 1Q12.

 

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Comments on the Company’s Performance

 

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

 

 

Water

 

 

Sewage

 

Water + Sewage

Category

1Q11

1Q12

%

1Q11

1Q12

%

1Q11

1Q12

%

Residential

373.4

384.6

3.0

303.6

315.2

3.8

677.0

699.8

3.4

Commercial

41.3

42.9

3.9

38.3

39.7

3.7

79.6

82.6

3.8

Industrial

9.4

9.6

2.1

9.9

10.4

5.1

19.3

20.0

3.6

Public

12.2

13.2

8.2

9.5

10.1

6.3

21.7

23.3

7.4

Total retail

436.3

450.3

3.2

361.3

375.4

3.9

797.6

825.7

3.5

Wholesale

74.1

73.3

(1.1)

7.5

6.4

(14.7)

81.6

79.7

-2.3

Reused water

0.1

0.1

-

-

-

-

0.1

0.1

-

Total

510.5

523.7

2.6

368.8

381.8

3.5

879.3

905.5

3.0

 

 

 

 

 

 

 

 

 

 

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

 

 

Water

 

 

Sewage

 

Water + Sewage

Region

1Q11

1Q12

%

1Q11

1Q12

%

1Q11

1Q12

%

Metropolitan

285.3

293.2

2.8

241.3

248.3

2.9

526.6

541.5

2.8

Regional (2)

151.0

157.1

4.0

120.0

127.1

5.9

271.0

284.2

4.9

Total retail

436.3

450.3

3.2

361.3

375.4

3.9

797.6

825.7

3.5

Wholesale

74.1

73.3

(1.1)

7.5

6.4

(14.7)

81.6

79.7

-2.3

Reused water

0.1

0.1

-

-

-

-

0.1

0.1

-

Total

510.5

523.7

2.6

368.8

381.8

3.5

879.3

905.5

3.0

                   

 

(1)Unaudited

(2) Including coastal and countryside

 

 

5.Costs, administrative, selling and construction expenses

 

In 1Q12, costs of products and services, administrative, selling and construction expenses grew 0.4% (R$ 6.7 million). As a percentage of net revenue, cost and expenses moved from 81.4% in 1Q11 to 72.7% in 1Q12.

 

R$ million

 

1Q11

1Q12

Chg. (R$)

%

Payroll and benefits

556.5

406.3

(150.2)

(27.0)

Supplies

37.2

40.5

3.3

8.9

Treatment supplies

45.6

44.6

(1.0)

(2.2)

Services

231.4

265.0

33.6

14.5

Electric power

141.3

150.3

9.0

6.4

General expenses

127.5

167.8

40.3

31.6

Tax expenses

27.4

35.0

7.6

27.7

Sub-total

1,166.9

1,109.5

(57.4)

(4.9)

Depreciation and amortization

228.1

186.5

(41.6)

(18.2)

Credit write-offs

33.1

38.8

5.7

17.2

Sub-total

1,428.1

1,334.8

(93.3)

(6.5)

Construction costs

439.4

539.4

100.0

22.8

Costs, administrative, selling and construction expenses

1,867.5

1,874.2

6.7

0.4

% over net revenue

81.4

72.7

 

 

 

 

5.1. Payroll and benefits

 

In 1Q12 payroll and benefits dropped R$ 150.2 million or 27.0%, from R$ 556.5 million to R$ 406.3 million, due to the following:

 

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Comments on the Company’s Performance

·      Complementation of the actuarial liability totaling R$ 157.5 million, referring to the actuarial calculation made in 1Q11 related to G0 Plan; non-recurring for the next quarters; and

 

·      Drop of R$ 13.6 million referring to actuarial liability of the G0 Plan. Since April of 2011, these expenses have been recognized net of the payment of the undisputed party (benefits of Law 4819/58).

 

The above mentioned decreases were offset by the 8% increase in wages since May 2011, with an impact of approximately R$ 23.6 million.

 

5.2. Supplies

 

In 1Q12, expenses with supplies increased by R$ 3.3 million or 8.9%, when compared to the same period of the previous year, from R$ 37.2 million to R$ 40.5 million. The main factors for this variation were: (i) expenses with water and sewage systems maintenance, in the amount of R$ 0.9 million; (ii) expenses with water and sewage connections, in the amount of R$ 0.7 million, due to the increase and regulation in the execution of the Global Sourcing; (iii) data processing materials for new water meter reading and bill issuing equipment in the metropolitan region in the amount of R$0.4 million; and (iv) maintenance of equipment installed in the strategic maintenance unit in the amount of R$0.6 million.

 

5.3. Treatment supplies

 

Treatment supplies expenses in 1Q12 were R$ 1.0 million or 2.3% lower than in 1Q11, from R$ 45.6 million to R$ 44.6 million.

 

5.4. Services 

 

In 1Q12 this item increased R$ 33.6 million or 14.5%, from R$ 231.4 million to R$ 265.0 million. The main factors were:

 

·      Paving services and replacement of sidewalks and water and sewage network maintenance in the amount of R$ 14.1 million, due to the intensification of the fight against water losses;

 

·      Advertising campaigns focused on social and environmental initiatives broadcast on the radio and TV such as Planeta Sustentável and Projeto Verão, totaling R$ 9.1 million;

 

·      Increase of R$7.5 million related to the fleet renewal program, though leasing; and

 

·      Public and Private Partnership Agreement of the Alto Tietê Production System, with an increase of R$ 6.4 million as expected for the second year of the contract and start-up in September 2011, increasing the water production capacity from 10m3/s to 15m3/s.

 

 

5.5. Electric power

 

In 1Q12, this item increased R$ 9.0 million, or 6.4%, from R$ 141.3 million to R$ 150.3 million, associated to the increase in consumption, the average tariff and the billed volume, due to the increase in production/treatment and the increase of operational stations.

 

5.6. General expenses

 

In 1Q12 general expenses increased R$ 40.3 million or 31.6%, from R$ 127.5 million to R$ 167.8 million, due to:

 

·      Increase in provision for legal contingencies in relation to 1Q11, amounting to R$ 36.2 million; and

 

·      Increase of R$6.0 million in the provision for the municipal fund pursuant to the Service Agreement with the municipal government of São Paulo, due to higher revenue from the municipal government of São Paulo.

 

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Comments on the Company’s Performance

5.7. Depreciation and amortization

 

This item decreased R$ 41.6 million or 18.2%, from R$ 228.1 million to R$ 186.5 million, due to the amortization term adjustment between the asset’s useful life and the contract effectiveness, whichever is the shortest one, and the increased transfer of works in progress to operation in 2011. The main adjustment refers to the amortization of intangible assets related to the Service Agreement with the municipal government of São Paulo, non-recurring for the coming quarters.

 

5.8. Credit write-offs

 

In 1Q12 credit write-offs increased R$ 5.7 million or 17.2%, from R$ 33.1 million to R$ 38.8 million, mainly due to higher provisions of debits related to public entities.

 

5.9. Tax expenses

 

In 1Q12 tax expenses grew R$ 7.6 million or 27.7%, due to the payment of the Municipal Real Estate Tax – IPTU, mainly in the São Paulo municipality, in the amount of R$ 5.7 million.

 

 

6.Other operating revenues and expenses

 

6.1. Other operating revenues

 

Other operating revenues increased R$ 6.1 million or 105.2% in 1Q12, chiefly due to the recognition, on an accrual basis, of part of the funds received from the São Paulo state government for adhesion to the agreement of Alienation of Exclusivity Rights for deposits of Sabesp’s employees' payments  from March 2007 to March 2014 with Nossa Caixa and Banco do Brasil and revenue from contractual fines with suppliers.

 

 

7.Financial revenues and expenses

 

R$ million

 

1Q11

1Q12

Var.

%

Financial expenses

 

 

 

 

Interest and charges on domestic loans and financing

120.1

82.2

(37.9)

(31.6)

Interest and charges on international loans and financing

19.3

20.0

0.7

3.6

Interest rate over lawsuit

28.8

52.5

23.7

82.3

Other financial expenses

8.3

15.8

7.5

90.4

Total financial expenses

176.5

170.5

(6.0)

(3.4)

Financial revenues

78.8

75.8

(3.0)

(3.8)

Financial expenses net of revenues

97.7

94.7

(3.0)

(3.1)

 

7.1. Financial expenses

 

In 1Q12 financial expenses dropped R$ 6.0 million, or 3.4%.The main factors that influenced this result were:

 

·      Decrease in interest by R$ 37.9 million on domestic loans and financing, mainly due to the amortization of the 8th and 9th debenture in June and October 2011, respectively; and

 

·         Higher financial expenses arising from higher incidence of interest related to lawsuits against suppliers in the amount of R$23.7 million.

 

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Comments on the Company’s Performance

7.2. Financial revenues

 

Financial revenues decreased by R$ 3.0 million, due to the gradual reduction of the market interest rates obtained in financial investments.

 

8.Monetary variation on assets and liabilities

 

R$ million

 

1Q11

1Q12

Var.

%

Monetary variation on loans and financing

19.8  

8.5

(11.3)

(57.1)

Currency exchange variation on loans and financing

(69.1)

(159.2)

(90.1)

130.4

Other monetary/exchange rate variations

14.5

22.5

8.0

55.2

Variation on Liabilities

(34.8)

(128.2)

(93.4)

268.4

Variation on assets

12.2

11.5

(0.7)

(5.7)

Net Variation

(47.0)

(139.7)

(92.7)

197.2

 

8.1. Monetary variation on liabilities

 

The effect on the monetary variation on liabilities in 1Q12 was R$ 93.4 million lower than in 1Q11, due to:

 

·      Reduction of R$90.1 million arising from the 9.05% depreciation of the yen (reference currency in JICA agreements) in 1Q12 versus a 4.34% depreciation in 1Q11;

 

·      Decline of R$11.3 million resulting from the 0.62% variation in the IGPM (the debentures’ index) in 1Q12, versus a 2.43% variation in 1Q11;

 

·      Increase in the amount of other financial expenses relating to lawsuits in the amount of R$6.1 million; and

 

·      Monetary restatements of the commitments arising from program agreements, totaling R$ 1.4 million.

 

 

9.Operating indicators

 

In 1Q12, water loss remained practically stable, with a slight 1% variation over December 2011, 1.9% below March 2011 index.

 

Operating indicators*

1Q11

1Q12

%

Water connections (1)

7,332

7,526

2.6

Sewage connections (1)

5,758

5,965

3.6

Population directly served - water (2)

23.7

24.0

1.3

Population directly served - sewage (2)

20.1

20.6

2.5

Number of employees

15,153

14,725

(2.8)

Water volume produced (3)

755

770

2.0

Water losses (%)

26.2

25.7

(1.9)

 

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

(2)   In millions of inhabitants, at the end of the period, excluding wholesale supply

(3)   In millions m³ accumulated at the end of the period

* Unaudited 

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Notes to the Financial Statements 

 
 

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

 

 

1.     OPERATIONS

 

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

 

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

 

On March 31, 2012, the company operates water and sewage services in 363 of municipalities of the State of São Paulo, having temporarily discontinued operations in five of these municipalities, Araçoiaba da Serra, Iperó, Cajobi, Álvares Florense and Macatuba, due to judicial orders under ongoing lawsuits. Most of these municipalities operations are based on 30-year concession agreements. As of March 31, 2012, 96 concessions had expired and are being negotiated. From 2012 to 2033, 39 concessions will expire, and the remaining concessions operate on rollover basis. These concessions with indefinite terms and expired concessions under negotiation are amortized over the useful lives of the underlying assets. By March 31, 2012, 228 contracts were signed (225 contracts on December 31,2011).

 

Management believes that all concessions expired and not yet renewed will result in new contracts or contract extensions, disregarding the risk of discontinuity in the provision of municipal water supply and sewage services. On March 31, 2012, the carrying amount of  intangible assets applied in 96 municipalities under negotiation totals R$6,090 million, accounting for 29.47% of total and gross revenue from these municipalities totals R$665.3 million, accounting for 24.18% of total.

 

Company’s operations are concentrated in the municipality of São Paulo, which accounts for 53.5% of gross revenue in March 2012 (December 2011 – 55.11%).

 

On June 23, 2010 the State of São Paulo through its Governor, the municipal government of São Paulo, represented by its mayor, SABESP and Regulatory Agency of Sanitation and Energy– ARSESP as intervening and consenting parties entered into an agreement to share the responsibility for the water supply and sewage services in the capital city of São Paulo for the next 30 years, renewable for same period. In addition, SABESP is the sole supplier of these services and ARSESP is liable for regulation, including tariffs, control and inspection of services.

 

Also, the “Water Supply and Sewage Public Utility Services Agreement” was signed on June 23, 2010. This agreement was signed between the State of São Paulo, the municipal government of São Paulo and SABESP for a 30-year period, renewable for same period, including the following activities:

 

i. protection of springs in collaboration with other state and municipal authorities;

ii. capture, transportation and treatment of raw water;;

iii. collection, transportation, treatment and final dispose of  sanitary sewage; and

iv. adoption of other basic and environmental sanitation actions.

 

In the municipality of Santos, in the Baixada Santista region, which has a significant population, the Company operates supported by a public authorization deed, a similar situation in other municipalities in that region and in the Ribeira valley, where the Company started to operate after the merger of the companies that it is made up of.

 

Concessions renewals occur based on Law 11.445, enacted on January 5, 2007, which establishes the basic sanitation regulatory framework, providing for the nationwide guidelines and basic principles for the provision of such services, such as social control, transparency, the integration of sanitation infrastructure, water resources management, and the articulation between industry policies and public policies for urban and regional development, housing, suppression of poverty, promotion of health and environmental protection, and other related issues.

 

The Company’s shares have been listed on the “Novo Mercado” (New Market) segment of the BOVESPA (São Paulo Stock Exchange) since April 2002, and on the New York Stock Exchange (NYSE) as ADRs since May 2002.

 

 

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Notes to the Financial Statements 

 

 

Since 2008, the Company has been setting up partnerships with other companies, which resulted in the following companies: Sesamm, Águas de Andradina, Saneaqua Mairinque, Aquapolo Ambiental, Águas de Castilho and Attend Ambiental. Although SABESP has no majority interest in the capital stock of these companies, the shareholders’ agreements provide for the power of veto and casting vote in certain issues jointly with associates, indicating the shared control in the management of investees. For the purposes of accounting classification in the financial statements, these companies are considered "joint ventures”, under the criteria of CPC 19.

 

These consolidated financial statements were approved by the Board of Directors on May 10, 2012.

 

 

2.     PRESENTATION OF THE QUARTERLY FINANCIAL STATEMENTS

 

(i)     Presentation of the Quarterly Information

 

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

 

(ii)    Parent Company and Consolidated Financial Information

 

The parent company financial information has been disclosed together with the consolidated financial information and were prepared based on CPC 21 provisions applicable to the preparation of the Quarterly Financial Information – ITR and presented consistently with the standards issued by CVM and with Note 2 of the Annual Financial Statements as of December 31, 2011.

 

The consolidated financial statements  include the financial statements of the Company and its investees: Sesamm – Serviços de Saneamento de Mogi Mirim S/A, Águas de Andradina S.A., Águas de Castilho, Saneaqua Mairinque S.A., Aquapolo Ambiental and Attend Ambiental, which were proportionally consolidated according to the equity interest over its investees. The Company shares the control of its investees, which has the same fiscal year basis. The accounting policies of its investees are consistent with the accounting policies adopted by the Company. The consolidation processes of assets, liabilities and statement of incomes add the assets, liabilities, revenues and expenses, according to the nature, complemented by the elimination of the shares hold by the parent company in the equity and statement of income of the investees.

 

Although SABESP has no majority shares of its investees, the shareholders’ agreement provides for the power of veto and casting vote in certain management issues, indicating participating shared control. Therefore, the financial statements were proportionally consolidated

 

These are the consolidated companies:

 

Sesamm

 

On August 15, 2008, the Company, together with the companies OHL Médio Ambiente, Inima S.A.U. Unipersonal ("Inima"), Técnicas y Gestión Medioambiental S.A.U. ("TGM") and Estudos Técnicos e Projetos ETEP Ltda. ("ETEP") incorporated the company Serviços de Saneamento de Mogi Mirim S.A. - SESAMM ("SESAMM"), for a period of 30 years from the date the concession agreement with the municipality of Mogi Mirim for the purpose of providing complementary services to the sewage diversion system and implementing and operating sewage treatment system in the municipality of Mogi Mirim, including the disposal of solid waste.

 

SESAMM's capital as of March 31, 2012 totaled R$ 19,532, and was represented by 19,532,409 registered shares without a par value. SABESP holds 36% of its equity interest and Inima holds another 46% of its equity interest. The Company concluded that both, SABESP and Inima, have joint control over SESAMM. Accordingly, SABESP records their interest over SESAMM applying the proportional consolidation method, equivalent to the 36% of SESAMM's assets and liabilities, revenues and expenses

 

On March 31, 2012, SESAMM´s operations had not been started yet.

 

 

 

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Version : 1

 

Notes to the Financial Statements 

 
 

Águas de Andradina

 

On September 15, 2010, the Company, together with the company Companhia de Águas do Brasil – Cab Ambiental incorporated the company Águas de Andradina S.A., with indefinite term, for the purpose of providing water supply and sewage services to the municipality of Andradina.

 

On March 31, 2012, the company’s capital was R$2,908 represented by 2,908,085 registered  common shares without a par value. SABESP holds 30% of its equity interest.

 

The operations started in October, 2010.

 

Saneaqua Mairinque

 

On June 14, 2010, the Company, together with the company Foz do Brasil S.A. incorporated the company Saneaqua Mairinque S.A., with indefinite term, for the purpose of exploring the public utility of water supply and sewage services to the municipality of Mairinque.

 

On March 31, 2012, the company’s capital was R$2,000, represented by 2,000,000 registered common shares without a par value. SABESP holds 30% of its equity interest.

 

The operations started in October, 2010.

 

Aquapolo Ambiental S.A.

 

On October 8, 2009, the Company, together with the company Foz do Brasil S.A. incorporated the company Aquapolo Ambiental S.A., for the purpose of producing, providing and trading reused water for Quattor Química S.A., Quattor Petriquímica S.A., Quattor Participações S.A. and other companies comprising the Petrochemical Complex.

 

On March 31, 2012, the company’s capital was R$36,412, represented by 42,419,045 registered common shares without a par value. SABESP holds 49% of its equity interest.

 

Startup is scheduled for August, 2012.

 

Águas de Castilho

 

On October 29, 2010, the Company, together with the company Águas do Brasil – Cab Ambiental, incorporated the company Águas de Castilho, for the purpose of providing water supply and sewage services to the municipality of Castilho. The capital of Águas de Castilho totaled R$ 622, and was represented by 622,160 registered shares without a par value. SABESP holds 30% of its equity interest.

 

The operations started in January, 2011.

 

Attend Ambiental

 

On August 23, 2010, the Company together with Companhia Estre Ambiental S.A, incorporated the company Attend Ambiental S.A, for constructing and operating a pretreatment of non-domestic effluent station, mud transportation and related services in the city of São Paulo as well as implement similar infrastructures in other areas in Brazil and abroad. The capital totaled R$ 2,000, and it is represented by 2,000,000 registered common shares without a par value. SABESP holds 45% of its equity interest.

 

Attend is at a pre-operational phase and its startup is scheduled for December 2012.

 

Below, a summary of SABESP’S interest in the financial statements of these investees:

 

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Version : 1

 

Notes to the Financial Statements 

 

 

 

3/31/2012

 

 

SESAMM

36%

ÁGUAS DE ANDRADINA 30%

ÁGUAS DE CASTILHO 30%

SANEAQUA MAIRINQUE

30%

AQUAPOLO AMBIENTAL 49%

ATTEND AMBIENTAL

45%

 

 

 

 

 

 

 

Current Assets

2,911

376

153

495

5,172

4,543

Non-current Assets

16,600

1,428

449

211

193,359

568

 

 

 

 

 

 

 

Current Liabilities

984

769

230

277

13,616

182

Non-Current Liabilities

13,047

375

138

20

171,336

5,130

Shareholders’ Equity

5,480

660

234

409

13,579

(201)

 

 

 

12/31/2011

 

SESAMM 36%

ÁGUAS DE ANDRADINA 30%

ÁGUAS DE CASTILHO 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49%

ATTEND AMBIENTAL 45%

 

 

 

 

 

 

 

Current Assets

2,658

360

133

561

12,424

5,003

Non-current Assets

14,447

1,300

423

164

180,717

223

 

 

 

 

 

 

 

Current Liabilities

832

815

256

228

10,262

127

Non-Current Liabilities

11,120

84

47

28

167,498

5,130

Shareholders’ Equity

5,153

761

253

469

15,381

(31)

 

 

 

3/31/2012

 

SESAMM 36%

ÁGUAS DE ANDRADINA 30%

ÁGUAS DE CASTILHO 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49%

ATTEND AMBIENTAL 45%

 

 

 

 

 

 

 

Operating revenue

5,823

4,046

895

652

-

-

Operating expense

(5,482)

(4,259)

(855)

(719)

(1,802)

(287)

Net financial income

52

43

8

7

-

118

Income (loss) for the period

393

(170)

48

(60)

(1,802)

(169)

 

 

 

3/31/2011

 

SESAMM 36%

ÁGUAS DE ANDRADINA 30%

ÁGUAS DE CASTILHO 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49%

ATTEND AMBIENTAL 45%

 

 

 

 

 

 

 

Operating revenue

-

493

27

567

-

-

Operating expense

(229)

(512)

(97)

(498)

(391)

(362)

Net financial income

12

-

-

11

-

13

Income (loss) for the period

(217)

(19)

(70)

80

(391)

(349)

 

 

 

2.1   Accounting policies

 

The accounting policies used in the preparation of the quarterly financial information for the quarter ended March 31, 2012 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2011. These policies are disclosed in Note 3 in the Annual Financial Statements.

 

2.2   New standards and changes to standards that are not yet in force

 

There are no new CPCs/IFRS or interpretations applicable for the first time this quarter to have adverse effects on the Company. For more information, see Notes 4.1 and 4.2 of the annual financial statements of December 31, 2011.

 

 

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Version : 1

 

Notes to the Financial Statements 

 

 

3. FINANCIAL RISK MANAGEMENT

 

3.1 Financial Risk Factors

 

The Company’s operations are affected by the Brazilian economic scenario, especially foreign exchange variations, inflation and interest rates, exposing it to market risk, such as exchange rate, interest rate, credit risk and liquidity risk. The Company’s global risk management is focused on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

 

The Company has not used derivative financial instruments, although may contract forward foreign exchange operations and financing in Reais to reduce the foreign exchange risk.

 

(a)    Market Risk

 

Foreign Exchange Risk

 

SABESP's foreign exchange exposure implies market risks related to real currency fluctuations against the U.S. dollar and Yen. SABESP's liabilities denominated in foreign currency include loans denominated in U.S. dollars and Yen, mostly.

 

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

 

SABESP’s specific foreign exchange risks are related to exposures caused by its short and long-term foreign currency-denominated debt.

 

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

 

This risk arises from the possibility that the Company may incur losses due to exchange rate fluctuations that would impact liability balances of foreign currency-denominated loans and financing raised in the market and related financial expenses. The Company does not maintain hedge or swap contracts to hedge against this risk, but conducts an active management of debt, taking advantage of opportunities to swap expensive debts with “cheaper” debts, reducing the cost through early maturity.

 

A significant amount of the Company’s financial debt is indexed to the U.S. dollar and Yen, in the total amount of R$2,891.8 million on March 31, 2012 (R$3,053.4 million on December 31, 2011). The Company’s exposure to foreign exchange risk is the following:

 

 

3/31/2012

 

3/31/2011

 

Foreign currency

 

R$

 

Foreign currency

 

R$

 

 

 

 

 

 

 

 

Loans and financing – US$

1,110,522

 

2,023,482

 

1,082,277

 

1,762,705

Loans and financing – Yen

38,465,554

 

850,473

 

40,489,000

 

793,989

Loans and financing interest and charges - US$

 

 

30,750

 

 

 

30,511

Loans and financing interest and charges - Yen

 

 

2,057

 

 

 

577

Borrowing costs

 

 

(14,986)

 

 

 

(12,017)

 

 

 

 

 

 

 

 

TOTAL

 

 

2,891,776

 

 

 

2,575,765

 

 

On March 31, 2012, if Real had appreciated or depreciated by 10% compared to the U.S. dollar and the Yen with all other variables kept afloat, the effect on income after taxes and shareholders’ equity for the period would have been approximately R$191,846 (March 2011– R$170,793), mainly as a result of foreign currency gains or losses with the conversion of foreign currency-denominated loans.

 

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Version : 1

 

Notes to the Financial Statements 

 
 

 

Simulation of appreciation/depreciation of the Real by 10%

3/31/2012

3/31/2011

Foreign currency-denominated loans and interest rates

2,906,762

2,587,782

U.S. Dollar/Yen variation

10%

10%

Appreciation or depreciation of the Real

290,676

258,778

Income Tax/Social Contribution Rate

34%

34%

Income tax /Social Contribution

98,830

87,985

Appreciation or depreciation of the Real, net of taxes.

191,846

170,793

 

Interest rate risk

 

This risk derives from the possibility that the Company may incur in losses due to interest rate fluctuations that increase financial expenses related to loans and financing.

 

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

 

Below, the Company’s loans and financing expressed in Reais subject to variable interest rate:

 

 

3/31/2012

 

12/31/2011

UPR(i)

2,273,662

 

2,364,126

CDI(ii)

1,306,793

 

1,882,341

TJLP(iv)

885,243

 

886,138

IPCA(v)

675,106

 

187,697

Leasing

84,271

 

49,609

 

 

 

 

Total loans and financing in local currency

5,225,075

 

5,369,911

 

(i) UPR - Reference Standard Unit

(ii) CDI - Interbank Deposit Certificate

(iii) IGP-M - General Market Price Index

(iv) TJLP – Long-Term Interest Rate

(v) IPCA – Extended Consumer Price Index

 

Another risk faced by the Company is the non-correlation between the monetary adjustment indexes of its debt and services revenues. Water supply and sewage treatment tariff adjustment do not necessarily follow the increases in loans and financing adjustment indexes and interest rates affecting the Company’s debt.

 

On March 31, 2012, if Reais-denominated loans interest rates had changed around 1%, with all other variables kept afloat, the effect on income after taxes would have been approximately R$34,485 (2011 – R$36,589), mainly as a result of lower or higher interest expenses in variable rate loans.

 

(b)    Credit risk

 

The credit risk results from cash equivalents, bank deposits and financial institutions, as well as credit exposure to customers, including outstanding accounts receivable. By force of law, the Company shall invest its cash surplus exclusively with Banco do Brasil (rating AA+(bra)). The credit risks are mitigated by sales to a widely and geographically spread customer base.

 

The maximum exposure to credit risk on the reporting date is the carrying amount of securities classified as cash equivalents, deposits at Banks and financial institutions, trade accounts receivable, balances with related parties and indemnities on the balance sheet date. Notes 5 to 9.

 

(c)    Liquidity Risk

 

The Company’s liquidity mainly relies on cash generated by operating activities, loans with financial institutions of the state and federal governments and financing in the local and international markets. The liquidity risk management considers the assessment of liquidity requirements to ensure that the Company has enough cash to meet its operating and capital expenditures.

 

 

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Notes to the Financial Statements 

 
 

The cash surplus held by the Company is invested in interest-bearing current accounts, time deposits, short-term deposits and marketable securities, electing instruments with proper maturities or sufficient liquidity to provide enough margin as determined by aforementioned estimates.

 

The table below analyzes the Company’s financial liabilities, by maturity dates, including the amounts of principal and interest rates to be paid in accordance with contractual clauses.

 

 

 

 

April to December 2012

 

2013

 

2014, 2015 and 2016

 

2017 onwards

 

Total

On March 31, 2012

 

 

 

 

 

 

 

 

 

Loans and financing

1,196,580

 

1,544,771

 

3,390,796

 

5,834,508

 

11,966,655

Contractors and suppliers

207,118

 

-

 

-

 

-

 

207,118

Services payable

307,110

 

-

 

-

 

-

 

307,110

 

 

 

2012

 

2013

 

2014, 2015 and 2016

 

2017 onwards

 

Total

On December 31, 2011

 

 

 

 

 

 

 

 

 

Loans and financing

2,115,837

 

1,689,526

 

3,008,577

 

5,162,889

 

11,976,829

Contractors and suppliers

255,557

 

-

 

-

 

-

 

255,557

Services payable

383,116

 

-

 

-

 

-

 

383,116

 

 

There are no collaterals provided by the Company to be disclosed.

 

(d)    Sensitivity analysis

 

We present as follows a chart that shows the sensitivity analysis of the financial instruments, prepared in accordance with CVM Rule 475/2008 in order to evidence the balances of main financial liabilities, calculated at a rate projected until the final settlement of each contract, converted into market value (Scenario I) with 25% appreciation (Scenario II) and 50% appreciation (Scenario III).

 

This sensitivity analysis has as objective to measure the impact of changes in market variables over said financial instruments of the Company, considering constant all other market indicators. These amounts, when settled, may differ from those evidenced above, due to estimates applied in its preparation process.

 

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Version : 1

 

Notes to the Financial Statements 

 
 

 

3/31/2012

Financial Instruments

Risk

Scenario I

R$

Scenario II – 25%

R$

Scenario III – 50%

R$

Financial Liability

Loans and Financing

 

 

 

 

Banco do Brasil, CEF (i)

TR increase

1,791,540,579

2,078,687,983

2,446,410,526

Debentures (ii)

TJLP increase

335,810,995

376,284,303

409,245,280

Debentures (ii)

CDI increase

1,304,622,421

1,365,450,511

1,429,453,243

Debentures (ii)

IPCA increase

545,838,958

572,157,869

583,465,485

Debentures (ii)

TR increase

393,033,995

432,004,385

477,803,322

IDB, IBRD and Eurobonds (iii)

US$ increase

2,140,428,893

2,452,328,866

2,764,228,839

JICA (iv)

Yen increase

975,699,694

1,219,624,618

1,463,549,541

 

 

(i)     The contracts with Banco do Brasil and CEF were projected until final maturity, at contractual rates (Projected TR + spread) and discounted at present value by TR x DI, both rates were obtained from BM&F. For scenarios II and III, a deterioration of 25% and 50%, respectively, was considered in discount rates; 

 

(ii)    Debentures were projected until final maturity date (IPCA, DI, TJLP or TR) discounted at present value at forward market of interest rates, published by ANBIMA in the secondary market and March 31, 2012 as reference date and the Company’s securities traded in the domestic market. For scenarios II and III we considered a deterioration of 25% and 50%, respectively, in discount rates. For debentures indexed to DI, a sensitivity analysis was conducted based on 25% and 50% increase of DI market’s curve.

 

(iii)   Contracts with IDB, IBRD were projected until final maturity in original currency, using the contractual interest rates, discounted at present value using forward Libor rate at Bloomberg. Eurobonds were priced at market value according to the quotes published by Bloomberg. All amounts obtained were converted into Reais at the exchange rate on March 31, 2012. For Scenarios II and III, we considered 25% and 50% increases, respectively, in exchange rates.

 

(iv)   The contracts with JICA were projected until the final maturity in original currency, using the interest rates contracted and discounted at present value, using forward Tibor rate at Bloomberg. The amounts obtained were converted into Reais using the exchange rate on March 31, 2012. For Scenarios II and III were considered 25% and 50% increases, respectively, in exchange rates.

 

(e)    Credit quality of the financial assets

 

The credit quality of the financial assets that are not past due or are subject to provision for impairment may be assessed by reference to the external credit ratings (if any) or to the historic information on default ratio of the counterparties. For the credit quality of the counterparties which are financial institutions, such as deposits and financial investments, the Company considers the lowest rating of the counterparty disclosed by the three main international credit rating agencies (Moody’s, Fitch and S&P), pursuant to in-house policy for market risk management:

 

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Version : 1

 

Notes to the Financial Statements 

 
 

 

PARENT COMPANY

 

 

3/31/2012

 

 

12/31/2011

 

 

 

 

Current account and short-term bank deposits

 

 

 

brAAA

18,544

 

38,058

brAA+

1,991,591

 

2,102,304

Other (*)

1,237

 

1,717

 

2,011,372

 

2,142,079

 

(*) Current accounts and investment funds at banks are included in this category, which are not rated by the three rating agencies used by the Company.

 

Below, a table with the rating assessment of counterparties financial institutions with which the Company conducted business during the period:

 

Counterparty

Fitch

 

Moody's

 

Standard Poor's

 

 

 

 

 

 

Banco do Brasil S.A.

AA+(bra)

 

Aaa.br

 

brAAA

Banco Santander Brasil S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Caixa Econômica Federal

AA+ (bra)

 

Aaa.br

 

-

Banco Bradesco S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

 

Aaa.br

 

AAAbr

 

3.2   Capital management

 

The Company’s objectives when managing its capital are to safeguard its capacity of continuing offering return to shareholders and benefits to the other stakeholders, in addition to maintaining an ideal capital structure to reduce this cost.

 

The Company monitors capital based on financial leverage ratios. This ratio corresponds to the net debt divided by total capital. The net debt, in turn, corresponds to total loans and financing less cash and cash equivalents. Total capital is calculated through the sum of shareholders’ equity, as evidenced in parent company’s balance sheet, with net debt.

 

 

PARENT COMPANY

 

 

3/31/2012

 

 

12/31/2011

 

 

 

 

Total loans and financing

8,116,851

 

8,423,332

Less: cash and cash equivalents

(2,011,372)

 

(2,142,079)

 

 

 

 

Net debt

6,105,479

 

6,281,253

Total equity capital

11,037,809

 

10,545,896

 

 

 

 

Total Capital

17,143,288

 

16,827,149

 

 

 

 

Leverage Ratio

36%

 

37%

 

 

 

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Notes to the Financial Statements 

 
 

 

CONSOLIDATED

 

 

3/31/2012

 

 

12/31/2011

 

 

 

 

Total loans and financing

8,295,285

 

8,596,295

Less: cash and cash equivalents

(2,019,264)

 

(2,149,989)

 

 

 

 

Net debt

6,276,021

 

6,446,306

Total equity capital

11,037,809

 

10,545,896

 

 

 

 

Total Capital

17,313,830

 

16,992,202

 

 

 

 

Leverage Ratio

36%

 

37%

 

 

On March 31, 2012, the leverage ratio of the Company was reduced to 36.0%, as compared to 37.0% on December 31, 2011, due to the increase in equity capital deriving from income verified in the quarter.

 

3.3   Fair value estimate

 

We presuppose that balances of trade accounts receivable and accounts payable to suppliers by carrying amount, less impairment, approximate their fair values.

 

The fair value was measured in accordance with the following hierarchy of fair value measurement:

 

·            Quoted prices (not adjusted) in active markets for identical assets and liabilities (level 1).

 

·            Information, in addition to prices quoted included in level 1, which are adopted by the market for assets or liabilities, whether directly, such as prices, or indirectly, derived from prices (level 2).

 

·            Inserts for asset or liability that are not based on data adopted by the market, i.e. non observable inserts (level 3).

 

The single financial instrument measured at fair value by the Company is represented by short-term investments in bank deposit certificates (CDB), classified as cash equivalents, in the amounts of R$1,956,664 and R$2,027,785 on March 31, 2012 and December 31, 2011 (parent company) and R$1,964,356 and R$2,031,122 on March 31, 2012 and December 31, 2011 (consolidated), respectively. These investments are financial assets measured at fair value through profit or loss, measured in accordance with level 2.

 

3.4   Financial instruments 

 

The Company operates with several financial instruments, pointing out cash and cash equivalents, including financial investments, and loans and financing as described below.

 

Estimated fair values of financial instruments are the following:

 

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Notes to the Financial Statements 

 
 

 

 

PARENT COMMPANY

 

3/31/2012

 

12/31/2011

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Financial assets

 

 

 

 

 

 

 

Cash and cash equivalents

2,011,372

 

2,011,372

 

2,142,079

 

2,142,079

Restricted cash

84,998

 

84,998

 

99,729

 

99,729

Trade accounts receivable, net

1,430,070

 

1,430,070

 

1,405,728

 

1,405,728

Balances with related parties, net

338,972

 

338,972

 

355,621

 

355,621

Judicial deposits

50,445

 

50,445

 

54,178

 

54,178

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Loans and financing

8,116,851

 

8,070,149

 

8,423,332

 

8,368,632

Contractors and suppliers

194,867

 

194,867

 

244,658

 

244,658

 

 

 

CONSOLIDATED

 

3/31/2012

 

12/31/2011

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Financial assets

 

 

 

 

 

 

 

Cash and cash equivalents

2,019,264

 

2,019,264

 

2,149,989

 

2,149,989

Restricted cash

84,998

 

84,998

 

99,729

 

99,729

Trade accounts receivable, net

1,430,726

 

1,430,726

 

1,406,372

 

1,406,372

Balances with related parties, net

338,972

 

338,972

 

355,621

 

355,621

Judicial deposits

50,445

 

50,445

 

54,178

 

54,178

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Loans and financing

8,295,285

 

8,206,379

 

8,596,295

 

8,500,515

Contractors and suppliers

207,118

 

207,118

 

255,557

 

255,557

 

 

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

 

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

 

(ii)      Debentures were projected until final maturity date (IPCA, DI, TJLP or TR) discounted at present value at forward market of interest rates published by ANBIMA in the secondary market and March 31, 2012 as reference date and the Company’s securities traded in the domestic market.

 

(iii)     Financing – BNDES are instruments considered by face value adjusted until maturity date, which are indexed by TJLP, which is a specific mode not compared to any other market rate. Therefore, the Company has elected to report as market value the amount recorded on March 31, 2012.

 

(iv)   Other financing in domestic currency is considered by face value adjusted until maturity date, discounted at present value using the forward market of interest rates. Forward rates were obtained at BM&F Bovespa website.

 

(v)    The contracts with IDB, IBRD were projected until final maturity in original currency, using contractual interest rates and discounted at present value applying forward Libor rate at Bloomberg. Eurobonds contracts were priced by market quote published by Bloomberg. All the amounts obtained were converted into Reais at the exchange rate of March 31,2012.

 

(vi)   The contracts with JICA were projected until final maturity in original currency, using contractual interest rates and discounted at present value, applying forward Tibor rate at Bloomberg. The amounts obtained were converted into Reais at the exchange rate of March 31, 2012.

  

(vii)  Leasing is an instrument considered by its face value updated until maturity date and indexed by a contractual fixed rate, which is a specific mode not be compared to any other market rate. Therefore, the Company reports as market value the amount recorded on March 31, 2012.

 

 

 

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Version : 1

 

Notes to the Financial Statements 

 

 

4.     MAIN ACCOUNTING JUDGMENTS AND ESTIMATES   

 

The estimates and judgments are continuously evaluated based on the historical experience and other factors, including the expectations of future events believed to be reasonable under the circumstances. There was no change in relation to the Annual Financial Statements on December 31, 2011, according to Note 5.

 

 

5. CASH & CASH EQUIVALENTS

 

 

PARENT COMPANY

 

CONSOLIDATED

 

3/31/2012

12/31/2011

 

3/31/2012

12/31/2011

Cash and Banks

54,708

114,794

54,908

118,867

Cash Equivalents

1,956,664

2,027,285

 

1,964,356

2,031,122

 

2,011,372

2,142,079

 

2,019,264

2,149,989

 

 

The variation in the period from January to March 2012 derives from operating cash flow of the Company’s activities.

 

In March, the average yield of financial investments corresponds to 100.19% of CDI.

 

 

6.     RESTRICTED CASH

 

On March 31, 2012, the Company recorded restricted cash, in current assets, in the amount of R$84,998, of which R$5,003 refer to BNDES collateral and R$79,531 refer to the collection deriving from services rendered to parties related to the municipal government of São Paulo, net of taxes. These funds should be reinvested in the water and sewage systems of the City of São Paulo.

 

The variation occurred in the period from January to March 2012, when compared to the Financial Statements of December 31, 2011, mainly refers to the decrease in the balance of the São Paulo Municipal Government’s account.

 

 

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Version : 1

 

Notes to the Financial Statements 

 
 

7.     TRADE ACCOUNTS RECEIVABLE

 

(a)    Equity balances

 

 

PARENT COMPANY

 

 

3/31/2012

 

12/31/2011

Private sector

 

 

 

General and special customers (i) (ii)

900,621

 

885,203

Agreements (iii)

254,995

 

249,929

 

 

 

 

 

1,155,616

 

1,135,132

Government entities

 

 

 

Municipal

608,230

 

578,463

Federal

3,023

 

2,517

Agreements (iii)

178,279

 

182,381

 

 

 

 

 

789,532

 

763,361

Wholesale customers - Municipal Administration: (iv)

 

 

 

Guarulhos

529,007

 

513,218

Mauá

251,302

 

244,204

Mogi das Cruzes

14,936

 

14,864

Santo André

564,854

 

547,764

São Caetano do Sul

3,741

 

1,955

Diadema

169,059

 

164,337

 

 

 

 

Wholesale total - Municipal Governments

1,532,899

 

1,486,342

 

 

 

 

Unbilled supply

470,682

 

457,321

 

 

 

 

Subtotal

3,948,729

 

3,842,156

Allowance for doubtful accounts

(2,518,659)

 

(2,436,428)

 

 

 

 

Total

1,430,070

 

1,405,728

 

 

 

 

Current

1,107,220

 

1,072,015

Non-current (v)

322,850

 

333,713

 

 

In the period between January to March 2012, there was no relevant changes in the operations presented in the financial statements of December 31, 2011.

 

The consolidated balance totals the amount of R$1,430,751 (December 2011 – R$1,406,372), and the difference of R$681 (December 2011 – R$644) in relation to the balance of the parent company, referring to accounts receivable from investees, Aguas de Andradina, R$358, Saneaqua Mairinque, R$175, and Aguas de Castilho R$148.

 

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

 

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

 

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

 

(iv)   Wholesale - municipal governments - The balance of trade accounts receivable at wholesale refers to the sale of treated water to the municipalities which are liable for distribution, billing and collection with end consumers. Few municipalities contest at court the tariffs charged by SABESP and do not pay the amounts under litigation. The past due amounts that are substantially included in the allowance for doubtful accounts are classified under non-current assets.

 

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Version : 1

 

Notes to the Financial Statements 

 
 

 

 

3/31/2012

 

12/31/2011

Balance at the beginning of period

1,486,342

 

1,343,445

Billing for services rendered

95,931

 

340,068

Collections - current year’s services

(12,204)

 

(167,024)

Collections - previous year’s services

(37,170)

 

(30,147)

Balance at the end of the period

1,532,899

 

1,486,342

 

 

 

 

Current

36,671

 

26,485

Non-current

1,496,228

 

1,459,857

 

(v)    The non-current amount consists of past-due and receivables and renegotiated with customers and past-due amounts related to the wholesale supply to municipal authorities and is recorded net of allowance for doubtful accounts.

 

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

 

 

3/31/2012

 

12/31/2011

 

 

 

 

Current

1,153,034

 

1,129,337

Past-due:

 

 

 

Up to 30 days

191,490

 

184,958

From 31 to 60 days

91,703

 

79,720

From 61 to 90 days

53,398

 

50,020

From 91 to 120 days

42,902

 

39,686

From 121 to 180 days

75,595

 

70,037

From 181 to 360 days

134,678

 

137,039

Over 360 days

2,205,929

 

2,151,359

 

 

 

 

Total accrued

2,795,695

 

2,712,819

 

 

 

 

Total

3,948,729

 

3,842,156

 

 

(c)    Allowance for doubtful accounts 

 

 

1Q12

 

1Q11

Previous balance

2,436,428

 

2,219,420

Private sector /government entities

23,385

 

15,330

Wholesale customers

58,846

 

50,146

 

 

 

 

Additions for the period

82,231

 

65,476

 

 

 

 

Balance

2,518,659

 

2,284,896

 

 

 

 

Current

1,171,918

 

1,104,315

Non-current

1,346,741

 

1,180,581

 

 

The Company recorded probable credit losses in accounts receivable verified in the first quarter of 2012, in the amount of R$38,762 (R$33,137 on March 31, 2011) of which R$15,377 (net of recoveries) written-off from accounts receivable (R$17,807 on March 31, 2011) under “Selling expenses” and R$58,846 (R$50,146 on March 31, 2011) directly deducted from licensee revenues, totaling R$82,231 (R$65,476 on March 31, 2011).

 

 

8.     BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

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

 

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

 

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Version : 1

 

Notes to the Financial Statements 

 
 

 

 

3/31/2012

 

12/31/2011

Accounts receivable

 

 

 

Current:

 

 

 

Water and Sewage Services (i)

120,330

 

116,441

GESP Agreement (iii), (iv) and (v)

31,894

 

41,360

Provision for losses (v)

(12,389)

 

(12,389)

Reimbursement of additional retirement and

 

 

 

pension benefits – GESP Agreement (ii) and (vi)

31,887

 

31,887

Reimbursement of supplementary retirement and pension

 

 

 

benefits paid - monthly flow (ii) and (vi)

4,933

 

8,034

 

 

 

 

Total current

176,655

 

185,333

 

 

 

 

Non-current

 

 

 

Reimbursement of supplementary retirement and pension

 

 

 

benefits paid - GESP Agreement (ii) and (vi)

162,317

 

170,288

 

 

 

 

Total non-current  

162,317

 

170,288

 

 

 

 

Total receivable from shareholder

338,972

 

355,621

 

 

 

 

Water and sewage services rendered

139,835

 

145,412

Reimbursement of additional pension

 

 

 

and retirement

199,137

 

210,209

 

 

 

 

Total

338,972

 

355,621

 

 

 

 

Interest on equity payable to related parties

153,368

 

153,368

 

 

 

1Q12

 

1Q11

Gross revenue from sales and services rendered

 

 

 

Water sales

54,476

 

48,551

Sewage services

48,124

 

43,153

Receivables from related parties

(108,698)

 

(96,455)

Financial income

54,839

 

61,346

 

 

In the period between January to March 2012, there were no relevant changes in relation to the operations reported in the financial statements of December 31, 2011.

 

(i)     Water and sewage services

 

The Company provides water supply and sewage collection services to the State Government and other Companies related thereto, under terms and conditions considered by Management as usual in the market, except as to the form of settlement of the credits that may occur under the conditions mentioned in items (iii), (iv) and (v).

 

(ii)    Reimbursement of supplementary retirement and pension benefits paid

 

It refers to additional amounts of retirement and pension plan benefits provided for in the State of São Paulo’s Law 4819/58 (“Benefits”) paid by the Company to former employees or retirees.

 

Pursuant to the Agreement referred to in (iii), GESP recognizes to be liable for the charges deriving from Benefits, provided that payment criteria are observed, established by the Personnel Expense State Department – DDPE, based on legal guidance provided by Legal Consulting of the Treasury Department and the State Attorney General’s Office – PGE.

 

As explained in item (vi) during the validation by Gesp of the amounts due to the Company due to Benefits, discrepancies were raised as to the calculation criteria and eligibility of Benefits applied by the Company.

 

On March 31, 2012 and December 31, 2011, 2,469 and 2,492 retirees, respectively, received additional retirement, and in the periods ended March 31, 2012 and December 31, 2011, the Company paid R$28,556 and R$124,421, respectively. There were 12 active employees on March 31, 2012, who will be eligible to these benefits upon retirement, as compared to 14 on December 31, 2011.

 

 

 

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Version : 1

 

Notes to the Financial Statements 

 
 

 

In January 2004, supplementary retirement and pension payments were transferred to the Treasury Department and would be made according to calculation criteria defined by PGE. Due to court decision, the responsibility for the payments returned to SABESP as originally established.

 

(iii)   Gesp Agreement

 

On December 11, 2001, the Company, GESP (through the State Department of Treasury Affairs, currently the Treasury Department) and the Department of Water and Electric Power – DAEE, and the Department of Water Resources, Sanitation and Works, currently, Department of Sanitation and Water Resources, as intervening party, entered into the Instrument of Recognition and Consolidation of Obligations, Payment Commitment and Other Covenants (“GESP Agreement”) aiming at solving pending issues between GESP and the Company related to water and sewage services as to Benefits.

 

In view of the strategic relevance of the reservoirs in Taiaçupeba, Jundiai, Biritiba, Paraitinga and Ponte Nova (“Reservoirs”), to guarantee the maintenance of water volume of Alto Tiete, the Company agreed to receive them as part of the reimbursement referring to the Benefits. The Reservoirs to be transferred to the Company by DAEE, which in turn would subrogate under credit the same amount with GESP. However, the Public Prosecution Office of the State of São Paulo contested the legal validity of this agreement, whose main argument is the lack of specific legislative authorization for the disposal of DAEE’s assets. The Company’s legal counsels assess the risk of losses as probable, if it does not obtain said legislative authorization, which would prevent the transfer of respective reservoirs as partial amortization of balance receivable.

 

(iv)   First Amendment to the Gesp Agreement

 

On March 22, 2004, the Company and the State Government amended the terms of the original Gesp Agreement, (1) consolidating and recognizing the amounts due by the State Government for water supply and sewage collection services rendered, monetarily adjusted until February 2004; (2) formally authorizing the offset of amounts due by the State Government with interest on equity declared by the Company and any other debit with the State Government as of December 31, 2003, monetarily adjusted until February 2004; and (3) defining the payment conditions of remaining liabilities of the State Government for the water supply and sewage collection services rendered.

 

(v)    Second Amendment to the Gesp Agreement

 

On December 28, 2007, the Company and the State of São Paulo through the Treasury Department signed the second amendment to the original GESP agreement agreeing with the installment payment of remaining balance of the First Amendment, amounting R$133,709 on November 30, 2007 to be paid in 60 monthly and consecutive installments, beginning on January 2, 2008. The amount of installments is monetarily adjusted according to the IPCA-IBGE variation, plus monthly interest of 0.5%.

 

The State Government and SABESP agreed to immediately resume the compliance with their mutual obligations under new assumptions: (a) implementation of an electronic account management system to facilitate and speed up the monitoring of payment processes and budget management procedures; (b) structuring of the Water Rational Use Program (PURA) to rationalize the consumption of water, water and sewage bills under the responsibility of the State Government; (c) establishment, by the State Government of budget criteria so as to avoid the reallocation of amounts to a specific water and sewage account as of 2008; (d) possibility of registering state authorities and entities in a delinquency system or reference file; (e) possibility of interrupting water supply to state authorities and entities in the event of failure to pay water and sewage bills.

 

(vi)   Third Amendment to the Gesp Agreement

 

On November 17, 2008, Gesp, Sabesp and DAEE, entered into the Third Amendment to the GESP Agreement, and acknowledged to owe to Sabesp the amount of R$915,251, monetarily adjusted until September, 2008 by IPCA-IBGE, corresponding to the Undisputed Amount, calculated by FIPECAFI (Institute Foundation of Accounting, Actuarial and Financial Researches). SABESP temporarily accepted the Reservoirs (see item (iii) above) as part of the payment of the Undisputed Amount and offered to temporary settlement to GESP, establishing a financial credit of R$696,283, corresponding to the value of the Reservoirs at Alto Tietê System. The Company did not recognize the amount receivable of R$696,283 related to the reservoirs, as their transfer by the State Government is uncertain. The final settlement will only occur with the effective transfer of ownership at the appropriate real estate registry office. The remaining balance of R$218,967 has been paid in 114 monthly and consecutive installments, in the amount of R$1,920 each, annually adjusted by the IPCA/FIPE, plus monthly interest rate of 0.5%, the first installment due on November 25, 2008.

 

SABESP and the State Government of São Paulo are working together in order to obtain the legislative authorization so that to make feasible the transfer of Reservoirs to SABESP, thus, overcoming the legal uncertainty caused by the Public Civil action that contents the lack of specific legislation for the transfer of reservoirs ownership.

 

 

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Notes to the Financial Statements 

 
 

 

The Third Amendment also provides for the regularization of the monthly flow of benefits. While SABESP is responsible for the monthly payments, the State Government shall reimburse the Company based on criteria identical to those applied in the calculation of the Undisputed Amount. With no preventive court decision, the State Government will directly bear the monthly payment flow of the amount considered undisputed.

 

(vii)  Controversial Amount of Benefits

 

As mentioned before, on November 17, 2008, the Company and the State Government signed the Third Amendment to the GESP Agreement, when controversial and undisputed amounts were quantified. Efforts were endeavored to settle the referred Controversial Amount of Benefits. According to the clause four of this instrument, the Controversial Amount is represented by the difference between the Undisputed Amount and the amount effectively paid by the Company as supplementary retirement and pension benefits provided for by Law 4819/58, of original responsibility of the State Government but paid by SABESP by court decision.

 

The Third Amendment provides that PGE will re-analyze discrepancies that gave rise to the controversial amount of benefits provided for by Law 4819/58. At that time, this expectation was based on the PGE’s intention to re-analyze the matter and also in the Company’s right to reimbursement, inclusively based on external technical legal opinions.

 

However, new opinions issued by PGE and received on September 4 and 22, 2009 and January 4, 2010, denied the reimbursement of the amount previously defined as controversial amount.

 

Although negotiations with the State Government are still being maintained, it is no longer possible to ensure that the Company will recover, on a fully amicable basis, the credits related to the Controversial Amount.

 

Even though the negotiations with the State are still being maintained, it is no longer possible to ensure that the Company will recover, in a totally amicable way, the credits related to the Controversial Amount without dispute.

 

As part of the actions intended to recover the credit the Management understands as due by the State Government related to the discrepancies about the reimbursement of supplementary retirement and pension benefits paid by the Company, SABESP: (i) addressed, on March 24, 2010, a message to the Controlling Shareholder, forwarding an official letter released by the Joint Committee, proposing arbitration action by common agreement to be sent to the Arbitration Panel of Bovespa (São Paulo Stock Exchange); (ii) in June, 2010, a settlement proposal aiming at solving these pending issues has been sent to the Treasury Department. This proposal was not successful; (iii) on November 9, 2010, a lawsuit was filed against the State Government of São Paulo pleading the full reimbursement of  amounts paid as benefits provided by for by State Law 4819/58 which will allow to definitively settle referred controversial amount between the Company and GESP. Despite the lawsuit, the Company will insist to reach an agreement during the progress of the lawsuit, understanding that a reasonable agreement is better to the company and its shareholders than awaiting the conclusion of the lawsuit.

 

The Company’s Management opted for not recognizing these amounts, due to the uncertainty involving the reimbursement by the State Government. On March 31, 2012 and December 31, 2011, the amounts not recorded under assets referring to the supplementary retirement and pension benefits paid totaled R$1,303,608 and R$1,290,663, respectively, including the amount of R$696,283 referring to the transfer of  reservoirs at Alto Tietê system. The Company also recognized the actuarial liability referring to the supplementary retirement and pension maintained with employees and pensioners of Plan G0. On March 31, 2012 and December 31, 2011, the amounts corresponding to this actuarial liability totaled R$1,525,536 and R$1,512,078, respectively. For more information on the supplementary retirement and pension liabilities, see Note 17.

 

(b)    Agreement for the use of reservoirs

 

In its operations, the Company uses the Guarapiranga and Billings reservoirs owned by another company controlled by the State Government. Should these reservoirs have not been available for use by the Company, then maybe water had to be caught in distant locations. The Company does not pay any fee for the use of these reservoirs, but it is liable for their maintenance and operating costs.

 

(c)    Agreements with reduced tariffs for State and Municipal Government Entities that adhered to the Water Ration Use Program (PURA).

 

The Company has contracts signed with government authorities related to the State Government and municipalities operated, which are benefited with a 25% reduction in the tariff of water supply and sewage collection services, when on performance. The contracts provide for the implementation of water rational use program, which considers the reduction in water consumption.

 

 

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Notes to the Financial Statements 

 
 

 

(d)    Collaterals

 

The State Government grants collaterals for few loans and financing of the Company and does not charge any fee related thereto.

 

(e)    Agreement for the assignment of personnel among GESP’s related entities

 

The Company has agreements for the assignment of employees with entities related to the State Government of São Paulo, where expenses are fully transferred and monetarily reimbursed. On March 31, 2012, the expenditures with employees assigned by SABESP to other state entities amounted to R$2,750 (March 2011 – R$1,596).

 

 

(f)    Services contracted from GESP’s related entities.

 

On March 31, 2012 and December 31, 2011, SABESP had an outstanding amount of R$20,681 and R$12,062, respectively, payable referring to services rendered by entities related to the State Government of São Paulo. Among them, we highlight electricity supply services rendered by the Companhia Energética de São Paulo – CESP, accounting for 93% of the amount on March 31, 2012.

 

(g)    Non-operating Assets

 

The Company had, on March 31, 2012 the amount of R$21,531 (on December 31, 2011 - R$21,531), mainly related to land assigned in loan for use to Associations, Assistance Entities, Non-Governmental Organizations and to the DAEE – Department of Water and Electricity, among others. The land assigned to DAEE amounted to R$969.

 

(h)    SABESPREV

 

The Company sponsors the defined benefit plan operated and managed by Fundação Sabesp de Seguridade Social - SABESPREV. The net actuarial liability recognized up to March 31, 2012, is R$548,021 (December 2011 - R$538,619).

 

(i)     Management Fees

 

Compensation:

 

The Management’s compensation policy is established according to the guidelines of the State Government of São Paulo, CODEC (State Council of Capital Defense), and is based on performance, market competitiveness or other indicators related to the Company’s business and is subject to the shareholders’ approval at the Annual Shareholders’ Meeting.

 

Executives’ compensation is restricted to the State Governor’s compensation. The compensation of the Board of Directors corresponds to 30% of the compensation of the Officers, subject to the minimum attendance to one monthly meeting.

 

 

The objective of the compensation policy is to establish a private management model, aiming at retaining its headcount and recruit skilled professionals, with experience and motivation, considering the efficiency level currently required by the Company.

 

In addition to the monthly compensation, the members of the Board of Directors and the Joint Committee receive:

 

Bonuses:

 

For the purposes of compensation for companies’ Management in which the State Government is the controlling shareholder, as an incentive policy, provided that the company effectively records quarterly, semi-annual and annual profit and distribute mandatory dividends to  shareholders, even if as interest on equity. Annual bonus cannot exceed six times the monthly compensation of management, nor 10% of interest on equity paid by the company, whichever is the lowest amount.

 

Annual bonus:

 

It corresponds a monthly fee, calculated on a pro-rata temporis, in December of each year.

 

 

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Notes to the Financial Statements 

 
 

 

 

The purpose of this bonus is to establish a similarity with the Christmas bonus of the labor system of the Company’s employees, once the Management’s relationship with the Company is governed by its Bylaws.

 

Benefits only paid to the Statutory Officers – meal ticket, food staple, health care plan, paid annual rest through 30-day paid leave and payment of a bonus corresponding to one third of monthly fees.

 

Expenses related to the compensation of members of the Board of Directors and Board of Executive Officers was R$862 and R$591for the periods ended March 31, 2012 and 2011, respectively, and refers to short-term benefits. An additional amount of R$274 referring to the bonus program was recorded in the period between January and March 2012 (March 2011 - R$198).

 

(j)     Loan agreement through credit facility

 

The Company holds interest in certain Special Purpose Entities (SPE), without majority interest but with cast vote and power of veto in certain issues. Therefore, these SPEs are considered for accounting purposes as jointly-owned subsidiaries, and are proportionally consolidated pursuant to CPC 19.

 

These SPEs were created to execute specific projects and will be liquidated after their completion.

 

In certain SPEs, the capital contributed by shareholders is not sufficient to manage their operations, therefore, SPEs need providers of capital, which mostly is not rapidly obtained, as it undergoes bureaucracy and slowdown from financial institutions.

 

While SPEs do not raise loans with banks, its shareholders conduct loan operation so that SPEs continue their operations, until loan is released and loan is settled with shareholders.

 

On January 19, 2012, the Company entered into a loan agreement through credit facility with Águas de Andradina S.A. and Águas de Castilho S.A., with the following characteristics:

 

SPE 

Credit limit  

Disbursed amount  

Amount receivable on 3/31/2012 

Interest rate 

Maturity

Águas de Andradina

1,050

936

948

CDI + 1.16 % p.m.

7/17/2012

Águas de Castilho

480

279

283

CDI + 1.16% p.m.

7/17/2012

 

On March 31, 2012, the Company’s financial result was affected by R$16,000, referring to interest on loans granted to investees.

 

 

9.     INDEMNIFICATIONS RECEIVABLE

 

Indemnifications receivable is a non-current asset representing amounts receivable from the municipality of Diadema as indemnification for the one-sided withdrawal of Company’s water and sewage services concession in 1995. On March 31, 2012 and December 31, 2011, this asset amounted to R$60,295. On December 31, 2010, the balance of indemnification receivable was R$146,213, representing the municipalities of Diadema and Mauá in the amounts of R$60,295 and R$85,918, respectively.

 

The Company invested in the construction of water and sewage systems in the municipalities of Diadema and Mauá to meet its concession service commitments. For the one-sided termination of concessions in Diadema and Maua, the municipalities took over the responsibility of providing water and sewage services in those areas. At that moment, the Company reclassified the fixed asset balances related to the assets used in those municipalities to non-current assets (Indemnifications receivable).

 

The residual amount of items of the fixed assets related to the municipality of Diadema, reclassified in December, 1996 was R$75,231 and the balance of indemnifications receivable from the municipality is R$60,295 on March 31, 2012.

 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

 

SABESP filed lawsuits to collect amounts due by the municipalities. Regarding Diadema, a settlement was proposed between Diadema municipal government and Companhia de Saneamento de Diadema – Saned for the payment of indemnification, and a motion to stay execution was filed by Diadema municipal government. In July 2008, pledge of money was authorized in Saned’s bank accounts and financial investments (online pledge) up to 10% of the debt’s adjusted amount, and the amount of R$2,919 was blocked and withdrawn on March 3, 2009. Subsequently, the Court of Justice resolved that the pledge should be made upon weekly deposits by Saned of the amount corresponding to 20% of everything receives in its accounts and financial investments. Saned filed appeals against this decision, and currently interlocutory appeal filed at the Federal Supreme Court is pending judgment.

 

In the motion to stay execution filed by the municipality of Diadema, court decision was rendered in October, 2009, recognizing the existence and enforceability of the debt and affirming that the execution against the Municipality should be made through certificate of judgment debt of the government. SABESP and the municipal government appealed against this decision. SABESP obtained favorable decision in September, 2011 from the Special Department of the Court of Justice, affirming to be constitutional the municipal law that allowed blocking the transfers of ICMS made by the State Government to the municipality (instead of payment only through certificate of judgment debt of the government).

 

On December 29, 2008, Saned and the municipality of Diadema jointly with the São Paulo State Government entered into a Memorandum of Intent aiming at preparing studies and conducting negotiations to instruct decisions of Diadema and SABESP, aiming at the exclusive rendering of water and sewage services in the municipality of Diadema.

 

The parties agree that the pursuit of a negotiated solution for the conflicts currently existing between the companies is indispensable so that water supply, sewage collection and treatment public utility have their proper development in the city of Diadema.

 

In January, 2009, the parties filed joint motion pleading the suspension of new pledges, for a three-month period, in order to make feasible a settlement. The suspension was accepted by the Court of Public Treasury and successively renewed, the last renewal occurred in March 2012, in view of negotiations of the agreement.

 

A public civil action filed by the Public Prosecution Office of the State of São Paulo against the agreement based on the execution filed against the municipality of Diadema and Saned is pending judgment and since 2004 has been waiting for engineering and accounting expert examination. After negotiations initiated with the municipality of Diadema, the Public Prosecution Office pleaded the dismissal of the public civil action.

 

Regarding Maua, a lower court decision was rendered determining that the Municipality pays the amount of R$153.2 million as compensation for the investments made in the municipality by SABESP and for loss of profits. This award was confirmed by the Federal Supreme Court, in final and unappealable decision and SABESP has taking measures to start execution.

 

The residual amount of fixed assets items related to the municipality of Maua, reclassified in December, 1999 was R$103,763 and the balance of indemnifications receivable from the municipality was R$85,918 on December 31,2010. Court decisions have been favorable to the Company and the receipt of amounts due by municipality shall occur as certificate of judgment debt of the government, which will be recognized upon effective receipt, in view of uncertainties related to the settlement of amounts involved and the track record related to prioritizing payments of certificate of judgment debt of the government in the municipality of Mauá. In December 2011, an accounting provision was recorded corresponding to the total amount of credit held by the Company and litigation still in progress.

 

Based on the opinion of the legal counsel, Management continues affirming that the Company has legal right to receive the amounts corresponding to the indemnification and continues monitoring the status of legal proceedings.

 

 

 

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

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Version : 1

 

Notes to the Financial Statements 

 
 

 

10.   FIXED ASSETS

 

 

PARENT COMPANY

 

3/31/2012

 

12/31/2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

Depreciation

 

Net

 

Cost

 

Depreciation

 

Net

 

 

 

 

 

 

 

 

 

 

 

Land

109,303

 

-

 

109,303

 

109,303

 

-

 

109,303

Buildings

39,574

 

(30,620)

 

8,954

 

39,574

 

(30,142)

 

9,432

Equipment

161,584

 

(102,116)

 

59,468

 

160,833

 

(100,616)

 

60,217

Transportation equipment

24,162

 

(19,710)

 

4,452

 

21,023

 

(19,532)

 

1,491

Furniture and fixtures

27,725

 

(27,566)

 

159

 

27,690

 

(27,593)

 

97

Other

2,758

 

(1,766)

 

992

 

2,758

 

(1,713)

 

1,045

 

365,106

 

(181,778)

 

183,328

 

361,181

 

(179,596)

 

181,585

 

 

CONSOLIDATED

 

3/31/2012

 

12/31/2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

Depreciation

 

Net

 

Cost

 

Depreciation

 

Net

 

 

 

 

 

 

 

 

 

 

 

Land

109,303

 

-

 

109,303

 

109,303

 

-

 

109,303

Buildings

39,574

 

(30,620)

 

8,954

 

39,574

 

(30,142)

 

9,432

Equipment

161,696

 

(102,131)

 

59,565

 

160,915

 

(100,626)

 

60,289

Transportation equipment

24,210

 

(19,730)

 

4,480

 

21,071

 

(19,549)

 

1,522

Furniture and fixtures

27,847

 

(27,577)

 

270

 

27,810

 

(27,601)

 

209

Other

2,759

 

(1,766)

 

993

 

2,758

 

(1,713)

 

1,045

Work in process

186,609

 

-

 

186,609

 

174,668

 

-

 

174,668

 

551,998

 

(181,824)

 

370,174

 

536,099

 

(179,631)

 

356,468

 

 

Breakdown of property, plant and equipment:

 

 

 

PARENT COMPANY

 

12/31/2011

 

Additions

 

Disposals and Write-offs

 

Depreciation

 

3/31/2012

Land

109,303

 

-

 

-

 

-

 

109,303

Buildings

9,432

 

-

 

-

 

(478)

 

8,954

Equipment

60,217

 

3,823

 

(16)

 

(4,556)

 

59,468

Transportation equipment

1,491

 

3,173

 

-

 

(212)

 

4,452

Furniture and fixtures

97

 

88

 

(19)

 

(7)

 

159

Other

1,045

 

-

 

-

 

(53)

 

992

 

181,585

 

7,084

 

(35)

 

(5,306)

 

183,328

 

 

 

CONSOLIDATED

 

12/31/2011

 

Additions

 

Disposals and Write-offs

 

Depreciation

 

3/31/2012

Land

109,303

 

-

 

-

 

-

 

109,303

Buildings

9,432

 

-

 

-

 

(478)

 

8,954

Equipment

60,289

 

3,853

 

(16)

 

(4,561)

 

59,565

Transportation equipment

1,522

 

3,173

 

-

 

(215)

 

4,480

Furniture and fixtures

209

 

90

 

(19)

 

(10)

 

270

Other

1,045

 

1

 

-

 

(53)

 

993

Work in process

174,668

 

11,941

 

-

 

-

 

186,609

 

356,468

 

19,058

 

(35)

 

(5,317)

 

370,174

 

 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

(a)    Depreciation

 

Depreciation rates are annually revised. Annual depreciation rates are the following: buildings 2%; equipment 5%; transportation equipment 10% and furniture and fixtures 6.7%. Lands are not depreciated.

 

In the period ended March 31, 2012, there were no relevant changes related to the financial statements as of December 31, 2011, Note 12.

 

 

11.   INTANGIBLES

 

 

PARENT COMPANY

 

3/31/2012

 

12/31/2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

Amortization

 

Net

Intangibles resulting from:

 

 

 

 

 

 

 

 

 

 

 

Concession contracts equity value (i) 

14,626,792

 

(2,911,385)

 

11,715,407

 

14,388,176

 

(2,848,783)

 

11,539,393

Concession Contracts – economic value (ii)

766,277

 

(230,721)

 

535,556

 

762,987

 

(223,693)

 

539,294

Program contracts (iii)

1,204,638

 

(53,120)

 

1,151,518

 

1,120,104

 

(49,324)

 

1,070,780

Program contracts – commitments (iv)  

478,984

 

(42,308)

 

436,676

 

473,327

 

(38,341)

 

434,986

Services agreement – São Paulo (v)

7,244,313

 

(617,661)

 

6,626,652

 

7,039,763

 

(517,288)

 

6,522,475

New businesses (vi)

21,925

 

(6,193)

 

15,732

 

21,400

 

(4,923)

 

16,477

Software license

52,980

 

(52,359)

 

621

 

52,743

 

(50,427)

 

2,316

Total

24,395,909

 

(3,913,747)

 

20,482,162

 

23,858,500

 

(3,732,779)

 

20,125,721

 

 

 

CONSOLIDATED

 

3/31/2012

 

12/31/2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangibles resulting from:

 

 

 

 

 

 

 

 

 

 

 

Concession contracts equity value (i) 

14,644,586

 

(2,911,459)

 

11,733,127

 

14,404,168

 

(2,848,829)

 

11,555,339

Concession contracts – economic value (ii)

766,277

 

(230,721)

 

535,556

 

762,987

 

(223,693)

 

539,294

Program contracts (iii)

1,204,638

 

(53,120)

 

1,151,518

 

1,120,104

 

(49,324)

 

1,070,780

Program contracts – commitments (iv)  

478,984

 

(42,308)

 

436,676

 

473,327

 

(38,341)

 

434,986

Services agreement – São Paulo (v)

7,244,313

 

(617,661)

 

6,626,652

 

7,039,763

 

(517,288)

 

6,522,475

New businesses (vi)

21,925

 

(6,193)

 

15,732

 

21,400

 

(4,923)

 

16,477

Software License

53,006

 

(52,362)

 

644

 

52,755

 

(50,429)

 

2,326

Total

24,413,729

 

(3,913,824)

 

20,499,905

 

23,874,504

 

(3,732,827)

 

20,141,677

 

 

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 

 

Breakdown of intangible assets:

 

 

PARENT COMPANY

 

12/31/2011

Additions

Reclassification

Write-offs and Disposals

Amortization

3/31/2012

Intangibles resulting from:

 

 

 

 

 

 

 

Concession contracts equity value (i) 

11,539,393

241,307

(2,452)

(24)

(62,817)

11,715,407

 

Concession contracts – economic value (ii)

539,294

838

2,452

-

(7,028)

535,556

Program contracts (iii)

1,070,780

84,547

-

(8)

(3,801)

1,151,518

Program contracts – commitments (iv)  

434,986

5,656

-

-

(3,966)

436,676

Services agreement – São Paulo (v)

6,522,475

205,424

-

(873)

(100,374)

6,626,652

New businesses (vi)

16,477

525

-

-

(1,270)

15,732

Software license

2,316

237

-

-

(1,932)

621

Total

20,125,721

538,534

-

(905)

(181,188)

20,482,162

 

 

 

CONSOLIDATED

 

12/31/2011

Additions

Reclassification

Write-offs and Disposals

Amortization

3/31/2012

Intangibles resulting from:

 

 

 

 

 

 

 

Concession contracts equity value (i) 

11,555,339

243,110

(2,452)

(24)

(62,846)

11,733,127

 

Concession contracts – economic value (ii)

539,294

838

2,452

-

(7,028)

535,556

Program contracts (iii)

1,070,780

84,547

-

(8)

(3,801)

1,151,518

Program contracts – commitments (iv)  

434,986

5,656

-

-

(3,966)

436,676

Services agreement – São Paulo (v)

6,522,475

205,424

-

(873)

(100,374)

6,626,652

New businesses (vi)

16,477

525

-

-

(1,270)

15,732

Software license

2,326

251

-

-

(1,933)

644

Total

20,141,677

540,351

-

(905)

(181,218)

20,499,905

 

Below, the cost and construction revenue recognized over concession/program contracts in the period of corresponding years:

 

 

CONSOLIDATED

 

3/31/2011

 

Water

 

Sewage

 

Total

 

 

 

 

 

 

Construction cost incurred

202,296

 

237,133

 

439,429

Recognition of construction revenue

207,213

 

242,975

 

450,188

 

 

 

CONSOLIDATED

 

3/31/2012

 

Water

 

Sewage

 

Total

Construction cost incurred

225,332

 

320,412

 

545,744

Recognition of construction revenue

229,810

 

327,964

 

557,774

 

 

There are no contingent assets and liabilities related to construction agreements in progress. 

 

Intangibles arising from concession contracts

 

The Company operates concession contracts including the rendering of basic and environmental sanitation, water supply and sewage collection services. These concession contracts establish rights and duties concerning the assets related to the rendering of public utilities (see Note 3.8 (a) of December 31, 2011). Contracts provide for assets that will reverse to the granting authority at the end of the concession period.

 

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Version : 1

 

Notes to the Financial Statements 

 
 

On March 31, 2012, the Company operated in 363 municipalities in the State of São Paulo. In the most of these municipalities, the concession period is 30 years.

 

Services fee occurs in the form of tariff, regulated by the Regulatory Agency of Sanitation and Energy of the State of São Paulo (ARSESP).

 

Intangibles resulting from concession contracts include:

 

(i)     Concession contracts – equity value

 

Concession contracts provide for the assets that will reverse to the granting authority at the end of the contract, for the residual value or market value in accordance with the terms of each contract. The amortization is calculated according to the straight-line method, which considers the useful life of assets.

 

(ii)    Concession contracts - economic value

 

In the period between 1999 and 2006, negotiations related to new concessions were conducted considering the economic and financial result of the operation, determined in a valuation report issued by independent experts.

 

The amount determined in the respective contract, after deal is closed with the municipal authorities, by means of subscription of the Company shares or in cash, is recorded in this item and is amortized by the respective concession period (usually 30 years). On March 31, 2012 there were no pending amounts related to these payments to the municipalities.

 

The amortization of intangible assets occurs during the effectiveness of contracts or by the useful life of concession underlying assets (whichever is shortest) by the straight-line method.

 

(iii)   Program Contracts

 

It refers to the renewal of contracts previously referred to as concession contracts whose objective is water supply, sewage and sanitation services. Assets acquired or built are amortized during the contractual term (30 years) or during the useful life of underlying assets, whichever is shortest.

 

(iv)   Program contracts - Commitments

 

After the enactment of the regulatory framework in 2007, renewals of concessions started to be made through of program contracts. In some of these program contracts, the Company undertook the commitment to financially participate in social and environmental actions. The assets built and financial commitments assumed within the program contracts are recorded as intangible assets and are amortized by the straight-line method in accordance with the duration of the program contract (mostly, 30 years) or by the useful life of the assets, whichever is shortest.

 

On March 31, 2012, amortization expenses related to the commitments of the program contracts were R$3,966 (March 2011 – R$2,807).

 

The amounts not disbursed yet are recorded under “Other Liabilities” in current liabilities (R$54,585 and R$62,287 on March 31, 2012 and December 31, 2011, respectively) and non- current liabilities (R$130,291 and R$130,978 on March 31, 2012 and December 31, 2011, respectively).

 

(v)    Services agreements – São Paulo

 

On November 14, 2007, the Company and the São Paulo Municipal Government (Parties) entered into an agreement to establish conditions to ensure stability in the rendering of basic and environmental sanitation public utilities in the municipality of São Paulo, whose main issues are:

 

(a) the Parties undertook the commitment of defining basic and environmental sanitation actions, complementing those of the São Paulo Municipality, investing in the implementation and continuity of programs, such as: the Clean Stream Program and the Water Rational Use Program - PURA, whose main purpose is to ensure the reduction in water consumption in public units, assuring water supply and life quality of population;

 

(b) as of November 14, 2007, execution date of the agreement, the total amount paid by the São Paulo Municipality to SABESP, referring to direct Management bodies, independent governmental agencies and foundations, less taxes, shall be destined to basic and environmental sanitation actions in the municipality; and

 

 

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Notes to the Financial Statements 

 
 

 

(c) the municipality undertakes the commitment of resuming the payment of current bills and consumption bills issued by SABESP, as of November 14, 2007, execution date of this agreement.

 

The agreement remains effective, but collection mentioned in item (b) is no longer allocated to a specific account for the allocation of basic and environmental sanitation actions in the municipality. The outstanding balance for the amounts collected but not allocated yet was R$79,531 on March 31, 2012 (December 2011 - R$90,984).

 

On June 23, 2010, the Company entered into an agreement with the State Government and the Municipality of São Paulo for the rendering of water supply and sewage public utilities in the municipality of São Paulo for a 30-year period, renewable for another 30 years.

 

On June 23, 2010, the State Government signed an agreement with municipal government of São Paulo and the Company, as well as an agreement between the State Government and Municipal Government, and SABESP and the Regulatory Agency of Sanitation and Energy of the State of São Paulo (“ARSESP”) as intervening and consenting parties, whose main aspects are the following:

 

1. The State and the Municipal Government assign to SABESP the right to explore the rendering of sanitation services in the capital city of São Paulo, which includes the obligation of providing services and the right to fees through tariff revenues;

 

2. The State and the Municipal Government define ARSESP as liable for the regulation duties, including tariffs, control and monitoring of services;

 

3. The valuation model used was the discounted cash flow, which considered the economic and financial sustainability of SABESP operation in the metropolitan region of São Paulo;

 

4. Cash flows consider all operating costs, taxes, investments and remuneration of opportunity cost of investors and creditors of SABESP;

 

5. The agreement provides for investments corresponding to 13% of gross revenue obtained by services rendered in the municipality of São Paulo, net of Cofins e Pasep. Investment plans, referring to execution of Sabesp shall be compatible with activities and programs foreseen in state, municipal sanitation plans and where applicable, metropolitan. The Investment Plan is not definitive and will be revised by Managing Committee every four years, especially as to investments to be made in subsequent period;

 

6. The transfer to the Municipal Fund of Environmental Sanitation and Infrastructure to be applied in sanitation-related actions of capital city establishes a charge to be recovered in tariff, according to contractual provision. This amount corresponds to seven and half percent (7.5%) of gross revenues obtained from services rendered in the municipality of São Paulo, net of Cofins and Pasep and delinquency in the period;

 

7. The opportunity cost of investors and creditors of SABESP was established by WACC methodology (weighted average cost of capital). This cost was applied as discount rate of cash flows; and

 

8. The agreement provides for the remuneration of operating net assets, preferably calculated through equity valuation or through monetarily restated carrying amount to be defined by ARSESP. In addition, the contract also provides for the remuneration of investments to be made by SABESP, so that there is no residual value at the expiration of the agreement.

 

The agreement with the municipality of São Paulo, which approximately accounts for 53.5% of the Company’s total revenues, ensures legal and equity safety to SABESP, proper return to shareholders and rendering of quality services to its customers.

 

The Municipal Government of São Paulo and the Company did not reach an agreement to solve pending financial issues until the execution date of the agreement, related to the rendering of water supply and sewage collection services to households of the municipality, reason that the Company filed suit against these bills, which are accrued for losses.

 

(vi)   New Businesses

 

In August 2009, the Company entered into an agreement with CASAL - Companhia de Saneamento de Alagoas, to render specialized technical services in order to implement the program to reduce losses and revenue evasion in the municipality of Maceió, for a 60-month period. Services started to be rendered in 2010.

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

On March 31,2012, the amount recorded under “New businesses” was R$15,732 (December 2011 - R$16,477) where the amount recorded for CASAL was R$14,395 on March 31, 2012 (December 2011 - R$15,664).

 

(a)    Write-off of underlying assets of intangibles

 

On March 31, 2012, the Company wrote-off underlying assets of intangibles in the amount of R$905 (March 2011 - R$622) due to obsolescence, theft, disposal and works shut down, unproductive wells and projects economically unfeasible.

 

(b)    Capitalized interests and other financial charges

 

On March 31, 2012, the Company capitalized interests and monetary variation, including exchange variation in the concession intangible assets in the amount of R$60,929 (March 2011 – R$64,986) during the period in which assets were reported as work in progress.

 

(c)    Construction margin

 

The Company is the primary responsible for the construction and installation of infrastructure related to concession, whether with its own efforts or through outsourced services, and it is significantly exposed to related risks and benefits.

 

Therefore, the Company recognizes the construction revenue, corresponding to additional construction costs of gross margin. Generally, concession-related constructions are outsourced by the Company. In this case, the Company's implicit margin is usually lower to cover administration costs, as well as the assumption of primary risk. In 2012, the margin calculated was 2.3% (2.3% in 2011).

 

The amount of the construction margin for March 31, 2012 and March 31, 2011 was R$12,030 and R$10,759, respectively.

 

(d)    Expropriations

 

Due to the execution of priority works related to the water and sewage systems, the expropriation or establishment of right-of-way in third party properties was necessary, whose owners will be refunded on amicable or on a court basis.

 

Assets, which are subject-matter of these expropriations shall be registered in concession intangible assets once operation is completed. On March 31, 2012, the total amount referring to expropriations was R$1,646 (March 2011 - R$6,699).

 

(e)    Assets pledged as collateral

 

On March 31, 2012 and December 31, 2011, the Company held assets pledged as collateral in the amount of R$249,034 for the Special Tax Installment Payment – Paes (Note 13).

 

(f)    Public-Private Partnership - PPP

 

SABESP and CAB-Sistema Produtor Alto Tietê S/A,  special purpose entity composed of Galvão Engenharia S.A. and Companhia Águas do Brasil – CAB Ambiental, signed in June 2008 the Public-Private Partnership agreements of the Alto Tietê Producer System.

 

The services agreement has a 15-year term, aiming at expanding the capacity of the Taiaçupeba Water Treatment Station, from 10 to 15,000 liters per second, whose operations started in October 2011.

 

On March 31, 2012 and December 31, 2011, the carrying amount recorded in the Company's intangible assets, related to PPP, is R$486,431 and R$474,818, respectively.

 

(g)    Impairment

 

No provision for impairment was recorded on March 31, 2012 and December 31, 2011.

 

(h)    Works in progress

 

Works in progress are recorded under intangible assets in the amount of R$5,695 million on March 31, 2012 (December 31, 2011 - R$5,652 million).

 

 

PAGE: 53 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

 

12.   LOANS AND FINANCING

 

Outstanding balance of loans and financing:

 

 

PARENT COMPANY

 

Mar/2012  

Dec/2011  

 

 

 

 

 

Current

Non-current

Total

Current

Non-current

Total

Collaterals

Final maturity

Annual interest rate

Monetary restatement

Financial Institution:

 

 

 

 

 

 

 

 

 

 

Country

 

 

 

 

 

 

 

 

 

 

Federal government/Banco do Brasil

356,850

388,408

745,258

348,695

479,548

828,243

State Government of.S.Paulo and own resources

2014

8.50%

UPR

Debentures 10th Issuance

8,032

278,687

286,719

2,008

283,293

285,301

 

2020

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

IPCA

Debentures 11th Issuance

202,500

803,894

1,006,394

202,500

1,005,748

1,208,248

 

2015

CDI+1.95% (1st series) and CDI+1.4% (2nd series)

 

Debentures 12th Issuance

-

499,583

499,583

-

499,613

499,613

 

2025

TR+9.5%

 

Debentures 13th Issuance

-

-

-

599,411

-

599,411

 

2012

CDI + 0.65%

 

Debentures 14th Issuance

-

281,109

281,109

-

279,810

279,810

 

2022

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

IPCA

Debentures 15th Issuance

-

772,094

772,094

-

-

-

 

2019

CDI + 0.99% and 6.2%

IPCA

Federal Savings Bank (CEF)

113,412

898,719

1,012,131

110,479

908,452

1,018,931

 

2011/32

6.8% (weighted)

UPR

(Brazilian Development Bank)- BNDES

30,326

-

30,326

37,554

3,491

41,045

Own Resources

2013

3% + TJLP LIMIT 6%

 

(Brazilian Development Bank)- BNDES Baixada Santista region

16,309

110,087

126,396

16,309

114,165

130,474

Own Resources

2019

2.5% + TJLP LIMIT 6%

 

(Brazilian Development Bank)– BNDES PAC

6,428

81,325

87,753

6,428

67,489

73,917

Own Resources

2023

2.15% + TJLP LIMIT 6%

 

(Brazilian Development Bank) – BNDES ONDA LIMPA

19,081

230,579

249,660

14,270

235,383

249,653

Own Resources

2025

1.92% + TJLP LIMIT 6%

 

Leasing

-

84,271

84,271

-

49,609

49,609

 

 

 

 

Other

1,027

3,407

4,434

1,155

3,503

4,658

Own Resources

2011/2018/2025

12% / CDI / TJLP+ 6%

UPR

Interest and charges

38,947

-

38,947

100,998

  -  

100,998

 

 

 

 

Total Domestic

792,912

4,432,163

5,225,075

1,439,807

3,930,104

5,369,911

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank – IDB US$ 380,974 thd.

69,314

621,779

691,093

71,591

652,141

723,732

Federal

Government

2016/2017/

2025/2035

1.24% to 3.00%

Currency Basket Chg. + US$

IBRD - US$ 13,490 thd.

-

24,162

24,162

-

18,928

18,928

 

2034

0.43%

US$

Euro Bonds – US$ 140,000 thd.

-

254,576

254,576

-

262,067

262,067

 

2016

7.5%

US$

Euro Bonds – US$ 350,000 thd.

-

629,920

629,920

-

649,024

649,024

 

2020

6.25%

US$

JICA – Yen 20,167,525 thd.

25,479

420,425

445,904

28,015

476,266

504,281

Federal

Government

2029

1.8% and 2.5%

Yen

JICA – Yen 18,132,800 thd,

34,364

366,186

400,550

25,189

427,843

453,032

 

2029

1.8% and 2.5%

Yen

JICA – Yen 165,229 thd,

-

3,560

3,560

-

1,420

1,420

 

2029

1.2% and 0.01%

Yen

IDB 1983AB – US$226,058 thd,

43,625

365,579

409,204

44,911

376,355

421,266

 

2023

2.4% to 2.9%

US$

Interests and charges

32,807

-

32,807

19,671

-

19,671

 

 

 

 

Total Foreign

205,589

2,686,187

2,891,776

189,377

2,864,044

3,053,421

 

 

 

 

TOTAL LOANS AND FINANCING

998,501

7,118,350

8,116,851

1,629,184

6,794,148

8,423,332

 

 

 

 

 

 

PAGE: 54 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

 

 

CONSOLIDATED

 

Mar/2012

Dec/2011

 

 

 

 

 

Current

Non-current

Total

Current

Non-current

Total

Collaterals

Final maturity

Annual interest rate

Monetary restatement

Financial Institution:

 

 

 

 

 

 

 

 

 

 

Country

 

 

 

 

 

 

 

 

 

 

Federal government/Banco do Brasil

356,850

388,408

745,258

348,695

479,548

828,243

State Government of S,Paulo and own resources

2014

8.50%

UPR

Debentures 10th Issuance

8,032

278,687

286,719

2,008

283,293

285,301

 

2020

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

IPCA

Debentures 11th Issuance

202,500

803,894

1,006,394

202,500

1,005,748

1,208,248

 

2015

CDI + 1.95% (1st series) and CDI + 1.4% (2nd series)

 

Debentures 12th Issuance

-

499,583

499,583

-

499,613

499,613

 

2025

TR + 9.5%

 

Debentures 13th Issuance

-

-

-

599,411

-

599,411

 

2012

CDI + 0.65%

 

Debentures 14th Issuance

-

281,109

281,109

-

279,810

279,810

 

2022

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

IPCA

Debentures 15th Issuance

-

772,094

772,094

-

-

-

 

2019

CDI + 0.99% and 6.2%

IPCA

Debentures 1st Issuance - Aquapolo

-

160,099

160,099

-

160,099

160,099

 

2029

TR + 8.75%

 

Federal Savings Bank

113,547

910,377

1,023,924

110,646

917,574

1,028,220

 

2011/32

6.8% (weighted)

UPR

(Brazilian Development Bank)- BNDES

30,326

-

30,326

37,554

3,491

41,045

own resources

2013

3% + TJLP LIMIT 6%

 

(Brazilian Development Bank)- BNDES Baixada Santista region

16,309

110,087

126,396

16,309

114,165

130,474

own resources

2019

2.5% + TJLP LIMIT 6%

 

(Brazilian Development Bank)- BNDES PAC

6,428

81,325

87,753

6,428

67,489

73,917

own resources

2023

2.15% + TJLP LIMIT 6%

 

(Brazilian Development Bank)- BNDES ONDA LIMPA

19,081

230,579

249,660

14,270

235,383

249,653

own resources

2025

1.92% + TJLP LIMIT 6%

 

Leasing

-

84,271

84,271

-

49,609

49,609

 

 

 

 

Other

1,703

3,407

5,110

1,784

3,503

5,287

own resources

2011/2018/2025

12% / CDI / TJLP+ 6%

UPR

Interest and charges

39,205

5,608

44,813

101,028

2,916

103,944

 

 

 

 

Total Domestic

793,981

4,609,528

5,403,509

1,440,633

4,102,241

5,542,874

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank – IDB US$ 380,974 thd

69,314

621,779

691,093

71,591

652,141

723,732

Federal

Government

2016/2017/

2025/2035

1.24% to 3.00%

Currency Basket Chg. + US$

IBRD - US$ 13,490 thd

-

24,162

24,162

-

18,928

18,928

 

2034

0.43%

US$

Euro Bonds – US$ 140,000 thd.

-

254,576

254,576

-

262,067

262,067

 

2016

7.5%

US$

Euro Bonds – US$ 350,000 thd.

-

629,920

629,920

-

649,024

649,024

 

2020

6.25%

US$

JICA – Yen 20,167,525 thd.

25,479

420,425

445,904

28,015

476,266

504,281

Federal

Government

2029

1.8% and 2.5%

Yen

JICA – Yen 18,132,800 thd,

34,364

366,186

400,550

25,189

427,843

453,032

 

2029

1.8% and 2.5%

Yen

JICA – Yen 165,229 thd,

-

3,560

3,560

-

1,420

1,420

 

2029

1.2% and 0.01%

Yen

BID 1983AB – US$ 226,058 thd,

43,625

365,579

409,204

44,911

376,355

421,266

 

2023

2.4% to 2.9%

US$

Interest and charges

32,807

-

32,807

19,671

-

19,671

 

 

 

 

Total foreign

205,589

2,686,187

2,891,776

189,377

2,864,044

3,053,421

 

 

 

 

TOTAL LOANS AND FINANCING

999,570

7,295,715

8,295,285

1,630,010

6,966,285

8,596,295

 

 

 

 

                     

 

 

Quotes on March 31, 2012: US$ 1.8221; Yen 0.022110 (Dec/11- US$ 1.8758; Yen 0.24310).

 

On March 31, 2012, the Company did not have balances of short-term loans and financing.

 

The Company reported the following breakdown of loans and financing for the quarter ended March 31, 2012. Other loans and financing are reported in Note 13 to the Annual Financial Statements.

 

 

PAGE: 55 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

 

(i)     15th Issue of Debentures:

 

On February 15, 2012, the Company issued the 15th issue of Non-Convertible Unsecured Debentures, in Two Series, for Public Offering with Restricted Placement Efforts, pursuant to CVM Rule 476, with the following characteristics:

 

 Date of Issue: 2/15/2012

 Total Amount: R$771,080, amount 77,108, in two series, unit value R$10.

 

 

 

Number

 

Restatement

 

Interest Rate

 

Interest Payment

 

Amortization

 

Maturity Date

 

 

 

 

 

 

 

 

 

 

 

 

1st Series

287,330

 

-

 

DI + 0.99% p.a.

 

Half-yearly (February

and August)

 

Annual (as of February, 2015)

 

February 2017

2nd Series

483,750

 

IPCA

 

6.20% p.a.

 

Annual (February)

 

Annual (as of February 2018)

 

February 2019

 

Early redemption: as of the 24th month

Early redemption: none

 

The proceeds resulting from the funding of the 15th issue of Debentures will be allocated to the settlement of financial commitments falling due up to December 31, 2012.

 

 

(ii)    Redemption of the 13th issue of Debentures

 

On February 17, 2012, the Company redeemed the total amount of the 13th Issue of Debentures in the amount of R$633,343.

 

(iii)   Variation in the period between January and March, 2012

 

The increase in the balance was mainly due to the drop of the U.S. dollar.

 

(iv)   Payment schedule of loans and financing

 

The total volume of debt to be paid until the end of 2012 for the parent company is R$807,394, R$160,576 is the amount indexed to the U.S. dollar and R$646,818 is the falling due amount of interest rates and principal of loans denominated in Reais.

 

PAGE: 56 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

 

 

 

PARENT COMPANY

 

2012

2013

2014

2015

2016

2017

2018 onwards

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

Banco do Brasil

264,783

380,266

100,209

-

-

-

-

745,258

Federal Savings Bank - CEF

84,431

113,367

74,733

52,843

51,991

54,337

580,429

1,012,131

Debentures

203,149

305,982

348,788

476,646

211,394

213,410

1,086,530

2,845,899

Brazilian Development Bank (BNDES)

26,112

4,214

-

-

-

-

-

30,326

Brazilian Development Bank (BNDES)SANTISTA

12,232

16,309

16,309

16,309

16,309

16,309

32,619

126,396

Brazilian Development Bank (BNDES)PAC

5,850

7,800

7,800

7,800

7,800

7,800

42,903

87,753

Brazilian Development Bank (BNDES) ONDA LIMPA

14,270

19,243

19,243

19,243

19,243

19,243

139,175

249,660

Leasing

-

-

-

-

-

-

84,271

84,271

Other

884

630

497

560

631

711

521

4,434

Interest and charges

35,107

3,840

-

-

-

-

-

38,947

In domestic currency

646,818

851,651

567,579

573,401

307,368

311,810

1,966,448

5,225,075

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

IDB

59,950

69,314

69,314

69,314

69,314

71,773

282,114

691,093

IBRD

-

-

-

-

-

-

24,162

24,162

Eurobonds

-

-

-

-

254,576

-

629,920

884,496

JBIC

24,194

48,390

48,390

48,390

48,390

48,671

583,590

850,015

BID 1983AB

43,625

43,625

43,625

43,625

43,625

43,625

147,453

409,203

Interest and charges

32,807

-

-

-

-

-

-

32,807

Foreign currency

160,576

161,329

161,329

161,329

415,905

164,069

1,667,239

2,891,776

Overall Total

807,394

1,012,980

728,908

734,730

723,273

475,879

3,633,687

8,116,851

 

 

PAGE: 57 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

 

 

CONSOLIDATED

 

2012

2013

2014

2015

2016

2017

2018 onwards

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

Banco do Brasil

264,783

380,266

100,209

-

-

-

-

745,258

Federal Savings Bank - CEF

84,566

114,384

75,728

53,814

52,937

62,066

580,429

1,023,924

Debentures

203,149

315,400

358,206

486,064

220,812

222,828

1,199,539

3,005,998

Brazilian Development Bank (BNDES)

26,112

4,214

-

-

-

-

-

30,326

Brazilian Development Bank (BNDES)SANTISTA

12,232

16,309

16,309

16,309

16,309

16,309

32,619

126,396

Brazilian Development Bank (BNDES)PAC

5,850

7,800

7,800

7,800

7,800

7,800

42,903

87,753

Brazilian Development Bank (BNDES) ONDA LIMPA

14,270

19,243

19,243

19,243

19,243

19,243

139,175

249,660

Leasing

-

-

-

-

-

-

84,271

84,271

Other

1,560

630

497

560

631

711

521

5,110

Interest and charges

35,365

9,448

-

-

-

-

-

44,813

Domestic currency

647,887

867,694

577,992

583,790

317,732

328,957

2,079,457

5,403,509

 

ABROAD

 

 

 

 

 

 

 

 

IBD

59,950

69,314

69,314

69,314

69,314

71,773

282,114

691,093

IBRD

-

-

-

-

-

-

24,162

24,162

Eurobonds

-

-

-

-

254,576

-

629,920

884,496

JBIC

24,194

48,390

48,390

48,390

48,390

48,671

583,590

850,015

BID 1983AB

43,625

43,625

43,625

43,625

43,625

43,625

147,453

409,203

Interest and charges

32,807

-

-

-

-

-

-

32,807

Foreign Currency

160,576

161,329

161,329

161,329

415,905

164,069

1,667,239

2,891,776

Overall Total

808,463

1,029,023

739,321

745,119

733,637

493,026

3,746,696

8,295,285

 

(v)    Financial Commitments – “Covenants”

 

Some loans and financing contracts have clauses related to the compliance with certain financial ratios which are calculated quarterly.

 

Debentures  11th  and 12th  Issue:

 

a)       Adjusted current ratio (current assets divided by current liabilities, excluded from current liabilities and the amount recorded in current debts from non-current contracted by the Company) higher than 1.0; and

 

b)      Ebitda/Financial expenses equal to or higher than, 1.5.

 

The failure to comply with clauses of covenants will result in the early maturity of the contract. The failure to comply with these obligations will only be characterized when this is verified in its quarterly financial information, for at least two consecutive quarters, or even for two non- consecutive quarters within a twelve-month period.

 

In the failure to comply with covenants, the fiduciary agent shall convene, within 48 hours as of the date it became aware of the occurrence, a debenture holders’ general meeting in order to resolve on the declaration of early maturity of debentures.

 

Debentures 10th and 14th Issue:

 

a)       EBITDA/NOR: equal to or higher than 38%;

 

b)      EBITDA/Financial expenses: equal to or higher than 2.35 and

 

c)       Net Bank Debt/Ebitda: lower than or equal to 3.65.

 

 

 

PAGE: 58 of 75


 
 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

 

Federal Savings Bank– Pro-Sanitation Program:

 

By means of the Performance Improvement Agreement, targets are set for financial and operating ratios (loss of invoicing, revenues evasion, cash equivalents and reduction of days of account receivable) that, based on the last two years, are projected annually for the upcoming five years.

 

Non fulfillment of 5 out of 8 clauses of covenants shall trigger the early maturity of the contract.

 

Debentures 15th Issue:

 

BNDES:

 

a)       Adjusted current ratio: higher than 1.0;

 

b)      Ebitda/Net Operating Revenue: higher than or equal to 38%;

 

c)       Total connections (water and sewage) /headcount: higher than or equal to 520;

 

d)      Ebitda /Debt service: higher than or equal to 1.5; and

 

e)       Shareholders’ Equity/Total Liabilities: higher than or equal to 0.8.

 

Non-fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

Eurobonds:

 

Restrict the contracting of new debts so that:

 

a)       Total adjusted debt in relation to Ebitda shall not exceed 3.65; and

 

b)      The Company’s debt service coverage ratio, determined on the date of inclusion of this debt, is not lower than 2.35.

 

Non fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

Inter-American Development Bank (IDB):

 

The contracts 713, 896, 1,212 and 2,202 - Tariffs shall:

 

a)       Produce sufficient revenue to cover system exploration, including those related to the management, operation, maintenance and depreciation;

 

b)      Provide a profitability over fixed assets higher than 7%; and

 

c)       During the execution of the project, balances of loans took out on a short-term basis shall not exceed 8.5% of shareholders’ equity.

 

Non fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

On March 31, 2012, the Company complied with requirements included in its loan and financing contracts.

 

The Company has obtained from BNDES, exceptionally, the suspension for 13 months, as of December 2011 of the requirement to comply with special obligations set forth by contracts.

 

 

13.   TAXES AND CONTRIBUTIONS

 

a)     Current assets

 

The item recoverable taxes of current assets is composed of outstanding balance of income tax and social contribution and amounts related to withholding income tax (IRRF) on financial investments. The balance on March 31, 2012 was R$54,088 (R$118,116 on December 31, 2011), a reduction of  R$64,028 in the balance occurred as a result of offset of amounts related to outstanding balance of income tax and social contribution for the year 2011 with amounts payable of same taxes for 2012. This drop was partially mitigated by the calculation of withholding income tax (IRRF) levied on financial investments interest income recognized in the quarter.

 

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

ITR – Quarterly Financial Information – March 31, 2012 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version : 1

 

Notes to the Financial Statements 

 
 

b)     Liabilities

 

 

PARENT COMPANY

 

Current

 

Non-current

 

3/31/2012

 

12/31/2011

 

3/31/2012

 

12/31/2011

Income tax and social contribution

37,812

-

-

 

-

Cofins and Pasep

55,743

 

57,052

 

-

 

-

Paes

37,054

 

36,716

 

9,271

 

18,363

INSS

25,621

 

25,630

 

-

 

-

IRRF

1,424

 

44,168

 

-

 

-

Other

14,950

 

17,228

 

-

 

-

Total

172,604

 

180,794

 

9,271

 

18,363

 

 

 

CONSOLIDATED

 

Current

 

Non-current

 

3/31/2012

 

12/31/2011

 

3/31/2012

 

12/31/2011

Income tax and social contribution

37,881

 

-

 

-

 

-

Cofins and Pasep

55,758

 

57,073

 

-

 

-

Paes

37,054

 

36,716

 

9,271

 

18,363

INSS

25,627

 

25,645

 

-

 

-

IRRF

1,431

 

44,172

 

-

 

-

Other

15,021

 

17,516

 

-

 

-

Total

172,772

 

181,122

 

9,271

 

18,363

 

 

The reduction in consolidated current liabilities of  R$8,350 mainly occurred as a result of withholding income tax levied on  interest on equity in January 2012, and conversely of income tax and social contribution payable in March 2012.

 

The reduction of R$9,092 in consolidated non-current liabilities occurred as a result of payment flow and adequacy of the short-term and long-term balances of the Special Tax Installment Payment Program (Paes) of the parent company, according to the information below.

 

The company applied for the Special Tax Installment Payment Program (Paes) on July 15, 2003, pursuant Law 10684 of May 30, 2003, including in this request the debts related to Cofins and Pasep involved in lawsuit against the application of Law 9718/98 and consolidated the remaining balance of the Tax Recovery Program (Refis). The total amount included in Paes was R$316,953, as follows:

 

Tax

 

Principal

 

Penalty

 

Interests

 

Total

COFINS

 

132,499

 

13,250

 

50,994

 

196,743

PASEP

 

5,001

 

509

 

2,061

 

7,571

REFIS

 

112,639

 

-

 

-

 

112,639

Total

 

250,139

 

13,759

 

53,055

 

316,953

 

 

Debt has been paid in 120 months. The amounts paid in the first quarter of 2012 and in the fourth quarter of 2011 were R$9,233 and R$9,148, respectively. Financial expenses were recorded in the amount of R$479 in the first quarter of 2012 and R$817 in the first quarter of 2011. The outstanding debt on March 31, 2012 was R$46,325. The assets pledged as collateral in  previous Refis Program, in the amount of R$249,034 continue to collateralize the amounts of Paes Program.

 

 

 

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

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Version : 1

 

Notes to the Financial Statements 

 

 

14.   DEFERRED TAXES AND CONTRIBUTIONS

 

(a)    Equity balances

 

Analytical breakdown of deferred taxes – parent company

 

 

PARENT COMPANY

 

CONSOLIDATED

 

3/31/2012

 

12/31/2011

 

3/31/2012

 

12/31/2011

 

 

 

 

 

 

 

 

Deferred income tax asset (i)

 

 

 

 

 

 

 

Provision for contingencies

607,650

 

575,473

 

607,650

 

575,473

Pension Plan liabilities –G1

183,215

 

180,018

 

183,215

 

180,018

Pension Plan liabilities –G0

85,271

 

85,271

 

85,271

 

85,271

Donations of assets related to the concession contracts

38,213

 

38,213

 

38,213

 

38,213

Allowance for loan losses

140,628

 

135,223

 

140,628

 

135,223

Other

77,616

 

77,175

 

80,837

 

78,717

 

 

 

 

 

 

 

 

Total deferred tax asset

1,132,593

 

1,091,373

 

1,135,814

 

1,092,915

 

 

 

 

 

 

 

 

Deferred tax liability (ii)

 

 

 

 

 

 

 

Temporary difference on concession of intangible asset

(692,210)

 

(692,210)

 

(692,210)

 

(692,210)

Capitalization of borrowing costs

(101,507)

 

(101,507)

 

(101,507)

 

(101,507)

Income on supply to public authorities

(78,166)

 

(76,773)

 

(78,166)

 

(76,773)

Other

(82,064)

 

(42,957)

 

(82,245)

 

(42,962)

 

 

 

 

 

 

 

 

Total deferred tax liability

(953,947)

 

(913,447)

 

(954,128)

 

(913,452)

 

 

 

 

 

 

 

 

Deferred tax asset (liability) in the balance sheet

178,646

 

177,926

 

181,686

 

179,463

 

 

 

 

3/31/2012

 

12/31/2011

 

 

 

 

Deferred income tax asset (i)

 

 

 

recoverable within 12 months

295,229

 

259,784

recoverable after one year

837,364

 

831,589

 

 

 

 

Total deferred tax asset

1,132,593

 

1,091,373

 

 

 

 

Deferred tax liability (ii)

 

 

 

realizable within 12 months

(35,372)

 

(27,282)

realizable after one year

(918,575)

 

(886,165)

 

 

 

 

Total deferred tax liability

(953,947)

 

(913,447)

Deferred tax asset (liability) in the balance sheet

178,646

 

177,926

 

 

(i)       The Company’s Management expects to realize the deferred tax asset balance in 2012 at the same ratio as 2011, and the remaining amount to be realized in the subsequent year, 2013.

 

(ii)      Deferred tax liabilities are expected to be realized in 2012, at the same ratio as 2011, and the remaining amount to be realized in subsequent years as of 2013.

 

The increase in the net balance of consolidated deferred tax asset, in the amount of R$720, occurred as a result of the calculation of tax on higher provision for losses related to the sale of water at wholesale (Note 7(c)), from provisions for contingent liabilities (Note 15) and from Pension Plan liabilities G1 (Note 16 (i)).

 

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

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Version : 1

 

Notes to the Financial Statements 

 
 

 

(b)    Reconciliation of effective tax rate

 

The amounts recorded as income tax and social contribution expenses in the financial statements are reconciled with nominal rates provided for by laws, as shown below:

 

 

 

PARENT COMPANY CONSOLIDATED

 

Jan-Mar

2012

Jan-Mar

2011

Jan-Mar

2012

Jan-Mar

2011

 

 

 

 

 

Income before taxes

755,188

378,727

753,476

378,689

Nominal rate

34%

34%

34%

34%

Expected expense at nominal rate

(256,764)

(128,767)

(256,182)

(128,754)

Permanent differences

 

 

 

 

Provisions Law 4,819/58 (i)

(8,826)

(67,167)

(8,826)

(67,167)

Other differences

2,315

-

3,445

25

Income tax and social contribution

(263,275)

(195,934)

(261,563)

(195,896)

 

 

 

 

 

Current income tax and social contribution

(263,995)

(209,314)

(263,136)

(209,314)

Deferred income tax and social contribution

720

13,380

1,573

13,418

Effective tax rate

35%

52%

35%

52%

 

(i)     Permanent difference related to the provision for actuarial liability (Note 8 (vii)).

 

Transition Tax Regime – RTT

 

For the purposes of calculating income tax and social contribution on net income for the years  2009 and 2008, the Company and its subsidiaries adopted the RTT, which allows the legal entity to eliminate the accounting effects of Law 11,638/07 and Provisional Measure 449/08, converted into Law 11.941/09, by means of records in the tax accounting ledger - LALUR and ancillary controls, without any change in the accounting books.

 

As of 2010, the Company has been adopted the same tax practices of 2008 and 2009, since the RTT became mandatory and shall be effective until the enactment of Law that rules the tax effects of the new accounting methods, seeking the tax neutrality.

 

 

15.   PROVISIONS

 

Management, based on a joint analysis with its legal counsels, recorded a provision in amount considered sufficient to cover probable losses in lawsuits. In current liabilities, under “Provisions”, amounts related to lawsuits in view of execution of the judgment are R$926,304 (December 31, 2011 - R$764,070) and the amounts recorded under non-current liabilities, under “Provisions” are R$737,830 (December 31, 2011 - R$807,759). The amount paid between January and March 2012 was R$31,708.

 

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

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Version : 1

 

Notes to the Financial Statements 

 
 

 

 

PARENT COMPANY AND CONSOLIDATED

 

12/31/2011

Additions

Exclusions

Interest rates, monetary restatements

and reversals

3/31/2012

 

 

 

 

 

 

Customers (i)

727,261

13,889

(16,849)

13,030

737,331

Suppliers (ii)

422,595

17,615

(3)

44,631

484,838

Other civil lawsuits (iii)

188,546

5,605

(10,568)

(953)

182,630

Tax (iv)

76,448

232

(2,634)

553

74,599

Labor (v)

156,536

16,475

(8,047)

4,724

169,688

Environmental (vi)

121,179

14,230

(3)

2,714

138,120

Subtotal

1,692,565

68,046

(38,104)

64,699

1,787,206

Judicial deposits

(120,736)

(2,741)

2,117

(1,712)

(123,072)

Total

1,571,829

65,305

(35,987)

62,987

1,664,134

 

 

Main variations occurred in the period additions are related to the change in expectation of loss related to customers, suppliers and labor claims. In case of write-offs due to the revised estimate and payments made in customer, other civil and labor claims.

 

(i)     Customers - Approximately 1,516 lawsuits were filed by commercial customers, which claim that their tariffs should correspond to other consumer categories, and accordingly the refund of amounts charged by the Company. The Company was granted both favorable and unfavorable final decisions at several court levels and recognized provisions when the chances of losses are probable.

 

(ii)    Suppliers - Suppliers’ claims include lawsuits filed by some builders alleging  underpayment of monetary restatements, withholding of amounts related to the understated inflation rates deriving from Real economic plan, and the economic and financial imbalance of the agreements. These lawsuits are in progress at different courts and a provision is recognized when the chances of losses are probable.

 

(iii)   Other civil lawsuits - these mainly refer to action for damages due to property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels, duly accrued when classified as probable losses.

 

(iv)   Tax lawsuits - the provision for tax contingencies mainly refers to issues connected with tax collections questioned due to different interpretation of legislation by the Company’s legal counsels, duly accrued when classified as probable losses.

 

(v)    Labor lawsuits - the Company is a party in several labor lawsuits, involving issues such as overtime, unhealthy work premium and hazardous work premium, prior notice, change of job position, salary parity and other. Most of the amount involved is under provisional or final execution at various court levels, and thus is classified as a probable loss and accordingly a provision was recognized.

 

(vi)   Environmental lawsuits - these refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental – Cetesb, Public Prosecution Office of the State of São Paulo and other for the imposition of fines due to environmental damages allegedly caused by the Company. The accrued amounts not always represent the final amount to be disbursed as indemnity of alleged damages, in view of the current stage of referred lawsuits are and Management’s impossibility to reasonably estimate the amounts of future disbursements.

 

Lawsuits with likelihood of possible loss

 

The Company is a party to lawsuits and administrative proceedings related to environmental, tax, civil and labor claims, which are considered by its legal counsels as possible losses, and are not recorded in the accounting books. The amount attributed to these lawsuits is approximately R$2,668,200 on March 31, 2012 (December 31, 2011 - R$2,621,800).

 

Other information is presented in annual financial statements of December 31, 2011, Note 16.

 

 

 

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Notes to the Financial Statements 

 
 

 

16.   EMPLOYEES BENEFITS

 

(a)    Assistance Plan

 

Managed by Fundação Sabesp de Seguridade Social – SABESPREV, it is composed of optional health care plans, of free choice, maintained by contributions from the sponsor and the participants, which were the following:

 

From the Company: 8.0%, on average, on gross payroll;

 

From the participants: 2.2%, on base salary and bonus, which corresponds to the average of 1.4% on gross payroll.

 

(b)    Pension plan

 

Managed by Fundação Sabesp de Seguridade Social – SABESPREV, the defined benefit plan (“Plano G1”) receives monthly contributions from the Company and from active participants.

 

Funded Plan – G1

 

Pension plan liabilities in December, 2011

538,619

Expenses recognized in 2012

9,402

Pension plan liabilities in March 2012

548,021

 

 

Unfunded Plan – G0

 

Pension plan liabilities in December, 2011

1,512,078

Expenses recognized in 2012

13,458

Pension plan liabilities in March 2012

1,525,536

 

 

Total

2,073,557

 

 

(i)     Plan G1

 

On March 31, 2012, the Company had a net actuarial liability of R$548,021 (December 2011 – R$538,619) which represents the difference between the present value of the Company´s liabilities related to participants who are employees, retirees and pensioners and the fair value of related assets and unrecognized actuarial gains.

 

Aiming at settling the deficit referring to the Defined Benefit Plan (BD) G1, as of July, 2010, SABESP and SABESPREV have structured a process through which participants could elect to change from the Defined Benefit Plan to Defined Contribution Plan, the SABESPREV Mais.

 

The period for migrating the plan, from July to November, 2010, was suspended through injunction granted by the Court of Justice of the State of Sao Paulo on October 20, 2010, until the allegations from parties involved are analyzed.

 

(ii)    Plan G0

 

The Company makes payments, due to court order, supplementary retirement and pension benefits to its former employees and pensioners provided for by State Law  4,819/58. These amounts are recorded as accounts receivable from shareholders, restricted to the amounts recognized as due by the State Government.

 

On March 31, 2012, the Company had a liability to the Plan G0 of R$1,525,536 (December 2011 – R$1,512,078). In the period between January and March 2012 the amount of R$13,458 was recorded referring to the Company’s actuarial liability for 2012.

 

(c)    Profit Sharing

 

The Company recorded referring to the Profit Sharing Plan, considering the period between January and December 2012, the amount corresponding to one payroll, by setting targets. In the first quarter of 2012, the amount of R$14,144 was accrued (first quarter of 2011 – R$13,150).

 

 

 

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Version : 1

 

Notes to the Financial Statements 

 
 

 

17.   REVENUE

 

(a)    Gross revenue from sale of goods and services

 

 

PARENT COMPANY

CONSOLIDATED

 

1Q12

1Q11

1Q12

1Q11

 

 

 

 

 

Metropolitan Region of São Paulo

1,587,422

1,441,667

1,587,422

1,441,667

Regional systems(i) 

601,985

548,163

606,456

549,207

Total (ii)

2,189,407

1,989,830

2,193,878

1,990,874

 

 

(i)     It includes the municipalities operated in the inland and coastal region of the State of São Paulo.

 

(ii)    Gross operating revenue from sale of products and services was up 10.0% in the period between January and March 2012 when compared to the period between January and March 2011, mainly due to tariff increase of 6.83% occurred in September 2011 and increase in billed volume of 3.0%.

 

(b)    Reconciliation of gross revenue to net revenue

 

 

PARENT COMPANY

CONSOLIDATED

 

1Q12

1Q11

1Q12

1Q11

 

 

 

 

 

Gross revenues from sales and/or services

2,189,407

1,989,830

2,193,878

1,990,874

Construction revenue

550,856

450,173

557,774

450,188

Sales taxes

(162,581)

(145,380)

(163,255)

(145,372)

Net revenues

2,577,682

2,294,623

2,588,397

2,295,690

 

 

 

 

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

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Version : 1

 

Notes to the Financial Statements 

 
 

18.   OPERATING COSTS AND EXPENSES

 

 

PARENT COMPANY

CONSOLIDATED

Description

1Q12

1Q11

1Q12

1Q11

Cost of sales and services rendered:

 

 

 

 

Payroll and charges

283,081

261,576

283,729

261,709

Pension plan liabilities (i)

9,058

11,475

9,058

11,475

Construction costs

539,382

439,415

545,744

439,429

General supplies

37,592

34,669

37,735

34,720

Treatment supplies

44,574

45,605

44,646

45,632

Outsourced services

160,813

131,628

161,485

131,764

Electricity

149,732

140,944

150,693

141,185

General expenses

92,456

84,120

92,553

84,163

Depreciation and amortization

179,751

218,345

179,811

218,347

 

1,496,439

1,367,777

1,505,454

1,368,424

Selling expenses:

 

 

 

 

Payroll and charges

46,281

45,911

46,394

45,931

Pension plan liabilities (i)

1,396

1,962

1,396

1,962

General supplies

1,870

1,740

1,870

1,740

Outsourced services

62,179

71,559

62,200

71,565

Electricity

261

171

261

171

General expenses

18,539

20,211

18,586

20,212

Depreciation and amortization

1,489

3,531

1,489

3,531

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

38,762

33,137

38,880

33,137

 

170,777

178,222

171,076

178,249

Administrative expenses:

 

 

 

 

Payroll and charges

38,441

35,332

39,664

36,030

Pension plan liabilities (i)

28,065

200,229

28,070

200,229

General supplies

1,012

748

1,226

783

Outsourced services

42,003

28,258

42,764

28,663

Electricity

354

192

406

194

General expenses

56,849

23,122

57,208

23,299

Depreciation and amortization

5,255

6,217

5,274

6,222

Tax expenses

35,012

27,384

35,180

27,431

 

206,991

321,482

209,792

322,851

Costs, selling and administrative expenses:

 

 

 

 

Payroll and charges

367,803

342,819

369,787

343,670

Pension plan liabilities (i)

38,519

213,666

38,524

213,666

Construction costs

539,382

439,415

545,744

439,429

General supplies

40,474

37,157

40,831

37,243

Treatment supplies

44,574

45,605

44,646

45,632

Outsourced services

264,995

231,445

266,449

231,992

Electricity

150,347

141,307

151,360

141,550

General expenses

167,844

127,453

168,347

127,674

Depreciation and amortization

186,495

228,093

186,574

228,100

Tax expenses

35,012

27,384

35,180

27,431

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

38,762

33,137

38,880

33,137

 

1,874,207

1,867,481

1,886,322

1,869,524

 

 

(i)     Decrease occurred in pension plan liabilities due to increase in actuarial liability related to supplementary retirement and pension benefits granted by State Law 4,819/58 (Plan G0) in the amount of R$157,527 with impact in the first quarter of 2011, not recurring in other quarters.

 

 

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Notes to the Financial Statements 

 
 

19.   OPERATING INCOME AND EXPENSES

 

 

PARENT COMPANY

CONSOLIDATED

Description

1Q12

1Q11

1Q12

1Q11

 

 

 

 

 

Financial expenses:

 

 

 

 

Interest and charges on loans and financing - local currency

(82,203)

(120,130)

(84,561)

(120,205)

Interest and charges on loans and financing - foreign currency

(20,019)

(19,266)

(20,019)

(19,266)

Other financial expenses

(19,670)

(24,787)

(19,638)

(24,804)

Income tax on foreign remittance

(2,109)

(1,899)

(2,109)

(1,899)

Monetary variation on loans and financing

(8,554)

(19,766)

(8,554)

(19,766)

Monetary variation on deficit re Sabesprev mais

(415)

-

(415)

-

Other monetary variations

(3,891)

(5,012)

(3,891)

(5,012)

Provisions for contingencies

(64,699)

(19,898)

(64,699)

(19,898)

Total financial expenses

(201,560)

(210,758)

(203,886)

(210,850)

 

 

 

 

 

Financial income:

 

 

 

 

Foreign exchange gains

11,774

17,095

11,774

17,105

Income from financial investments

54,839

61,346

55,006

61,360

Interest and others

20,994

17,504

21,046

17,516

Total financial income

87,607

95,945

87,826

95,981

 

 

 

 

 

Financial income, net before exchange variations

(113,953)

(114,813)

(116,060)

(114,869)

Exchange variations, net:

 

 

 

 

Exchange variation on loans and financing (i)

159,232

69,097

159,232

69,097

Other exchange variations

(20)

-

(20)

-

Foreign exchange gains

(249)

(4,918)

(240)

(4,918)

 

158,963

64,179

158,972

64,179

 

 

(i) Yen variation on JICA financing, a decrease of R$90.1 million due to 9.05% Yen depreciation in the first quarter of 2012 against 4.34% depreciation in the first quarter of 2011.

 

 

20.   OTHER OPERATING INCOME (EXPENSES), NET

 

The breakdown of “other operating income (expenses), net” is the following:

 

 

PARENT COMPANY

 

CONSOLIDATED

 

1Q12

 

1Q11

 

1Q12

 

1Q11

Other operating income net

10,607

 

5,254

 

10,633

 

5,282

Other operating expenses

(2,144)

 

(2,069)

 

(2,144)

 

(2,069)

Other operating income (expenses), net

8,463

 

3,185

 

8,489

 

3,213

 

 

Other operating income are composed of income from sale of fixed assets, public notices,  indemnities and reimbursement of expenses, penalties and pledges, lease of properties, reuse water, Pura and Aqua log’s projects and services.

 

Other operating expenses are composed of write-off of fixed assets due to obsolescence, discontinued works, unproductive wells, economically unfeasible projects and loss of fixed assets.

 

 

21.   BUSINESS SEGMENT INFORMATION

 

The Company's Management defined  the operating segments based  on  accounting balances in  Brazilian GAAP, applied in strategic decisions.

 

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Version : 1

 

Notes to the Financial Statements 

 

 

The Company's Management considers business as  water and sewage service. No  operating segment was  added

 

Business segment information for  the quarter ended March 31, 2012 is the following

 

 

 

 

CONSOLIDATED

 

 

1Q12

 

 

 

 

 

 

 

 

 

 

 

Water

Sewage

 

Reconciliation to

Financial Statements (a)

Balance according to the
Financial Statements

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services rendered– from external customers

 

1,214,705

 

979,173

 

557,774

 

2,751,652

 

 

 

 

 

 

 

 

 

Deductions from gross revenue

 

(90,087)

 

(73,168)

 

-

 

(163,255)

 

 

 

 

 

 

 

 

 

Net revenues from sales and services rendered- from external customers

 

1,124,618

 

906,005

 

557,774

 

2,588,397

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(852,266)

 

(488,312)

 

(545,744)

 

(1,886,322)

 

 

 

 

 

 

 

 

 

Operating profit before other operating expenses, net

 

272,352

 

417,693

 

12,030

 

702,075

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

8,489

 

 

 

 

 

 

 

 

 

Operating profit before financial result and taxes

 

 

 

 

 

 

 

710,564

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

106,159

 

80,415

 

-

 

186,574

 

 

Business segment information for the quarter ended March 31, 2012 is the following:

 

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Notes to the Financial Statements 

 
 

 

 

 

CONSOLIDATED

 

 

1Q11

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to Financial Statements (a)

 

Balance according to

the Financial Statements

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services rendered – from external customers

 

1,107,102

 

883,772

 

450,188

 

2,441,062

 

 

 

 

 

 

 

 

 

Deductions from gross revenue

 

(80,839)

 

(64,533)

 

-

 

(145,372)

 

 

 

 

 

 

 

 

 

Net revenue from sales and services rendered- from external customers

 

1,026,263

 

819,239

 

450,188

 

2,295,690

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(915,806)

 

(514,289)

 

(439,429)

 

(1,869,524)

 

 

 

 

 

 

 

 

 

Operating profit before other operating expenses, net

 

110,457

 

304,950

 

10,759

 

426,166

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

 

3,213

 

 

 

 

 

 

 

 

 

Operating profit before financial result and taxes

 

 

 

 

 

 

 

429,379

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

131,918

 

96,182

 

-

 

228,100

 

 

Operating profit before financial result and taxes of the parent company amounts to R$710,178 (March 2011 - R$429,361), and the difference of R$386 (March 2011 - R$18) represented by  financial results and income tax and social contribution of jointly-owned subsidiaries.

 

The adjustments in gross revenue from sales and services are the following:

 

 

1st quarter

 

2012

 

2011

 

 

 

 

(a) Construction gross revenue referring to ICPC 1

557,774

 

450,188

 

 

Adjustments to cost, selling expenses and administrative expenses are the following:

 

 

1st quarter

 

2012

 

2011

 

 

 

 

(a) Construction cost referring to ICPC 1

(545,744)

 

(439,429)

 

 

(a)    Construction revenue is recognized as CPC 17, "Construction Contracts (IAS 11) applying the percentage method of execution.

 

 

 

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Notes to the Financial Statements 

 

 

22.   SHAREHOLDERS’ EQUITY

 

(a) Authorized capital

 

The Company is authorized to increase its capital up to the limit of R$10,000,000 (December 31, 2011 - R$10,000,000) by means of resolution of the Board of Directors and Fiscal Council.

 

(b) Subscribed and paid-up capital

 

The subscribed and paid-up capital consists of 227,836,623 common shares (December 31, 2011 - 227,836,623), book-entry, registered shares, without par value, distributed as follows:

 

 

Number of shares

%

Treasury Department

114,508,086

50.26

Brazilian Clearing and Depository Corporation

56,036,950

24.59

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

56,663,486

24.87

Other

628,101

0.28

 

227,836,623

100.00

 

(*) each ADR corresponds to 2 shares

 

The additional dividend proposed, in the amount of R$288,142 for the fiscal year of 2011 was approved at the Shareholders’ Meeting of April 23, 2012.

 

Further information on shareholders’ equity, such as shareholders compensation, objective and purpose of reserves can be found in Note 18 of the Annual Financial Statements of December 31, 2011.

 

 

23.   EARNINGS PER SHARE

 

(a)    Basic and diluted

 

Basic earnings per share is calculated by dividing the profit attributable to the Company’s shareholders by the weighted average number of common shares issued during the year.

 

 

1Q12

 

1Q11

 

 

 

 

Profit attributable to the Company’s shareholders

491,913

 

182,793

Weighted average number of common shares issued (in thousands of shares)

227,836

 

227,836

 

 

 

 

Basic and diluted earnings per share (Reais per share

2.15907

 

0.80230

 

 

The Company had no potential common shares outstanding, such as for instance, debt convertible into common shares. Thus, the basic and diluted earnings per share are the same.

 

 

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Notes to the Financial Statements 

 

24.   COMMITMENTS

 

(i) Operational rentals

 

On March 31, 2012, operational and facilities rentals already contracted require minimum payments as follows:

 

2012

64,116

2013

56,951

2014

27,085

2015

688

Total

148,840

 

 

Rental expenses for the periods ended March 31, 2012 and 2011 were R$15,768 and R$7,322, respectively. Figures refer to the following accounts: property rentals, rental of machinery and equipment, rental of computer equipment, car rentals, automotive equipment rental and leasing of copying machines. The operating lease contracts expire in 2015.

 

(ii)    Electricity 

 

The Company has long-term contracts for firm commitments with suppliers of electricity for own use. On March 31, 2012, the main amounts of contracts of this type are as follows:

 

2012

403,443

2013

134,147

2014

109,970

2015

107,405

Total

754,965

 

Electricity expenses for the periods ended March 31, 2012 and 2011 were R$150,425 and R$141,358 respectively. The firm commitment agreements expire in 2015.

 

 

25.   SUBSEQUENT EVENTS

 

PAC 2 – GROUP I - BNDES

 

Credit facility agreement 11.2.0975.1 and 11.2.0975.1, signed on March 5, 2012 between SABESP - Companhia de Saneamento Básico do estado de São Paulo and BNDES - Brazilian Development Bank in the total amount of R$180,798,006.63. The loan aims the execution of expansion works and optimization of sanitary sewage systems in the municipalities of São Paulo, Itapecerica da Serra, Embu das Artes, Carapicuíba, Osasco, São Bernardo do Campo and Cotia, as well as for the preparation of the executive project of São Lourenço Producer System. The total term is 180 months for works and 96 months for the executive project, with a 24 and 36-month grace period. Interest: TJLP + 1.72% p.a.

 

PAC 2 - Group I and II - CEF

 

On February 28, 2012, SABESP formalized with Federal Savings Bank, thirty (30) loan operations summing up R$133,986,167.53, which will be applied in the execution of water supply, sewage works and services and studies and projects, mainly benefiting the municipalities of the metropolitan region of  São Paulo, Baixada Santista region and Campinas. Proceeds derive from FGTS – Programa Saneamento para Todos (“Sanitation Program for Everyone”) and were raised through the selection process of Ministry of Cities - PAC 2 - Groups I and II. Financial charges are: annual interest rate of 6.00%, annual risk rate of 0.30%, annual management fee of 1.40% and TR Index – Reference Rate. Grace period is up to 4 years and amortization is 20 years for water supply and sewage works and 5 years for studies and projects.

 

 

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Version : 1

 
 

Other Information Deemed as Relevant by the Company

 

1.    CHANGE IN THE INTEREST OF CONTROLLING SHAREHOLDER, BOARD MEMBERS AND OFFICERS

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES Position at March 31, 2012 

 

Shareholder

Number of Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Controlling Shareholder

 

 

 

 

Treasury Department

114,508,086 

50.3%

114,508,08

50.3%

Management

 

 

 

 

Board of Directors

2,00

0

2,00

0

Board of Executive Officers

603

0

603

0

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

114,510,698

50.3%

114,510,698

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

113,325,925

49.7%

113,325,925

49.7%

 

 

 

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position at March 31, 2011 

 

Shareholder

Number of Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Controlling Shareholder

 

 

 

 

Treasury Department

114,508,085 

50.3%

114,508,08

50.3%

Management

 

 

 

 

Board of Directors

2,008

0

2,008

0

Board of Executive Officers

603

0

603

0

 

 

 

 

 

 

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Other Information Deemed as Relevant by the Company

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position at March 31, 2011 

 

Shareholder

Number of Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

114,510,696 

50.3%

114,510,69

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

113,325,927

49.7%

113,325,927

49.7%

 

 

 

 

2.    SHAREHOLDING POSITION

 

 

 

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

Company: 

 

CIA SANEAMENTO  BÁSICO  ESTAD SÃO  PAUL

Position at

March 31, 2012 

(Shares)

 

 

Common Shares

 

Total

 

Shareholder

 

Number

 

%

 

Number

 

%

 

Treasury Department

 

114,508,086 

 

50.

 

114,508,086 

 

50.

 

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Opinions and Statements / Special Review Report - Unqualified

 

 

 

Report on review of quarterly information

 

 

 

To the Board of Directors and Shareholders

Companhia de Saneamento Básico do

Estado de São Paulo – SABESP    

 

 

 

Introduction

 

We have reviewed the accompanying parent company and consolidated interim accounting information of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, included in the Quarterly Information Form (ITR) for the quarter ended March 31, 2012, comprising the balance sheet as at that date and the statements of income, comprehensive income, changes in equity and cash flows for the quarter then ended, and a summary of significant accounting policies and other explanatory information.

 

Management is responsible for the preparation of the parent company interim accounting information in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and of the consolidated interim accounting information in accordance with CPC 21 and International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review.

 

Scope of review

 

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

 

Conclusion on the parent

company interim information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM.

 

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Conclusion on the consolidated

interim information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM.

 

Other matters

 

Statements of value added

 

We have also reviewed the parent company and consolidated statements of value added for the quarter ended March 31, 2012. These statements are the responsibility of the Company’s management, and are required to be presented in accordance with standards issued by the CVM applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which do not require the presentation of the statement of value added. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in a manner consistent with the parent company and consolidated interim accounting information taken as a whole.

 

São Paulo, May 10, 2012

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

 

 

Valdir Renato Coscodai

Contador CRC 1SP165875/O-6

PAGE: 75 of 75

 

SIGNATURE  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: June 15, 2012
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/ Rui de Britto Álvares Affonso   
 
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.