sbsitr2q13_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 September 5, 2013
(Commission File No. 1-31317)
 

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


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



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

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

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

Yes ______ No ___X___

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

 
 

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

 

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

Version: 1

 

 

Table of Contents

 

Company Information

 

Capital Breakdown

1

Cash Proceeds

2

Parent Company’s Financial Statements

 

Statement of Financial Position – Assets

3

Statement of Financial Position – Liabilities

4

Statement of Income

6

Statement of Comprehensive Income

8

Statement of Cash Flows

9

Statement of Changes in Equity

 

1/1/2013 to 6/30/2013

11

1/1/2012 to 6/30/2012

12

Statement of Value Added

13

Comments on the Company’s Performance

14

Notes to the Financial Statements

20

Comments on the Company’s Projection Trend

72

Other Information Deemed as Relevant by the Company

73

Reports and Statements

 

Unqualified Report on Special Review

75

 

 

 


 
 

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

 

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

Version: 1

 

Company Information / Capital Breakdown

 

Number of Shares

(Units)

Current Quarter

6/30/2013

 

Paid-in Capital

 

 

Common

683,509,869

 

Preferred

0

 

Total

683,509,869

 

Treasury Shares

 

 

Common

0

 

Preferred

0

 

Total

0

 

 

 

Page 1 of 76


 
 

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

 

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

Version: 1

 

Company Information / Cash Proceeds

 

Event

Approval

Proceeds

Date of Payment

Type of Share

Class of Share

Earnings per Share

(Reais / Share)

Board of Directors’ Meeting

3/21/2013

Others

6/21/2013

Common

 

2.34500


 

Page 2 of 76


 
 

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

 

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

Version: 1

 

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

 

(R$ thousand)

Code

Description

Current Quarter

6/30/2013

Previous Year

12/31/2012

1

Total Assets

26,983,475

26,476,097

1.01

Current Assets

2,968,862

3,330,598

1.01.01

Cash and Cash Equivalents

1,669,087

1,915,974

1.01.03

Accounts Receivable

1,148,854

1,148,218

1.01.03.01

Trade Accounts Receivable

1,033,698

1,038,945

1.01.03.02

Other Accounts Receivable

115,156

109,273

1.01.03.02.01

Balances with Related Parties

115,156

109,273

1.01.04

Inventories

52,307

53,028

1.01.06

Recoverable Taxes

17,663

118,421

1.01.06.01

Current Recoverable Taxes

17,663

118,421

1.01.08

Other Current Assets

80,951

94,957

1.01.08.03

Other

80,951

94,957

1.01.08.03.01

Restricted Cash

12,488

64,977

1.01.08.03.20  

Other Accounts Receivable

68,463

29,980

1.02

Noncurrent Assets

24,014,613

23,145,499

1.02.01

Long-Term Assets

856,602

906,391

1.02.01.03

Accounts Receivable

335,769

335,687

1.02.01.03.01  

Trade Accounts Receivable

335,769

335,687

1.02.01.06

Deferred Taxes

135,672

145,302

1.02.01.06.01

Deferred Income Tax and Social Contribution

135,672

145,302

1.02.01.08

Receivables from Related Parties

135,233

153,098

1.02.01.08.03

Receivables from with Controlling Shareholders

135,233

153,098

1.02.01.09

Other Noncurrent Assets

249,928

272,304

1.02.01.09.04  

Escrow Deposits

51,955

53,158

1.02.01.09.05  

ANA – National Water Agency

103,195

108,099

1.02.01.09.20  

Other Accounts Receivable

94,778

111,047

1.02.02

Investments

74,961

74,872

1.02.02.01

Shareholdings

20,922

20,826

1.02.02.01.04

Other Shareholdings

20,922

20,826

1.02.02.02

Investment Properties

54,039

54,046

1.02.03

Property, Plant and Equipment

190,865

196,710

1.02.04

Intangible Assets

22,892,185

21,967,526

1.02.04.01

Intangible Assets

22,892,185

21,967,526

1.02.04.01.01

Concession Contracts

8,036,280

8,006,130

1.02.04.01.02

Program Contracts

4,933,354

4,390,263

1.02.04.01.03

Service Contracts

9,829,831

9,568,487

1.02.04.01.04

Software License

92,720

2,646


 

Page 3 of 76


 
 

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

 

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

Version: 1

 

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

 

(R$ thousand)

Code

Description

Current Quarter

6/30/2013

Previous Year

12/31/2012

2

Total Liabilities

26,983,475

26,476,097

2.01

Current Liabilities

2,703,029

3,758,189

2.01.01

Labor and Pension Plan Liabilities

312,419

267,332

2.01.01.01

Pension Plan Liabilities

24,425

35,188

2.01.01.02

Labor Liabilities

287,994

232,144

2.01.02

Trade Accounts Payable

239,393

295,392

2.01.02.01

Domestic Suppliers

239,393

295,392

2.01.03

Tax Liabilities

86,713

152,710

2.01.03.01

Federal Tax Liabilities

81,550

147,013

2.01.03.01.02

PIS-PASEP and COFINS (taxes on revenue) Payable

36,213

46,576

2.01.03.01.03

INSS (social security contribution) Payable

32,176

29,401

2.01.03.01.04

Installment Program - Law 10684/03

0

19,011

2.01.03.01.20

Other Federal Taxes

13,161

52,025

2.01.03.03

Municipal Taxes Liabilities

5,163

5,697

2.01.04

Loans and Financing

766,323

1,342,594

2.01.04.01

Loans and Financing

721,832

833,635

2.01.04.01.01

In Domestic Currency

516,091

635,968

2.01.04.01.02

In Foreign Currency

205,741

197,667

2.01.04.02

Debentures

44,491

508,959

2.01.05

Other Liabilities

703,725

1,135,078

2.01.05.01

Payables to Related Parties

2,466

958

2.01.05.01.03

Payables to Controlling Shareholders

2,466

958

2.01.05.02

Other

701,259

1,134,120

2.01.05.02.01

Dividends and Interest on Equity Payable

151

414,355

2.01.05.02.04

Services Payable

404,710

389,091

2.01.05.02.05

Refundable Amounts

37,678

42,479

2.01.05.02.06

Program Contract Commitments

155,931

148,220

2.01.05.02.07

Private Public Partnership – PPP

13,759

24,357

2.01.05.02.09

Indemnities

17,872

8,697

2.01.05.02.20

Other Payables

71,158

106,921

2.01.06

Provisions

594,456

565,083

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

108,004

112,119

2.01.06.01.01

Tax Provisions

6,552

9,912

2.01.06.01.02

Social Security and Labor Provisions

61,968

59,868

2.01.06.01.04

Civil Provisions

39,484

42,339

2.01.06.02

Other Provisions

486,452

452,964

2.01.06.02.03

Provisions for Environmental

42,261

11,586

2.01.06.02.04  

Provisions for Customers

350,808

355,520

2.01.06.02.05  

Provisions for Suppliers

93,383

85,858

2.02

Non-current Liabilities

12,246,014

11,461,146

2.02.01

Loans and Financing

8,260,155

7,532,661

2.02.01.01

Loans and Financing

4,912,720

4,669,478

 

Page 4 of 76


 
 

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

 

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

Version: 1

 

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

 

(R$ thousand)

Code

Description

Current Quarter

06/30/2013

Previous Year

12/31/2012

2.02.01.01.01

In Domestic Currency

1,645,303

1,651,384

2.02.01.01.02  

In Foreign Currency

3,267,417

3,018,094

2.02.01.02

Debentures

3,347,435

2,863,183

2.02.02

Other Payables

3,369,698

3,304,414

2.02.02.02

Other

3,369,698

3,304,414

2.02.02.02.04

Pension Plan Liabilities

2,652,990

2,592,550

2.02.02.02.05

Program Contract Commitments

98,502

87,407

2.02.02.02.06

Private Public Partnership – PPP

335,789

331,960

2.02.02.02.07

Indemnities

9,304

17,577

2.02.02.02.08

TAC – Retirees

36,804

36,804

2.02.02.02.09

Deferred COFINS and PASEP

127,812

123,731

2.02.02.02.20  

Other Payables

108,497

114,385

2.02.04

Provisions

616,161

624,071

2.02.04.01

Tax, Pension Plan, Labor and Civil Provisions

252,146

292,198

2.02.04.01.01  

Tax Provisions

56,522

58,173

2.02.04.01.02  

Pension Plan and Labor Provisions

94,877

111,830

2.02.04.01.04  

Civil Provisions

100,747

122,195

2.02.04.02

Other Provisions

364,015

331,873

2.02.04.02.03  

Provisions for Environmental

154,504

136,839

2.02.04.02.04  

Provisions for Customers

180,564

165,735

2.02.04.02.05  

Provisions for Suppliers

28,947

29,299

2.03

Equity

12,034,432

11,256,762

2.03.01

Paid-Up Capital

6,203,688

6,203,688

2.03.02

Capital Reserves

124,255

124,255

2.03.02.07

Projects Support

108,475

108,475

2.03.02.08

Incentive Reserves

15,780

15,780

2.03.04

Profit Reserve

5,307,433

5,387,634

2.03.04.01

Legal Reserve

616,814

616,814

2.03.04.08

Additional Dividend Proposed

0

80,201

2.03.04.10

Reserve for Investments

4,690,619

4,690,619

2.03.05

Retained Earnings/Accumulated Losses

857,871

0

2.03.08

Other Comprehensive Income

-458,815

-458,815

 

 

 

 

Page 5 of 76


 
 

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

 

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

Version: 1

 

Parent Company’s Financial Statements/Statement of Income

 

(R$ thousand)

Code

Description

Current Quarter 4/1/2013 to 6/30/2013

YTD Current Year

1/1/2013 to 6/30/2013

Same Quarter Previous Year 4/1/2012 to 6/30/2012

YTD Previous Year

1/1/2012 to 6/30/2012

3.01

Revenue from Sales and/or Services

2,796,278

5,441,322

2,475,049

5,052,731

3.02

Cost of Sales and/or Services

-1,731,945

-3,268,811

-1,567,770

-3,064,208

3.02.01

Cost of Sales and/or Services

-1,088,716

-2,139,620

-1,002,279

-1,959,335

3.02.02

Construction Cost

-643,229

-1,129,191

-565,491

-1,104,873

3.03

Gross Profit

1,064,333

2,172,511

907,279

1,988,523

3.04

Operating Income/Expenses

-348,169

-721,204

-267,452

-638,518

3.04.01

Selling Expenses

-164,722

-306,005

-168,512

-339,290

3.04.02

General and Administrative Expenses

-184,843

-425,280

-116,040

-323,031

3.04.04

Other Operating Income

13,581

24,218

22,875

33,482

3.04.04.01

Other Operating Income

15,289

27,018

25,321

37,227

3.04.04.02

COFINS and PASEP

-1,708

-2,800

-2,446

-3,745

3.04.05

Other Operating Expenses

-12,074

-13,876

-4,478

-6,622

3.04.05.01

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

-3,768

-5,433

-869

-1,808

3.04.05.03

Tax Incentives

-8,151

-8,286

-3,499

-4,688

3.04.05.20

Other

-155

-157

-110

-126

3.04.06

Equity in the Earnings (Losses) of Subsidiaries

-111

-261

-1,297

-3,057

3.05

Income Before Financial Result and Taxes

716,164

1,451,307

639,827

1,350,005

3.06

Financial Result

-207,256

-179,948

-331,375

-286,365

3.06.01

Finance Income

101,290

194,657

71,054

158,412

3.06.01.01

Finance Income

101,040

194,442

70,860

158,467

3.06.01.02

Foreign Exchange Gains

250

215

194

-55

3.06.02

Finance Expenses

-308,546

-374,605

-402,429

-444,777

3.06.02.01

Finance Expenses

-106,863

-302,524

-120,750

-322,310

3.06.02.02

Foreign Exchange Losses

-201,683

-72,081

-281,679

-122,467

3.07

Earnings Before Income Tax

508,908

1,271,359

308,452

1,063,640

3.08

Income Tax and Social Contribution

-147,239

-413,488

-15,640

-278,916

 

Page 6 of 76


 
 

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

 

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

Version: 1

 

 

Parent Company’s Financial Statements / Statement of Income

 

(R$ thousand)

Code

Description

Current Quarter 4/1/2013 to 6/30/2013

YTD Current Year

1/1/2013 to 6/30/2013

Same Quarter Previous Year 4/1/2012 to 6/30/2012

YTD Previous Year

1/1/2012 to 6/30/2012

3.08.01

Current

-116,317

-403,858

24,541

-239,454

3.08.02

Deferred

-30,922

-9,630

-40,181

-39,462

3.09

Net Result from Continued Operations

361,669

857,871

292,812

784,724

3.11

Profit/Loss for the Period

361,669

857,871

292,812

784,724

3.99

Earnings per Share - (Reais / Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common Share

0.52914

1.25510

0.42840

1.14808

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common Share

0.52914

1.25510

0.42840

1.14808

           

 

 

Page 7 of 76


 
 

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

 

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

Version: 1

 

Parent Company’s Financial Statements / Statement of Comprehensive Income

 

(R$ thousand)

Code

Description

Current Quarter 4/1/2013 to 6/30/2013

YTD Current Year

1/1/2013 to 6/30/2013

Same Quarter Previous Year 4/1/2012 to 6/30/2012

YTD Previous Year

1/1/2012 to 6/30/2012

4.01

Net Income for the Period

361,669

857,871

292,812

784,724

4.03

Comprehensive Income for the Period

361,669

857,871

292,812

784,724

 

 

Page 8 of 76


 
 

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

 

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

Version: 1

 

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

 

 (R$ thousand)

Code

Description

YTD Current Year 1/1/2013 to 6/30/2013

YTD Previous Year 1/1/2012 to 6/30/2012

6.01

Net Cash from Operating Activities

1,404,860

1,289,330

6.01.01

Cash from Operations

2,278,483

1,920,958

6.01.01.01

Net Income Before Income Tax and Social Contribution

1,271,359

1,063,640

6.01.01.02

Provision and Inflation Adjustments on Provisions

157,834

-6

6.01.01.04

Financial Charges from Customers

-118,983

-76,551

6.01.01.05

Residual Value of Written-off Property, Plant and Equipment

5,433

2,056

6.01.01.06

Depreciation and Amortization

391,924

363,511

6.01.01.07

Interest on Loans and Financing Payable

192,352

204,957

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financing

112,612

139,890

6.01.01.09

Interest and Monetary Variation on Liabilities

12,974

863

6.01.01.10

Interest and Monetary Variation in Assets

-8,736

-5,182

6.01.01.11

Allowance for Doubtful Accounts

165,304

183,738

6.01.01.12

Provision for Consent Decree (TAC)

10,228

20,315

6.01.01.13

Equity in the Earnings of Subsidiaries

261

3,057

6.01.01.14

Provision for Sabesprev Mais

4,849

-5,147

6.01.01.15

Other Provisions/Reversals

-21,512

3,668

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

-5,007

-2,638

6.01.01.17

Gross Margin over Intangible Assets Resulting from Concession Contracts

-23,262

-23,862

6.01.01.18

Pension Plan Liabilities

130,853

48,649

6.01.02

Changes in Assets and Liabilities

-301,029

-126,068

6.01.02.01

Trade Accounts Receivable

-40,196

53,196

6.01.02.02

Balances and Transactions with Related Parties

19,758

28,946

6.01.02.03

Inventories

455

10,443

6.01.02.04

Recoverable Taxes

-21,226

-20,715

6.01.02.05

Other Accounts Receivable

-17,310

-54,003

6.01.02.06

Escrow Deposits

1,203

-36,306

6.01.02.08

Contractors and Suppliers

-22,834

-71,735

6.01.02.09

Payroll, Provisions and Social Contribution

45,087

18,800

6.01.02.10

Pension Plan Liabilities

-70,413

-5,022

6.01.02.11

Taxes and Contributions Payable

-66,150

-78,891

6.01.02.12

Services Received

15,619

-7,619

6.01.02.13

Other Liabilities

-12,732

147,351

6.01.02.14

Provisions

-136,371

-111,920

6.01.02.15

Deferred COFINS/PASEP

4,081

1,407

6.01.03

Other

-572,594

-505,560

 

Page 9 of 76


 
 

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

 

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

Version: 1

 

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

 

 (R$ thousand)

Code

Description

YTD Current Year 01/01/2013 to 06/30/2013

YTD Previous Year 01/01/2012 to 06/30/2012

6.01.03.01

Interest Paid

-294,990

-320,951

6.01.03.02

Income Tax and Social Contribution Paid

-277,604

-184,609

6.02

Net Cash from Investing Activities

-955,580

-864,239

6.02.01

Acquisition of Property, Plant and Equipment

-7,947

-9,198

6.02.02

Increase in Intangible Assets

-999,765

-858,859

6.02.03

Increase (Decrease) in Investment

-357

-5,064

6.02.04

Restricted Cash

52,489

8,882

6.03

Net Cash from Financing Activities

-696,167

-823,723

6.03.01

Funding – Loans

1,262,709

888,842

6.03.02

Amortization of Loans

-1,409,371

-1,174,793

6.03.03

Payment of Interest on Equity

-498,648

-537,772

6.03.04

Public-Private Partnership – PPP

-20,963

0

6.03.05

Program Contract - Commitments

-29,894

0

6.05

Increase (Decrease) in Cash and Cash Equivalents

-246,887

-398,632

6.05.01

Opening Cash and Cash Equivalents

1,915,974

2,142,079

6.05.02

Closing Cash and Cash Equivalents

1,669,087

1,743,447

 


Page 10 of 76


 
 

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

 

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

Version: 1

 

 

Parent Company’s Financial Statements/Statement of Changes in Equity – 1/1/2013 to 6/30/2013

 

(R$ thousand)

Code

Description

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/ Accumulated Losses

Other Comprehensive Income

Total Equity

5.01

Opening Balances

6,203,688

124,255

5,387,634

0

-458,815

11,256,762

5.03

Restated Opening Balances

6,203,688

124,255

5,387,634

0

-458,815

11,256,762

5.04

Capital Transactions with Partners

0

0

-80,201

0

0

-80,201

5.04.08

Additional Dividends Approved

0

0

-80,201

0

0

-80,201

5.05

Total Comprehensive Income

0

0

0

857,871

0

857,871

5.05.01

Net income for the Period

0

0

0

857,871

0

857,871

5.07

Closing Balances

6,203,688

124,255

5,307,433

857,871

-458,815

12,034,432


 

Page 11 of 76


 
 

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

 

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

Version: 1

 

 

Parent Company’s Financial Statements/Statement of Changes in Equity– 1/1/2012 to 6/30/2012

 

(R$ thousand)

Code

Description

 

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/ Accumulated Losses

Other Comprehensive Income

Total Equity

5.01

Opening Balances

6,203,688

124,255

4,217,953

0

-953

10,544,943

5.03

Restated Opening Balances

6,203,688

124,255

4,217,953

0

-953

10,544,943

5.04

Capital Transactions with Partners

0

0

-288,143

0

0

-288,143

5.04.08

Additional Dividends Approved

0

0

-288,143

0

0

-288,143

5.05

Total Comprehensive Income

0

0

0

784,724

0

784,724

5.05.01

Net income for the Period

0

0

0

784,724

0

784,724

5.07

Closing Balances

6,203,688

124,255

3,929,810

784,724

-953

11,041,524

 

 


Page 12 of 76


 
 

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

 

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

Version: 1

 

 

Parent Company’s Financial Statements/Statement of Value Added

 

(R$ thousand)

Code

Description

YTD Current Year

1/1/2013 to 6/30/2013

YTD Previous Year 1/1/2012 to 6/30/2012

7.01

Revenue

5,749,507

5,328,509

7.01.01

Operating Revenue

4,626,275

4,237,934

7.01.02

Other Revenue

27,018

37,227

7.01.03

Revenue from the Construction

1,152,453

1,128,735

7.01.04

Allowance for/Reversal of Doubtful Accounts

-56,239

-75,387

7.02

Inputs Acquired from Third Parties

-2,278,969

-2,128,052

7.02.01

Costs of Sales and Services

-1,910,433

-1,816,708

7.02.02

Materials, Energy, Outsourced Services and Other

-354,660

-304,722

7.02.04

Other

-13,876

-6,622

7.03

Gross Value Added

3,470,538

3,200,457

7.04

Retentions

-391,924

-363,511

7.04.01

Depreciation, Amortization and Depletion

-391,924

-363,511

7.05

Net Value Added Produced

3,078,614

2,836,946

7.06

Value Added Received through Transfer

194,396

155,355

7.06.01

Equity in the Earnings (Losses) of Joint Ventures

-261

-3,057

7.06.02

Finance Income

194,657

158,412

7.07

Total Value Added to Distribute

3,273,010

2,992,301

7.08

Value Added Distribution

3,273,010

2,992,301

7.08.01

Personnel

862,952

763,609

7.08.01.01

Direct Compensation

580,793

514,632

7.08.01.02

Benefits

232,134

198,700

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

50,025

50,277

7.08.02

Taxes and Contributions

981,378

802,576

7.08.02.01

Federal

923,890

751,131

7.08.02.02

State

28,044

25,303

7.08.02.03

Municipal

29,444

26,142

7.08.03

Value Distributed to Providers of Capital

570,809

641,392

7.08.03.01

Interest

537,979

610,120

7.08.03.02

Rental

32,830

31,272

7.08.04

Value Distributed to Shareholders

857,871

784,724

7.08.04.03

Retained Earnings/Accumulated Loss for the Period

857,871

784,724

 

 


Page 13 of 76


 
 

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

 

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

 

Comments on the Company’s Performance

 

Version: 1

 

1. Financial highlights

 

              R$ million
  2Q12 2Q13 Chg. (R$)  % 1S12 1S13 Chg. (R$)  %
(+) Gross operating revenue 2,048.6 2,307.4 258.8 12.6 4,237.9 4,626.3 388.4 9.2
(+) Construction revenue 577.8 656.9 79.1 13.7 1,128.7 1,152.4 23.7 2.1
(-) COFINS and PASEP taxes 151.4 168.0 16.6 11.0 313.9 337.4 23.5 7.5
(=) Net operating revenue 2,475.0 2,796.3 321.3 13.0 5,052.7 5,441.3 388.6 7.7
(-) Costs and expenses 1,286.8 1,438.3 151.5 11.8 2,621.6 2,870.9 249.3 9.5
(-) Cunstruction costs 565.5 643.2 77.7 13.7 1,104.9 1,129.2 24.3 2.2
(+) Equity result (1.3) (0.1) 1.2 (92.3) (3.1) (0.2) 2.9 (93.5)
(+) Other operating revenue/expenses 18.4 1.5 (16.9) (91.8) 26.9 10.3 (16.6) (61.7)
(=) Earnings before financial result, income tax and social                
contribution 639.8 716.2 76.4 11.9 1,350.0 1,451.3 101.3 7.5
(+) Net financial (331.4) (207.3) 124.1 (37.4) (286.4) (179.9) 106.5 (37.2)
(=) Earnings before income tax and social contribution 308.4 508.9 200.5 65.0 1,063.6 1,271.4 207.8 19.5
(+) Income tax and social contribution (15.6) (147.2) (131.6) 843.6 (278.9) (413.5) (134.6) 48.3
Net Income 292.8 361.7 68.9 23.5 784.7 857.9 73.2 9.3
Earnings per share (R$) 0.43 0.53     1.15 1.26    

 

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

 

              R$ million
  2Q12 2Q13 Chg. (R$) % 1S12 1S13 Chg. (R$) %
Net income 292.8 361.7 68.9 23.5 784.7 857.9 73.2 9.3
(+) Income tax and social contribution 15.6 147.2 131.6 843.6 278.9 413.5 134.6 48.3
(+) Net financial 331.4 207.3 (124.1) (37.4) 286.4 179.9 (106.5) (37.2)
(+) Other operating revenues/expenses (18.4) (1.5) 16.9 (91.8) (26.9) (10.3) 16.6 (61.7)
(=) Earnings before financial result (EBIT) 621.4 714.7 93.3 15.0 1,323.1 1,441.0 117.9 8.9
(+) Depreciation and amortization 177.0 196.7 19.7 11.1 363.5 391.9 28.4 7.8
(=) Adjusted EBITDA * 798.4 911.4 113.0 14.2 1,686.6 1,832.9 146.3 8.7
(%) Adjusted EBITDA margin 32.3 32.6     33.4 33.7    

 

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

 

In 2Q13, net operating revenue reached R$2.8 billion, a 13.0% growth compared to 2Q12.

Costs and expenses, including construction costs, in the amount of R$2.1 billion grew 12.4% over 2Q12.

EBIT grew 15.0%, from R$621.4 million in 2Q12 to R$714.7 million in 2Q13.

Adjusted EBITDA increased 14.2%, from R$798.4 million in 2Q12 to R$911.4 million in 2Q13.

The adjusted EBITDA margin was 32.6% in 2Q13 in comparison to 32.3% in the same period of 2012. Excluding construction revenues and construction costs, the adjusted EBITDA margin was 42.0% in 2Q13 (41.4% in 2Q12).

Net income totaled R$361.7 million in 2Q13, 23.5% higher than in 2Q12.

2. Gross operating revenue

Gross operating revenue from water supply and sewage collection grew from R$2.0 billion in 2Q12 to R$2.3 billion in 2Q13, an increase of R$258.8 million or 12.6%.

The main factors that led to this variation were:

·         Tariff adjustment of 5.15% since September 2012;

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

·         Increase of 3.5% in the Company’s total billed volume (3.3% in water and 3.8% in sewage).

 



 

 

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

 

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

 

Comments on the Company’s Performance

 

Version: 1

 

3. Construction revenue


Construction revenue increased R$79.1 million or 13.7%, when compared to 2Q12. This variation was mainly due to lower investments in 2Q13, in comparison to the same period of the previous year.


4. Billed volume

The following tables show the water and sewage billed volume per customer category and region in 2Q12, 2Q13, 1S12 and 1S13.

WATER AND SEWAGE BILLED VOLUME (1) PER CUSTOMER CATEGORY - million m3
    Water     Sewage   Water + Sewage  
Category 2Q12 2Q13 % 2Q12 2Q13 % 2Q12 2Q13 %
Residential 371.5 383.6 3.3 307.0 318.7 3.8 678.5 702.3 3.5
Commercial 42.6 43.7 2.6 39.7 40.8 2.8 82.3 84.5 2.7
Industrial 9.3 9.7 4.3 10.6 11.7 10.4 19.9 21.4 7.5
Public 14.1 14.1 - 10.9 10.9 - 25.0 25.0 -
Total retail 437.5 451.1 3.1 368.2 382.1 3.8 805.7 833.2 3.4
Wholesale 73.8 74.4 0.8 7.2 7.5 4.2 81.0 81.9 1.1
Reused water 0.1 3.0 - - - - 0.1 3.0 -
Total 511.4 528.5 3.3 375.4 389.6 3.8 886.8 918.1 3.5
  1S12 1S13 % 1S12 1S13 % 1S12 1S13 %
Residential 756.1 772.6 2.2 622.3 639.9 2.8 1,378.4 1,412.5 2.5
Commercial 85.6 86.8 1.4 79.4 80.7 1.6 165.0 167.5 1.5
Industrial 18.9 19.3 2.1 20.9 22.2 6.2 39.8 41.5 4.3
Public 27.2 26.9 (1.1) 21.0 21.1 0.5 48.2 48.0 (0.4)
Total retail 887.8 905.6 2.0 743.6 763.9 2.7 1,631.4 1,669.5 2.3
Wholesale 147.1 149.0 1.3 13.5 14.8 9.6 160.6 163.8 2.0
Reused water 0.2 8.7 - - - - 0.2 8.7 -
Total 1,035.1 1,063.3 2.7 757.1 778.7 2.9 1,792.2 1,842.0 2.8

 

 
WATER AND SEWAGE BILLED VOLUME (1) PER REGION - million m3
  Water Sewage Water + Sewage
Region 2Q12 2Q13 % 2Q12 2Q13 % 2Q12 2Q13 %
Metropolitan 290.2 298.8 3.0 247.6 255.1 3.0 537.8 553.9 3.0
Regional (2) 147.3 152.3 3.4 120.6 127.0 5.3 267.9 279.3 4.3
Total retail 437.5 451.1 3.1 368.2 382.1 3.8 805.7 833.2 3.4
Wholesale 73.8 74.4 0.8 7.2 7.5 4.2 81.0 81.9 1.1
Reused water 0.1 3.0 - - - - 0.1 3.0 -
Total 511.4 528.5 3.3 375.4 389.6 3.8 886.8 918.1 3.5
  1S12 1S13 % 1S12 1S13 % 1S12 1S13 %
Metropolitan 583.4 595.6 2.1 495.9 507.4 2.3 1,079.3 1,103.0 2.2
Regional (2) 304.4 310.0 1.8 247.7 256.5 3.6 552.1 566.5 2.6
Total retail 887.8 905.6 2.0 743.6 763.9 2.7 1,631.4 1,669.5 2.3
Wholesale 147.1 149.0 1.3 13.5 14.8 9.6 160.6 163.8 2.0
Reused water 0.2 8.7 - - - - 0.2 8.7 -
Total 1,035.1 1,063.3 2.7 757.1 778.7 2.9 1,792.2 1,842.0 2.8

   (1) Unaudited

   (2) Including coast and countryside

 

 

 

 

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

 

Comments on the Company’s Performance

 

Version: 1

 

5. Costs, administrative expenses, selling and construction

 

In 2Q13, costs of sales and services rendered, construction, administrative and selling expenses grew 12.4% (R$229.2 million). Excluding construction costs, total costs and expenses grew 11.8%. As a percentage of net revenue, cost and expenses decreased from 74.8% in 2Q12 to 74.4% in 2Q13.

 

                R$ million
  2Q12 2Q13 Chg. (R$)  % 1S12 1S13 Chg. (R$)  %
Payroll and benefits 443.6 492.0 48.4 10.9 849.9 953.8 103.9 12.2
Supplies 43.2 49.4 6.2 14.4 83.7 93.7 10.0 11.9
Treatment supplies 51.4 55.2 3.8 7.4 96.0 120.0 24.0 25.0
Services 252.6 295.1 42.5 16.8 517.5 523.9 6.4 1.2
Electric power 147.6 133.0 (14.6) (9.9) 298.0 277.8 (20.2) (6.8)
General expenses 123.7 186.3 62.6 50.6 291.5 401.8 110.3 37.8
Tax expenses 11.1 11.8 0.7 6.3 46.1 51.8 5.7 12.4
Sub-total 1,073.2 1,222.8 149.6 13.9 2,182.7 2,422.8 240.1 11.0
Depreciation and amortziation 177.0 196.7 19.7 11.1 363.5 391.9 28.4 7.8
Credit write-offs 36.6 18.8 (17.8) (48.6) 75.4 56.2 (19.2) (25.5)
Sub-total 213.6 215.5 1.9 0.9 438.9 448.1 9.2 2.1
Costs and expenses 1,286.8 1,438.3 151.5 11.8 2,621.6 2,870.9 249.3 9.5
Construction costs 565.5 643.2 77.7 13.7 1,104.9 1,129.2 24.3 2.2
Costs, adm., selling and construction expenses 1,852.3 2,081.5 229.2 12.4 3,726.5 4,000.1 273.6 7.3
% of net revenue 74.8 74.4     73.8 73.5    

 

5.1. Payroll and benefits

 

In 2Q13 payroll and charges grew R$48.4 million or 10.9%, from R$443.6 million to R$492.0 million, due to the following:

 

·         6.17% increase in wages since May 2012 and of 8.00% since May 2013, and also the implementation of the Company’s new career and wage plan, with an impact of approximately R$31.0 million;

·         R$6.5 million upturn in the provision for the Defined Benefit Plan, arising from changes in actuarial assumptions;

·         Provision referring to TAC (Conduct Adjustment Term) of retirees increased by R$2.8 million, mainly due to wage adjustments in the period; and

·         R$2.8 million increase in overtime pay, mainly due to wage adjustment in the period.

 

5.2. Supplies

 

In 2Q13, expenses with supplies increased by R$6.2 million or 14.4%, when compared to the previous year, from R$43.2 million to R$49.4 million, mostly due to: (i) preventive and corrective maintenance in several water and sewage systems, in the amount of R$2.5 million; (ii) water and sewage network maintenance, in the amount of R$1.2 million; and (iii) fuel and lubricants, in the amount of R$0.5 million.

 

5.3. Treatment supplies

 

Treatment supplies expenses in 2Q13 were R$3.8 million or 7.4% higher than in 2Q12, from R$51.4 million to R$55.2 million. The main factors for this variation were:

·         Increase of R$2.9 million due to the higher consumption of aluminum polychloride in the Jundiaí, Taiaçupeba, Guarapiranga and Rio Grande dams, ensuring better water quality in these reservoirs;

·         Higher consumption of sodium hypochlorite, with an increase of R$2.2 million, due to the use of this product in replacement of “Cloro Gas” in the Hortolândia, Paulínia, Indaiá and Rio Grande water treatment station, due to higher efficiency in water treatment and higher handling operational security;

Page 16 of 76


 
 

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

 

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

 

Comments on the Company’s Performance

 

Version: 1

 

·         Higher consumption of aluminum sulfate, with an increase of R$1.2 million, due to higher consumption of this product at the Taiaçupeba water treatment station, aiming at reducing the concentration of iron and manganese in water, associated with price adjustments; and

·         Increase of R$1.7 million from the consumption of products, such as: (i) hydrogen peroxide, due to the odor increase in several sewage pumping stations in the Baixada Santista region; and (ii) oxygen, due to the increase in the average flow in the Taubaté/Tremembé Sewage Treatment Stations.

The increases mentioned above were offset, specially, by the lower consumption of coal activated at the Taiaçupeba, ABV and Guaraú water treatment stations, due to better climate conditions and water quality, resulting in R$7.5 million decrease.

 

5.4. Services


In 2Q13 this item grew R$42.5 million or 16.8%, from R$252.6 million in 2Q12 to R$295.1 million in 2Q13. The main factors were:

·         Increase in the estimated services expenses, in the amount of R$12.2 million, due to the reversal of provisions in the amount of R$6.5 million in 2Q12 and the increase in the estimated expense in the amount of R$5.7 million in 2Q13;

·         Preventive and corrective maintenance in the water and sewage systems in the amount of R$9.0 million;

·         Maintenance in the water and sewage network connections, in the amount of R$5.9 million, due to the intensification of services in several areas of the São Paulo Metropolitan Region, and to price adjustment referring to the Global Sourcing contract; 

·         Hydrometer reading and bill delivery expenses in the amount of R$2.9 million, as a result of the new contracts and price adjustment in the São Paulo Metropolitan Region;

·         Paving services and replacement of sidewalks in the amount of R$2.9 million, related to the Corporate Program for Water Loss Reduction; and

·         Maintenance of properties and facilities, in the amount of R$1.8 million.

 

5.5. Electric power

This item decreased R$14.6 million, or 9.9%, from R$147.6 million in 2Q12 to R$133.0 million in 2Q13, due to the average decrease of approximately 22.7% in the Tariff for the Use of Distribution System (TUSD), as a consequence of Provisional Presidential Decree 579/12 and Law 12,783/13, resulting in a decrease of R$17.5 million. The decrease mentioned above was partially offset by a 15.4% increase in the tariffs of the free market, resulting in an increase of R$3.9 million in the period.


5.6. General expenses

General expenses increased R$62.6 million or 50.6%, from R$123.7 million in 2Q12 to R$186.3 million in 2Q13, due to:

·         Provision for lawsuits, in the amount of R$49.0 million, mainly related to environmental contingencies in the amount of R$25.6 million in 2Q13; and reversal of provisions with suppliers in 2Q12, in the amount of R$ 29.9 million; and

 

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

 

Comments on the Company’s Performance

 

Version: 1

 

·         Provision for payment to the Municipal Fund for Sanitation Environment and Infrastructure, pursuant to the Service Agreement with the São Paulo Municipal Government, in the amount of R$6.4 million, as a result of the increase in revenues.

 

5.7. Depreciation and Amortization

 

Depreciation and amortization increased R$19.7 million or 11.1%, from R$177.0 million in 2Q12 to R$196.7 million in 2Q13, due to the transfer of works to the operating intangible asset, with a net increase of R$ 2.1 billion.

 

5.8. Credit write-offs

 

Credit write-offs decreased R$17.8 million or 48.6%, from R$36.6 million in 2Q12 to R$18.8 million in 2Q13, chiefly due to the reversal of provisions in the amount of R$15.3 million referring to installment agreements settled.

 

6. Net Financial expenses

 

        R$ million
  2Q12 2Q13 Var. %
Financial expenses, net of revenues (48.2) (11.5) 36.7 (76.1)
Net monetary variation (283.2) (195.8) 87.4 (30.9)
Net financial (331.4) (207.3) 124.1 (37.4)

 

6.1. Financial revenues and expenses

 

        R$ million
  2Q12 2Q13 Var. %
Financial expenses        

Interest and charges on domestic loans and financing

69.9 64.9 (5.0) (7.2)

Interest and charges on international loans and financing

25.7 22.1 (3.6) (14.0)

Other financial expenses

14.1 5.6 (8.5) (60.3)
Total financial expenses 109.7 92.6 (17.1) (15.6)
Financial revenues 61.5 81.1 19.6 31.9
Financial expenses net of revenues 48.2 11.5 (36.7) (76.1)

 

 

6.1.1. Financial expenses

 

In 2Q13 financial expenses dropped R$17.1 million, or 15.6%. The main reasons for this result were:

 

·         Decrease in interest and charges on domestic loans and financing due to lower interest rates and to the change in debt (issue of the 17th debenture in February 2013 and anticipation of the amortization of the 11th debenture balance);

·         Decrease in interest and charges on international loans and financing due to the lower appreciation of the Yen versus the Brazilian Real in 2Q13 (4.2%), when compared to the appreciation of 14.6% recorded in 2Q12; and

·         Decrease in other financial expenses, due to the reversal of interest over provisions for customer lawsuits.

 

6.1.2. Financial revenues

 

Financial revenues increased by R$ 19.6 million due to the interest over installment agreements.

 

 

 

 

Page 18 of 76


 
 

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

 

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

 

Comments on the Company’s Performance

 

Version: 1

 

 

6.2. Monetary variation on assets and liabilities

 

        R$ million
  2Q12 2Q13 Var. %
Monetary variation on loans and financing 8.9 16.4 7.5 84.3
Currency exchange variation on loans and financing 281.7 201.7 (80.0) (28.4)
Other monetary/exchange rate variations 2.1 (2.1) (4.2) (200.0)
Monetary variation on liabilities 292.7 215.9 (76.8) (26.2)
Monetary variation on assets 9.5 20.1 10.6 111.6
Net monetary variation 283.2 195.8 (87.4) (30.9)

 

6.2.1. Monetary variation on liabilities

 

The effect on the monetary variation on liabilities in 2Q13 was R$76.8 million lower than in 2Q12, specially:

 

·         Decrease in the exchange rate variation on loans and financing, in the amount of R$80.0 million, due to: (i) the lower appreciation of the Yen versus the Brazilian Real in 2Q13 (4.2%), compared with 14.6% appreciation in 2Q12; and (ii) the lower appreciation of the US Dollar versus the Brazilian Real in 2Q13 (10.0%) when compared to the 10.9% appreciation recorded in 2Q12;

·         Decrease in other monetary/exchange variation in the amount of R$4.2 million due to provision for customer lawsuits in the amount of R$4.7 million; and

·         Increase in the expenses related to monetary variation on domestic loans and financing, in the amount of R$7.5 million, due to the 17th debenture issue in February 2013.

 

6.2.2. Monetary variation on assets

 

Monetary variation on assets increased by R$10.6 million in 2Q13, chiefly due to updates on installments agreements.

 

7. Income tax and social contribution

Income tax and social contribution expenses increased by R$131.6 million, mainly due to the accounting recognition in 2Q12 of additional amount of Interest on Equity declared in 2011, which decreased the tax basis in that period.

 

8. Operating indicators

 

Operating indicators* 2Q12 2Q13 %
Water connections (1) 7,576 7,778 2.7
Sewage connections (1) 6,017 6,223 3.4
Population directly served - water (2) 24.1 24.4 1.2
Population directly served - sewage (2) 20.7 21.2 2.4
Number of employees 14,496 15,121 4.3
Water volume produced (3) 1,531 1,514 (1.1)
Water losses (%) 25.9 25.3 (2.3)

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

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

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

(*)    Unaudited 

 

 

 

                                                                                                                            

 

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

 

Notes to the Financial Statements  

Version: 1

 

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

 

 

1.         OPERATIONS

 

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

 

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

 

On June 30, 2013, the Company operated water and sewage services in 363 municipalities of the State of São Paulo. Most of these municipalities operations are based on 30-year concession agreements.  

 

SABESP is not temporarily operating in some municipalities due to judicial orders under ongoing lawsuits: Iperó, Cajobi, Álvares Florense, Macatuba and Embaúba, whose carrying amount of these municipalities' intangible assets was R$11,365 on June 30, 2013.

 

On June 30, 2013, a total of 63 concessions had expired and are being negotiated. From 2013 to 2034, 38 concessions will expire. Management believes that all concessions expired and not yet renewed will result in new contracts, disregarding the risk of discontinuity in the provision of municipal water supply and sewage services. By June 30, 2013, a total of 262 program and metropolitan contracts were signed (258 contracts on December 31, 2012). 

 

On June 30, 2013, the carrying amount of intangible assets used in the 63 concessions of the municipalities under negotiation totaled  R$5,841,272, accounting for 25.52% of total, and the related gross revenue totaled R$ 950,659, million in the six-month period ended June 30, 2013, accounting for 16.45% of total.

 

The Company's operations are concentrated in the municipality of São Paulo, which represents 51.15% of the gross revenue on June 30, 2013 (52.03% in June 2012) and 42.94% of intangible assets (43.51% in December 2012).   

 

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

 

 

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

 

Notes to the Financial Statements  

Version: 1

 

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

 

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

ii. capture, transport and treat of water;

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

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

 

In the municipality of Santos, in the Santos coast region, which has a significant population, the Company operates under an authorization by public deed, a situation similar to other municipalities in that region and in the Ribeira valley, where the Company started to operate after the merger of companies composing it. As of June 30, 2013 the carrying amount of the municipality of Santos’ intangible assets was R$333,513 (R$328,693 in December 2012) and gross revenue for the six-month period ended June  30, 2013 was R$124,077 (R$108,578 in June 2012).

 

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

 

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

 

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

 

The Company’s shares have been listed in the Novo Mercado (New Market) segment of BM&FBOVESPA (the São Paulo Stock Exchange) since April 2002 and on the New York Stock Exchange (NYSE) as American Depositary Receipts (“ADRs”) since May 2002.

 

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

 

This quarterly financial information was approved by the Board of Directors on August 13, 2013.

 

 

 

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

 

Notes to the Financial Statements  

Version: 1

 

2.         BASIS OF PREPARATION AND PRESENTATION OF QUARTERLY FINANCIAL INFORMATION

 

(i)         Presentation of Quarterly Financial Information

 

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

 

2.1       Accounting policies

 

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

 

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

 

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

 

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

 

 

December 31, 2012

 

 

Original

 

CPC 19(R2) Effects
(a)

 

CPC 33(R1) Effects
(b)

 

After adoption of CPCs

Assets

 

 

 

 

 

 

 

 

Total current assets

 

3,336,865

 

(6,267)

 

-

 

3,330,598

 

 

 

 

 

 

 

 

 

Deferred income tax and social contribution

 

141,356

 

(5,459)

 

9,405

 

145,302

Investments

 

-

 

20,826

 

-

 

20,826

Intangible assets

 

21,991,922

 

(24,396)

 

-

 

21,967,526

Property, plant and equipment

 

383,383

 

(186,673)

 

-

 

196,710

 

 

 

 

 

 

 

 

Total non-current assets

 

23,338,928

 

(202,834)

 

9,405

 

23,145,499

Total assets

 

26,675,793

 

(209,101)

 

9,405

 

26,476,097

 

 

 

 

December 31, 2012

 

 

Original

 

CPC 19(R2) Effects
(a)

 

CPC 33(R1) Effects
(b)

 

After adoption of CPCs

Liabilities and equity

 

 

 

 

 

 

 

 

Total current liabilities

 

3,797,370

 

(39,181)

 

-

 

3,758,189

 

 

 

 

 

 

 

 

 

Loans and financing

 

7,701,929

 

(169,268)

 

-

 

7,532,661

Total non-current liabilities

 

11,162,846

 

(169,920)

 

468,220

 

11,461,146

 

 

 

 

 

 

 

 

 

Total liabilities

 

14,960,216

 

(209,101)

 

468,220

 

15,219,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

11,715,577

 

-

 

(458,815)

 

11,256,762

Total liabilities and equity

 

26,675,793

 

(209,101)

 

9,405

 

26,476,097

 

 

(a)        Adoption of CPC 19(R2)

 

The Company adopted CPC 19(R2). Accordingly, jointly-owned investees (Note 9) are now classified as joint venture and are subject to the recognition of income under the equity method of accounting (CPC 18(R2)). This change altered the method of consolidation: from proportional consolidation to equity method of accounting.

 

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

 

Notes to the Financial Statements  

Version: 1

 

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

 

(b)        Adoption of CPC 33 (R1)

 

The Company adopted CPC 33(R1). The Company’s accounting practice up to December 31, 2012 consisted of recording actuarial gains and losses using the corridor method, in which gains and losses from changes in actuarial assumptions were only recognized in profit or loss as they surpass the corridor value and amortized during the estimated average remaining working life of population with the benefits. Therefore, actuarial gains and losses measured in a certain period were not immediately recognized.  With this method, the value recognized in liabilities differs from the estimated present value of obligations through unrecognized actuarial gains and losses.

 

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

 

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

 

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

 

 

 

 

December 31, 2012

 

January 1, 2012

 

 

 

 

 

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

 

577,169

 

538,619

Effect from adoption of CPC 33 (R1)

 

27,663

 

(103,892)

Balance of actuarial obligations after the change in the accounting practice

 

604,832

 

434,727

 

 

 

 

 

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

 

1,547,161

 

1,512,078

Effect from the adoption of CPC 33 (R1)

 

440,557

 

69,522

Balance of actuarial obligations after the change in the accounting practice

 

1,987,718

 

1,581,600

 

 

 

 

 

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

 

2,592,550

 

2,016,327

 

 

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

 

Notes to the Financial Statements  

Version: 1

 

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

 

 

 

December 31, 2012

 

January 1, 2012

 

 

Original

 

Restated

 

Original

 

Restated

 

 

Balance

Adjustment

balance

 

balance

Adjustment

balance

Non-current assets

 

 

 

 

 

 

 

 

Deferred taxes

 

135,897

9,405

145,302

 

177,926

(35,323)

142,603

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Pension plan liabilities

 

2,124,330

468,220

2,592,550

 

2,050,697

(34,370)

2,016,327

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Other comprehensive income

 

11,715,577

(458,815)

11,256,762

 

10,545,896

(953)

10,544,943

 

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

 

 

3.         FINANCIAL RISK MANAGEMENT

 

 

3.1       Financial risk factors

 

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

 

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

 

(a)        Market risk

 

Foreign exchange risk

 

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

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

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

 

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 or any derivative financial instrument to protect against this risk, but conducts an active management of debt, taking advantage of opportunities to change expensive debts with “cheaper” debts, reducing the cost through early maturity

 

A significant amount of the Company’s financial debt is denominated in U.S. dollar and Yen, in the total amount of R$3,489,462 on June 30, 2013 (R$3,231,183 in December 2012). Below, the Company’s exposure to foreign exchange risk:

 

 

 

June 30, 2013

 

December 31, 2012

(Restated)

 

Foreign currency

 

R$

 

Foreign currency

 

R$

Loans and financing – US$

1,137,557

 

2,520,371

 

1,136,274

 

2,321,976

Loans and financing – Yen

42,534,714

 

949,800

 

37,535,650

 

890,346

Interest and charges from loans and financing – US$

 

 

13,366

 

 

 

12,487

Interest and charges from loans and financing – Yen

 

 

5,925

 

 

 

6,374

Total exposure

 

 

3,489,462

 

 

 

3,231,183

Financing cost

 

 

(16,304)

 

 

 

(15,422)

Total loans in foreign currency

 

 

3,473,158

 

 

 

3,215,761

 

As at June 30, 2013, if the Brazilian Real had depreciated or appreciated by 10% against the US dollar and Yen with all other variables held constant, effects on results before taxes on June 30, 2013 would have been R$348,946 (R$323,118 in the year ended December 31, 2012) lower or higher, mainly as a result of foreign exchange losses or gains on the translation of foreign currency-denominated loans

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

 

 

 

Scenario I (Probable)

 

Scenario II (+25%)

 

Scenario III (+50%)

 

 

(*)

 

 

 

 

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

 

1,137,557

 

1,137,557

 

1,137,557

 

 

 

 

 

 

 

US$ rate on June 30, 2013

 

2.2156

 

2.2156

 

2.2156

Exchange rate estimated according to the scenario

 

2.2000

 

2.7500

 

3.3000

Difference between the rates

 

0.0156

 

(0.5344)

 

(1.0844)

 

 

 

 

 

 

 

Effect on net financial result R$ - gain/(loss)

 

17,746

 

(607,910)

 

(1,233,567)

 

 

 

 

 

 

 

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

 

42,534,714

 

42,534,714

 

42,534,714

 

 

 

 

 

 

 

Yen rate on June 30, 2013

 

0.02233

 

0.02233

 

0.02233

Exchange rate estimated according to the scenario

 

0.02321

 

0.02901

 

0.03481

Difference between the rates

 

(0.0009)

 

(0.0067)

 

(0.0125)

 

 

 

 

 

 

 

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

 

(38,281)

 

(284,983)

 

(531,684)

 

 

 

 

 

 

 

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

 

(20,535)

 

(892,893)

 

(1,765,251)

 

 

 

 

 

 

 

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

 

 

Interest rate risk

 

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

 

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

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

 

 

 

June 30, 2013

 

December 31, 2012 (Restated)

 

 

 

 

 

TR(i)

 

1,821,513

 

2,019,924

CDI(ii)

 

1,212,010

 

1,799,830

TJLP(iii)

 

809,471

 

845,913

IPCA(iv)

 

1,315,200

 

697,385

LIBOR(v)

 

1,342,426

 

1,243,058

Interest and charges

 

78,153

 

95,475

Total

 

6,578,773

 

6,701,585

 

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

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

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

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

(v) LIBOR - London Interbank Offered Rate

 

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

 

As at June 30, 2013, if interest rates on loans denominated in Brazilian reais  had been 100 basis points higher or lower with all other variables held constant, the effects on profit for the six-month period ended June 30, 2013 before taxes would have been R$65,787 (R$67,015 for the year ended December 31, 2012) lower or higher, mainly as a result of a lower or higher interest expense on floating rate loans.  

 

(b)        Credit risk

 

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

 

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

 

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

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

 

 

 

June 30, 2013

 

December 31, 2012 (Restated)

Cash at bank and short-term bank deposits

 

 

 

AAA(bra)

1,667,416

 

1,913,893

Others (*)

1,671

 

2,081

 

1,669,087

 

1,915,974

 

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

 

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

 

 

Counterparty

Fitch

 

Moody's

 

Standard Poor's

 

 

 

 

 

 

Banco do Brasil S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Banco Santander Brasil S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Federal Savings Bank

AAA (bra)

 

Aaa.br

 

-

Banco Bradesco S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

 

Aaa.br

 

brAAA

 

 

For financial assets corresponding to trade accounts receivable, the Company’s credit risk is minimized, since the customer base is diversified

 

(c)        Liquidity risk

 

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

 

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

 

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

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

 

 

 

 

July to December 2013

 

2014

 

2015

 

2016

 

2017

 

2018 onwards

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

625,680

 

1,017,489

 

1,467,990

 

1,367,289

 

1,022,381

 

7,178,242

 

12,679,071

Accounts payable to suppliers and contractors

 

239,393

 

-

 

-

 

-

 

-

 

-

 

239,393

Services payable

 

404,710

 

-

 

-

 

-

 

-

 

-

 

404,710

Pension plan liabilities

 

114,703

 

235,667

 

242,192

 

249,770

 

257,442

 

1,880,988

 

2,980,762

Public-private partnership– PPP

 

20,962

 

41,925

 

41,925

 

41,925

 

41,925

 

262,027

 

450,689

Program contract commitments

 

141,081

 

36,223

 

77,533

 

4,237

 

1,895

 

37,531

 

298,500

Other liabilities

 

129,174

 

154,605

 

-

 

-

 

-

 

-

 

283,779

 

 

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018 onwards

 

Total

Restated

As of December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

1,743,344

 

1,221,613

 

1,660,890

 

1,100,013

 

779,905

 

5,678,481

 

12,184,246

Accounts payable to suppliers and contractors

 

295,392

 

-

 

-

 

-

 

-

 

-

 

295,392

Services payable

 

389,091

 

-

 

-

 

-

 

-

 

-

 

389,091

Pension plan liabilities

 

229,406

 

235,667

 

242,192

 

249,770

 

257,442

 

1,880,988

 

3,095,465

Public-private partnership– PPP

 

41,925

 

41,925

 

41,925

 

41,925

 

41,925

 

305,193

 

514,818

Program contract commitments

 

160,784

 

11,227

 

66,052

 

4,222

 

1,911

 

37,204

 

281,400

Other liabilities

 

159,055

 

168,766

 

-

 

-

 

-

 

-

 

327,821

 

Future interest

 

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

 

Cross-default clause

 

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

 

Page 30 of 76


 
 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

(d)        Sensitivity analysis on interest rate risk

 

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

 

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

 

June 30, 2013

Indicators

Exposure

Scenario I

(Probable) (i)

 

Scenario II

(+ 25%)

 

Scenario III

(+ 50%)

 

 

 

 

 

Assets

 

 

 

 

CDI

1,592,229

9.1400%(*)

11.4250%

13.7100%

Finance income

 

145,530

181,912

218,294

 

 

 

 

 

Liabilities

 

 

 

 

CDI

1,212,010

9.1400%(*)

11.4250%

13.7100%

Interest to be incurred

 

(110,778)

(138,472)

(166,166)

 

 

 

 

 

Net exposure – CDI

 

34,752

43,440

52,128

 

 

 

 

 

Liabilities

 

 

 

 

TR

1,821,513

0.2030%(*)

0.2538%

0.3045%

Expense to be incurred

 

(3,698)

(4,623)

(5,546)

 

 

 

 

 

TJLP

809,471

5.0000%(*)

6.2500%

7.5000%

Interest to be incurred

 

(40,473)

(50,592)

(60,710)

 

 

 

 

 

IPCA

1,315,200

5.8800%(*)

7.3500%

8.8200%

Expense to be incurred

 

(77,334)

(96,667)

(116,001)

 

 

 

 

 

LIBOR

1,342,426

0.3550%(**)

0.4437%

0.5325%

Interest to be incurred

 

(4,765)

(5,956)

(7,148)

 

 

   

   

   

Total net expenses to be incurred

 

(91,518)

(114,398)

(137,277)

 

 

 

 

 

(*)Source: Focus Report – BACEN, June 28, 2013

(**)Source: Bloomberg

 

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

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

3.2       Capital management

 

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

 

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

 

 

 

June 30, 2013

 

December 31, 2012

(Restated)

 

 

 

 

 

Total loans and financing

 

9,026,478

 

8,875,255

Less: cash and cash equivalents

 

(1,669,087)

 

(1,915,974)

 

 

 

 

 

Net debt

 

7,357,391

 

6,959,281

Total equity

 

12,034,432

 

11,256,762

 

 

 

 

 

Total capital

 

19,391,823

 

18,216,043

 

 

 

 

 

Leverage ratio

 

38%

 

38%

 

On June 30, 2013, the leverage ratio did not change over December 31, 2012.

 

3.3       Fair value estimates

 

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

 

3.4       Financial instruments

 

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

 

The estimated fair values of financial instruments are as follows:

 

Page 32 of 76


 
 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

 

 

June 30, 2013

 

December 31, 2012

(Restated)

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Financial assets

 

 

 

 

 

 

 

Cash and cash equivalents

1,669,087

 

1,669,087

 

1,915,974

 

1,915,974

Restricted cash

12,488

 

12,488

 

64,977

 

64,977

Trade accounts receivable

1,369,467

 

1,369,467

 

1,374,632

 

1,374,632

Accounts receivable from related parties

250,389

 

250,389

 

262,371

 

262,371

Water National Agency – ANA

103,195

 

103,195

 

108,099

 

108,099

Other accounts receivable

163,241

 

163,241

 

141,027

 

141,027

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Loans and financing (i) to (vii)

9,026,478

 

9,392,013

 

8,875,255

 

9,201,317

Accounts payable to suppliers and contractors

239,393

 

239,393

 

295,392

 

295,392

Services payable

404,710

 

404,710

 

389,091

 

389,091

Program contract - commitments

254,433

 

254,433

 

235,627

 

235,627

Public-Private Partnership - PPP

349,548

 

349,548

 

356,317

 

356,317

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Page 33 of 76


 
 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

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

 

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

 

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

 

 

4.         SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

 

 

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

 

 

5.         CASH AND CASH EQUIVALENTS

 

 

 

June 30, 2013

December 31, 2012

(Restated)

 

 

 

 

Cash and banks

76,858

 

119,397

Cash and cash equivalents

1,592,229

 

1,796,577

 

1,669,087

 

1,915,974

 

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

 

The average yield of financial investments corresponds to 100.8% of CDI in June 2013 (100.01% in December 2012).

 

 

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

6.         RESTRICTED CASH

 

As of June 30, 2013, the restricted cash, in current assets, totaled R$12,488, referring mainly to the agreement in the municipality of São Paulo, where the Company transfers 7.5% of the Municipality’s revenue to the Municipal Fund (R$64,977 in December 2012).

 

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

 

 

7.         TRADE ACCOUNTS RECEIVABLE

 

(a)        Balance sheet balances

 

 

 

June 30, 2013

 

December 31, 2012

(Restated)

Private sector:

 

 

 

 

General and special customers (i) (ii)

 

928,529

 

949,800

Agreements (iii)

 

267,937

 

249,470

 

 

 

 

 

 

 

1,196,466

 

1,199,270

Government entities:

 

 

 

 

Municipal

 

629,948

 

610,779

Federal

 

3,807

 

3,150

Agreements (iii)

 

178,442

 

181,271

 

 

 

 

 

 

 

812,197

 

795,200

Wholesale customers – Municipal governments: (iv)

 

 

 

 

Guarulhos

 

619,861

 

578,314

Mauá

 

303,894

 

281,398

Mogi das Cruzes

 

15,538

 

15,202

Santo André

 

658,690

 

620,276

São Caetano do Sul

 

4,471

 

2,072

Diadema

 

193,918

 

180,465

 

 

 

 

 

Total wholesale customers – Municipal governments

 

1,796,372

 

1,677,727

 

 

 

 

 

Unbilled supply

 

420,178

 

425,843

 

 

 

 

 

Subtotal

 

4,225,213

 

4,098,040

Allowance for doubtful accounts

 

(2,855,746)

 

(2,723,408)

 

 

 

 

 

Total

 

1,369,467

 

1,374,632

 

 

 

 

 

Current

 

1,033,698

 

1,038,945

Noncurrent (v)

 

335,769

 

335,687

 

 

 

 

 

 

 

1,369,467

 

1,374,632

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

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

 

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

 

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

 

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

 

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

 

Changes are as follow:

 

 

Six-month period ended

June 30, 2013

 

Year ended December 31, 2012

(Restated)

 

 

 

 

Balance at the beginning of period

1,677,727

 

1,486,342

Billing for services rendered

209,519

 

394,922

Collections – current year’s services

(67,932)

 

(165,967)

Collections – previous years’ services

(22,942)

 

(37,570)

 

 

 

 

Balance at the end of the period

1,796,372

 

1,677,727

 

 

 

 

Current

59,338

 

33,924

Non-current

1,737,034

 

1,643,803

 

 

Page 36 of 76


 
 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

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

 

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

 

 

 

June 30, 2013

 

December 31, 2012

(Restated)

 

 

 

 

Falling due

1,078,001

 

1,091,834

Past-due:

 

 

 

Up to 30 days

201,979

 

197,936

From 31 to 60 days

95,747

 

97,426

From 61 to 90 days

58,438

 

61,527

From 91 to 120 days

49,156

 

50,729

From 121 to 180 days

92,455

 

89,297

From 181 to 360 days

160,630

 

139,788

Over 360 days

2,488,807

 

2,369,503

 

 

 

 

Total past-due

3,147,212

 

3,006,206

 

 

 

 

Total

4,225,213

 

4,098,040

 

 

(c)        Allowance for doubtful accounts

 

 

June 30, 2013

 

December 31, 2012

(Restated)

 

 

 

 

Balance at beginning of period

2,723,408

 

2,436,428

Private sector/government entities

45,892

 

75,535

Recoveries

(22,619)

 

(36,851)

Wholesale customers

109,065

 

108,351

 

 

 

 

Additions in the period

132,338

 

147,035

 

 

 

 

Balance at the end of period

2,855,746

 

2,583,463

 

 

 

 

Current

1,281,173

 

1,191,827

Noncurrent

1,574,573

 

1,391,636

 

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

Reconciliation of provision for losses in profit or loss

April to June/2013

 

January to June/2013

 

April to June/2012

(Restated)

 

January to June/2012

(Restated)

 

 

 

 

 

 

 

 

Losses (write-off)

10,775

 

32,006

 

21,326

 

36,703

Provision for state entities (related parties)

418

 

960

 

-

 

-

Provision for private sector/government entities

24,304

 

45,892

 

41,863

 

75,535

Recoveries

(16,658)

 

(22,619)

 

(26,564)

 

(36,851)

 

 

 

 

 

 

 

 

Balance

18,839

 

56,239

 

36,625

 

75,387

 

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

 

 

8.         RELATED-PARTY BALANCES AND TRANSACTIONS

 

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

 

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

 

 

June 30, 2013

 

December 31, 2012

(Restated)

Accounts receivable

 

 

 

Current:

 

 

 

Water and sewage services

121,494

 

113,027

Allowance for losses

(48,491)

 

(47,531)

Reimbursement of additional retirement and pension benefits – GESP Agreement

35,278

 

35,278

Reimbursement for pension benefits paid - monthly flow

6,875

 

8,499

 

 

 

 

Total current

115,156

 

109,273

 

 

 

 

Noncurrent:

 

 

 

Reimbursement of additional retirement and pension benefits – GESP Agreement

135,233

 

153,098

 

 

 

 

Total noncurrent

135,233

 

153,098

 

 

 

 

Total receivables from shareholders

250,389

 

262,371

 

 

 

 

Water and sewage services

73,003

 

65,496

Reimbursement of additional retirement and pension benefits

177,386

 

196,875

 

 

 

 

Total

250,389

 

262,371

 

 

 

 

Interest on shareholders equity payable to related parties

 

228,214

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

 

April to June/2013

 

April to June /2012

(Restated)

Gross revenue from sales and services

 

 

 

Water supply

63,258

 

57,714

Sewage services

55,090

 

50,610

Payments received from related parties

(113,943)

 

(118,639)

Finance income

36,701

 

44,874

 

 

 

 

Receipt of GESP reimbursement referring to Law 4819/58

(31,256)

 

(21,159)

 

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

 

(b)        Contingent assets – GESP (not recorded)

 

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

 

 

June 30, 2013

 

December 31, 2012

Amounts in controversy receivable

682,116

 

654,927

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

696,283

 

696,283

Total

1,378,399

 

1,351,210

 

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

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

 

(c)        Agreements for the use of reservoirs

 

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

 

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

 

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

 

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

 

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

 

As such appeal has no suspensive effect, EMAE filed a request for arbitration proceeding with Amcham Arbitration Center. In July, SABESP through an interlocutory appeal, obtained suspension of decision which sentenced the filing of arbitration proceeding until the judgment on the pending appeal.

 

The Arbitration Panel took cognizance of the decision and suspended the proceeding.

 

SABESP will adopt the legal means with the courts of appeals and arbitration to defend its thesis  

 

The Company deems this case as possible loss. The amount involved could not be calculated due to the fact that the request had not been defined, which is for now indeterminate

 

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

 

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

 

(e)        Guarantees 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

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

 

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

 

The Company has personnel assignment agreements with entities related to the São Paulo State Government, under which the expenses are fully transferred and monetarily reimbursed. On June 30, 2013, the expenses related to personnel assigned by SABESP to other state government entities amounted to R$3,706 (R$3,369 in June 2012).

 

In the same period, expenses related to personnel assigned by other entities to SABESP totaled R$532 (R$515 in June 2012).

 

(g)        Services obtained from São Paulo state government entities

 

On June 30, 2013 and December 31, 2012, SABESP had an outstanding amount payable of R$2,466 and R$958, respectively, for services rendered by São Paulo State Government entities.

 

(h)        Non-operating assets

 

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

 

(i)         SABESPREV

 

The Company sponsors a private defined benefit pension plan, which is operated and administered by Fundação Sabesp de Seguridade Social - SABESPREV. The net actuarial liability recognized as of June 30, 2013 amounted to R$639,167 (R$604,832 in December 2012, including the effect of CPC 33(R1)). For further details, see Note 17.

 

(j)         Management’s Compensation

 

Expenses related to the compensation of members of the Board of Directors and Board of Executive Officers was R$843 and R$818, respectively, from April to June 2013 and 2012. The amounts of R$1,618 and R$ 1,575, respectively, were accrued from January to June 2013 and 2012, and refer to short-term benefits. An additional amount of R$146, referring to the Executive Officers’ bonus program was recorded in the period between April and June 2013 (from April to June 2012 - R$ 263). From January to June 2013 and 2012 R$286 and R$537, respectively were accrued.

 

(k)        Loan agreement through credit facility

 

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

 

 

Page 41 of 76


 
 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

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

 

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

 

 

SPE

 

Credit limit

 

Principal disbursed amount

 

Interest balance

 

Interest rate

 

Maturity

Águas de Andradina

 

3,467

 

1,427

 

48

 

SELIC + 3.5 % p.a.

 

7/17/2013

Águas de Castilho

 

675

 

403

 

13

 

SELIC + 3.5 % p.a.

 

7/17/2013

Aquapolo Ambiental

 

5,629

 

5,629

 

852

 

CDI + 1.2% p.a.

 

4/30/2016

Aquapolo Ambiental

 

19,000

 

19,000

 

2,097

 

CDI + 1.2% p.a.

 

4/30/2015

Total

 

28,771

 

26,459

 

3,010

 

 

 

 

 

 

The amount disbursed is recognized in Assets under “Other Receivables”, R$1,830 of principal and R$61 of interest rates recognized in Current Assets and R$24,629 of principal and R$2,949 of interest rates in Noncurrent Assets. As of June 30, 2013 the balance of principal and interest rates of these contracts is R$29,469. From January to June 2013, financial income was impacted by R$1,388 (R$265 from January to June 2012).

 

 

9.         INVESTMENTS         

 

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

 

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

 

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

 

See below a summary of financial information of the investees:

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

 

Company

Investments

 

Equity in the earnings (losses) of investees

 

Interest percentage

 

Equity

 

Profit (loss) for the period

 


June
30, 2013

December
31, 2012

 

June

30, 2013

June
30, 2012

 


June
30, 2013

December
31, 2012

 

 

June
30, 2013

December
31, 2012

 


June
30, 2013


June
30, 2012

                             

Sesamm

6,314

5,760

 

554

137

 

36%

36%

 

17,539

15,999

 

1,539

381

Águas de Andradina

837

751

 

86

(158 )

 

30%

30%

 

2,790

2,503

 

287

(527)

Águas de Castilho

595

474

 

121

73

 

30%

30%

 

1,984

1,580

 

403

243

Saneaqua Mairinque

693

722

 

(29)

93

 

30%

30%

 

2,310

2,407

 

(97)

310

Attend Ambiental

3,811

4,379

 

(568)

(325)

 

45%

45%

 

8,469

9,731

 

(1,262)

(722)

Aquapolo Ambiental

8,113

8,538

 

(425)

(2,877)

 

49%

49%

 

16,557

17,424

 

(867)

(5,871)

Total

20,363

20,624

 

(261)

(3,057)

 

 

 

 

49,649

49,644

 

3

(6,186)

 

Other investments

559

202

 

 

 

 

 

 

 

 

 

 

 

 

 

Overall total

20,922

20,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.       INVESTMENT PROPERTIES

 

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

 

 

11.       INTANGIBLE ASSETS

 

(a)        Equity balances

 

 

June 30, 2013

 

December 31, 2012

(Restated)

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangible arising from:

 

 

 

 

 

 

 

 

 

 

 

Agreements – equity value

8,380,320

 

(1,465,986)

 

6,914,334

 

8,408,007

 

(1,511,813)

 

6,896,194

Concession contracts – economic value

1,434,145

 

(312,199)

 

1,121,946

 

1,402,854

 

(292,918)

 

1,109,936

Program contracts

5,971,330

 

(1,663,007)

 

4,308,323

 

5,288,541

 

(1,469,369)

 

3,819,172

Program contracts – commitments

693,118

 

(68,087)

 

625,031

 

627,989

 

(56,898)

 

571,091

Services agreement – São Paulo

11,054,631

 

(1,224,800)

 

9,829,831

 

10,604,942

 

(1,036,455)

 

9,568,487

Software licenses

152,333

 

(59,613)

 

92,720

 

55,615

 

(52,969)

 

2,646

Total

27,685,877

 

(4,793,692)

 

22,892,185

 

26,387,948

 

(4,420,422)

 

21,967,526

 

 

(b)        Changes

 

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

December 31, 2012

(Restated)

Additions

Contract renewal

Transfer

Write-offs and disposals

Amortization

June 30, 2013

Intangibles arising from:

 

 

 

 

 

 

 

Concession agreement – equity value

6,896,194

295,115

(202,252)

588

(3,018)

(72,293)

6,914,334

Concession agreements – economic value

1,109,936

31,311

-

66

-

(19,367)

1,121,946

Program contracts

3,819,172

368,879

202,252

1,333

(747)

(82,566)

4,308,323

Program contracts – commitments

571,091

65,129

-

-

-

(11,189)

625,031

Services agreement – São Paulo

9,568,487

451,072

-

(3)

(1,138)

(188,587)

9,829,831

Software licenses

2,646

96,718

-

-

-

(6,644)

92,720

Total

21,967,526

1,308,224

-

1,984

(4,903)

(380,646)

22,892,185

 

In the first quarter of 2013, the Company renewed program contracts with municipalities of Presidente Prudente and Embu-Guaçu and in the second quarter it renewed the agreement with Ibirá municipality. Also in the second quarter, the Company signed a new 30-year program contract with municipality of Glicério.

 

(c)        Construction services

 

 

April to June 2013

 

 

Water supply

 

Sewage services

 

Total

 

Construction cost incurred

271,478

 

371,751

 

643,229

 

Recognition of construction revenue

276,905

 

379,939

 

656,844

 

 

 

 

January to June 2013

 

 

Water supply

 

Sewage services

 

Total

 

Construction cost incurred

479,996

 

649,195

 

1,129,191

 

Recognition of construction revenue

489,201

 

663,252

 

1,152,453

 

 

 

 

April to June 2012

(Restated)

 

 

Water supply

 

Sewage services

 

Total

 

Construction cost incurred

244,658

 

320,833

 

565,491

 

Recognition of construction revenue

249,753

 

328,126

 

577,879

 

 

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

 

January to June 2012

(Restated)

 

Water supply

 

Sewage services

 

Total

Construction cost incurred

480,760

 

624,113

 

1,104,873

Recognition of construction revenue

490,324

 

638,411

 

1,128,735

 

 

(d)        General information

 

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

 

The Company has obligations recorded in “Program Contracts – Commitments” under current liabilities (R$155,931 and R$148,220 on June 30, 2013 and December 31, 2012, respectively) and noncurrent liabilities R$98,502 and R$87,407 on June 30, 2013 and December 31, 2012, respectively).

 

(e)        Software license

 

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

 

On June 30, 2013 and December 31, 2012, the balances was R$92,720 and R$2,646, respectively.

 

(f)         Disposal of concession intangible underlying assets

 

On June 30, 2013 and 2012, the Company wrote off intangible underlying  assets items totaling R$4,903 and R$1,755, respectively, due to obsolescence, theft, misplacements, unproductive wells and projects considered economically unfeasible

 

(g)        Capitalization of interest and other financial charges

 

On June 30, 2013, the Company capitalized interest and inflation adjustment, including related foreign currency exchange effects on concession intangible assets totaling R$167,791 with an average rate of 3.53%. On June 30, 2012, R$171,102 was capitalized with an average rate of 3.19% during the period assets were recorded as work in progress

 

(h)        Construction margin

 

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

 

 

Page 45 of 76


 
 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

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

 

Construction margins for the periods between April and June 2013 and 2012 were  R$13,615 and R$12,388, respectively, and for the periods between January and June 2013 and 2012, R$23,262 and R$23,862, respectively.

 

(i)         Expropriations

 

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

 

The assets received as a result of expropriations are recorded as concession intangible assets after the transaction is completed. On June 30, 2013, the total amount related to expropriations was R$20,771 (R$8,090 in June 2012).

 

(j)         Assets pledged as collateral

 

On June 30, 2013 and December 31, 2012, the Company had underlying physical assets totaling R$249,034 pledged as collateral to the request for the PAES (tax installment payment program) (Note 14). The debt related to PAES was paid-off in 120 months, the last installment was paid on June 28, 2013. The assets pledged as collateral will be released by appropriate agency of the Brazilian Federal Revenue Office, pursuant to Law 9,532 of December 10, 1997.

 

(k)        Public-Private Partnership - PPP

 

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

 

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

 

On June 30, 2013 and December 31, 2012, the carrying amount recognized as intangible asset related to PPP was R$421,205 and R$426,791, respectively.

 

(l)         Works in progress

 

The amount of R$5.7 billion is recorded as intangible assets from works in progress on June 30, 2013 (R$5.1 billion on December 31, 2012). 

 

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

(m)       Amortization of intangible assets

 

The amortization average rate was 4.0% on June  30, 2013 (4.1% in June 2012).

 

 

12.        PROPERTY, PLANT AND EQUIPMENT

 

(a)        Equity balances

 

 

June 30, 2013

 

December 31, 2012

(Restated)

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

depreciation

 

Net

 

Cost

 

depreciation

 

Net

 

 

 

 

 

 

 

 

 

 

 

Land

88,328

 

-

 

88,328

 

88,328

 

-

 

88,328

Buildings

55,048

 

(30,356)

 

24,692

 

56,339

 

(30,778)

 

25,561

Equipment

193,303

 

(128,268)

 

65,035

 

191,202

 

(121,569)

 

69,633

Transportation equipment

12,459

 

(6,470)

 

5,989

 

13,882

 

(7,267)

 

6,615

Furniture and fixtures

16,288

 

(10,135)

 

6,153

 

16,203

 

(10,016)

 

6,187

Other

1,291

 

(623)

 

668

 

1,109

 

(723)

 

386

 

366,717

 

(175,852)

 

190,865

 

367,063

 

(170,353)

 

196,710

 

 

(b)        Changes

 

 

December

31, 2012

(Restated)

 

 

 

 

 

 

 

 

 

June 30,

2013

 

 

Additions

 

Transfer

 

Write-offs and

disposals

 

Depreciation

 

Land

88,328

 

-

 

-

 

-

 

-

 

88,328

Buildings

25,561

 

-

 

(2)

 

(216)

 

(651)

 

24,692

Equipment

69,633

 

5,815

 

(284)

 

(267)

 

(9,862)

 

65,035

Transportation equipment

6,615

 

1,355

 

(1,578)

 

-

 

(403)

 

5,989

Furniture and fixtures

6,187

 

396

 

(31)

 

(47)

 

(352)

 

6,153

Other

386

 

381

 

(89)

 

-

 

(10)

 

668

 

196,710

 

7,947

 

(1,984)

 

(530)

 

(11,278)

 

190,865

 

 

(c)        Depreciation

 

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

 

The depreciation average rates on June 30, 2013 and 2012 were 10.5% and 8.9%, respectively.

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

13.       LOANS AND FINANCING

 

 

Outstanding balance of loans and financing

 

 

 

June 30, 2013

December 31, 2012

(Restated)

Financial institutions

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

DOMESTIC CURRENCY

 

 

 

 

 

 

Banco do Brasil

294,653

-

294,653

380,631

100,306

480,937

10th issue debentures

36,459

243,721

280,180

36,459

252,166

288,625

11th issue debentures

-

-

-

472,500

535,949

1,008,449

12th issue debentures

-

499,469

499,469

-

499,511

499,511

14th issue debentures

8,032

279,909

287,941

-

284,649

284,649

15th issue debentures

-

809,654

809,654

-

791,451

791,451

16th issue debentures

-

499,354

499,354

-

499,457

499,457

17th issue debentures

-

1,015,328

1,015,328

-

-

-

Brazilian Federal Savings Bank

104,839

918,871

1,023,710

116,867

918,756

1,035,623

Brazilian Development Bank - BNDES

-

-

-

4,154

-

4,154

Brazilian Development Bank - BNDES BAIXADA SANTISTA

16,309

89,701

106,010

16,309

97,855

114,164

Brazilian Development Bank - BNDES PAC

8,447

76,021

84,468

8,447

80,244

88,691

Brazilian Development Bank - BNDES PAC II 9751

361

6,139

6,500

-

6,500

6,500

Brazilian Development Bank - BNDES PAC II 9752

-

15,000

15,000

-

13,000

13,000

Brazilian Development Bank - BNDES ONDA LIMPA

19,230

206,424

225,654

19,230

216,026

235,256

Leasing

-

330,466

330,466

-

215,774

215,774

Others

543

2,681

3,224

763

2,923

3,686

Interest rates and charges

71,709

-

71,709

89,567

-

89,567

TOTAL IN DOMESTIC CURRENCY

560,582

4,992,738

5,553,320

1,144,927

4,514,567

5,659,494

 

 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

 

 

June 30, 2013

December 31, 2012

(Restated)

Financial institutions

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

 

 

 

 

 

 

 

DOMESTIC CURRENCY

 

 

 

 

 

 

Inter-American Development Bank – IDB US$437,447 thousand

84,533

879,373

963,906

77,967

770,494

848,461

International Bank for Reconstruction and Development -IBRD – US$31,937 thousand

-

70,365

70,365

-

54,492

54,492

Eurobonds – US$140,000 thousand

-

309,805

309,805

-

285,655

285,655

Eurobonds – US$350,000 thousand

-

768,755

768,755

-

708,076

708,076

JICA 15– ¥19,015,095 thousand

25,733

398,874

424,607

27,335

437,371

464,706

JICA 18 – ¥17,096,640 thousand

23,137

358,291

381,428

24,578

392,894

417,472

JICA 17 – ¥400,710 thousand

-

8,651

8,651

-

7,524

7,524

JICA 19 – ¥6,022,269 thousand

-

133,994

133,994

-

1

1

IDB 1983AB – US$178,173 thousand

53,047

339,309

392,356

48,926

361,587

410,513

Interest rates and charges

19,291

-

19,291

18,861

-

18,861

TOTAL IN FOREIGN CURRENCY

205,741

3,267,417

3,473,158

197,667

3,018,094

3,215,761

 

 

 

 

 

 

 

TOTAL LOANS AND FINANCING

766,323

8,260,155

9,026,478

1,342,594

7,532,661

8,875,255

 

Quotes on June 30, 2013 - US$1.00 = R$2.2156;  ¥1.00 = R$0.022330 (US$1.00 = R$2.0435;  ¥1.00 = R$0.023720 on December 31, 2012)

 

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

 

 

Page 49 of 76


 
 

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

 

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

 

Notes to the Financial Statements  

Version: 1

 

 

GUARANTEES

FINAL MATURITY

ANNUAL INTEREST RATES

ADJUSTMENT FOR INFLATION

DOMESTIC CURRENCY

 

 

 

 

Banco do Brasil

SÃO PAULO STATE GOVERNMENT AND OWN FUNDS

2014

8.50%

TR

10th issue debentures

OWN FUNDS

2020

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

IPCA (series 2 )

12th issue debentures

OWN FUNDS

2025

TR +9.5%

 

14th issue debentures

OWN FUNDS

2022

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

IPCA (series 2)

15th issue debentures

OWN FUNDS

2019

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

IPCA (series 2)

16th issue debentures

OWN FUNDS

2015

CDI + 0.30% to 0.70%

 

17th issue debentures

OWN FUNDS

2023

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

IPCA

Brazilian Federal Savings Bank

OWN FUNDS

2013/32

6.8% (weighted)

TR

Brazilian Development Bank - BNDES BAIXADA SANTISTA

OWN FUNDS

2019

2.5% + TJLP

 

Brazilian Development Bank - BNDES PAC

OWN FUNDS

2023

2.15% + TJLP

 

Brazilian Development Bank- BNDES PAC II 9751

OWN FUNDS

2027

1.72%+TJLP

 

Brazilian Development Bank - BNDES PAC II 9752

OWN FUNDS

2027

1.72%+TJLP

 

Brazilian Development Bank - BNDES ONDA LIMPA

OWN FUNDS

2025

1.92% + TJLP

 

Others

OWN FUNDS

2018/2025

TJLP + 6% / 12%

TR

FOREIGN CURRENCY

 

 

 

 

Inter-American Development Bank – IDB US$437,447 thousand

FEDERAL GOVERNMENT

2016/2017/

2025/2035

1.19% to 3.00%

(i)  

US$

International Bank for Reconstruction and Development -IBRD – US$31,937 thousand

FEDERAL GOVERNMENT

2034

0.75%

US$

Eurobonds – US$140,000 thousand

2016

7.50%

US$

Eurobonds – US$350,000 thousand

2020

6.25%

US$

JICA 15– ¥19,015,095 thousand

FEDERAL GOVERNMENT

2029

1.8% and 2.5%

Yen

JICA 18 – ¥17,096,640 thousand

FEDERAL GOVERNMENT

2029

1.8% and 2.5%

Yen

JICA 17 – ¥400,710 thousand

FEDERAL GOVERNMENT

2035

1.2% and 0.01%

Yen

JICA 19 – ¥6,022,269 thousand

FEDERAL GOVERNMENT

2037

1.7% and 0.01%

Yen

IDB 1983AB – US$178,173 thousand

2023

2.4% to 2.9%

US$

         

 

Page 50 of 76


 
 

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

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

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

 

(i)         17th issue of Debentures

 

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

 

Date of Issue: January 15, 2013.

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

 

 

 

Amount

 

Adjustment

 

Interest rate

 

Interest payment

 

Amortization

 

Maturity

 

 

 

 

 

 

 

 

 

 

 

 

1st Series

424,680

 

 

 

DI+ 0.75% p.a.

 

Half-year (January and July)

 

Annual (as of January 2016)

 

January /2018

2nd Series

395,230

 

IPCA

 

4.50% p.a.

 

Annual (January)

 

Annual (as of January 2019)

 

January /2020

3rd Series

180,090

 

IPCA

 

4.75% p.a.

 

Annual (January)

 

Annual (as of January 2021)

 

January /2023

Total

1,000,000

 

 

 

 

 

 

 

 

 

 

 

Early redemption: none

 

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

 

(ii)        Redemption of the 11th issue of Debentures

 

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

 

(iii)        Japan Bank for International Cooperation - JICA

 

In February 2012, the Company signed a loan agreement for the second phase of the Water Loss Reduction Corporate Program (Programa Corporativo de Redução de Perdas de Água), JICA BZ P-19, totaling thirty-three billion, five hundred, eighty-four million Japanese Yen (JPY33,584,000,000), corresponding to R$709,294 on the agreement’s signature date. This contract’s main disbursement took place in March 2013 and, on June 30, 2013 its balance was R$134,477.

 

(iv)       Payment schedule of loans and financing

 

The total volume of debt to be paid until the end of 2013 is R$413,236, R$82,706 is the amount indexed to foreign currency and R$330,530 is the falling due amount of interest rates and principal of loans denominated in reais.

 

 

 

Page 51 of 76


 
 

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

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

2013  

2014  

2015  

2016  

2017  

2018  

2019 onwards  

TOTAL  

BRAZIL

 

 

 

 

 

 

 

 

Banco do Brasil

194,347

100,306

-

-

-

-

-

294,653

Brazilian Federal Savings Bank

58,286

79,941

58,450

57,956

60,687

64,084

644,306

1,023,710

Debentures

24,853

79,707

712,521

353,311

355,352

524,143

1,342,039

3,391,926

BNDES Bx Santista

8,155

16,309

16,309

16,309

16,309

16,309

16,310

106,010

BNDES PAC

4,223

8,447

8,447

8,447

8,447

8,447

38,010

84,468

BNDES PAC II 9751

-

813

1,083

1,083

1,083

1,083

1,355

6,500

BNDES PAC II 9752

-

-

938

1,250

1,250

1,250

10,312

15,000

BNDES Onda Limpa

9,615

19,230

19,230

19,230

19,230

19,230

119,889

225,654

Leasing

-

-

-

-

-

-

330,466

330,466

Others

302

497

560

631

711

523

-

3,224

Interest rates and charges

30,749

40,960

-

-

-

-

-

71,709

Domestic currency

330,530

346,210

817,538

458,217

463,069

635,069

2,502,687

5,553,320

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

IDB

42,266

84,533

84,533

84,533

100,104

44,498

523,439

963,906

IBRD

-

-

-

-

-

-

70,365

70,365

Eurobonds

-

-

-

309,805

-

-

768,755

1,078,560

JICA

24,436

48,871

48,871

48,871

49,113

49,355

679,163

948,680

IDB 1983AB

-

53,047

53,047

53,047

53,047

52,645

127,523

392,356

Interest rates and charges

16,004

3,287

-

-

-

-

-

19,291

Foreign currency

82,706

189,738

186,451

496,256

202,264

146,498

2,169,245

3,473,158

Overall total

413,236

535,948

1,003,989

954,473

665,333

781,567

4,671,932

9,026,478

 

 

(v)        Financial Commitments – “Covenants”

 

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

 

17th Issue of Debentures

 

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

 

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

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

 

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

 

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

 

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

 

Page 52 of 76


 
 

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

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

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

 

(vi)       Loans and financing contracted but not yet used

 

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

 

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

 

 

Agent

 

June 30, 2013

 

 

(in millions of reais (*))

Brazilian Federal Savings Bank

 

1,076

Japan Bank for International Cooperation – JICA

 

745

Inter-American Development Bank – IDB

 

695

Brazilian Development bank – BNDES

 

1,898

International Bank for Reconstruction and Development - IBRD

 

151

Other

 

51

TOTAL

 

4,616

 

(*)Based on closing quotation of June 30, 2013. (US$1.00 = R$2.2156; ¥1.00 = R$0.022330).

 

 

14.       TAXES AND CONTRIBUTIONS

 

a)         Current assets

 

 

June 30, 2013

 

December 31, 2012

(Restated)

Recoverable taxes

 

 

 

Income tax and social contribution

5,461

 

100,225

IRRF (withholding income tax) on financial investments

2,062

 

14,302

Other federal taxes

9,484

 

3,238

Other municipal taxes

656

 

656

Total taxes recoverable

17,663

 

118,421

 

 

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

 

 

Page 53 of 76


 
 

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

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

b)         Liabilities

 

 

Current

 

June 30, 2013

 

December 31, 2012

(Restated)

COFINS and PASEP

36,213

 

46,576

PAES (Special Installment Payment)

-

 

19,011

INSS (Social Security contribution)

32,176

 

29,401

IRRF (withholding income tax)

1,874

 

41,588

Other

16,450

 

16,134

Total

86,713

 

152,710

 

The decrease in current liabilities arises mainly from payment of withholding income tax of interest on equity declared in December 2012 and payment of Paes in the period.

 

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

 

 

Tax

 

Principal

 

Fine

 

Interest

 

Total

 

 

 

 

 

 

 

 

Cofins

 

132,499

 

13,250

 

50,994

 

196,743

Pasep

 

5,001

 

509

 

2,061

 

7,571

Refis

 

112,639

 

-

 

-

 

112,639

Total

 

250,139

 

13,759

 

53,055

 

316,953

 

 

The loan related to Paes was paid-off in 120 months and the last installment was paid on June 28, 2013. The amounts paid from January to June 2013 and in 2012 were R$19,164 and R$37,421, respectively, and finance expenses of R$153 and R$863 in the first half of 2013 and 2012, respectively, were recorded. There is no outstanding balance on June 30, 2013. The assets pledged as collateral in previous REFIS Program, totaling R$249,034, which are still collateralizing the amounts in the PAES program, pursuant to Law 9,532 of December 10, 1997 which will be released by appropriate agency of Brazilian Federal Revenue Office.

 

 

Page 54 of 76


 
 

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

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

15.       DEFERRED TAXES AND CONTRIBUTIONS

 

a)         Equity balances

 

 

June 30, 2013

 

December 31, 2012

(Restated)

 

Deferred income tax assets (i)

 

 

 

 

Provisions

516,690

 

512,107

 

Pension plan liabilities – G0 (1)

85,271

 

85,271

 

Pension plan liabilities – G1

204,799

 

193,125

 

Actuarial gain/loss –Plan G1 ( Note 2.1)

9,405

 

9,405

 

Donations of underlying assets on concession agreements

41,416

 

41,312

 

Allowance for loan losses

169,084

 

162,670

 

Others

85,850

 

97,425

 

Total deferred tax assets

1,112,515

 

1,101,315

 

 

 

 

 

 

Deferred tax liabilities (ii)

 

 

 

 

Temporary difference on concession of intangible assets

(614,637)

 

(650,093)

 

Capitalization of borrowing costs

(203,418)

 

(158,298)

 

Revenue – government entities

(80,755)

 

(77,827)

 

Others

(78,033)

 

(69,795)

 

Total deferred tax liabilities

(976,843)

 

(956,013)

 

 

 

 

 

 

Deferred tax assets, net

135,672

 

145,302

 

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

 

 

b)         Changes

 

Deferred tax assets

December 31, 2012

(Restated)

 

Recorded in the statement of income

 

 

June 30, 2013

Provisions

512,107

 

4,583

 

516,690

Pension plan liabilities – G0

85,271

 

-

 

85,271

Pension plan liabilities - G1

193,125

 

11,674

 

204,799

Actuarial gain/loss – G1

9,405

 

-

 

9,405

Donations of underlying assets on concession agreements

41,312

 

104

 

41,416

Allowance for loan losses

162,670

 

6,414

 

169,084

Others

97,425

 

(11,575)

 

85,850

Total

1,101,315

 

11,200

 

1,112,515

 

 

 

Page 55 of 76


 
 

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

 

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

 

Notes to the Financial Statements 

Version: 1

 

Deferred tax liabilities

December 31, 2012

(Restated)

 

Recorded in the statement of income

 

 

June 30, 2013

Temporary difference on concession of intangible assets

(650,093)

 

35,456

 

(614,637)

Capitalization of borrowing costs

(158,298)

 

(45,120)

 

(203,418)

Revenue – government entities

(77,827)

 

(2,928)

 

(80,755)

Others

(69,795)

 

(8,238)

 

(78,033)

Total

(956,013)

 

(20,830)

 

(976,843)

 

 

 

 

 

 

Net deferred tax asset

145,302

 

(9,630)

 

135,672

 

 

 

 

 

 

 

 

 

Deferred tax assets

December 31, 2011

(Restated)

 

Recorded in the statement of income

 

June 30, 2012

(Restated)

Provisions

575,473

 

(38,056)

 

537,417

Pension plan liabilities – G0

85,271

 

-

 

85,271

Pension plan liabilities - G1

180,018

 

6,351

 

186,369

Actuarial gain/loss – G1

35,323

 

-

 

35,323

Donations of underlying assets on concession agreements

38,213

 

-

 

38,213

Allowance for loan losses

135,223

 

3,436

 

138,659

Others

77,175

 

3,243

 

80,418

Total

1,126,696

 

(25,026)

 

1,101,670

 

 

 

Deferred tax liabilities

December 31, 2011

(Restated)

 

Recorded in the statement of income

 

June 30, 2012

(Restated)

Temporary difference on concession of intangible assets

(692,210)

 

23,522

 

(668,688)

Capitalization of borrowing costs

(101,507)

 

(19,202)

 

(120,709)

Revenue – government entities

(76,773)

 

(794)

 

(77,567)

Others

(42,957)

 

(17,962)

 

(60,919)

Total

(913,447)

 

(14,436)

 

(927,883)

 

 

 

 

 

 

Net deferred tax asset

213,249

 

(39,462)

 

173,787

 

 

 

 

 

 

 

 

Page 56 of 76


 
 

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

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

 

c)         Reconciliation of the effective tax rate

 

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

 

 

April to June/2013

 

January to June/2013

 

April to June /2012

(Restated)

 

January to June /2012

(Restated)

 

 

 

 

 

 

 

 

Profit before income taxes

508,908

 

1,271,359

 

308,452

 

1,063,640

Statutory rate

34%

 

34%

 

34%

 

34%

Expected expense at statutory rate

(173,029)

 

(432,262)

 

(104,874)

 

(361,638)

Permanent differences

 

 

 

 

 

 

 

Provision of Law 4,819/58 (i)

(8,944)

 

(18,263)

 

(8,700)

 

(17,527)

Donations

(3,818)

 

(4,877)

 

(2,628)

 

(5,026)

Interest on equity

27,268

 

27,268

 

97,969

 

97,969

Other differences

11,284

 

14,646

 

2,593

 

7,306

Income tax and social contribution

(147,239)

 

(413,488)

 

(15,640)

 

(278,916)

 

 

 

 

 

 

 

 

Current income tax and social contribution

(116,317)

 

(403,858)

 

24,541

 

(239,454)

Deferred income tax and social contribution

(30,922)

 

(9,630)

 

(40,181)

 

(39,462)

Effective rate

29%

 

33%

 

5%

 

26%

 

 

 

 

 

 

 

 

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

 

Transition Tax Regime (RTT)

 

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

 

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

 

 

16.       PROVISIONS

 

(a)        Lawsuits deemed as probable loss

 

(i)         Balances

 

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

 

 

Page 57 of 76


 
 

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

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

 

Provisions

 

Escrow deposits

 

June 30, 2013

 

Provisions

 

Escrow deposits

 

December 31, 2012

(Restated)

Customer claims (i)

641,591

 

(110,219)

 

531,372

 

652,663

 

(131,408)

 

521,255

Supplier claims (ii)

304,263

 

(181,933)

 

122,330

 

290,593

 

(175,437)

 

115,156

Other civil claims (iii)

151,992

 

(11,761)

 

140,231

 

169,513

 

(4,978)

 

164,535

Tax claims (iv)

66,076

 

(3,002)

 

63,074

 

71,141

 

(3,056)

 

68,085

Labor claims (v)

158,431

 

(1,586)

 

156,845

 

173,227

 

(1,529)

 

171,698

Environmental claims (vi)

197,425

 

(660)

 

196,765

 

149,061

 

(636)

 

148,425

 

 

 

 

 

 

 

 

 

 

 

 

Total

1,519,778

 

(309,161)

 

1,210,617

 

1,506,198

 

(317,044)

 

1,189,154

 

 

 

 

 

 

 

 

 

 

 

 

Current

594,456

 

-

 

594,456

 

565,083

 

-

 

565,083

Noncurrent

925,322

 

(309,161)

 

616,161

 

941,115

 

(317,044)

 

624,071

 

 

(ii)        Changes

 

 

 

December 31, 2012

(Restated)

Additional provisions

Interest and inflation adjustment

Amounts used in provision

Unused amounts

(reversal)

June 30, 2013

Customer claims (i)

652,663

71,831

71,257

(70,863)

(83,297)

641,591

Supplier claims (ii)

290,593

4,989

14,246

(891)

(4,674)

304,263

Other civil claims (iii)

169,513

13,834

16,768

(5,291)

(42,832)

151,992

Tax claims (iv)

71,141

1,925

4,735

(5,230)

(6,495)

66,076

Labor claims (v)

173,227

40,536

12,888

(50,346)

(17,874)

158,431

Environmental claims (vi)

149,061

40,548

8,191

-

(375)

197,425

Subtotal

1,506,198

173,663

128,085

(132,621)

(155,547)

1,519,778

Escrow deposits

(317,044)

(23,526)

(11,724)

19,776

23,357

(309,161)

Total

1,189,154

150,137

116,361

(112,845)

(132,190)

1,210,617

 

(b)        Lawsuits deemed as possible loss

 

The Company is party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor matters, which are assessed by Management whose chances of loss are possible and are not recorded. Contingencies, classified as possible loss, represent approximately R$2,969,600 on June 30, 2013 (R$2,796,500 in December 2012).

 

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

 

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Notes to the Financial Statements 

Version: 1

 

 

(i)         Customer claims

 

 Approximately 1,520 lawsuits were filed by commercial customers, which claim that their tariffs should correspond to other consumer categories, and 700 lawsuits which claim a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company. The Company was granted both favorable and unfavorable final decisions at several court levels and recognized provisions when the chances of losses are probable. The R$10,117 increase in the lawsuits classified as probable loss (net of escrow deposits) relates to the filling of new lawsuits and interest, fees and inflation adjustments on amounts involving lawsuits in progress, partially offset by payments made in the year and revisions of expectations caused by favorable decisions to the Company in 2013.

 

(ii)        Supplier claims

 

Suppliers’ claims include lawsuits filed by some suppliers alleging underpayment of inflation adjustment, withholding of amounts related to the understated inflation rates deriving from the Brazilian Real economic plan, and the economic and financial imbalance of the agreements. These lawsuits are in progress at different courts and a provision is recognized when the chances of losses are probable. The R$7,174 increase in the lawsuits classified as probable loss (net of escrow deposits) mainly relates to interest rates, fees, and adjustments of amounts involving lawsuits in progress.

 

(iii)        Other civil claims

 

These refer mainly to indemnities for property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels, duly accrued when classified as probable losses. The R$24,304 decrease, for lawsuits with probable chances of loss (net of escrow deposits), was mainly due to the dismissal of several lawsuits and expectation reviews caused by favorable decisions to the Company, during 2013.

 

(iv)       Tax claims

 

Tax contingencies refers mainly to issues related to tax collections challenged due to differences in the interpretation of legislation by the Company's Management, accrued when classified as probable loss. The R$5,011 decrease, for lawsuits with probable chances of loss (net of escrow deposits), was mainly due to favorable decisions to the Company.

 

(v)        Labor claims

 

The Company is a party to several labor lawsuits, involving issues such as overtime, shift schedule, health hazard premium and hazardous duty premium, prior notice, job deviation, salary parity, and others. Part of the amount involved is in provisional or final execution at various court levels, and thus is classified as probable loss and accordingly, accrued. The R$14,853 decrease in lawsuits with probable chances of loss (net of escrow deposits) mainly refers to payments made in the year, partially offset by the addition in the estimates and adjustments of amounts involving lawsuits in progress.

 

 

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Notes to the Financial Statements 

Version: 1

 

(vi)       Environmental claims

 

Environmental claims refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental – Cetesb, Public Prosecution Office of the State of São Paulo and others, that aim affirmative and negative covenants and penalty is estimated due to failure to comply, besides the imposition of indemnity due to environmental damages allegedly caused by the Company. The amounts accrued represent the best estimate of the Company at this moment, however, may differ from the amount to be disbursed as indemnity to alleged damages, in view of the current stage of referred proceedings. The R$48,340 increase in the lawsuits with probable chances of loss (net of escrow deposits) mainly refers to the addition in the estimates of lawsuits and agreements in progress.

 

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

 

17.       EMPLOYEE BENEFITS

 

(a)        Health benefit plan

 

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

 

.           Company: 7.4% on average gross payroll;

 

.           Participating employees: 3.21% of base salary and bonus, equivalent to 2.4% average payroll.

 

(b)        Pension plan benefits

 

Amounts recorded in the statement of financial position

 

 

Funded plan – G1

 

 

Pension plan liabilities on December 31, 2012

 

577,169

Effect from the adoption of CPC 33(R1)

 

27,663

Adjusted pension plan liabilities on December 31, 2012

 

604,832

Expenses recognized in 2013

 

42,470

Payments made in 2013

 

(8,135)

Pension plan liabilities on June 30, 2013 (i)

 

639,167

 

 

 

Unfunded plan – G0

 

 

Pension plan liabilities on December 31, 2012

 

1,547,161

Effect from the adoption of CPC 33(R1)

 

440,557

Adjusted pension plan liabilities on December 31, 2012

 

1,987,718

Expenses recognized in 2013

 

88,383

Payments made in 2013

 

(62,278)

Pension plan liabilities on June 30, 2013 (iii)

 

2,013,823

 

 

 

Total

 

2,652,990

 

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Notes to the Financial Statements 

Version: 1

 

(i)         Plan G1

 

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

 

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

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

 

On June 30, 2013, SABESP had a net actuarial liability of R$639,167 (R$604,832 on December 31, 2012) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners and the fair value of the related assets.

 

(ii)        Private pension plan benefits – Defined contribution

 

On June 30, 2013, Sabesprev Mais plan, based on defined contribution, had 4,955 (active and assisted participants (4,569 in December 2012).  

 

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

 

On June 30, 2013, the commitment to all participants who migrated up to Sabesprev Mais Plan amounted to R$11,567 (R$12,441 in December 2012) referred to active participants.

 

(iii)        Plan G0

 

Pursuant to Law 4,819/58, employees who provided services prior to May 1974 and were retired as an employee of the Company acquired a legal right to receive supplementary pension payments, which rights are referred as "Plan G0". The Company pays these supplementary benefits on behalf of the State Government and makes claims for reimbursements from the State Government, which are recorded as accounts receivable from shareholder, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of June 30, 2013, the Company recorded a defined benefit obligation for Plan G0 of R$2,013,823 (R$1,987,718 in December 2012).

 

(c)        Profit sharing

 

The Company recorded as reference to the 2013 Profit Sharing Program the amount corresponding to one month salary for each employee, depending on the establishment of goals. In the second quarter of 2013, the amount of R$18,380 was accrued (R$15,889 in the second quarter of 2012). From January to June 2013 and 2012, R$34,054 and R$30,033, respectively were accrued.

 

 

 

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

 

Notes to the Financial Statements 

Version: 1

 

18.       EQUITY

 

a)         Authorized capital

 

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

 

b)         Subscribed and paid-in capital

 

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

 

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

 

 

 

June 30, 2013

 

December 31, 2012

 

Number of shares

 

%

 

Number of shares

 

%

Treasury Department

343,524,258

 

50.26%

 

114,508,086

 

50.26%

Brazil Clearing and Depositary Corporation – CBLC

178,016,336

 

26.04%

 

56,036,950

 

24.59%

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

160,046,002

 

23.42%

 

56,663,486

 

24.87%

Other

1,923,273

 

0.28%

 

628,101

 

0.28%

 

 

 

 

 

 

 

 

 

683,509,869

 

100.0%

 

227,836,623

 

100.0%

(*)            Each ADR corresponds to 1 share.

 

 

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

 

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

 

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

 

 

19.       EARNINGS PER SHARE

 

(a)        Basic and diluted

 

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

 

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Notes to the Financial Statements 

Version: 1

 

 

 

January to June/2013

 

January to June /2012

(Restated)

 

 

 

 

Profit attributable to the Company’s shareholders

857,871

 

784,724

Weighted average number of common shares issued

683,509

 

683,509

 

 

 

 

Basic and diluted earnings per share (reais per share)

1.25510

 

1.14808

 

 

20.       BUSINESS SEGMENT INFORMATION

 

 

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

 

 

 

 

April to June/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to the Financial Statements

 

Balance as per Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

1,272,899

 

1,034,529

 

656,844

 

2,964,272

 

 

 

 

 

 

 

 

 

 

 

Gross sale deductions

 

(92,674)

 

(75,320)

 

-

 

(167,994)

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services – from external customers

 

1,180,225

 

959,209

 

656,844

 

2,796,278

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(872,632)

 

(565,649)

 

(643,229)

 

(2,081,510)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net

 

307,593

 

393,560

 

13,615

 

714,768

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

1,507

 

 

 

 

 

 

 

 

 

 

 

Equity in the earning (losses) of joint ventures

 

 

 

 

 

 

 

(111)

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(207,256)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

508,908

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

104,770

 

91,988

 

-

 

196,758

 

 

 

 

 

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Notes to the Financial Statements 

Version: 1

 

 

 

January to June/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to the Financial Statements

 

Balance as per Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

2,558,801

 

2,067,474

 

1,152,453

 

5,778,728

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(186,620)

 

(150,786)

 

-

 

(337,406)

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services – from external customers

 

2,372,181

 

1,916,688

 

1,152,453

 

5,441,322

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(1,761,596)

 

(1,109,309)

 

(1,129,191)

 

(4,000,096)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net

 

610,585

 

807,379

 

23,262

 

1,441,226

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

10,342

 

 

 

 

 

 

 

 

 

 

 

Equity in the earnings (losses) of joint ventures

 

 

 

 

 

 

 

(261)

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(179,948)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

1,271,359

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

210,023

 

181,901

 

-

 

391,924

 

 

 

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Notes to the Financial Statements 

Version: 1

 

 

 

 

April to June/2012

(Restated)

 

 

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to the Financial Statements

 

Balance as per Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

1,126,273

 

922,254

 

577,879

 

2,626,406

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(83,214)

 

(68,143)

 

-

 

(151,357)

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services – from external customers

 

1,043,059

 

854,111

 

577,879

 

2,475,049

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(808,502)

 

(478,329)

 

(565,491)

 

(1,852,322)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net

 

234,557

 

375,782

 

12,388

 

622,727

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

18,397

 

 

 

 

 

 

 

 

 

 

 

Equity in the earnings (losses) of joint ventures

 

 

 

 

 

 

 

(1,297)

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(331,375)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

308,452

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

97,119

 

79,896

 

-

 

177,015

 

 

 

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Notes to the Financial Statements 

Version: 1

 

 

 

January to June/2012

Restated

 

 

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewage

 

Reconciliation to the Financial Statements

 

Balance as per Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

2,338,342

 

1,899,592

 

1,128,735

 

5,366,669

 

 

 

 

 

 

 

 

 

 

 

Gross sales deductions

 

(173,220)

 

(140,718)

 

-

 

(313,938)

 

 

 

 

 

 

 

 

 

 

 

Net revenue from sales and services – from external customers

 

2,165,122

 

1,758,874

 

1,128,735

 

5,052,731

 

 

 

 

 

 

 

 

 

 

 

Costs, selling and administrative expenses

 

(1,657,559)

 

(964,097)

 

(1,104,873)

 

(3,726,529)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before other operating expenses, net

 

507,563

 

794,777

 

23,862

 

1,326,202

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses, net

 

 

 

 

 

 

 

26,860

 

 

 

 

 

 

 

 

 

 

 

Equity in the earnings (losses) of joint ventures

 

 

 

 

 

 

 

(3,057)

 

 

 

 

 

 

 

 

 

 

 

Financial result, net

 

 

 

 

 

 

 

(286,365)

 

 

 

 

 

 

 

 

 

 

 

Income from operations before taxes

 

 

 

 

 

 

 

1,063,640

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

203,233

 

160,278

 

-

 

363,511

 

 

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

 

 

 

April to June/2013

 

January to June/2013

 

April to June /2012

(Restated)

 

January to June/2012

(Restated)

 

 

 

 

 

 

 

 

 

Gross revenue from construction recognized under ICPC 1 (a)

 

656,844

 

1,152,453

 

577,879

 

1,128,735

Construction costs recognized under ICPC 1 (a)

 

643,229

 

1,129,191

 

565,491

 

1,104,873

 

 

 

 

 

 

 

 

 

Construction margin

 

13,615

 

23,262

 

12,388

 

23,862

 

 

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

 

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Notes to the Financial Statements 

Version: 1

 

21.       REVENUE

 

(a)        Reconciliation between gross revenue and net revenue

 

 

April to June/2013

 

January to June/2013

 

April to

June /2012

(Restated)

 

January to June/2012

(Restated)

Gross revenue from sales and/or services

2,307,428

 

4,626,275

 

2,048,527

 

4,237,934

Construction revenue

656,844

 

1,152,453

 

577,879

 

1,128,735

Sales tax

(167,994)

 

(337,406)

 

(151,357)

 

(313,938)

Net revenue

2,796,278

 

5,441,322

 

2,475,049

 

5,052,731

 

 

(b)        Gross revenue from sales of products and services

 

 

April to June/2013

 

January to June/2013

 

April to June /2012

(Restated)

 

January to June/2012

(Restated)

Metropolitan Region of São Paulo

1,701,779

 

3,389,795

 

1,598,216

 

3,185,639

Regional Systems (i)

605,649

 

1,236,480

 

450,311

 

1,052,295

Total (ii)

2,307,428

 

4,626,275

 

2,048,527

 

4,237,934

 

 

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

 

(ii)        Gross operating revenue from sales and services increased by 12.6% in the second quarter of 2013 over the second quarter of 2012, mainly due to a 3.5% increase in the Company’s volume billed, a 5.15% tariff increase as of September 2012 and the 2.35% tariff repositioning index applied over tariffs after April 2013.

 

 

22.       OPERATING COSTS AND EXPENSES

 

Description

April to

June/2013  

January to

June /2013  

April to June/2012

(Restated)

January to June/2012

(Restated)

Cost of sales and services:

 

 

 

 

Salaries and payroll charges

343,874

662,609

312,222

595,303

Pension plan liabilities

14,316

29,718

8,806

17,864

Construction costs (Note 11( c))

643,229

1,129,191

565,491

1,104,873

General supplies

44,557

85,132

40,066

77,658

Treatment supplies

55,141

120,017

51,431

96,004

Outsourced services

205,295

369,025

173,114

333,926

Electricity

132,579

276,966

147,238

296,970

General expenses

106,297

222,647

97,752

190,209

Depreciation and amortization

186,657

373,506

171,650

351,401

 

1,731,945

3,268,811

1,567,770

3,064,208

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

 

Description

April to

June/2013  

January to

June /2013  

April to June/2012

(Restated)

January to June/2012

(Restated)

Selling expenses:

 

 

 

 

Salaries and payroll charges

54,636

106,122

50,797

97,078

Pension plan liabilities

1,949

4,550

1,499

2,895

General supplies

1,844

3,962

2,052

3,922

Outsourced services

61,865

88,292

54,693

116,872

Electricity

134

306

66

327

General expenses

22,865

41,226

20,937

39,476

Depreciation and amortization

2,590

5,308

1,843

3,333

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

18,839

56,239

36,625

75,387

 

164,722

306,005

168,512

339,290

General and administrative expenses:

 

 

 

 

Salaries and payroll charges

45,495

87,350

42,368

80,809

Pension plan liabilities

31,692

63,431

27,919

55,984

General supplies

2,981

4,565

1,097

2,109

Outsourced services

27,958

66,553

24,738

66,741

Electricity

260

528

305

659

General expenses

57,176

137,888

4,991

61,840

Depreciation and amortization

7,511

13,110

3,522

8,777

Tax expenses

11,770

51,855

11,100

46,112

 

184,843

425,280

116,040

323,031

Cost, selling and administrative expenses:

 

 

 

 

Salaries and payroll charges

444,005

856,081

405,387

773,190

Pension plan liabilities

47,957

97,699

38,224

76,743

Construction costs (Note 11 (c))

643,229

1,129,191

565,491

1,104,873

General supplies

49,382

93,659

43,215

83,689

Treatment supplies

55,141

120,017

51,431

96,004

Outsourced services

295,118

523,870

252,545

517,539

Electricity

132,973

277,800

147,609

297,956

General expenses

186,338

401,761

123,680

291,525

Depreciation and amortization

196,758

391,924

177,015

363,511

Tax expenses

11,770

51,855

11,100

46,112

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

18,839

56,239

36,625

75,387

 

2,081,510

4,000,096

1,852,322

3,726,529

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

23.       FINANCE EXPENSES AND INCOME

 

Description

April to June/2013

 

January to June/2013

 

April to June /2012

(Restated)

 

January to June/2012

(Restated)

Finance expenses:

 

 

 

 

 

 

 

Interest and charges on loans and financing – local currency

(64,904)

 

(147,429)

 

(69,931)

 

(152,134)

Interest and charges on loans and financing – foreign currency

(22,090)

 

(40,506)

 

(25,728)

 

(45,747)

Other finance expenses

(20,701)

 

(32,878)

 

(5,373)

 

(19,108)

Income tax over foreign remittance

(2,540)

 

(4,417)

 

(3,649)

 

(5,758)

Inflation adjustments on loans and financing (i)

(16,399)

 

(40,548)

 

(8,914)

 

(17,469)

Inflation adjustments on Sabesprev Mais deficit (ii)

(357)

 

(805)

 

(392)

 

(807)

Other inflation adjustments (iii)

(722)

 

(4,360)

 

(1,637)

 

(3,171)

Interest and inflation adjustments on provisions

20,850

 

(31,581)

 

(5,126)

 

(78,116)

Total finance expenses

(106,863)

 

(302,524)

 

(120,750)

 

(322,310)

 

 

 

 

 

 

 

 

Finance income:

 

 

 

 

 

 

 

Inflation adjustments gains (iv)

19,986

 

48,981

 

9,313

 

21,087

Income on short-term investments

37,285

 

70,263

 

45,078

 

99,917

Interest and other income

43,769

 

75,198

 

16,469

 

37,463

Total finance income

101,040

 

194,442

 

70,860

 

158,467

 

 

 

 

 

 

 

 

Financial, net before foreign exchange variations

(5,823)

 

(108,082)

 

(49,890)

 

(163,843)

 

 

 

 

 

 

 

 

Net foreign exchange gains (losses):

 

 

 

 

 

 

 

Foreign exchange variation on loans and financing

(201,667)

 

(72,064)

 

(281,674)

 

(122,442)

Other foreign exchange variations

(16)

 

(17)

 

(5)

 

(25)

Foreign exchange gains

250

 

215

 

194

 

(55)

Foreign exchange variations, net

(201,433)

 

(71,866)

 

(281,485)

 

(122,522)

 

 

 

 

 

 

 

 

Financial, net

(207,256)

 

(179,948)

 

(331,375)

 

(286,365)

 

 

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

 

(ii)        This inflation adjustment derives from the change in the National Consumer Price Index (INPC) rate of 1.2% in the second quarter of 2013 (1.5% in the second quarter of 2012), which is used to adjust the balance of SABESP’s commitment in relation to the deficit of the Sabesprev Mais pension plan.

 

 

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

Notes to the Financial Statements 

Version: 1

 

 

(iii)        Other expenses related to monetary variation mainly arises from the adjustment of liabilities referring to investment commitments required by the public-private partnerships and mainly from program contracts indexed to the IPC and IPCA of 0.7% and 1.2% in the second quarter of 2013, respectively (1.0% and 1.1% in the second quarter of 2012, respectively).

 

(iv)       These inflation adjustment mainly arise from installment payment agreements with clients, which are indexed by IPCA (1.2% in the second quarter of 2013 and 1.1% in the second quarter of 2012) or IPC (Consumer Price Index, 0.7% in the second quarter of 2013 and 1.0% in the second quarter of 2012), depending on the contract date, and judicial deposits, which are adjusted by the index defined by the Judiciary Branch, which varied 1.5% in the second quarter of 2013 (1.4% in the second quarter of 2012).

 

 

24.       OTHER OPERATING INCOME (EXPENSES), NET

 

 

 

April to June/2013

 

January to June/2013

 

April to June /2012

(Restated)

 

January to June /2012

(Restated)

Other operating income, net

13,581

 

24,218

 

22,875

 

33,482

Other operating expenses

(12,074)

 

(13,876)

 

(4,478)

 

(6,622)

Other operating income (expenses), net

1,507

 

10,342

 

18,397

 

26,860

 

 

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

 

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

 

 

25.       COMMITMENTS

 

 

The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. Below, main committed amounts as of June 30, 2013:

 

 

July to December 2013

2014 - 2015

2016-2017

2018 onwards

Total

Contractual obligations - Expenses

607,224

1,319,577

51,731

1,698

1,980,230

Contractual obligations - Investments

799,734

1,392,085

267,762

452

2,460,033

Total

1,406,958

2,711,662

319,493

2,150

4,440,263

 

 

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

26.       ADDITIONAL INFORMATION ON CASH FLOWS

 

Non-cash investing and financing transactions

 

 

January to

June/2013 

 

January to

June /2012

Restated

 

 

 

 

Interest capitalized in the period

167,791

 

171,102

Variation in payables to contractors

(33,165)

 

20,447

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

35,879

 

(13,831)

Leasing

114,692

 

54,087

Construction margin recorded in intangible assets

23,262

 

23,862

 

308,459

 

255,667

 

27.       EVENTS AFTER THE REPORTING PERIOD

 

 

The Company renewed the Water Supply and Sewage Service Program Contract with the municipality of Itatiba on July 2, 2013, for a 30-year term.

 

 

Arsesp – Sanitation and Energy Regulatory Agency of the State of São Paulo published on August 1, 2013, the Resolution 427 wherein it informs that “identified relevant methodological and quantitative inconsistencies in the assets report submitted by SABESP, thus, hindering its immediate utilization in Tariff Revision and requiring a reformulation by the Services Provider.”

 

In view of the aforementioned paragraph, ARSESP resolved:

 

“Article 1 – Uphold the suspension of stages C2, C3, C4 and C5 of SABESP’s Tariff Revision until Asset Base issues are solved.

 

Paragraph 1 - The Services Provider will have thirty (30) days to submit to Arsesp the deadline necessary to present the reformulated Asset Base.

 

Paragraph 2 - If Services Provider does not make any statement, the Executive Board will resolve on the asset base to be adopted, as well as it will establish a new Schedule to conclude the Tariff Revision.”

 

Stages C2 to C5 refer to the publication of tariff revision results related to the final Maximum Average Tariff (P0).

 

SABESP is waiting to receive the content and details deemed inconsistent by the regulatory agency to then analyze and assess potential impacts, if any.

 

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

 

Notes to the Financial Statements 

Version: 1

 

 

 

Comments of the Company’s projections trend

 

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

 

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

 

 

 

 

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

 

Comments on the Company’s Projection Trend

 

Version: 1

 

 

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

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
Position as at 6/30/2013

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,258

50.3%

343,524,258

50.3%

Management

 

 

 

 

Board of Directors

1,518

0

1,518

0

Executive Officers

 

 

 

 

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,525,776

50.3%

343,525,776

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,984,093

49.7%

339,984,093

49.7%

 

 

2.       CHANGES IN INTERESTS HELD BY CONTROLLING SHAREHOLDERS, BOARD MEMBERS AND EXECUTIVE OFFICERS

 

 

 

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

 

Other Information Deemed as Relevant by the Company   

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
Position as at 6/30/2012

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,258

50.3%

343,524,258

50.3%

Management

 

 

 

 

Board of Directors

6,027

0

6,027

0

Executive Officers

1,809

0

1,809

0

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,532,094

50.3%

343,532,094

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,977,775

49.7%

339,977,775

49.7%

Note: June 30, 2012 figures were adjusted, including the split of one share for three shares, occurred in April 2013, for better comparability between the reportin periods.

 

 

3.         SHAREHOLDING POSITION

 

 

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

Company:

CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Position as at 6/30/2013
(shares)

 

Common shares

Total

Shareholder

Number of shares

%

Shareholder

Number of shares

Treasury Department

343,524,258

50.3

343,524,258

50.3

 

 

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

 

Reports and Statements / Unqualified Report on Special Review 

Version: 1

 

 

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

 

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

São Paulo - SP

Introduction

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

 

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

Scope of review

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

Conclusion on the interim financial information

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

 

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

 

Reports and Statements / Unqualified Report on Special Review 

Version: 1

 

Emphasis of matter

Restatement of corresponding amounts

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

Other matters

Statements of value added

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

 

Review of interim financial information for the three and six-month period ended June 30, 2012

The information and amounts for the three and six-month period ended June 30, 2012, presented for comparison purposes, were reviewed by other independent auditors, whose report, without qualification, was issued and dated on August 13, 2013.

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

 

São Paulo, August 13, 2013

DELOITTE TOUCHE TOHMATSU

Délio Rocha Leite

Auditores Independentes

Engagement Partner

 

 

 

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SIGNATURE  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: September 5, 2013
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/  Rui de Britto Álvares Affonso    
 
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

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