sbsitr2q17_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 August, 2017
(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):

 
 

 

 

Table of Contents

 

Company Information   
Capital Breakdown  1 
Cash Proceeds  2 
Parent Companys Financial Statements   
Statement of Financial Position - Assets  3 
Statement of Financial Position - Liabilities  4 
Income Statement  6 
Statement of Comprehensive Income  8 
Statement of Cash Flows  9 
Statements of Changes in Equity   

01/01/2017 to 06/30/2017 

11 

01/01/2016 to 06/30/2016 

12 
Statement of Value Added  13 
Comments on the Companys Performance  14 
Notes to the Interim Financial Information  21 
Comments on the Companys Projections  77 
Other Information Deemed as Relevant by the Company  78 
Reports and Statements   
Unqualified Reports on Special Review  80 

 


 
 

 

 

Company Information / Capital Breakdown

 

Number of Shares

Current Quarter

(Units)

06/30/2017

Paid-in Capital

 

Common

683,509,869

Preferred

0

Total

683,509,869

Treasury Shares

 

Common

0

Preferred

0

Total

0

 

 

 

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’  03/27/2017  Interest on Capital  06/27/2017  Common    1.20480 
Meeting             

 

 

2


 
 

 

 

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

(R$ thousand)     
Code  Description  Current Quarter  Previous Year 
    06/30/2017  12/31/2016 
1  Total Assets  37,136,341  36,745,034 
1.01  Current Assets  3,329,030  3,823,635 
1.01.01  Cash and Cash Equivalents  1,367,605  1,886,221 
1.01.03  Accounts Receivable  1,686,110  1,760,025 
1.01.03.01  Trade Receivables  1,481,552  1,557,472 
1.01.03.02  Other Receivables  204,558  202,553 
1.01.03.02.01 Related-Party Balances  204,558  202,553 
1.01.04  Inventories  66,677  58,002 
1.01.06  Recoverable Taxes  82,139  42,633 
1.01.06.01  Current Recoverable Taxes  82,139  42,633 
1.01.08  Other Current Assets  126,499  76,754 
1.01.08.03  Other  126,499  76,754 
1.01.08.03.01 Restricted Cash  30,597  24,078 
1.01.08.03.20 Other Receivables  95,902  52,676 
1.02  Noncurrent Assets  33,807,311  32,921,399 
1.02.01  Long-Term Assets  1,260,525  1,283,164 
1.02.01.03  Accounts Receivable  186,176  153,834 
1.02.01.03.01 Trade Receivables  186,176  153,834 
1.02.01.06  Deferred Taxes  170,801  186,345 
1.02.01.06.01 Deferred Income Tax and Social Contribution  170,801  186,345 
1.02.01.08  Receivables from Related Parties  638,951  669,156 
1.02.01.08.03 Receivables from Controlling Shareholders  638,951  669,156 
1.02.01.09  Other Noncurrent Assets  264,597  273,829 
1.02.01.09.04 Escrow Deposits  56,611  77,915 
1.02.01.09.05 ANA – Water National Agency  82,926  81,221 
1.02.01.09.20 Other Receivables  125,060  114,693 
1.02.02  Investments  92,476  89,064 
1.02.02.01  Equity Investments  34,563  31,096 
1.02.02.01.04 Other Equity Investments  34,563  31,096 
1.02.02.02  Investment Properties  57,913  57,968 
1.02.03  Property, Plant and Equipment  273,352  302,383 
1.02.04  Intangible Assets  32,180,958  31,246,788 
1.02.04.01  Intangible Assets  32,180,958  31,246,788 
1.02.04.01.01 Concession Contracts  8,870,360  8,864,607 
1.02.04.01.02 Program Contracts  7,439,063  7,399,237 
1.02.04.01.03 Service Contracts  15,447,102  14,552,707 
1.02.04.01.04 Software License  424,433  430,237 

 

3


 
 

 

 

Parent Company’s Financial Statements / Statement of Financial Position - Liabilities (R$ thousand)

 

(R$ thousand)     
Code  Description  Current Quarter  Previous Year 
    06/30/2017  12/31/2016 
2  Total Liabilities  37,136,341  36,745,034 
2.01  Current Liabilities  3,814,174  4,302,508 
2.01.01  Labor and Pension Plan Liabilities  511,541  458,299 
2.01.01.01  Social Security Liabilities  15,811  43,257 
2.01.01.02  Labor Liabilities  495,730  415,042 
2.01.02  Trade Payable  384,174  311,960 
2.01.02.01  Domestic Suppliers  384,174  311,960 
2.01.03  Tax Liabilities  112,525  168,757 
2.01.03.01  Federal Tax Liabilities  100,256  159,176 
2.01.03.01.02 PIS-PASEP and COFINS Payable  42,624  49,132 
2.01.03.01.03 INSS (social security contribution) Payable  36,554  35,376 
2.01.03.01.20 Other Federal Taxes  21,078  74,668 
2.01.03.03  Municipal Tax Liabilities  12,269  9,581 
2.01.04  Borrowings and Financing  1,342,046  1,246,567 
2.01.04.01  Borrowings and Financing  679,113  635,701 
2.01.04.01.01 In Domestic Currency  219,395  269,042 
2.01.04.01.02 In Foreign Currency  459,718  366,659 
2.01.04.02  Debentures  646,907  595,952 
2.01.04.03  Financing through Finance Lease  16,026  14,914 
2.01.05  Other Liabilities  736,917  1,386,591 
2.01.05.01  Payables to Related Parties  492  1,853 
2.01.05.01.03 Payables to Controlling Shareholders  492  1,853 
2.01.05.02  Other  736,425  1,384,738 
2.01.05.02.01 Dividends and Interest on Capital Payable  276  700,034 
2.01.05.02.04 Services Payable  480,873  460,054 
2.01.05.02.05 Refundable Amounts  10,584  12,240 
2.01.05.02.06 Program Contract Commitments  103,841  109,042 
2.01.05.02.07 Public-Private Partnership - PPP  33,193  31,898 
2.01.05.02.09 Indemnities  11,221  9,379 
2.01.05.02.20  Other Payables  96,437  62,091 
2.01.06  Provisions  726,971  730,334 
2.01.06.01  Tax, Social Security, Labor and Civil Provisions  175,769  180,165 
2.01.06.01.01 Tax Provisions  35,440  27,677 
2.01.06.01.02 Social Security and Labor Provisions  41,190  47,873 
2.01.06.01.04 Civil Provisions  99,139  104,615 
2.01.06.02  Other Provisions  551,202  550,169 
2.01.06.02.03 Provisions for Environmental Liabilities and Decommissioning  10,928  10,691 
2.01.06.02.04 Provisions for Customers  469,996  462,965 
2.01.06.02.05 Provisions for Suppliers  70,278  76,513 
2.02  Noncurrent Liabilities  16,959,505  17,023,315 
2.02.01  Borrowings and Financing  10,282,765  10,717,576 
2.02.01.01  Borrowings and Financing  7,336,788  7,244,771 
2.02.01.01.01 In Domestic Currency  2,102,294  1,951,067 
2.02.01.01.02  In Foreign Currency  5,234,494  5,293,704 
2.02.01.02  Debentures  2,407,940  2,935,203 
2.02.01.03  Financing through Finance Lease  538,037  537,602 

 

4


 
 

 

 

 

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

 

(R$ thousand)     
Code  Description  Current Quarter  Previous Year 
    06/30/2017  12/31/2016 
2.02.02  Other Payables  6,213,069  5,862,998 
2.02.02.02  Other  6,213,069  5,862,998 
2.02.02.02.04 Pension Plan Liabilities  3,310,339  3,265,250 
2.02.02.02.05 Program Contract Commitments  47,723  69,051 
2.02.02.02.06 Public-Private Partnership - PPP  2,526,187  2,217,520 
2.02.02.02.07   Indemnities 26,708  11,247 
2.02.02.02.08 Labor Liabilities  42,653  29,625 
2.02.02.02.09 Deferred COFINS / PASEP  134,624  138,071 
2.02.02.02.20 Other Payables  124,835  132,234 
2.02.04  Provisions  463,671  442,741 
2.02.04.01  Tax, Pension Plan, Labor and Civil Provisions  300,413  287,590 
2.02.04.01.01 Tax Provisions  39,737  39,234 
2.02.04.01.02 Pension Plan and Labor Provisions  251,726  234,338 
2.02.04.01.04 Civil Provisions  8,950  14,018 
2.02.04.02  Other Provisions  163,258  155,151 
2.02.04.02.03 Provisions for Environmental Liabilities and Decommissioning  142,013  138,431 
2.02.04.02.04 Provisions for Customers  3,500  12,074 
2.02.04.02.05 Provisions for Suppliers  17,745  4,646 
2.03  Equity  16,362,662  15,419,211 
2.03.01  Paid-Up Capital  10,000,000  10,000,000 
2.03.04  Profit Reserve  6,182,140  6,244,859 
2.03.04.01  Legal Reserve  932,310  932,310 
2.03.04.08  Additional Dividend Proposed  0  62,719 
2.03.04.10  Reserve for Investments  5,249,830  5,249,830 
2.03.05  Retained Earnings/Accumulated Losses  1,006,170  0 
2.03.06  Equity Valuation Adjustments  -825,648  -825,648 

5

 

 

 

Parent Company’s Financial Statements / Income Statement

 

(R$ thousand)         
Code  Description  Current Quarter  YTD Current Year  Same Quarter  YTD Previous Year 
    04/01/2017 to 06/30/2017  01/01/2017 to 06/30/2017  Previous Year  01/01/2016 to 06/30/2016 
        04/01/2016 to 06/30/2016   
3.01  Revenue from Sales and/or Services  3,494,635  7,053,460  3,438,589  6,466,431 
3.02  Cost of Sales and/or Services  -2,241,443  -4,302,859  -2,267,151  -4,208,427 
3.02.01  Cost of Sales and/or Services  -1,477,216  -2,831,403  -1,389,764  -2,718,654 
3.02.02  Construction Cost  -764,227  -1,471,456  -877,387  -1,489,773 
3.03  Gross Profit  1,253,192  2,750,601  1,171,438  2,258,004 
3.04  Operating Income/Expenses  -493,246  -958,626  -332,371  -790,274 
3.04.01  Selling Expenses  -213,438  -452,118  -134,942  -340,220 
3.04.02  General and Administrative Expenses  -293,914  -533,048  -213,278  -473,472 
3.04.04  Other Operating Income  14,586  23,283  22,121  29,750 
3.04.04.01  Other Operating Income  17,715  29,283  27,127  37,271 
3.04.04.02  COFINS and PASEP  -3,129  -6,000  -5,006  -7,521 
3.04.05  Other Operating Expenses  -2,077  -210  -5,938  -8,085 
3.04.05.01  Loss on Write-off of Property, Plant and Equipment Items  -94  1,972  -5,415  -4,484 
3.04.05.03  Tax Incentives  -732  -732  0  0 
3.04.05.04  Surplus Cost of Electricity Sold  -1,251  -1,251  -147  -3,102 
3.04.05.20  Other  0  -199  -376  -499 
3.04.06  Equity Results  1,597  3,467  -334  1,753 
3.05  Income before Financial Result and Taxes  759,946  1,791,975  839,067  1,467,730 
3.06  Financial Result  -281,216  -277,418  372,720  712,880 
3.06.01  Financial Income  98,220  179,118  104,897  245,133 
3.06.01.01  Financial Income  102,938  187,489  110,918  257,670 
3.06.01.02  Exchange Gains  68  347  72  111 
3.06.01.03  COFINS and PASEP  -4,786  -8,718  -6,093  -12,648 
3.06.02  Financial Expenses  -379,436  -456,536  267,823  467,747 
3.06.02.01  Financial Expenses  -167,359  -333,847  -192,978  -476,334 
3.06.02.02  Exchange Losses  -212,077  -122,689  460,801  944,081 
3.07  Earnings before Income Tax  478,730  1,514,557  1,211,787  2,180,610 
3.08  Income Tax and Social Contribution  -146,922  -508,387  -414,256  -754,290 

6

 
 Parent Company’s Financial Statements / Income Statement
(R$ thousand)
(R$ thousand)         
Code  Description  Current Quarter  YTD Current Year  Same Quarter  YTD Previous Year 
    04/01/2017 to 06/30/2017  01/01/2017 to 06/30/2017  Previous Year  01/01/2016 to 06/30/2016 
        04/01/2016 to 06/30/2016   
3.08.01  Current  -142,403  -492,843  -412,214  -751,203 
3.08.02  Deferred  -4,519  -15,544  -2,042  -3,087 
3.09  Net Result from Continued Operations  331,808  1,006,170  797,531  1,426,320 
3.11  Profit/Loss for the Period  331,808  1,006,170  797,531  1,426,320 
3.99  Earnings per Share - (Reais / Share)         
3.99.01  Basic Earnings per Share         
3.99.01.01  Common Share  0.48545  1.47207  1.16682  2.08676 
3.99.02  Diluted Earnings per Share         
3.99.02.01  Common Share  0.48545  1.47207  1.16682  2.08676 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7


 
 

 

 

 

Parent Company’s Financial Statements / Statement of Comprehensive Income

 

(R$ thousand)

 

 
           
Code  Description  Current Quarter  YTD Current Year   Same Quarter YTD Previous Year 
    04/01/2017 to 06/30/2017  01/01/2017 to 06/30/2017   Previous Year 01/01/2016 to 06/30/2016 
        04/01/2016 to 06/30/2016   
4.01  Net Income for the Period  331,808  1,006,170  797,531  1,426,320 
4.03  Comprehensive Income for the Period  331,808  1,006,170  797,531  1,426,320 

 

 

 

8


 
 

 

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

 (R$ thousand)

 
Code  Description  YTD Current Year  YTD Previous Year 
    01/01/2017 to 06/30/2017  01/01/2016 to 06/30/2016 
6.01  Net Cash from Operating Activities  1,487,029  1,375,046 
6.01.01  Cash from Operations  3,072,821  2,352,731 
6.01.01.01  Profit (Loss) before Income Tax and Social Contribution  1,514,557  2,180,610 
 
6.01.01.02  Provision and Inflation Adjustments on Provisions  127,706  147,862 
6.01.01.04  Finance Charges from Customers  -89,398  -112,094 
6.01.01.05  Residual Value of Property, Plant and Equipment,  11,408  4,106 
  Intangible Assets and Investment Properties Written-off     
6.01.01.06  Depreciation and Amortization  649,971  578,838 
6.01.01.07  Interest on Borrowings and Financing Payable  191,428  239,883 
6.01.01.08  Monetary and Exchange Change on Borrowings and  163,480  -858,439 
  Financing     
6.01.01.09  Interest and Monetary Changes on Liabilities  5,347  17,224 
6.01.01.10  Interest and Monetary Changes on Assets  -24,965  -55,343 
6.01.01.11  Estimated Losses with Doubtful Accounts  121,860  20,473 
6.01.01.12  Provision for Consent Decree (TAC)  82,754  6,423 
6.01.01.13  Equity Results  -3,467  -1,753 
6.01.01.14  Provision for Sabesprev Mais  0  4,585 
6.01.01.15  Other Adjustments  -14,205  -6,559 
6.01.01.16  Transfer of Funds to São Paulo Municipal Government  214,959  12,962 
6.01.01.17  Construction Margin over Intangible Assets Resulting from  -30,893  -32,667 
  Concession Contracts     
6.01.01.18  Pension Plan Liabilities  152,279  206,620 
6.01.02  Changes in Assets and Liabilities  -703,615  -134,593 
6.01.02.01  Trade Receivables  32,730  -31,286 
6.01.02.02  Related-Party Balances and Transactions  28,330  -8,364 
6.01.02.03  Inventories  -8,639  15,626 
6.01.02.04  Recoverable Taxes  -39,506  66,159 
6.01.02.05  Other Receivables  -55,298  99,990 
6.01.02.06  Escrow Deposits  24,525  21,172 
6.01.02.08  Contractors and Suppliers  -252,487  -15,166 
6.01.02.09  Payroll, Provisions and Social Contribution  -29,512  19,755 
6.01.02.10  Pension Plan Liabilities  -107,190  -90,135 
6.01.02.11  Taxes and Contributions Payable  -46,352  -101,364 
6.01.02.12  Services Payable  -194,140  3,305 
6.01.02.13  Other Liabilities  57,510  -35,223 
6.01.02.14  Provisions  -110,139  -79,632 
6.01.02.15  Deferred COFINS/PASEP  -3,447  570 
6.01.03  Other  -882,177  -843,092 
6.01.03.01  Interest Paid  -382,910  -415,747 
6.01.03.02  Income Tax and Social Contribution Paid  -499,267  -427,345 
6.02  Net Cash from Investing Activities  -687,697  -871,006 
6.02.01  Acquisition of Property, Plant and Equipment  -10,859  -18,949 
6.02.02  Acquisition of Intangible Assets  -670,319  -854,534 
6.02.04  Restricted Cash  -6,519  2,477 
6.03  Net Cash from Financing Activities  -1,317,948  -768,854 

 

9


 

 
 

 

 

 

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

 (R$ thousand)

Code

Description

YTD Current Year

YTD Previous Year

 

 

01/01/2017 to 06/30/2017

01/01/2016 to 06/30/2016

6.03.01

Funding

302,803

370,426

6.03.02

Amortization

-802,548

-854,994

6.03.03

Payment of Interest on Capital

-765,933

-139,395

6.03.04

Public-Private Partnership - PPP

-15,556

-15,888

6.03.05

Program Contract Commitments

-36,714

-129,003

6.05

Increase (Decrease) in Cash and Cash Equivalents

-518,616

-264,814

6.05.01

Opening Cash and Cash Equivalents

1,886,221

1,639,214

6.05.02

Closing Cash and Cash Equivalents

1,367,605

1,374,400

 

 

 

 

 

 

10


 
 

 

 

 

 Parent Company’s Financial Statements / Statement of Changes in Equity / 01/01/2017 to 06/30/2017

(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

10,000,000

0

6,244,859

0

-825,648

15,419,211

5.03

Restated Opening Balances

10,000,000

0

6,244,859

0

-825,648

15,419,211

5.04

Capital Transactions with Partners

0

0

-62,719

0

0

-62,719

5.04.12

Additional Proposed Dividends

0

0

-62,719

0

0

-62,719

5.05

Total Comprehensive Income

0

0

0

1,006,170

0

1,006,170

5.05.01

Net Income for the Period

0

0

0

1,006,170

0

1,006,170

5.07

Closing Balances

10,000,000

0

6,182,140

1,006,170

-825,648

16,362,662

 

 

 

11


 
 

 

 

 

 Parent Company’s Financial Statements / Statement of Changes in Equity / 01/01/2016 to 06/30/2016

 (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

10,000,000

0

4,069,988

0

-353,382

13,716,606

5.03

Restated Opening Balances

10,000,000

0

4,069,988

0

-353,382

13,716,606

5.04

Capital Transactions with Partners

0

0

-11,453

0

0

-11,453

5.04.08

Additional Approved Dividends

0

0

-11,453

0

0

-11,453

5.05

Total Comprehensive Income

0

0

0

1,426,320

0

1,426,320

5.05.01

Net Income for the Period

0

0

0

1,426,320

0

1,426,320

5.07

Closing Balances

10,000,000

0

4,058,535

1,426,320

-353,382

15,131,473

 

 

12


 
 

 

 Parent Company’s Financial Statements / Statement of Value Added

(R$ thousand)

Code

Description

YTD Current Year

YTD Previous Year

 

 

01/01/2017 to 06/30/2017

01/01/2016 to 06/30/2016

7.01

Revenue

7,340,654

6,833,327

7.01.01

Goods, Products and Services Sold

5,930,882

5,294,089

7.01.02

Other Revenue

29,283

37,271

7.01.03

Revenue from Construction of own Assets

1,502,349

1,522,440

7.01.04

Allowance for/Reversal of Doubtful Accounts

-121,860

-20,473

7.02

Inputs Acquired from Third Parties

-2,691,764

-2,729,963

7.02.01

Costs of Sales and Services

-2,241,245

-2,347,376

7.02.02

Materials, Electricity, Outside Services and Others

-450,309

-374,502

7.02.04

Other

-210

-8,085

7.03

Gross Value Added

4,648,890

4,103,364

7.04

Retentions

-649,971

-578,838

7.04.01

Depreciation, Amortization and Depletion

-649,971

-578,838

7.05

Net Value Added Produced

3,998,919

3,524,526

7.06

Wealth Received in Transfer

191,303

259,534

7.06.01

Equity Results

3,467

1,753

7.06.02

Finance Income

187,836

257,781

7.07

Total Value Added to Distribute

4,190,222

3,784,060

7.08

Value Added Distribution

4,190,222

3,784,060

7.08.01

Personnel

1,191,169

1,103,641

7.08.01.01

Salaries and Wages

765,321

705,436

7.08.01.02

Benefits

296,478

336,092

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

129,370

62,113

7.08.02

Taxes and Contributions

1,189,669

1,383,993

7.08.02.01

Federal

1,118,174

1,325,753

7.08.02.02

Sate

47,783

39,788

7.08.02.03

Municipal

23,712

18,452

7.08.03

Value Distributed to Providers of Capital

803,214

-129,894

7.08.03.01

Interest

768,552

-174,395

7.08.03.02

Rental

34,662

44,501

7.08.04

Value Distributed to Shareholders

1,006,170

1,426,320

7.08.04.03

Retained Earnings / Accumulated Loss for the Period

1,006,170

1,426,320

 

 

13


 
 
 

Comments on the Company’s Performance

1.     Financial highlights

 
                  R$ million 
    2Q17  2Q16 Chg. (R$)  %  1H17  1H16 Chg. (R$)  % 
  Gross operating revenue  2,901.6  2,723.4  178.2  6.5  5,930.9  5,294.1  636.8  12.0 
  Construction revenue  779.4  897.2  (117.8)  (13.1)  1,502.4  1,522.4  (20.0)  (1.3) 
  COFINS and PASEP taxes  (186.4)  (182.0)  (4.4)  2.4  (379.8)  (350.1)  (29.7)  8.5 
(=)  Net operating revenue  3,494.6  3,438.6  56.0  1.6  7,053.5  6,466.4  587.1  9.1 
  Costs and expenses  (1,984.6)  (1,738.0)  (246.6)  14.2  (3,816.6)  (3,532.3)  (284.3)  8.0 
  Construction costs  (764.2)  (877.4)  113.2  (12.9)  (1,471.4)  (1,489.8)  18.4  (1.2) 
  Equity result  1.6  (0.3)  1.9  (633.3)  3.5  1.8  1.7  94.4 
  Other operating revenue (expenses), net  12.5  16.2  (3.7)  (22.8)  23.0  21.6  1.4  6.5 
(=)  Earnings before financial result, income tax and social contribution  759.9  839.1  (79.2)  (9.4)  1,792.0  1,467.7  324.3  22.1 
  Financial result  (281.2)  372.7  (653.9)  (175.4)  (277.4)  712.9  (990.3)  (138.9) 
(=)  Earnings before income tax and social contribution  478.7  1,211.8  (733.1)  (60.5)  1,514.6  2,180.6  (666.0)  (30.5) 
  Income tax and social contribution  (146.9)  (414.3)  267.4  (64.5)  (508.4)  (754.3)  245.9  (32.6) 
(=)  Net income  331.8  797.5  (465.7)  (58.4)  1,006.2  1,426.3  (420.1)  (29.5) 
  Earnings per share* (R$)  0.49  1.17      1.47  2.09     
* Total shares = 683,509,869

 

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

 
                  R$ million 
    2Q17  2Q16  Chg. (R$)  %  1H17  1H16  Chg. (R$)  % 
  Net income  331.8  797.5  (465.7)  (58.4)  1,006.2  1,426.3  (420.1)  (29.5) 
  Income tax and social contribution  146.9  414.3  (267.4)  (64.5)  508.4  754.3  (245.9)  (32.6) 
  Financial result  281.2  (372.7)  653.9  (175.4)  277.4  (712.9)  990.3  (138.9) 
  Other operating revenues (expenses), net  (12.5)  (16.2)  3.7  (22.8)  (23.0)  (21.6)  (1.4)  6.5 
(=)  Adjusted EBIT*  747.4  822.9  (75.5)  (9.2)  1,769.0  1,446.1  322.9  22.3 
  Depreciation and amortization  318.0  294.2  23.8  8.1  650.0  578.8  71.2  12.3 
(=)  Adjusted EBITDA **  1,065.4  1,117.1  (51.7)  (4.6)  2,419.0  2,024.9  394.1  19.5 
  (%) Adjusted EBITDA margin  30.5  32.5      34.3  31.3     

 

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

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

 

 

In 2QT17, net operating revenue, including construction revenue, reached R$ 3,494.6 million; a 1.6% increase compared to the same period in 2016.

Costs and expenses, including construction costs, totaled R$ 2,748.8 million, 5.1% higher than in 2Q16.

Adjusted EBIT, in the amount of R$ 747.4 million, decreased 9.2% from R$ 822.9 million recorded in 2Q16.

Adjusted EBITDA, in the amount of R$ 1,065.4 million, decreased 4.6% from R$ 1,117.1 million recorded in 2Q16. (R$ 4,965.5 million in the last twelve months).

The adjusted EBITDA margin was 30.5% in 2Q17 against 32.5% in 2Q16 (33.8% in the last twelve months). Excluding construction revenues and construction costs, the adjusted EBITDA margin was 38.7% in 2Q17 (43.1% in 2Q16 and 44.5% in the last twelve months).

In 2Q17 the Company recorded a net income of R$ 331.8 million, in comparison to a net income of R$ 797.5 million in 2Q16.

 

 

2.     Gross operating revenue

Gross operating revenue from sanitation services, not including construction revenue, totaled R$ 2,901.6 million, an increase of R$ 178.2 million or 6.5%, when compared to the R$ 2,723.4 million recorded in 2Q16.

 

14


 
 

Comments on the Company’s Performance

The main factors that led to this variation were:

 

·         Tariff increase of 8.4% since May 2016;

 

·         Increase of 2.7% in the Company’s total billed volume (2.9% in water and 2.4% in sewage);

 

·         Bonus granted in 2Q16 amounting to R$ 33.6 million, within the Water Consumption Reduction Incentive Program ended in April 2016; and

 

·         Lower provisioning for loss of wholesale revenue in 2Q17, in the amount of R$ 21.0 million, due to the payment received in the period.

The increase resulting from the above mentioned factors was partially offset by the suspension of the Contingency Tariff in April 2016, in the amount of R$ 64.2 million in 2Q16.

 

 

3.    Construction revenue

Construction revenue decreased R$ 117.8 million or 13.1%, when compared to 2Q16. The variation was mainly due to lower investments in the municipalities served by the Company.

 

15


 
 

Comments on the Company’s Performance

4.    Billed volume

 

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

 

WATER AND SEWAGE BILLED VOLUME (1) PER CUSTOMER CATEGORY - million m3
    Water      Sewage    Water + Sewage   
Category  2Q17  2Q16  %  2Q17  2Q16  %  2Q17  2Q16  % 
Residential  384.8  377.5  1.9  328.2  320.0  2.6  713.0  697.5  2.2 
Commercial  40.8  41.0  (0.5)  39.3  39.0  0.8  80.1  80.0  0.1 
Industrial  8.0  8.0  -  9.4  9.8  (4.1)  17.4  17.8  (2.2) 
Public  10.4  10.7  (2.8)  9.3  9.4  (1.1)  19.7  20.1  (2.0) 
Total retail  444.0  437.2  1.6  386.2  378.2  2.1  830.2  815.4  1.8 
Wholesale (3)  64.5  56.9  13.4  8.9  7.5  18.7  73.4  64.4  14.0 
Total  508.5  494.1  2.9  395.1  385.7  2.4  903.6  879.8  2.7 
  1H17  1H16  %  1H17  1H16  %  1H17  1H16  % 
Residential  783.7  758.0  3.4  666.3  640.4  4.0  1,450.0  1,398.4  3.7 
Commercial  82.3  81.4  1.1  78.8  77.2  2.1  161.1  158.6  1.6 
Industrial  15.8  15.7  0.6  18.7  19.2  (2.6)  34.5  34.9  (1.1) 
Public  20.3  20.3  -  17.9  17.8  0.6  38.2  38.1  0.3 
Total retail  902.1  875.4  3.1  781.7  754.6  3.6  1,683.8  1,630.0  3.3 
Wholesale (3)  126.3  108.8  16.1  18.0  13.2  36.4  144.3  122.0  18.3 
Total  1,028.4  984.2  4.5  799.7  767.8  4.2  1,828.1  1,752.0  4.3 

 

 

WATER AND SEWAGE BILLED VOLUME (1) PER REGION - million m3
  Water    Sewage    Water + Sewage   
Region  2Q17  2Q16  %  2Q17  2Q16  %  2Q17  2Q16  % 
Metropolitan  289.5  283.5  2.1  252.4  246.8  2.3  541.9  530.3  2.2 
Regional (2)  154.5  153.7  0.5  133.8  131.4  1.8  288.3  285.1  1.1 
Total retail  444.0  437.2  1.6  386.2  378.2  2.1  830.2  815.4  1.8 
Wholesale (3)  64.5  56.9  13.4  8.9  7.5  18.7  73.4  64.4  14.0 
Total  508.5  494.1  2.9  395.1  385.7  2.4  903.6  879.8  2.7 
  1H17  1H16  %  1H17  1H16  %  1H17  1H16  % 
Metropolitan  582.3  562.5  3.5  506.3  488.3  3.7  1,088.6  1,050.8  3.6 
Regional (2)  319.8  312.9  2.2  275.4  266.3  3.4  595.2  579.2  2.8 
Total retail  902.1  875.4  3.1  781.7  754.6  3.6  1,683.8  1,630.0  3.3 
Wholesale (3)  126.3  108.8  16.1  18.0  13.2  36.4  144.3  122.0  18.3 
Total  1,028.4  984.2  4.5  799.7  767.8  4.2  1,828.1  1,752.0  4.3 

(1) Unaudited

(2) Including coastal and interior regions

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

 

16


 
 

Comments on the Company’s Performance

5.    Costs, administrative, selling and construction expenses

In 2Q17, costs, administrative, selling and construction expenses, grew 5.1% (R$ 133.4 million). Excluding construction costs, total costs and expenses increased by 14.2% (R$ 246.6 million).

As a percentage of net revenue, costs and expenses were 78.7% in 2Q17 compared to 76.1% in 2Q16.

 

                R$ million 
  2Q17  2Q16   Chg. (R$)  %  1H17  1H16   Chg. (R$)  % 
Salaries and payroll charges and Pension plan obligations  716.0  621.3  94.7  15.2  1,304.5  1,195.7  108.8  9.1 
General supplies  41.6  42.7  (1.1)  (2.6)  77.6  78.9  (1.3)  (1.6) 
Treatment supplies  67.6  66.3  1.3  2.0  138.8  141.4  (2.6)  (1.8) 
Services  349.8  316.3  33.5  10.6  632.5  598.7  33.8  5.6 
Electricity  187.9  242.8  (54.9)  (22.6)  387.6  483.2  (95.6)  (19.8) 
General expenses  239.6  166.7  72.9  43.7  449.5  391.3  58.2  14.9 
Tax expenses  28.4  23.3  5.1  21.9  54.3  43.9  10.4  23.7 
Sub-total  1,630.9  1,479.4  151.5  10.2  3,044.8  2,933.1  111.7  3.8 
Depreciation and amortization  318.0  294.2  23.8  8.1  650.0  578.8  71.2  12.3 
Allowance for doubtful accounts  35.7  (35.6)  71.3  (200.3)  121.8  20.4  101.4  497.1 
Sub-total  353.7  258.6  95.1  36.8  771.8  599.2  172.6  28.8 
Costs, administrative and selling expenses  1,984.6  1,738.0  246.6  14.2  3,816.6  3,532.3  284.3  8.0 
Construction costs  764.2  877.4  (113.2)  (12.9)  1,471.4  1,489.8  (18.4)  (1.2) 
Costs, adm., selling and construction expenses  2,748.8  2,615.4  133.4  5.1  5,288.0  5,022.1  265.9  5.3 
% of net revenue  78.7  76.1      75.0  77.7     

 

 

5.1.  Salaries and payroll charges and Pension plan obligations

 

There was an increase of R$ 94.7 million in 2Q17, mainly due to:

·         Increase of R$ 76.0 million  in provisions for severance pay (TAC), mainly due to the higher number of retired employees  in 2Q17; and

·         Increase of R$ 20.2 million, mostly due to the 1% increase related to the Career and Salary Plan since December 2016 and the 3.71% pay rise in May 2017.

 

 

5.2.  Services

 

Service expenses totaled R$ 349.8 million, R$ 33.5 million more  than the R$ 316.3 million recorded in 2Q16, mostly due to an increase in water and sewage connections and network maintenance services.

 

 

5.3.  Electricity

 

Electricity expenses totaled R$ 187.9 million in 2Q17, a decrease of R$ 54.9 million or 22.6% in comparison to the R$ 242.8 million in 2Q16. The main factors that contributed to this decrease were:

·         Average reduction of 16.1% in the free market tariffs, with an 21.9% increase in consumption;

·         Average reduction of 27.7% in the grid market tariff (TUSD), with a 20.3% rise in consumption; and

·         Average reduction of 7.6% in the regulated market tariffs, with a 11.2%.decrease in consumption.

In 2Q17, the free market accounted for 35.2% of the total electricity consumed by the Company, the grid market accounted for 31.6% and the regulated market accounted for 33.2% of total consumption.

 

17


 
 

Comments on the Company’s Performance

 

5.4.  General expenses

 

General expenses increased R$ 72.9 million, or 43.7%, totaling R$ 239.6 million in 2Q17, versus the
R$ 166.7 million recorded in 2Q16, mainly due to:

 

·         Increase of R$ 42.3 million in provisions for court proceedings in 2Q17; and

·         Higher provision for the Municipal Fund for Environmental Sanitation and Infrastructure, in the amount of
R$ 16.0 million, as a result of the increase in revenues with the municipality of São Paulo.

 

 

5.5.  Depreciation and amortization

 

Depreciation and amortization increased R$ 23.8 million or 8.1%, reaching R$ 318.0 million in 2Q17 in comparison to the R$ 294.2            million recorded in 2Q16, largely due to the beginning of operations of intangible assets, in the amount of R$ 1.6 billion.

 

 

5.6.  Allowance for doubtful accounts

 

Increase of R$ 71.3 million, mainly resulting from the receipt of non-recurring court-ordered debt payments from the city of Guarulhos in 2Q16, amounting to R$ 57.8 million.

 

 

6. Financial result

 

        R$ million 
  2Q17  2Q16  Chg.  % 
Financial expenses, net of income  (72.0)  (81.8)  9.8  (12.0) 
Net monetary and exchange variation  (209.2)  454.5  (663.7)  (146.0) 
Financial result  (281.2)  372.7  (653.9)  (175.4) 

 

 

6.1. Financial income and expenses

 

        R$ million 
  2Q17  2Q16  Chg.  % 
Financial expenses         
Interest and charges on international loans and financing  (29.4)  (24.3)  (5.1)  21.0 
Interest and charges on domestic loans and financing  (66.0)  (73.1)  7.1  (9.7) 
Other financial expenses  (45.4)  (51.3)  5.9  (11.5) 
Total financial expenses  (140.8)  (148.7)  7.9  (5.3) 
Financial income  68.8  66.9  1.9  2.8 
Financial expenses net of income  (72.0)  (81.8)  9.8  (12.0) 

 

6.1.1. Financial expenses

 

 

Decrease of R$ 7.9 million, mainly due to the following events:

 

·         Interest and charges on international loans and financing: increase of R$ 5.1 million, mainly due to the appreciation of the dollar and the yen against the real at the end of 2Q17 (4.4% and 3.5%, respectively), versus a depreciation in 2Q16 (-9.8% and -1.4%, respectively); 

·         Interest and charges on domestic loans and financing: reduction of R$ 7.1 million, mainly due to a decline in the debt balance following the partial amortizations of the 10th and 15th debenture issues in January and February 2017, respectively, and the full amortization of the 19th issue in  June 2017; and

 

18


 
 

Comments on the Company’s Performance

·                    Other financial expenses: reduction of R$ 5.9 million, mostly due to lower provisioning for interest on court proceedings in 2Q17.

 

6.2. Monetary and exchange rate variation on assets and liabilities

 

        R$ million 
  2Q17  2Q16  Chg.  % 
Monetary variation on loans and financing  (19.1)  (32.8)  13.7  (41.8) 
Currency exchange variation on loans and financing  (212.1)  460.8  (672.9)  (146.0) 
Other monetary variations  (7.5)  (11.4)  3.9  (34.2) 
Monetary/exchange rate variation on liabilities  (238.7)  416.6  (655.3)  (157.3) 
Monetary/exchange rate variation on assets  29.5  37.9  (8.4)  (22.2) 
Monetary/exchange rate variation, net  (209.2)  454.5  (663.7)  (146.0) 

 

6.2.1 Monetary and exchange rate variation on liabilities

 

The effect of monetary and currency variations in 2Q17 was R$ 655.3 million higher than in 2Q16, mainly due to:

 

·         Reduction of R$ 13.7 million in expenses with monetary variation on loans and financing, due to the lower variation in the IPCA in 2Q17 compared with 2Q16 (0.2% and 1.8%, respectively); and

·         Increase of R$ 672.9 million in exchange variation on loans and financing, as a result of the appreciation of dollar and yen against the real in 2Q17 (4.4% and 3.5%, respectively), versus a devaluation of -9.8% and -1.4%, respectively, in 2Q16.

 

 

6.2.2. Monetary and exchange rate variation on assets

 

Decrease of R$ 8.4 million, mainly due to the lower monetary restatement of judicial deposits in 2Q17.

 

 

7.    Income tax and social contribution

Decrease of R$ 267.4 million, mainly due to the lower taxable result reported in the period, which was mainly impacted by the appreciation of dollar and yen against the real in 2Q17, versus a devaluation in 2Q16.

 

8.    Indicators

8.1.  Operating

Operating indicators *  2Q17  2Q16  % 
Water connections (1)  8,749  8,527  2.6 
Sewage connections (1)  7,189  6,970  3.1 
Population directly served - water (2)  24.8  24.6  0.8 
Population directly served - sewage (2)  21.4  21.1  1.4 
Number of Employees  14,008  14,227  (1.5) 
Water volume produced in the quarter (3)  687  669  2.7 
Water volume produced in the semester (3)  1,387  1,336  3.8 
IPM - Measured water loss (%)  31.5  30.7  2.6 
IPDt (liters/connection x day)  308  287  7.3 

 

(1)       Total connections, active and inactive, in thousand units at the end of the period

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

(3)       In millions of cubic meters

(*)    Unaudited

 

19


 
 
 

Comments on the Company’s Performance

 

8.2.  Economic

Economic Variables at the close of the quarter*  2Q17  2Q16 
Amplified Consumer Price Index Variation (%)  0,22  1,75 
Referential Rate Variation (%)  0,1503  0,4888 
Interbank Deposit Certificate (%)  10,14  14.13 
US DOLAR (R$)  3.3082  3.2098 
YEN (R$)  0.02944  0.03123 
* Unaudited

 

 

9.    Loans and financing

On July 13, 2017, the Company carried out its 21st Debenture Issue, totaling R$ 500.0 million, in two series, for public offering with restricted placement efforts, pursuant to CVM Instruction 476. The first series, totaling
R$ 150.0 million, is due in three years and is remunerated by the CDI + 0.60% p.a., while the second series, totaling R$ 350.0 million, is due in five years and is remunerated by the CDI + 0.90% p.a. The proceeds of the debenture issue will be allocated to refinance financial commitments maturing in 2017 and to recompose the Company’s cash.

                R$ million 
INSTITUTION              2023   
2017  2018  2019  2020  2021  2022   Onwards Total 
Local currency                 
Caixa Econômica Federal  30.8  65.2  67.1  69.5  73.1  77.0  788.3  1,171.0 
Debentures  87.1  896.7  1,014.1  423.2  199.3  178.7  255.7  3,054.8 
BNDES  44.0  98.0  112.1  94.0  93.6  93.6  536.7  1,072.0 
Leasing  7.8  29.1  30.6  32.2  33.9  35.8  384.6  554.0 
Others  0.4  1.4  1.4  1.4  1.4  1.4  4.0  11.4 
Interest and other charges  34.6  32.8  -  -  -  -  -  67.4 
Total in local currency  204.7  1,123.2  1,225.3  620.3  401.3  386.5  1,969.3  5,930.6 
Foreign currency                 
IADB  97.6  112.2  112.2  112.2  112.2  112.2  1,104.8  1,763.4 
IBRD  -  -  9.0  17.9  18.0  18.0  206.6  269.5 
Deutsche Bank 350  -  248.1  240.8  -  -  -  -  488.9 
Eurobond  -  -  -  1,155.0  -  -  -  1,155.0 
JICA  33.5  67.0  113.7  113.7  113.7  113.6  1,158.0  1,713.2 
IDB 1983AB  -  78.8  58.5  57.0  25.4  25.4  23.4  268.5 
Interest and other charges  35.7  -  -  -  -  -  -  35.7 
Total in foreign currency  166.8  506.1  534.2  1,455.8  269.3  269.2  2,492.8  5,694.2 
Total  371.5  1,629.3  1,759.5  2,076.1  670.6  655.7  4,462.1  11,624.8 

 

 

 

20


 
 

Notes to the Interim Financial Information

 

1                    Operations

 

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

 

In addition to providing basic sanitation services in the State of São Paulo, SABESP may perform these activities in other states and countries, and can operate in drainage, urban cleaning, solid waste handling and energy markets. SABESP aims to be a world reference in the provision of sanitation services, in a sustainable, competitive and innovative manner, with a focus on customers.

 

As of June 30, 2017, the Company operated water and sewage services in 367 municipalities of the State of São Paulo. Most of these municipalities operations are based on 30-year concession, program and services contracts. The Company has two partial contracts with the municipality of Mogi das Cruzes, however, since most of municipality is serviced by wholesale, it was not included in the 367 municipalities. As of June 30, 2017, the Company had 369 contracts.

 

SABESP is not temporarily operating in some municipalities due to judicial orders. The lawsuits in progress refer to Macatuba and Cajobi, and the carrying amount of these municipalities’ intangible assets was R$ 4,345 as of June 30, 2017 (R$ 4,345 as of December 31, 2016).

 

As of June 30, 2017, 53 concession agreements (54 as of December 31, 2016) had expired and are being negotiated. From July 1, 2017 to 2030, 33 concession agreements will expire. Management believes that concession agreements expired and not yet renewed will result in new contracts, disregarding the risk of discontinuity in the provision of municipal water supply and sewage services. By June 30, 2017, 283 program and services contracts were signed (281 contracts as of December 31, 2016).

 

As of June 30, 2017, the carrying amount of the underlying assets used in the 53 concessions of the municipalities under negotiation totaled R$ 6,673,906, accounting for 20.74% of the total, and the related gross revenue for the six-month period ended June 30, 2017 totaled R$ 904,237, accounting for 12.16% of the total.

 

The Company’s operations are concentrated in the municipality of São Paulo, which represents 53.58% of the gross revenues on June 30, 2017 (54.25% on June 30, 2016) and 48.00% of intangible assets (46.57% on December 31, 2016).

 

On June 23, 2010, the State of São Paulo, the Municipality of São Paulo, the Company and the regulatory agency “Sanitation and Energy Regulatory Agency – ARSESP” signed an agreement to share the responsibility for water supply and sewage services to the Municipality of São Paulo based on a 30-year concession agreement. This agreement is extendable for another 30 years, pursuant to the law. This agreement sets forth SABESP as the exclusive service provider and designates ARSESP as regulator, establishing prices, controlling and monitoring services. On the same date, the State of São Paulo, the Municipality of São Paulo and SABESP signed the “Public service provision agreement of water supply and sewage services”, a 30-year concession agreement which is extendable for another 30 years. This agreement involves the following activities:

 

21


 
 

Notes to the Interim Financial Information

 

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

ii.   capture, transport and treatment of water;

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

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

 

The Company operates under an authorization by public deed in some municipalities in the Santos coast region and in the Ribeira Valley, where the Company started to operate after the merger of the companies that formed it. In September 2015, the Company entered into a water supply and sewage public utility services agreement with the municipality of Santos; the gross revenue calculated in the six-month period ended June 30, 2017 totaled R$ 183,508 (R$ 138,253 in the period ended June 30, 2016) and the intangible asset was R$ 300,503 on June 30, 2017 (R$ 303,540 on December 31, 2016). 

 

Article 58 of Law 11,445/07 determines that precarious and overdue concessions, as well as those effective for an undetermined period of time, including those that do not have an instrument formalizing them, will be valid until December 31, 2010. However, Article 2 of Law 12,693 of July 24, 2012, which amended Article 7°-A of Law 11,578, of November 26, 2007, allowed the provision of public basic sanitation services to be executed until December 31, 2016.

 

The Company’s Management understands that in the municipalities where the concession agreements were not yet renewed, the operation is 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 segment of BM&FBovespa under the ticker symbol SBSP3 since April 2002 and on the New York Stock Exchange (NYSE) as American Depositary Receipts (“ADRs”) Level III, under the SBS code, since May 2002.

 

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

 

As of May 31, 2017, ANA and DAEE disclosed the renewal of the concession of the Cantareira System for another 10 years. The terms of this concession define the water volume the Company is authorized to withdraw from the Cantareira System to supply the São Paulo Metropolitan Region.  This concession establishes five water withdrawal bands, based on the volume of water available in the Cantareira System reservoirs: (i) if the volume of water available is higher than 60% of the reservoirs’ capacity, the Company may withdraw up to 33 m³/s; (ii) if the volume of water available is between 40% and 60% of the reservoirs’ capacity, the Company may withdraw up to 31 m³/s; (iii) if the volume of water available is between 30% and 40% of the reservoirs’ capacity, the Company may withdraw up to 27 m³/s; (iv) if the volume of water available is between 20% and 30% of the reservoirs’ capacity, the Company may withdraw up to  23 m³/s; and (v) if the volume of water available is lower than 20% of the reservoirs’ capacity, the Company my withdraw up to 15.5 m³/s.

 

22


 
 

Notes to the Interim Financial Information

 

In June 2017, the reservoirs of the São Paulo Metropolitan Region stored approximately 1.3 trillion litters of treatment water, versus approximately 1.0 trillion litters in June 2016.

 

At the end of 2017 and beginning of 2018 two important projects aimed to increase water security in the São Paulo Metropolitan Region are expected to be concluded, as follows: (i) the Jaguarí-Atibainha interconnection, which will transfer up to 5.13 cubic meters per second (m³/s) from the Paraíba do Sul Basin to the Cantareira System; and (ii) the construction of the São Lourenço Production System, which will expand water production and capacity by 6.4 m³/s.

 

Management expects that with the normalization of rainfall, the generation of operating cash and the credit lines available for investment, the Company will have sufficient funds to meet its commitments and not compromise its necessary investments.

 

The interim financial information was approved by the Board of Directors on August 14, 2017.

 

 

2                   Basis of preparation and presentation of the financial statements

 

Presentation of the quarterly financial information

 

The interim financial information as of June 30, 2017, was prepared based on the provisions of CPC 21 (R1) – Interim Financial Information and the international standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), applicable to the preparation of Quarterly Information Form– ITR and they are fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). Therefore, this interim financial information takes into consideration the official letter CVM/SNC/SEP 003 of April 28, 2011, which allows the entities to present selected notes to the financial statements, in cases of redundant information already disclosed in the Annual Financial Statements. The interim financial information for June 30, 2017, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the Annual Financial Statements as of December 31, 2016, prepared pursuant to the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB and pursuant to the accounting practices adopted in Brazil which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee- CPC.  Therefore, the interim financial information as of June 30, 2017 was not fully completed due to redundancies with the information presented in the annual financial statements of December 31, 2016 and, as provided for in Official Letter/CVM/SNC/SEP no. 003/2011. In this interim financial information, the notes below was either not presented or are not as detailed as those in the annual financial statements:

 

i.               Summary of significant accounting policies (Note 3);

ii.             Changes in accounting practices and disclosures (Note 4);

iii.           Risk Management – Financial Instruments (Note 5.4);

iv.           Key Accounting Estimates and Judgments (Note 6);

v.             Related-Party Balances and Transactions (Note 10);

vi.           Investments (Note 12);

vii.         Intangible Assets (Note 14);

viii.       Borrowings and Financing (Note 16);

ix.           Deferred Taxes and Contributions (Note 18);

x.             Provisions (Note 19);

xi.           Employees Benefits (Note 20);

xii.         Equity (Note 22);

xiii.       Insurance (Note 25);

xiv.        Financial Income (Expenses) (Note 28).

 

All material information related to the financial statements, and this information alone, is being disclosed and corresponds to the information used by the Company’s Management in its administration.

 

 

 

23


 
 

Notes to the Interim Financial Information

 

 

3                   Summary of significant accounting policies

 

The accounting policies used in the preparation of the interim financial information for the quarter ended June 30, 2017 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2016. These policies are disclosed in Note 3 to the Annual Financial Statements.

 

 

4                   Risk management

 

4.1   Financial Risk Management Financial risk factors

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

 

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

 

 

(a)          Market risk
Foreign currency risk

SABESP’s foreign exchange exposure implies market risks associated with currency fluctuations, since the Company has foreign currency-denominated liabilities, mainly US dollar and yen-denominated short and long-term borrowings.

 

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

 

This risk arises from the possibility that the Company may incur in losses due to exchange rate fluctuations that would impact liability balances of foreign currency-denominated borrowings and financing raised in the market and related financial expenses. The Company does not maintain hedge or swap contracts or any derivative financial instrument to hedge against this risk.

 

A significant amount of the Company’s financial debt is indexed to the U.S. dollar and Yen, in the total amount of R$ 5,725,544 as of June 30, 2017 (R$ 5,692,984 as of December 31, 2016). Below, the Company’s exposure to exchange risk:

 

 

June 30, 2017

December 31, 2016

 

Foreign currency

R$

Foreign currency

R$

 

 

 

 

 

Borrowings and financing – US$

1,201,121

3,973,548

1,241,963

4,047,682

Borrowings and financing – Yen

58,297,411

1,716,276

57,643,930

1,609,419

Interest and charges from borrowings and financing – US$

 

24,892

 

25,114

Interest and charges from borrowings and financing – Yen

 

10,828

 

10,769

Total exposure

 

5,725,544

 

5,692,984

Borrowing cost – US$

 

(28,277)

 

(29,650)

Borrowing cost – Yen

 

(3,055)

 

(2,971)

Total foreign currency-denominated borrowings (Note 15)

 

5,694,212

 

5,660,363

 

 

 

24


 
 

Notes to the Interim Financial Information

The 1% increase in foreign-currency denominated debt from June 30, 2017 to December 31, 2016 was mainly due to the following:

 

1)         Exchange rate changes, due to the 1.5% increase in the US dollar, from R$ 3.2591 as of December 31, 2016, to R$ 3.3082 as of June 30, 2017. The US dollar-denominated debt accounts for 69.7% of foreign currency-denominated debts; and

2)        Exchange rate changes, due to the 5.4% increase in the Yen, from R$ 0.02792 as of December 31, 2016 to R$ 0.02944 as of June 30, 2017.

3)        The increase was partially offset by the amortization of the BID 713 and AB LOAN agreements.

 

 

As of June 30, 2017, if the Brazilian real had depreciated or appreciated by 10%, in addition to the impacts mentioned above, against the US dollar and Yen with all other variables held constant, effects on results before taxes on the six-month period ended June 30, 2017 would have been R$ 572,554 (R$ 569,298 for the year ended December 31, 2016), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated loans.

 

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

 

 

Scenario I (Probable)

Scenario II (+25%)

Scenario III (+50%)

 

(*)

 

 

Net currency exposure as of June 30, 2017 (Liabilities) in US$

1,201,121

1,201,121

1,201,121

 

 

 

 

US$ rate as of June 30, 2017

3.3082

3.3082

3.3082

Exchange rate estimated according to the scenario

3.4000

4.2500

5.1000

Differences between the rates

(0.0918)

(0.9418)

(1.7918)

 

 

 

 

Effect on net financial result R$ - (loss)

(110,263)

(1,131,216)

(2,152,169)

 

 

 

 

Net currency exposure as of June 30, 2017 (Liabilities) in Yen

58,297,411

58,297,411

58,297,411

 

 

 

 

Yen rate as of June 30, 2017

0.02944

0.02944

0.02944

Exchange rate estimated according to the scenario

0.03046

0.03808

0.04569

Differences between the rates

(0.00102)

(0.00864)

(0.01625)

 

 

 

 

Effect on net financial result R$ - (loss)

(59,463)

(503,690)

(947,333)

 

 

 

 

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

(169,726)

(1,634,906)

(3,099,502)

 

 

 

 

(*) For the probable scenario in US dollar, the exchange rate estimated for June 30, 2018 was used, pursuant to the Focus Report-BACEN of June 30, 2017, while for the Yen, the average exchange rate was considered for the 12-month period after June 30, 2017, according to BM&FBovespa’s Reference Rates report of June 30, 2017.

 

 

 

 

 

25


 
 

Notes to the Interim Financial Information

 

Interest rate risk

 

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

 

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

 

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

 

 

June 30, 2017

December 31, 2016

TR(i)

1,535,608

1,535,030

CDI(ii)

644,391

1,082,228

TJLP(iii)

1,426,876

1,326,631

IPCA(iv)

1,711,995

1,697,452

LIBOR(v)

2,815,677

2,906,999

Interest and charges

88,967

142,644

Total

8,223,514

8,690,984

 

(i)           TR Interest Benchmark Rate

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

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

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

(v)      LIBOR – London Interbank Offered Rate

 

Another risk to which the Company is exposed, is the mismatch of the monetary restatement indices of its debts with those of its service revenues. Tariff adjustments of services provided by the Company do not necessarily follow the increases in the inflation indexes to adjust borrowings, financing and interest rates affecting indebtedness.

 

As of June 30, 2017, if interest rates on borrowings and financing had been 1% higher or lower with all other variables held constant, the effects on profit for the six-month period ended June 30, 2017 before taxes would have been R$ 82,235 (R$ 86,910 as of December 31, 2016) lower or higher, mainly as a result of a lower or higher interest expense on floating rate borrowings and financing.

 

(b)         Credit risk

 

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

 

The maximum exposures to credit risk as of June 30, 2017 are the carrying amounts of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade receivables and accounts receivable from related parties at the end of reporting period. See additional information in Notes 6, 7, 8 and 9.

 

26


 
 
 

Notes to the Interim Financial Information

 

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

 

 

June 30, 2017

 

December 31, 2016

Cash at bank and short-term bank deposits

 

 

 

AA+(bra)

1,334,495

 

1,850,220

AAA(bra)

26,195

 

35,452

Other (*)

6,915

 

549

 

1,367,605

 

1,886,221

 

(*)This category includes current accounts and investment funds in banks (the balances of which were not material) that have no credit rating information available.

 

The available credit rating information of the banks, as at June 30, 2017, in which the Company made deposit transactions and financial investments in domestic currency (R$ - domestic rating) during the period is as follows:

 

Banks

Fitch

Moody's

Standard Poor's

Banco do Brasil S/A

AA+(bra)

Aa1.br

-

Banco Santander Brasil S/A

-

Aaa.br

brAA-

Brazilian Federal Savings Bank

AA+(bra)

Aa1.br

brAA-

Banco Bradesco S/A

AAA(bra)

Aa1.br

brAA-

Itaú Unibanco Holding S/A

AAA(bra)

Aa1.br

brAA-

 

(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 operating 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 and securities, selecting instruments with appropriate maturity or liquidity sufficient to provide margin as determined by projections mentioned above.

 

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

 

27


 
 

Notes to the Interim Financial Information

 

 

 

July to December 2017

2018

2019

2020

2021

2022 onwards

Total

As at June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Borrowings and financing

639,648

2,196,269

2,287,565

2,486,413

917,521

6,188,060

14,715,476

Trade payables and contractors

384,174

-

-

-

-

-

384,174

Services payable

480,873

-

-

-

-

-

480,873

Public-Private Partnership – PPP (*)

27,125

362,914

362,914

362,914

362,914

5,446,512

6,925,293

Program contract commitments

72,405

44,513

30,007

882

1,021

16,882

165,710

 

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

 

Future interest

 

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

 

Cross default

 

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

 

(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 for the twelve-month period after June 30, 2017, or until the final settlement of each contract, whichever is shorter, considering a probable scenario (scenario I), appreciation of 25% (scenario II) and 50% (scenario III).

 

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

 

28


 
 
 

Notes to the Interim Financial Information

 

 

June 30, 2017

Indicators

Exposure

Scenario I

(Probable) (i)

Scenario II

25%

Scenario III

50%

 

 

 

 

 

Assets

 

 

 

 

CDI

1,277,068

8.2500%(*)

6.1875%

4.1250%

Financial income

 

105,358

79,019

52,679

 

 

 

 

 

Liabilities

 

 

 

 

CDI

(644,391)

8.2500%(*)

6.1875%

4.1250%

Interest to be incurred

 

(53,162)

(39,872)

(26,581)

 

 

 

 

 

CDI net exposure

632,677

52,196

39,147

26,098

 

 

 

 

 

Liabilities

 

 

 

 

TR

(1,535,608)

0.0001%(***)

0.0001%

0.0002%

Expenses to be incurred

 

(2)

(2)

(3)

 

 

 

 

 

IPCA

(1,711,995)

4.2500 %(*)

5.3125%

6.3750%

Expenses to be incurred

 

(72,760)

(90,950)

(109,140)

 

 

 

 

 

TJLP

(1,426,876)

7.0000% (*)

8.7500%

10.5000%

Interest to be incurred

 

(99,881)

(124,852)

(149,822)

 

 

 

 

 

LIBOR

(2,815,677)

1.4495% (**)

1.8119%

2.1743%

Interest to be incurred

 

(40,813)

(51,017)

(61,221)

 

 

 

 

 

Total net expenses to be incurred

 

(161,260)

(227,674)

(294,088)

 

 

 

 

 

(*) Source: CDI and IPCA rates (Focus Report – BACEN, June 30, 2017) and long-term interest rate at June 30, 2017 (BACEN).

(**) Source: Bloomberg

(***) Source: BM&FBovespa

 

(i)      Refers to the scenario of interest to be incurred for the 12 months as of June 30, 2017 or until the maturity of the agreements, whichever is shorter.

 

4.2  Capital management

 

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

 

29


 
 

Notes to the Interim Financial Information

 

The Company monitors capital based on the leverage ratio. This ratio corresponds to net debt divided by total capital. Net debt corresponds to total borrowings and financing less cash and cash equivalents. Total capital is calculated as total equity as shown in the balance sheet plus net debt.

 

 

June 30, 2017

December 31, 2016

 

 

 

Total borrowings and financing (Note 15)

11,624,811

11,964,143

(-) Cash and cash equivalents (Note 6)

(1,367,605)

(1,886,221)

 

 

 

Net debt

10,257,206

10,077,922

Total equity

16,362,662

15,419,211

 

 

 

Total capital

26,619,868

25,497,133

 

 

 

Leverage ratio

39%

40%

 

As of June 30, 2017, the leverage ratio decreased to 39% from the 40% as of December 31, 2016, not showing significant variation in the period.

 

4.3  Fair value estimates

 

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

 

4.4  Financial instruments

 

As of June 30, 2017 and December 31, 2016, the Company did not have financial assets classified as fair value through profit or loss, held to maturity and available for sale neither financial liabilities classified as fair value through profit or loss. The Company’s financial instruments included in the borrowings and receivables category comprise cash and cash equivalents, restricted cash, trade receivables, balances with related parties, other receivables, and balances receivable from the Water National Agency – ANA. The financial instruments under the “other liabilities” category comprise accounts payable to contractors and suppliers, borrowings and financing, services payable, balances payable deriving from the Public Private Partnership-PPP and program contract commitments, which are non-derivative financial assets and liabilities with fixed or determinable payments, not quoted in an active market.

 

30


 
 

Notes to the Interim Financial Information

 

The estimated fair values of financial instruments are as follows:

Financial assets

 

June 30, 2017

December 31, 2016

 

Carrying amount

Fair value

Carrying amount

Fair value

Cash and cash equivalents

1,367,605

1,367,605

1,886,221

1,886,221

Restricted cash

30,597

30,597

24,078

24,078

Trade receivables

1,667,728

1,667,728

1,711,306

1,711,306

Water National Agency – ANA

82,926

82,926

81,221

81,221

Other receivables

220,962

220,962

167,369

167,369

 

 

Additionally, SABESP has financial instrument assets receivables from related parties, in the amount of R$ 843,509 as of June 30, 2017 (R$ 871,709 as of December 31, 2016), which were calculated in accordance with the conditions negotiated between related parties. The conditions and additional information referring to these financial instruments are disclosed in Note 9 to this interim financial information and Note 10 to the Annual Financial Statements of December 31, 2016. Part of this balance, totaling R$ 763,279 (R$ 788,180 as of December 31, 2016), refers to reimbursement of additional retirement and pension plan - G0 and is indexed by IPCA plus simple interest of 0.5% p.m. This interest rate approximates that one practiced by federal government bonds (NTN-b) with terms similar to those of related-party transactions.

 

Financial liabilities

 

 

June 30, 2017

December 31, 2016

 

Carrying amount

Fair value

Carrying amount

Fair value

Borrowings and financing

11,624,811

11,456,926

11,964,143

11,776,178

Trade payables and contractors

384,174

384,174

311,960

311,960

Services payable

480,873

480,873

460,054

460,054

Program contract commitments

151,564

151,564

178,093

178,093

Public-Private Partnership - PPP

2,559,380

2,559,380

2,249,418

2,249,418

 

 

The criteria adopted to obtain the fair values of borrowings and financing, in preparing the interim financial information as of June 30, 2017, are consistent with those adopted in the Annual Financial Statements for the fiscal year ended December 31, 2016. In the Annual Financial Statements, these criteria are disclosed in Note 5.4.

 

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

 

31


 
 
 

Notes to the Interim Financial Information

 

 

5                   Key accounting estimates and judgments

 

Estimates and judgments are continually evaluated and are based on historical experience and on other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

(ii)  The key accounting estimates and judgments are: (i) allowance for doubtful accounts, (ii) intangible assets resulting from concession and program contracts, (iii) provisions, (iv) pension benefits, and (v) deferred income tax and social contribution, and are disclosed in Note 6 to the Annual Financial Statements as of December 31, 2016.

 

 

6                   Cash and cash equivalents

 

 

June 30, 2017

December 31, 2016

Cash and banks

90,537

137,395

Cash equivalents

1,277,068

1,748,826

 

1,367,605

1,886,221

 

 

Cash and cash equivalents include cash, bank deposits and high-liquidity short-term financial investments, mainly represented by repurchase agreements (remunerated based on the variation of the Interbank Deposit Certificates (CDI) interest rates), entered into with Banco do Brasil, whose original maturities are lower than three months, which are convertible into a cash amount and subject to an insignificant risk of change in value.

 

As of June 30, 2017, the average yield of financial investments corresponds to 99.89% of CDI (99.24% as of December 31, 2016).

 

 

7                    Restricted cash

 

 

June 30, 2017

December 31, 2016

 

 

 

Agreement with the São Paulo municipal government (i)

22,459

15,858

Brazilian Federal Savings Bank – escrow deposits (ii)

2,711

2,989

Other

5,427

5,231

 

30,597

24,078

 

(i)      Refers to the amount deducted from the 7.5% of Municipal revenue transferred to the Municipal Fund, corresponding to eventual amounts unpaid by direct management bodies, foundations and government agencies, as established in the agreement entered into with the municipal government of São Paulo;

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

 

32


 
 

Notes to the Interim Financial Information

 

 

8

Trade receivables

 

(a) Financial position balances

June 30, 2017

 

December 31, 2016

 

Private sector:

 

 

 

 

General and special customers (i) (ii)

1,160,649

 

1,205,498

 

Agreements (iii)

330,085

 

315,351

 

 

 

1,490,734

 

 

1,520,849

 

Government entities:

 

 

 

 

Municipal

509,600

 

520,950

 

Federal

4,032

 

3,414

 

Agreements (iii)

278,931

 

279,449

 

 

 

792,563

 

 

803,813

 

Wholesale customers – Municipal governments: (iv)

 

 

 

 

Guarulhos

811,687

 

778,106

 

Mauá

499,120

 

467,775

 

Mogi das Cruzes

2,568

 

2,527

 

Santo André

995,930

 

946,045

 

São Caetano do Sul

2,606

 

2,371

 

Diadema

222,671

 

222,671

 

 

Total wholesale customers – Municipal governments

 

2,534,582

 

 

2,419,495

 

 

Unbilled supply

 

478,826

 

 

481,389

 

 

Subtotal

 

5,296,705

 

 

5,225,546

 

Allowance for doubtful accounts

(3,628,977)

 

(3,514,240)

 

 

Total

 

1,667,728

 

 

1,711,306

 

 

Current

 

1,481,552

 

 

1,557,472

 

Noncurrent

186,176

 

153,834

 

 

 

1,667,728

 

 

1,711,306

 

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

 

(ii)   Special customers – large consumers, commercial industries, condominiums and special billing consumers (fixed demand agreements, industrial waste, wells, etc.).

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

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

 

 

33


 
 

Notes to the Interim Financial Information

(b)         The aging of trade receivables is as follows

 

 

June 30, 2017

December 31, 2016

 

 

 

Current

1,329,568

1,337,503

Past-due:

 

 

Up to 30 days

260,104

263,157

From 31 to 60 days

109,796

148,927

From 61 to 90 days

15,139

53,268

From 91 to 120 days

106,911

109,138

From 121 to 180 days

93,634

124,001

From 181 to 360 days

225,892

203,837

Over 360 days

3,155,661

2,985,715

 

 

 

Total past-due

3,967,137

3,888,043

 

 

 

Total

5,296,705

5,225,546

 

The increase in the overdue balance was mainly due to the default of the municipalities that purchased water on a wholesale basis, given that they are challenging the tariffs charged by SABESP in court, and the increase in default of amounts overdue, related to private customers.

 

34


 
 
 

Notes to the Interim Financial Information

 

(c)         Allowance for doubtful accounts

 

 

January to June 2017

January to June 2016

 

 

 

Balance at beginning of the period

3,514,240

3,307,793

Private sector /government entities

48,281

30,731

Recoveries

(29,489)

(93,409)

Wholesale customers

96,917

148,428

 

 

 

Net additions for the period

115,709

85,750

 

 

 

Write-offs in the period referring to accounts receivable

(972)

(10,359)

 

 

 

Balance at the end of the period

3,628,977

3,383,184

 

 

Reconciliation of estimated losses

of income

April to

June 2017

January to

June 2017

April to

June 2016

January to

June 2016

 

 

 

 

 

Write-offs

43,835

101,971

40,595

82,132

Losses/(reversal) with state entities (related parties)

158

(130)

3,315

3,561

Losses/(reversal) with private sector / government entities

17,735

48,281

(8,962)

30,731

Losses/(reversal) with wholesale customers

-

1,227

-

(2,542)

Recoveries

(26,004)

(29,489)

(70,553)

(93,409)

 

 

 

 

 

Amount recorded as selling expenses

35,724

121,860

(35,605)

20,473

 

 

Wholesale sales losses, amounting to R$ 58,639 from April to June 2017 and R$ 95,690 from January to June 2017 (April to June 2016 – R$ 79,681 and January to June 2016 – R$ 150,970), were also recorded as revenue reduction.

 

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

 

35


 
 

Notes to the Interim Financial Information

 

9                   Related-Party Balances and Transactions

 

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

 

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

 

 

 

June 30, 2017

December 31, 2016

Accounts receivable

 

 

Current:

 

 

Sanitation services

132,952

134,005

Allowance for losses

(56,494)

(56,624)

Reimbursement for retirement and pension benefits paid (G0)

 

 

- monthly flow (payments)

22,855

22,696

- GESP Agreement – 2008

47,094

56,512

- GESP Agreement – 2015

54,379

39,816

“Se Liga na Rede” program (l)

3,772

6,148

 

 

 

Total current

204,558

202,553

 

 

 

Noncurrent:

 

 

Reimbursement for retirement and pension benefits paid (G0)

 

 

- GESP Agreement – 2008

-

18,838

- GESP Agreement – 2015

638,951

650,318

 

 

 

Total noncurrent

638,951

669,156

 

 

 

Total receivables from shareholders

843,509

871,709

 

 

 

Assets:

 

 

Sanitation services

76,458

77,381

Reimbursement of additional retirement and pension benefits (G0)

763,279

788,180

“Se Liga na Rede” program (l)

3,772

6,148

 

 

 

Total

843,509

871,709

 

 

 

Liabilities:

 

 

Interest on capital payable to related parties

-

351,788

Other (g)

492

1,853

 

 

 

 

 

 

 

36


 
 

Notes to the Interim Financial Information

 

 

 

April to

June 2017

January to

June 2017

April to

June 2016

January to

June 2016

 

 

 

 

 

Revenue from sanitation services

120,936

230,862

115,247

212,773

Payments received from related parties

(115,911)

(235,497)

(108,988)

(196,639)

 

 

 

 

 

Receipt of GESP reimbursement referring to Law 4819/58

(35,757)

(72,309)

(25,659)

(72,325)

 

 

(b)         Contingent assets - GESP (not recorded)

 

As of June 30, 2017 and December 31, 2016, SABESP had contingent assets with GESP, not recorded in assets referring to the additional retirement and pension paid (Law 4,819/58), named “Disputed amounts receivable”, totaling R$ 974,438 and R$ 937,035, respectively.

 

(c)         Use of reservoirs EMAE

 

Empresa Metropolitana de Águas e Energia S.A. (“EMAE”) planned to receive for the credit and obtain financial compensation for alleged past and future losses in electricity generation, due to water collection, and compensation for costs already incurred and to be incurred with the operation, maintenance and inspection of the Guarapiranga and Billings reservoirs used by SABESP in its operations.

 

Several lawsuits were filed by EMAE, among which an arbitration proceeding related to the Guarapiranga reservoir and a lawsuit related to the Billings reservoir, both pleading for financial compensation due to SABESP’s water collect for public supply, alleging that this conduct has been causing permanent and growing loss in the capacity of generating electricity of Henry Borden hydroelectric power plant, resulting in financial losses.

 

As of April 10, 2014, the Company issued a Notice to the Market including the information about an eventual future agreement.

 

As of October 28, 2016, the Company entered into an agreement based on a Private Transaction Agreement and Other Adjustments with EMAE aimed to fully and completely settle the disputes involving the two companies.

 

Pursuant to the terms of Clause Two of the agreement, the transaction is subject to the condition precedent of approval by the competent bodies of EMAE.

 

Upon ratification of the agreement, all litigation between SABESP and EMAE will cease permanently.

The agreement involves the payment by SABESP to EMAE of the following amounts:

-  R$ 6,610 annually, adjusted for inflation from the signature date of this instrument, based on the IPCA or on any other index that may replace it, to the last business day of October of each fiscal year, of which (i) the first annual payment until the last business day of October 2017 and (ii) the last payment until the last business day of October 2042; and

 

37


 
 

Notes to the Interim Financial Information

 

 

-   R$ 46,270, in five annual and successive installments, adjusted for inflation based on the IPCA, or on any other index that may replace it, the first installment of R$ 9,254 maturing on April 30, 2017 and the remaining 4 (four) installments, of the same amount, due on every April 30 (thirty) of the subsequent years, or the first subsequent business day.

 

At the same time, on April 11, 2016, the Company was served with process filed by EMAE’s minority shareholders against the São Paulo State. The plaintiffs of these lawsuits are seeking a decision that requires the State to prohibit SABESP from extracting water from these reservoirs without paying a financial compensation to EMAE and that allows EMAE to pump water from the reservoirs to its hydroelectric power plant. The plaintiffs of this lawsuit claim that the State, as EMA’s controlling shareholder, acted against EMAE and in favor of SABESP.

 

On August 7, 2017, the Company was once again served with process in a citizen suit filed by Alvaro Luiz de Lima de Alvares Otero against ANEEL, EMAE and SABESP requesting the annulment of ANEEL order 3431/16, which consents to the above transaction. The plaintiff claims that the act is illegal and harmful, compromises the operational feasibility of the Henry Borden hydroelectric power plant and jeopardizes the energy security of the São Paulo State, the Southeast region and Brazil. Finally, the plaintiff requests SABESP to indemnify EMAE for said act, at an amount to be calculated in the liquidation of the award.

 

If SABESP can no longer extract water from these reservoirs, it will have to transport water from more distant places, increasing water transportation costs, which may jeopardize the Company’s ability to provide an appropriate service in the region.

 

(d)        Agreements with reduced tariffs with State and Municipal Government Entities that joined the Rational Water Use Program (PURA)

 

The Company has signed agreements with government entities related to the State Government and municipalities where it operates that benefit from a reduction of 25% in the tariff of water supply and sewage services when they are not in default. These agreements provide for the implementation of the rational water use program, which takes into consideration the reduction in water consumption.

 

(e)         Guarantees

                              

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

 

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

 

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully passed on and monetarily reimbursed. From April to June 2017 and in the same period in 2016, the expenses related to personnel assigned by SABESP to other state government entities amounted to R$ 2,612 and R$ 2,962, respectively, and, from January to June 2017 and 2016, they amounted to R$ 5,135 and R$ 5,209, respectively.

 

From January to June 2017 and 2016, there were no expenses related to personnel assigned by other entities to SABESP, but totaled R$ 7 from April to June, and R$ 10 from January to June.

 

38


 
 

Notes to the Interim Financial Information

 

(g)         Services obtained from state government entities

 

As of June 30, 2017 and December 31, 2016, SABESP had an outstanding amount payable of R$492 and R$1,853, respectively, for services rendered by São Paulo State Government entities.

 

(h)        Non-operating assets

 

As of June 30, 2017 and December 31, 2016, the Company had an amount of R$ 969 related to a free land lent to DAEE (Department of Water and Electricity).

 

(i)          Sabesprev

 

The Company sponsors a private defined benefit pension plan, which is operated and administered by Sabesprev. The net actuarial liability recognized as of June 30, 2017 amounted to R$ 748,437 (R$ 753,170 as of December 31, 2016), according to Note 19 (b).

 

(j)          Compensation of Management Key Personnel

 

Expenses related to the compensation of the members of its Board of Directors, Fiscal Council and Board of Executive Officers from April to June 2017 amounted to R$ 969 (R$ 940 from April to June 2016). From January to June 2017, these expenses totaled R$ 1,895 (R$ 1,923 from January to June 2016). An additional amount of R$ 185, related to the bonus program paid to Executive Officers, was recorded from April to June 2017 (R$ 123 from April to June 2016). From January to June 2017, the bonus totaled R$ 309 (R$ 247 from January to June 2016).

 

(k)         Loan agreement through credit facility

 

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

 

The Company entered into a loan agreement through credit facility with the SPEs Aquapolo Ambiental S.A. on March 30, 2012, and with Attend Ambiental S.A. on May 9, 2014, to finance the operations of these companies, until the borrowings and financing requested with financial institutions is cleared. These agreements remain with the same characteristics, according to the table below:

 

SPE

Principal disbursed amount

Interest balance

Total

Interest rate

Maturity

Attend Ambiental

5,400

3,357

8,757

SELIC + 3.5 % p.a.

(i)

Aquapolo Ambiental

5,629

5,411

11,040

CDI + 1.2% p.a.

04/30/2016 (ii)

Aquapolo Ambiental

19,000

10,187

29,187

CDI + 1.2% p.a.

10/30/2015 (ii)

Total

30,029

18,955

48,984

 

 

 

 

 

 

39


 
 

Notes to the Interim Financial Information

 

 

(i)  The loan agreement with SPE Attend  Ambiental  S/A  matures  within  180  days,  from  the  date when  the respective amount is available in the borrower’s account, renewable for the same period. The credit has been overdue since May 11, 2015 and is subject to contractual default charges (inflation adjustment considering the IGP-M variation, 2% fine and default interest of 1% p.m.). The agreement has been renegotiated between the parties.

(ii)   The R$ 19,000 loan agreement originally expired on April 30, 2015, but was extended to October 30, 2015. The Company and Aquapolo Ambiental S/A are renegotiating the payment terms and the maturity of both agreements.

 

As a result of the renegotiations, the principal, in the amount of R$ 30,029, and interest, in the amount of R$ 18,955, that used to be recognized in current assets, under “other receivables”, were reclassified to the same group of noncurrent assets until new payment conditions are agreed upon. As of June 30, 2017, the balance of principal and interest rates of these agreements was R$ 48,984 (R$ 52,407 as of December 31, 2016). From January to June 2017, a financial income recognized was R$ 2,683 (R$ 4,079 from January to June 2016).

 

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

 

The State Government enacted the State Law nº 14,687/12, creating the pro-connection program, destined to financially subsidize the execution of household branches necessary to connect to the sewage collecting networks, in low income households which agreed to adhere to the program. The program expenditures, except for indirect costs, construction margin and borrowing costs are financed with 80% of funds deriving from the State Government and the remaining 20% invested by SABESP, which is also liable for the execution of works. As of June 30, 2017, the program total amount was R$ 79,525 (R$ 79,274 as of December 31, 2016), R$ 3,772 (R$ 6,148 as of December 31, 2016) recorded in balances receivable from related parties, the amount of R$ 35,166 (R$ 34,915 as of December 31, 2016) recorded in the group of intangible assets and R$ 40,587 (R$ 38,211 as of December 31, 2016) reimbursed by GESP.

 

 

10                Water National Agency - ANA

 

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

 

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

 

When resources are made available, liabilities are recorded until funds are released by ANA. After the evidence of targets stipulated in each contract, the revenue deriving from these funds is recognized, but if these targets are not met, funds will return to the National Treasury with the appropriate funds earnings. As of June 30, 2017, the balances of assets and liabilities were R$ 82,926 (R$ 81,221 as of December 31, 2016), and the liabilities are recorded under "other liabilities" of noncurrent liabilities.

 

40


 
 

Notes to the Interim Financial Information

 

11                 Investments

 

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

 

The Company holds interest valued by the equity method.

 

See additional information on the operations of each investee in Note 12 to the Annual Financial Statements as of December 31, 2016.

 

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

 

Company

Equity

Profit (loss) for the period

 

June

30,

2017

December

31,

2016

January

to June

2017

January

to June

2016

Sesamm

40,820

37,198

3,622

3,110

Águas de Andradina (i)

17,950

16,161

1,789

835

Águas de Castilho

4,162

3,706

456

290

Saneaqua Mairinque

4,505

4,090

415

483

Attend Ambiental

6,725

3,925

2,800

1,965

Aquapolo Ambiental

12,563

12,340

223

(2,923)

Paulista Geradora de Energia

8,451

8,469

(18)

(20)

 

Company

Investments

Equity in the earnings (losses) of subsidiaries

Interest percentage

 

June

30,

2017

December

31,

2016

January

to June

2017

January

to June

2016

June

30,

2017

December

31,

2016

Sesamm

14,695

13,391

1,304

1,104

36%

36%

Águas de Andradina

5,386

4,849

537

341

30%

30%

Águas de Castilho

1,249

1,112

137

126

30%

30%

Saneaqua Mairinque

1,352

1,227

125

(1)

30%

30%

Attend Ambiental

3,026

1,766

1,260

531

45%

45%

Aquapolo Ambiental

6,156

6,047

109

(340)

49%

49%

Paulista Geradora de Energia

2,112

2,117

(5)

(8)

25%

25%

Total

33,976

30,509

3,467

1,753

 

 

 

Other investments

587

587

 

 

 

 

 

Overall total

34,563

31,096

 

 

 

 

 

 

 

41


 
 

Notes to the Interim Financial Information

 

12                Investment properties

As of June 30, 2017, the balance of “Investment properties”, mainly composed of land, is R$ 57,913 (December 31, 2016 – R$ 57,968). As of June 30, 2017 and December 31, 2016, the market value of these properties is approximately R$ 404,000.

 

 

December 31,

2016

Write-offs and disposals

Depreciation

June 30,

2017

 

 

 

 

 

Investment properties

57,968

(8)

(47)

57,913

Total

57,968

(8)

(47)

57,913

 

 

December 31,

2015

Transfers

 

Reversal of allowance for losses

Depreciation

June 30,

2016

 

 

 

 

 

 

Investment properties

56,957

1,647

9

(53)

58,560

Total

56,957

1,647

9

(53)

58,560

 

 

 

42


 
 

Notes to the Interim Financial Information

 

13                Intangible assets

 

(a)         Statement of financial position details

 

 

June 30, 2017

December 31, 2016

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

Intangible right arising from:

 

 

 

 

 

 

Agreements – equity value

9,355,839

(1,831,091)

7,524,748

9,222,543

(1,739,588)

7,482,955

Agreements – economic value

1,934,604

(588,992)

1,345,612

1,925,361

(543,709)

1,381,652

Program contracts

9,397,893

(2,770,334)

6,627,559

9,209,367

(2,633,346)

6,576,021

Program contracts – commitments

996,686

(185,182)

811,504

991,848

(168,632)

823,216

Services contracts – São Paulo

18,627,050

(3,179,948)

15,447,102

17,457,658

(2,904,951)

14,552,707

Software license

607,352

(182,919)

424,433

575,494

(145,257)

430,237

Total

40,919,424

(8,738,466)

32,180,958

39,382,271

(8,135,483)

31,246,788

 

(b)                         Changes

 

 

 

December

31,

2016

Additions

Reversal of estimated losses

Transfers

Write-offs and disposals

Amortization

June

30,

2017

Intangible right arising from:

 

 

 

 

 

 

 

Agreements – equity value

7,482,955

137,182

2,078

312

(1,848)

(95,931)

7,524,748

Agreements – economic value

1,381,652

66,129

8

(55,133)

(1,008)

(46,036)

1,345,612

Program contracts

6,576,021

196,640

4,834

513

(3,688)

(146,761)

6,627,559

Program contracts – commitments

823,216

4,838

-

-

-

(16,550)

811,504

Services contracts – São Paulo

14,552,707

1,115,371

6,460

57,334

(4,784)

(279,986)

15,447,102

Software license

430,237

22,064

-

6,489

-

(34,357)

424,433

Total

31,246,788

1,542,224

13,380

9,515

(11,328)

(619,621)

32,180,958

 

43


 
 

Notes to the Interim Financial Information

 

 

 

December 31, 2015

Additions

Contract renewal

Allowance for losses

Transfers

Write-offs and disposals

Amortization

June 30,

2016

Intangible right arising from:

 

 

 

 

 

 

 

 

Agreements – equity value

7,287,630

85,984

(5,253)

586

(1,615)

(3,599)

(83,071)

7,280,662

Agreements – economic value

1,353,020

53,683

-

-

(21)

(1)

(36,977)

1,369,704

Program contracts

6,288,575

241,885

5,253

(1,471)

1,091

(151)

(134,495)

6,400,687

Program contracts – commitments

850,530

4,832

-

-

-

-

(16,577)

838,785

Services contracts – São Paulo

12,367,017

1,121,221

-

507

94

(292)

(270,449)

13,218,098

Software license

366,854

45,240

-

-

-

-

(18,670)

393,424

Total

28,513,626

1,552,845

-

(378)

(451)

(4,043)

(560,239)

29,501,360

 

 

In February 2017, the Company started operations in the municipality of Santa Branca and, in the second quarter of 2017, it entered into a contract program with the municipalities of Santa Cruz do Rio Pardo and Cândido Rodrigues for 30 years.

 

(c)         General information

                              

During the period ended June 30, 2017 there were no relevant changes in the criteria to account for intangible assets and types of contracts. Further information is included in Note 14 (d) to the Annual Financial Statements as of December 31, 2016.

 

The Company has obligations recorded in “Program Contract– Commitments” in current liabilities in the amount of R$ 103,841 and R$ 109,042 as of June 30, 2017 and December 31, 2016, respectively, and noncurrent liabilities in the amount of R$ 47,723 and R$ 69,051 as of June 30, 2017 and December 31, 2016, respectively.

 

(d)        Capitalization of interest and other finance charges

 

From January to June 2017, the Company capitalized interest and inflation adjustment in concession intangible assets totaling R$ 312,016, including the São Lourenço Production System and Leases (R$ 293,352 from January to June 2016), during the construction period.

 

(e)         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.

 

44


 
 

Notes to the Interim Financial Information

 

As a consequence, the Company recognizes revenue from construction service corresponding to the cost of construction increased by margin. Generally, the constructions related to the concessions are performed by third parties, in such case, the margin of the Company  is lower, normally, to cover eventual administration costs, and the responsibility of the primary risk. As of June 30, 2017 and 2016, the margin was 2.3%.

 

Construction margin from April to June 2017 and the same period in 2016 was R$ 15,194 and R$ 19,773, respectively, and from January to June 2017 and the same period in 2016, was R$ 30,893 and R$ 32,667, respectively.

 

The amounts related to revenue and construction costs are presented in Note 23.

 

(f)          Expropriations

 

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

 

The costs of these expropriations are recorded as concession intangible assets after the transaction is concluded. From April to June 2017, the total amount related to expropriations was R$ 1,882 and from January to June 2017, expropriations totaled R$ 4,783 (R$ 16,707 from April to June 2016 and R$ 18,923 from January to June 2016).

 

(g)         Public-Private Partnership - PPP

 

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

 

Alto Tietê Production System

 

As of June 30, 2017 and December 31, 2016, the amounts recognized as intangible asset related to this PPP were R$ 376,517 and R$ 382,103, respectively.

 

From January and June 2017, a discount rate of 8.20% p.a. was used to calculate the adjustment to present value of the agreement. The obligations assumed by the Company as of June 30, 2017 and December 31, 2016 are shown in the next table.

 

On a monthly basis, SABESP assigns funds from tariffs to the SPE CAB Sistema Produtor Alto Tietê S/A, in the amount of R$ 9,773, corresponding to the monthly remuneration. This amount is annually adjusted by the IPC – FIPE and is recorded in a restricted account, pursuant to the contractual operating proceeding. Should SABESP comply with its monthly obligations with the SPE, the funds from the restricted account will be released.

 

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

 

45


 
 

Notes to the Interim Financial Information

 

São Lourenço Production System

 

As of June 30, 2017 and December 31, 2016, the carrying amount recorded in the Company’s intangible assets, related to this PPP, totaled R$ 2,283,410 and R$ 1,951,538, respectively. Intangible assets are accounted for based on the physical evolution of the works which, as of June 30, 2017, was approximately 74%, with a counter-entry in the Private Public Partnership (PPP) liabilities account. As of June 30, 2017, a discount rate of 7.80% p.a. was used to calculate the adjustment to present value of the agreement.

 

The obligations assumed by the Company as of June 30, 2017 and December 31, 2016 are shown in the table below, and the increase in intangible assets and liabilities was due to the progress of works in 2017.

 

 

June 30, 2017

December 31, 2016

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total liabilities

 

 

 

 

 

 

 

Alto Tietê

33,193

293,007

326,200

31,898

309,858

341,756

São Lourenço

-

2,233,180

2,233,180

-

1,907,662

1,907,662

 

 

 

 

 

 

 

Total

33,193

2,526,187

2,559,380

31,898

2,217,520

2,249,418

 

 

 

(h) Works in progress

 

As of June 30, 2017, the amount of R$ 9,189 million is recorded under intangible assets as work in progress (R$ 9,156 million as of December 31, 2016), and in the period ended June 30, 2017, the major projects are located in the municipalities of São Paulo, Franca and Itanhaém, totaling R$ 5,888 million (including R$ 2,283 million from PPP São Lourenço), R$ 238 million and R$ 186 million, respectively.

 

(i)          Amortization of intangible assets

 

The amortization average rate totaled 4.0% and 3.9% as of June 30, 2017 and 2016, respectively.

 

(j)          Software license of use

 

The software license of use is capitalized based on the costs incurred to acquire software and make them ready for use. As of April 10, 2017, the Company implemented the Integrated Business Management System (Enterprise Resource Planning – SAP ERP), which includes the administrative/financial module. The implementation of the commercial module is in progress.

 

46


 
 

Notes to the Interim Financial Information

 

14                Property, plant and equipment

 

(a)         Statement of financial position details

 

 

June 30, 2017

December 31, 2016

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

Land

92,507

-

92,507

92,494

-

92,494

Buildings

79,010

(35,495)

43,515

77,548

(34,286)

43,262

Equipment

325,590

(204,811)

120,779

338,696

(189,556)

149,140

Transportation equipment

10,980

(6,883)

4,097

11,141

(6,610)

4,531

Furniture and fixtures

23,697

(12,172)

11,525

23,633

(11,647)

11,986

Other

1,164

(235)

929

1,181

(211)

970

Total

532,948

(259,596)

273,352

544,693

(242,310)

302,383

 

 

(b)         Changes

 

 

December 31, 2016

Additions

Transfers

Write-offs and disposals

Depreciation

June 30,

2017

Land

92,494

-

13

-

-

92,507

Buildings

43,262

86

1,355

-

(1,188)

43,515

Equipment

149,140

10,497

(10,838)

(33)

(27,987)

120,779

Transportation equipment

4,531

-

33

(10)

(457)

4,097

Furniture and fixtures

11,986

276

(63)

(29)

(645)

11,525

Other

970

-

(15)

-

(26)

929

Total

302,383

10,859

(9,515)

(72)

(30,303)

273,352

 

 

 

 

December 31,

2015

Additions

Transfers

Write-offs and disposals

Depreciation

June 30,

2016

Land

102,708

-

(258)

-

-

102,450

Buildings

45,891

-

(415)

-

(869)

44,607

Equipment

162,218

18,535

(4,882)

(67)

(16,576)

159,228

Transportation equipment

5,692

96

-

-

(473)

5,315

Furniture and fixtures

8,418

318

4,359

(5)

(623)

12,467

Other

149

-

-

-

(5)

144

Total

325,076

18,949

(1,196)

(72)

(18,546)

324,211

 

 

 

 

47


 
 

Notes to the Interim Financial Information

 

 

(c)         Depreciation

 

The Company annually revises the depreciation rates of: buildings - 3.0%; equipment- 17.0%; transportation equipment - 10% and furniture, fixture and equipment - 7.0%. Lands are not   depreciated.

 

The depreciation average rate was 12.9% and 10.9%, as of June 30, 2017 and 2016, respectively.

 

 

48


 
 

 

Notes to the Interim Financial Information

 

15                Borrowings and Financing

 

 Borrowings and financing outstanding balance

June 30, 2017

December 31, 2016

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

Local currency

 

 

 

 

 

 

10th issue debentures

41,294

109,487

150,781

40,967

120,343

161,310

12th issue debentures

45,450

317,454

362,904

45,450

340,165

385,615

14th issue debentures

40,219

152,650

192,869

39,802

178,571

218,373

15th issue debentures

342,769

342,078

684,847

97,692

672,657

770,349

17th issue debentures

144,391

773,469

917,860

140,144

904,094

1,044,238

18th issue debentures

32,784

216,562

249,346

32,436

223,840

256,276

19th issue debentures

-

-

-

199,461

-

199,461

20th issue debentures

-

496,240

496,240

-

495,533

495,533

Brazilian Federal Savings Bank

62,937

1,108,082

1,171,019

59,199

1,088,160

1,147,359

Brazilian Development Bank - BNDES BAIXADA SANTISTA

16,702

25,053

41,755

16,603

33,207

49,810

Brazilian Development Bank - BNDES PAC

11,089

55,322

66,411

10,987

60,293

71,280

Brazilian Development Bank - BNDES PAC II 9751

4,313

25,024

29,337

4,288

27,007

31,295

Brazilian Development Bank - BNDES PAC II 9752

2,355

20,610

22,965

2,341

21,659

24,000

Brazilian Development Bank - BNDES ONDA LIMPA

23,357

157,420

180,777

23,219

168,083

191,302

Brazilian Development Bank - BNDES TIETÊ III

30,233

294,584

324,817

30,054

307,862

337,916

Brazilian Development Bank - BNDES 2015

-

405,944

405,944

-

233,967

233,967

Leases

16,026

538,037

554,063

14,914

537,602

552,516

Other

1,023

10,255

11,278

746

10,829

11,575

Interest and charges

67,386

-

67,386

121,605

-

121,605

Total in local currency

882,328

5,048,271

5,930,599

879,908

5,423,872

6,303,780

 

 

 

 

49


 
 

 

 

 

Notes to the Interim Financial Information

 


 Borrowings and financing outstanding balance

June 30, 2017

December 31, 2016

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

Foreign currency

 

 

 

 

 

 

Inter-American Development Bank - BID 713 – US$ 12,549 thousand (US$ 25,097 thousand in December 2016)

41,514

-

41,514

81,794

-

81,794

Inter-American Development Bank - BID 1212 – US$ 87,364 thousand (US$ 92,503 thousand in December 2016)

34,002

255,015

289,017

33,499

267,979

301,478

Inter-American Development Bank - BID 2202 – US$ 437,256 thousand (US$ 438,071 thousand in December 2016)

78,191

1,354,633

1,432,824

75,143

1,339,803

1,414,946

International Bank of Reconstruction and Development -BIRD – US$ 81,548 thousand
(US$ 79,946 thousand in December 2016)

-

269,457

269,457

-

260,224

260,224

Deutsche Bank – US$ 150,000 thousand (US$ 150,000 thousand in December 2016)

124,058

364,870

488,928

-

480,244

480,244

Eurobonds– US$ 350,000 thousand (US$ 350,000 thousand in December 2016)

-

1,154,990

1,154,990

-

1,137,395

1,137,395

JICA 15 – ¥ 14,405,375 thousand (¥ 14,981,590 thousand in December 2016)

33,928

390,167

424,095

32,175

386,111

418,286

JICA 18 – ¥ 12,952,000 thousand (¥ 13,470,080 thousand in December 2016)

30,505

350,547

381,052

28,930

346,889

375,819

JICA 17 – ¥ 1,629,365 thousand (¥ 1,596,251 thousand in December 2016)

2,593

44,636

47,229

1,205

42,675

43,880

JICA 19 – ¥ 29,310,671 thousand (¥ 27,596,009 thousand in December 2016)

-

860,846

860,846

-

768,463

768,463

BID 1983AB (AB Loan) – US$ 82,404 thousand (US$ 106,346 thousand in December 2016)

79,206

189,333

268,539

78,030

263,921

341,951

Interest and charges

35,721

-

35,721

35,883

-

35,883

Total in foreign currency

459,718

5,234,494

5,694,212

366,659

5,293,704

5,660,363

 

 

 

 

 

 

 

Total borrowings and financing

1,342,046

10,282,765

11,624,811

1,246,567

10,717,576

11,964,143

 

Exchange rate as of June 30, 2017: US$ 3.3082; ¥ 0.02944 (as of December 31, 2016: US$ 3.2591; ¥ 0.02792).

As of June 30, 2017, the Company did not record balances of borrowings and financing raised during the year to mature within 12 months.

 

 

 

 

 

50


 
 

Notes to the Interim Financial Information


Domestic currency

Guarantees

Maturity

Annual interest rates

Inflation adjustment

 

 

 

 

 

10th issue debentures

Own funds

2020

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

IPCA (series 2)

12th issue debentures

Own funds

2025

TR + 9.5%

 

14th issue debentures

Own funds

2022

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

IPCA (series 2)

15th issue debentures

Own funds

2019

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

IPCA (series 2)

17th issue debentures

Own funds

2023

CDI +0.75 (Series 1) and 4.5% (Series 2) and4.75% (Series 3)

IPCA (series 2 and 3)

18th issue debentures

Own funds

2024

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

IPCA (series 2)

19th issue debentures

Own funds

2017

CDI + 0.80% to 1.08%

 

20th issue debentures

Own funds

2019

CDI + 3.80%

 

Brazilian Federal Savings Bank

Own funds

2017/2038

5% to 9.5%

TR

Brazilian Development Bank - BNDES BAIXADA SANTISTA

Own funds

2019

2.5%+TJLP

 

Brazilian Development Bank - BNDES PAC

Own funds

2023

2.15%+TJLP

 

Brazilian Development Bank - BNDES PAC II 9751

Own funds

2027

1.72%+TJLP

 

Brazilian Development Bank - BNDES PAC II 9752

Own funds

2027

1.72%+TJLP

 

Brazilian Development Bank - BNDES ONDA LIMPA

Own funds

2025

1.92%+TJLP

 

Brazilian Development Bank - BNDES TIETÊ III

Own funds

2028

1.66%+TJLP

 

Brazilian Development Bank - BNDES 2015

Own funds

2035

2.5%+TJLP

 

Leases

 

2035

7.73% to 10.12%

IPC

Other

Own funds

2018/2025

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

TR

 

 

 

 

 

 

51


 
 

 

 

Notes to the Interim Financial Information

 


Foreign currency

Guarantees

Maturity

Annual interest rates

Exchange rate changes

 

 

 

 

 

Inter-American Development Bank - BID 713 – US$ 12,549 thousand

Government

2017

4.82% (*)

US$

Inter-American Development Bank - BID 1212 – US$ 87,364 thousand

Government

2025

2.54% (*)

US$

Inter-American Development Bank - BID 2202 – US$ 437,256 thousand

Government

2035

2.09% (*)

US$

International Bank for Reconstruction and Development - BIRD – US$ 81,548 thousand

Government

2034

1.67% (*)

US$

Deutsche Bank US$ 150,000 thousand

2019

Libor+4.50%(*)

US$

Eurobonds – US$ 350,000 thousand

2020

6.25%

US$

JICA 15 – ¥ 14,405,375 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 18– ¥ 12,952,000 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 17– ¥ 1,629,365 thousand

Government

2035

1.2% and 0.01%

Yen

JICA 19 – ¥ 29,310,671 thousand

Government

2037

1.7% and 0.01%

Yen

BID 1983AB (AB Loan) – US$ 82,404 thousand

2023

Libor + 1.88% to 2.38% (*)

US$

 

    

(*)Rates comprising LIBOR + contractually defined spread.

 

 

52


 
 

 

 

 

Notes to the Interim Financial Information

 


(i) Payment schedule – accounting balances as of June 30, 2017

 

 

53

 

2017

2018

2019

2020

2021

2022

2023 to 2038

TOTAL

LOCAL CURRENCY

 

 

 

 

 

 

 

 

Debentures

87,109

896,675

1,014,145

423,198

199,280

178,718

255,722

3,054,847

Brazilian Federal Savings Bank

30,814

65,166

67,190

69,524

73,099

76,965

788,261

1,171,019

BNDES

44,025

98,051

112,053

94,013

93,568

93,568

536,728

1,072,006

Leases

7,842

29,088

30,573

32,187

33,941

35,849

384,583

554,063

Other

386

1,461

1,364

1,364

1,364

1,364

3,975

11,278

Interest and charges

34,619

32,767

-

-

-

-

-

67,386

TOTAL IN LOCAL CURRENCY

204,795

1,123,208

1,225,325

620,286

401,252

386,464

1,969,269

5,930,599

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

BID

97,610

112,193

112,193

112,193

112,193

112,193

1,104,780

1,763,355

BIRD

-

-

8,984

17,967

17,967

17,967

206,572

269,457

Deutsche Bank

-

248,115

240,813

-

-

-

-

488,928

Eurobonds

-

-

-

1,154,990

-

-

-

1,154,990

JICA

33,512

67,025

113,669

113,669

113,669

113,669

1,158,009

1,713,222

BID 1983AB (AB Loan)

-

78,793

58,530

56,952

25,448

25,448

23,368

268,539

Interest and charges

35,721

-

-

-

-

-

-

35,721

TOTAL IN FOREIGN CURRENCY

166,843

506,126

534,189

1,455,771

269,277

269,277

2,492,729

5,694,212

Overall Total

371,638

1,629,334

1,759,514

2,076,057

670,529

655,741

4,461,998

11,624,811

 

53


 

Notes to the Interim Financial Information

 

(i)    Main events in the six-month period ended June 30, 2017

 

(a)         Debentures

 

As of January 16, 2017, the Company amortized the second installment of the 17th issue of series 1, totaling R$ 140,144.

                                                                                                          

As of February 15, 2017, the Company fully paid the 15th issue of series 1, totaling R$ 104,809, referring to principal and interest.

 

As of June 20, 2017, the Company fully paid the 19th debenture issue, totaling R$ 212,648, referring to principal and interest.

 

(b)         BNDES

 

As of March 15, 2017, the Company raised R$ 170,000, corresponding to agreement 15.2.0313.1 - BNDES 2015.

 

(c)         JICA

 

In 2017, funding totaled R$ 20,243, referring to agreement BZ-P19 (JICA 19).

 

(d)        BID

 

In 2017, funding and amortization totaled R$ 33,346 and R$ 35,870, respectively, referring to agreement BID 2202.

 

In 2017, the amortization referring to agreement BID 713 totaled R$ 41,549.

 

(e)         AB LOAN

 

In 2017, the amortization totaled R$ 75,610.

 

(e)    Exchange rate changes

                             

The US dollar exchange increased 1.5%, from R$ 3.2591 as of December 31, 2016 to R$ 3.3082 on June 30, 2017, increasing debt by R$ 58,975. In the same period, the Yen increased 5.4%, from R$ 0.02792 as of December 31, 2016 to R$ 0.02944 on June 30, 2017, increasing debt by R$ 88,612.

 

54


 
 

Notes to the Interim Financial Information

 

(ii)        Covenants

 

As of June 30, 2017, the Company had met the requirements set forth by its borrowings and financing agreements.

The goals of the Performance Improvement Agreement (AMD), dated May 28, 2007 and amended on August 22, 2012, entered into between SABESP and the Federal Government, with the Brazilian Federal Savings Bank and the BNDES as intervening parties, expired on December 31, 2016 and were not renewed, pursuant to article 2 of Normative Instruction 6, of March 14, 2013.

 

(iii)     Borrowings and financing - Credit Limited

 

Agent

 

June 30, 2017

 

 

(in millions of reais (*))

Brazilian Federal Savings Bank

 

1,661

Brazilian Development Bank – BNDES

 

1,560

Inter-American Development Bank – BID

 

500

Japan International Cooperation Agency – JICA

 

261

International Bank for Reconstruction and Development – IBRD

 

61

Other

 

38

Total

 

4,081

 

(*) Exchange rate as of June 30, 2017 (US$ 1.00 = R$ 3.3082; ¥ 1.00 = R$ 0.02944).

 

SABESP in order to comply with its Capex plan relies on a fund-raising plan. Financing resources contracted have specific purposes, which have been released for the execution of their respective investments, according to the progress of the works.

 

Additional information on borrowings and financing is presented in Note 16 to the Annual Financial Statements as of December 31, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55


 
 

Notes to the Interim Financial Information

 

16                Taxes payable

 

(a)         Current assets

 

 

 

June 30, 2017

December 31, 2016

Recoverable taxes

 

 

Income tax and social contribution

74,238

32,365

Withholding income tax (IRRF) on financial investments

4,303

7,057

Other federal taxes

3,340

2,961

Other municipal taxes

258

250

Total

82,139

42,633

 

 

The increase in recoverable taxes was mainly due to an increase in “income tax and social contribution” item, as a result of higher anticipation in the period.

 

(b)         Current liabilities

 

 

June 30, 2017

December 31, 2016

Taxes and contributions payable

 

 

Cofins and Pasep

42,624

49,132

INSS (Social Security contribution)

36,554

35,376

IRRF (withholding income tax)

3,724

62,771

Other

29,623

21,478

Total

112,525

168,757

 
 

 

56


 
 

Notes to the Interim Financial Information

17            Deferred taxes and contributions

 

 

(a)         Statement of financial position details

 

 

June 30, 2017

December 31, 2016

Deferred income tax assets

 

 

Provisions

531,109

524,129

Actuarial loss –G1 Plan

166,080

85,044

Pension obligations - G1

85,044

167,922

Donations of underlying asset on concession agreements

56,449

57,317

Credit losses

244,762

266,757

Other

159,375

151,247

Total deferred tax assets

1,242,819

1,252,416

 

 

 

Deferred income tax liabilities

 

 

Temporary difference on concession of intangible asset

(475,623)

(492,341)

Capitalization of borrowing costs

(403,773)

(374,512)

Profit on supply to governmental entities

(88,334)

(92,365)

Construction margin

(90,330)

(91,790)

Borrowing costs

(13,958)

(15,063)

Total deferred tax liabilities

(1,072,018)

(1,066,071)

 

 

 

Deferred tax asset, net

170,801

186,345

 

(b)              Changes

 

 

December 31,

2016

Net

change

June 30,

2017

Deferred income tax assets

 

 

 

Provisions

524,129

6,980

531,109

Actuarial loss – G1

85,044

-

85,044

Pension obligations - G1

167,922

(1,842)

166,080

Donations of underlying asset on concession agreements

57,317

(868)

56,449

Credit losses

266,757

(21,995)

244,762

Other

151,247

8,128

159,375

Total

1,252,416

(9,597)

1,242,819

 

 

 

 

Deferred income tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(492,341)

16,718

(475,623)

Capitalization of borrowing costs

(374,512)

(29,261)

(403,773)

Profit on supply to governmental entities

(92,365)

4,031

(88,334)

Construction margin

(91,790)

1,460

(90,330)

Borrowing costs

(15,063)

1,105

(13,958)

Total

(1,066,071)

(5,947)

(1,072,018)

 

 

 

 

Deferred tax asset, net

186,345

(15,544)

170,801

 
 

 

57


 
 

Notes to the Interim Financial Information

 

 

December 31,

2015

Net

change

June 30,

2016

Deferred income tax assets

 

 

 

Provisions

480,378

35,610

515,988

Pension obligations - G1

256,808

17,337

274,145

Donations of underlying asset on concession agreements

53,206

3,203

56,409

Credit losses

213,171

8,947

222,118

Tax losses

58,829

(58,829)

-

Other

121,550

7,977

129,527

Total

1,183,942

14,245

1,198,187

 

 

 

 

Deferred income tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(524,495)

15,417

(509,078)

Capitalization of borrowing costs

(309,648)

(27,552)

(337,200)

Profit on supply to governmental entities

(81,055)

(6,043)

(87,098)

Actuarial gain – G1

(33,726)

-

(33,726)

Construction margin

(94,921)

1,648

(93,273)

Borrowing costs

(11,855)

(802)

(12,657)

Total

(1,055,700)

(17,332)

(1,073,032)

 

 

 

 

Deferred tax asset, net

128,242

(3,087)

125,155

 
 

 

58


 
 

Notes to the Interim Financial Information

 

 

June 30,

2017

December 31,

2016

 

 

 

Opening balance

186,345

128,242

Net change in the period:

 

 

- corresponding entry in the statement of income

(15,544)

(60,667)

- corresponding entry in equity valuation adjustments

-

118,770

 

 

 

Total change, net

(15,544)

58,103

Closing balance

170,801

186,345

 

 

 

(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:

 

 

June 30, 2017

June 30, 2016

 

 

 

Profit before income taxes

1,514,557

2,180,610

Statutory rate

34%

34%

 

 

Estimated expense at statutory rate

(514,949)

(741,407)

Tax benefit of interest on equity

42,009

7,659

Permanent differences

 

 

Provision – Law 4,819/58 (i)

(29,656)

(33,706)

Donations

(3,292)

(469)

Other differences

(2,499)

13,633

 

 

Income tax and social contribution

(508,387)

(754,290)

 

 

Current income tax and social contribution

(492,843)

(751,203)

Deferred income tax and social contribution

(15,544)

(3,087)

Effective rate

34%

35%

 

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

 

 

 

59


 
 

Notes to the Interim Financial Information

 

18                Provisions

 

(a)         Lawsuits and proceedings that resulted in provisions

 

(i) Statement of financial position details

 

The Company is party to a number of claims and legal proceedings arising in the normal course of business, including civil, tax, labor and environmental matters. Management recognizes provisions consistently with the recognition and measurement criteria established in Note 3.15 to the Annual Financial Statements as of December 31, 2016. Management believes that the provisions are sufficient to cover eventual losses, net of escrow deposits, as follows:

 

 

 

Provisions

Escrow deposits

June 30,

2017

 

Provisions

Escrow deposits

December 31,

2016

Customer claims (i)

557,426

(83,930)

473,496

 

572,210

(97,171)

475,039

Supplier claims (ii)

352,870

(264,847)

88,023

 

332,667

(251,510)

81,157

Other civil claims (iii)

121,870

(13,781)

108,089

 

131,286

(12,652)

118,634

Tax claims (iv)

78,210

(3,033)

75,177

 

69,898

(2,986)

66,912

Labor claims (v)

297,791

(4,875)

292,916

 

285,413

(3,202)

282,211

Environmental claims (vi)

153,918

(977)

152,941

 

150,084

(962)

149,122

Total

1,562,085

(371,443)

1,190,642

 

1,541,558

(368,483)

1,173,075

 

 

 

 

 

 

 

 

Current

726,971

-

726,971

 

730,334

-

730,334

Noncurrent

835,114

(371,443)

463,671

 

811,224

(368,483)

442,741

 

 

60


 
 

Notes to the Interim Financial Information

 

(ii)    Changes

 

 

 

December 31, 2016

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

June 30,

2017

Customer claims (i)

572,210

18,090

29,828

(41,873)

(20,829)

557,426

Supplier claims (ii)

332,667

15,798

17,352

(12,293)

(654)

352,870

Other civil claims (iii)

131,286

5,283

6,496

(6,099)

(15,096)

121,870

Tax claims (iv)

69,898

4,327

5,033

(247)

(801)

78,210

Labor claims (v)

285,413

32,102

20,424

(22,380)

(17,768)

297,791

Environmental claims (vi)

150,084

16,230

9,026

(20,398)

(1,024)

153,918

Subtotal

1,541,558

91,830

88,159

(103,290)

(56,172)

1,562,085

Escrow deposits

(368,483)

(19,078)

(5,811)

12,229

9,700

(371,443)

Total

1,173,075

72,752

82,348

(91,061)

(46,472)

1,190,642

 

 

 

December 31, 2015

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

June 30,

2016

Customer claims (i)

561,061

34,105

61,309

(26,025)

(56,386)

574,064

Supplier claims (ii)

296,660

4,903

32,723

(11,141)

(318)

322,827

Other civil claims (iii)

124,833

8,152

13,170

(2,787)

(17,300)

126,068

Tax claims (iv)

62,812

19,227

11,084

(263)

(9,348)

83,512

Labor claims (v)

283,991

21,410

16,727

(20,207)

(16,944)

284,977

Environmental claims (vi)

83,520

43,842

17,245

-

(18,443)

126,164

Subtotal

1,412,877

131,639

152,258

(60,423)

(118,739)

1,517,612

Escrow deposits

(330,663)

(24,548)

(20,796)

5,339

3,500

(367,168)

Total

1,082,214

107,091

131,462

(55,084)

(115,239)

1,150,444

 

 

(b)         Lawsuits deemed as contingent liabilities

 

The Company is party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor claims, which are assessed as contingent liabilities in the financial statements, since it either does not expect outflows to be required or the amount of the obligation cannot be reliably measured. Contingent liabilities are represented as follows:

 

 

June 30,

2017

December 31, 2016

Customer claims (i)

234,200

306,500

Supplier claims (ii)

1,404,300

1,422,000

Other civil claims (iii)

740,000

709,400

Tax claims (iv)

1,252,800

1,143,000

Labor claims (v)

642,200

533,600

Environmental claims (vi)

3,686,300

3,317,600

Total

7,959,800

7,432,100

 

 

61


 
 

Notes to the Interim Financial Information

 

 

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

 

(i)         Customer claims

 

Approximately 1,100 lawsuits were filed by commercial customers, which claim that their tariffs should correspond to other consumer categories, and 710 lawsuits in which customers claim a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company and 50 lawsuits in which customers plead the reduction in tariff under the category as “Social Welfare Entity”. The Company was granted both favorable and unfavorable final decisions at several court levels.

 

(ii)        Supplier claims

 

These claims include lawsuits filed by some suppliers alleging underpayment of monetary restatements, withholding of amounts related to the understated inflation rates deriving from Real economic plan, and the economic and financial imbalance of the agreements. These lawsuits are in progress at different courts.

 

(iii)     Other civil claims

 

These mainly refer to indemnities for property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels.

 

(iv)       Tax claims

 

Tax claims refer mainly to issues related to tax collections challenged due to differences in the interpretation of legislation by the Company's management.

 

(v)         Labor claims

 

The Company is a party to labor lawsuits, involving issues such as overtime, shift schedule, health hazard premium and hazardous duty premium, prior notice, change of function, salary equalization, service outsourcing and other. Part of the amount involved is in provisional or final execution at various court levels.

 

(vi)       Environmental claims

 

These refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental – Cetesb and the Public Prosecution Office of the State of São Paulo, that aim affirmative and negative covenants and penalty is estimated due to failure to comply in addition to the imposition of indemnity due to environmental damages allegedly caused by the Company. The amounts accrued represent the best estimate of the Company at this moment, however, may differ from the amount to be disbursed as indemnity to alleged damages, in view of the current stage of referred proceedings.

 

 

62


 
 

Notes to the Interim Financial Information

 

(d)        Guarantee insurance for escrow deposit

 

The Company contracts guarantee insurance for the issue of policy, which was renewed on May 25, 2017, in the amount of R$ 500 million. Such insurance will be used in legal claims where instead of making immediate cash disbursement by the Company, such insurance is used until the conclusion of these proceedings limited to up to five years.

 

From April to June 2017, the Company used R$ 80,849, of which R$ 61,582 referring to the current contract (R$ 81,627 from April to June 2016).

 

Additional information on provisions and contingent liabilities is presented in Note 19 to the Annual Financial Statements as of December 31, 2016.

 

 

19                Employee benefits

 

(a)         Health benefit plan

 

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

 

.     Company: 7.8% on average, of gross payroll;

 

.     Participating employees: 3.21% of base salary and premiums, equivalent to 2.8% of payroll, on average.

 

(b) Pension plan benefits

 

 

Amounts recorded in the statement of financial position

 

 

Funded plan – G1

 

 

Pension plan liabilities as of December 31, 2016

 

753,170

Expenses recognized in 2017

 

20,814

Payments made in 2017

 

(25,547)

Pension plan liabilities as of June 30, 2017 (i)

 

748,437

 

 

 

Unfunded plan – G0

 

 

Pension plan liabilities as of December 31, 2016

 

2,512,080

Expenses recognized in 2017

 

131,465

Payments made in 2017

 

(81,643)

Pension plan liabilities as of June 30, 2017 (iii)

 

2,561,902

 

 

 

Total

 

3,310,339

 

 

63


 
 

Notes to the Interim Financial Information

 

(i)               G1 Plan

 

The Company sponsors a defined benefit pension plan for its employees ("G1 Plan"), which is managed by Sabesprev, receives similar contributions established in a plan of subsidy of actuarial study of SABESPREV, as follows:

 

.   0.99% of the portion of the salary of participation up to 20 salaries; and

 

.   8.39% of the surplus, if any, of the portion of the salary of participation over 20 salaries.

 

As of June 30, 2017, SABESP had a net actuarial liability of R$ 748,437 (R$ 753,170 as of December 31, 2016) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners; the fair value of the plan’s assets.

 

(ii)            Private pension plan benefits – Defined contribution

 

As of June 30, 2017, Sabesprev Mais plan, based on defined contribution, had 9,393 active and assisted participants (9,453 as of December 31, 2016).

 

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

 

(iii)          Plan G0

 

Pursuant to Law nº 4,819/58, employees who started providing services prior to May 1974 and were retired as an employee of the Company acquired a legal right to receive supplemental pension payments, which rights are referred as "Plan G0". The Company pays these supplemental benefits on behalf of the State Government and makes claims for reimbursements from the State Government, which are recorded as accounts receivable from related parties, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of June 30, 2017, the Company recorded a defined benefit obligation for Plan G0 of R$ 2,561,902 (R$ 2,512,080 as of December 31, 2016).

 

(c)    Profit sharing

 

The Company has a profit sharing program in accordance with an agreement with labor union and SABESP. The period covered represents the Company fiscal year, commence in January to December 2017. The limit of the profit sharing is one month salary for each employee, depending on performance goals reached.

 

In the second quarter of 2017, a total of R$ 23,321 was accrued (R$ 23,192 in the second quarter of 2016). From January to June 2017 and 2016, R$ 44,398 and R$ 41,921, respectively, were accrued.

 

64


 
 

Notes to the Interim Financial Information

 

20               Services payable

 

The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also includes the amounts payable related to transfer of 7.5% of revenue from the São Paulo local government to the Municipal Fund. The balances as of June 30, 2017 and December 31, 2016 were R$ 480,873 and R$ 460,054, respectively.

 

 

21                 Equity

 

(a)         Authorized capital

 

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

 

In the event of capital increase, issue of convertible debentures and/or warrants by means of private subscription, shareholders will have preemptive right in the proportion of number of shares held, pursuant to Article 171 of Law nº 6,404/76.

 

(b)         Subscribed and paid-in capital

 

Subscribed and paid-in capital is represented by 683,509,869 registered, book-entry common shares without par value as of June 30, 2017 and December 31, 2016, held as follows:

 

 

June 30, 2017

December 31, 2016

 

Number of shares

Number of shares

State Department of Finance

343,524,285

50.26%

343,524,285

50.26%

Companhia Brasileira de Liquidação e Custódia

202,471,313

29.62%

206,955,305

30.28%

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

135,355,413

19.80%

132,401,813

19.37%

Other

2,158,858

0.32%

628,466

0.09%

 

 

 

 

 

 

683,509,869

100.00%

683,509,869

100.00%

 

(*)     each ADR corresponds to 1 share.

 

The Annual Shareholders’ Meeting of April 28, 2017 approved the distribution of dividends as interest on equity totaling R$ 823,493, the transfer of retained earnings balances, in the amount of R$ 1,976,250, to the Reserve for Investments accounts, and the allocation of R$ 147,355 to the Legal Reserve account.

 

65


 
 

Notes to the Interim Financial Information

The payment of interest on equity totaling R$ 766,109, net of R$ 57,384 of withholding income tax (from a gross amount of R$ 823,493) began in in June 2017, generating a payout of R$ 765,933.

 

Further information about equity, such as shareholder’ compensation, dividends and purpose of reserves, can be found in Note 22 to the Annual Financial Statements as of December 31, 2016.

 

 

22               Earnings per share Basic and diluted

Basic earnings per share is calculated by dividing the equity attributable to Company’s owners by the weighted average number of outstanding common shares during the year. The Company does not have potentially dilutive common shares outstanding or debts convertible into common shares. Accordingly, basic and diluted earnings per share are equal.

 

 

January to June 2017

January to June 2016

 

 

 

Equity attributable to Company’s owners

1,006,170

1,426,320

Weighted average number of common shares issued

683,509,869

683,509,869

 

 

 

Basic and diluted earnings per share (reais per share)

1.47207

2.08676

 

 

66


 
 

Notes to the Interim Financial Information

 

23               Operating segment information

 

Management, comprised by the Board of Directors and Board of Executive Officers, has determined the operating segment used to make strategic decisions, as sanitation services.

 

 

April to June 2017

 

Sanitation (i)

Reconciliation to the statement of income (ii)

Balance as per financial statements

Gross operating revenue

2,901,591

779,421

3,681,012

Gross sales deductions

(186,377)

-

(186,377)

Net operating revenue

2,715,214

779,421

3,494,635

Costs, selling and administrative expenses

(1,984,568)

(764,227)

(2,748,795)

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

730,646

15,194

745,840

Other operating income / (expenses), net

 

 

12,509

Equity accounting

 

 

1,597

Financial result, net

 

 

(281,216)

Income from operations before taxes

 

 

478,730

Depreciation and amortization

318,023

-

318,023

 

 

 

 

 

67


 
 

Notes to the Interim Financial Information

 

 

 

January to June 2017

 

Sanitation (i)

Reconciliation to the statement of income (ii)

Balance as per financial statements

Gross operating revenue

5,930,882

1,502,349

7,433,231

Gross sales deductions

(379,771)

-

(379,771)

Net operating revenue

5,551,111

1,502,349

7,053,460

Costs, selling and administrative expenses

(3,816,569)

(1,471,456)

(5,288,025)

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

1,734,542

30,893

1,765,435

Other operating income / (expenses), net

 

 

23,073

Equity accounting

 

 

3,467

Financial result, net

 

 

(277,418)

Income from operations before taxes

 

 

1,514,557

Depreciation and amortization

649,971

-

649,971

 

 

(i)          See note 29 for further information about non-cash items, other than depreciation and amortization that impact segment results, and for additional to long-lived asset information.

(ii)       Construction revenue and related costs not reported to the Company’s chief operating decision maker.

 

68


 
 

Notes to the Interim Financial Information

 

 

 

April to June 2016

(Restated)

 

Sanitation (i)

Reconciliation to the statement of income (ii)

Balance as per financial statements

Gross operating revenue

2,723,461

897,160

3,620,621

Gross sales deductions

(182,032)

-

(182,032)

Net operating revenue

2,541,429

897,160

3,438,589

Costs, selling and administrative expenses

(1,737,984)

(877,387)

(2,615,371)

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

803,445

19,773

823,218

Other operating income / (expenses), net

 

 

16,183

Equity accounting

 

 

(334)

Financial result, net

 

 

372,720

Income from operations before taxes

 

 

1,211,787

Depreciation and amortization

294,182

-

294,182

 

 

 

 

 

January to June 2016

(Restated)

 

Sanitation (i)

Reconciliation to the statement of income (ii)

Balance as per financial statements

Gross operating revenue

5,294,089

1,522,440

6,816,529

Gross sales deductions

(350,098)

-

(350,098)

Net operating revenue

4,943,991

1,522,440

6,466,431

Costs, selling and administrative expenses

(3,532,346)

(1,489,773)

(5,022,119)

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

1,411,645

32,667

1,444,312

Other operating income / (expenses), net

 

 

21,665

Equity accounting

 

 

1,753

Financial result, net

 

 

712,880

Income from operations before taxes

 

 

2,180,610

Depreciation and amortization

578,838

-

578,838

 

 

69


 
 

Notes to the Interim Financial Information

 

(i)          See note 29 for further information about non-cash items, other than depreciation and amortization that impact segment results, and for additional to long-lived asset information.

(ii)       Construction revenue and related costs not reported to the Company’s chief operating decision maker.

 

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

 

 

April to

June 2017

January to

June 2017

April to

June 2016

January to

June 2016

 

 

 

 

 

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

779,421

1,502,349

897,160

1,522,440

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

(764,227)

(1,471,456)

(877,387)

(1,489,773)

 

 

 

 

 

Construction margin

15,194

30,893

19,773

32,667

 

(a) Revenue from concession construction contracts is recognized in accordance with CPC 17 (R1), Construction Contracts (IAS 11), using the percentage-of-completion method. See Note 13 (e).

 

 

 

70


 
 

Notes to the Interim Financial Information

 

24               Operating revenue

 

(a)       Revenue from sanitation services:

 

 

April to

June 2017

January to

June 2017

April to

June 2016

January to

June 2016

 

 

 

 

 

São Paulo Metropolitan Region

2,055,987

4,164,235

1,902,610

3,653,221

Regional Systems (i)

845,604

1,766,647

820,851

1,640,868

Total (ii)

2,901,591

5,930,882

2,723,461

5,294,089

 

 

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

 

(ii) Revenue from sanitation services increased by 6.5 % in the period ended June 30, 2017, when compared with the same period in 2016.

 

The main factors for the increase were the 6.62% impact on revenue from the tariff increase as of May 2016 and the 2.7% increase in billed volume, of which 2.9% from water and 2.4% from sewage services.

 

The increase was also a result of the end of the Water Consumption Reduction Incentive Program in April 2016, whose bonuses totaled R$ 33.6 million, while the Contingency Tariff (tax) came to R$ 64.1 million.

 

 

 

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

 

 

 

April to

June 2017

January to

June 2017

April to

June 2016

January to

June 2016

 

 

 

 

 

Revenue from sanitation services

2,901,591

5,930,882

2,723,461

5,294,089

Construction revenue (Note 13 (e))

779,421

1,502,349

897,160

1,522,440

Sales tax

(186,377)

(379,771)

(182,032)

(350,098)

Net revenue

3,494,635

7,053,460

3,438,589

6,466,431

 

 

 

 

71


 
 

Notes to the Interim Financial Information

 

25

Costs and expenses by nature

 

 

 

 

 

 

April to

June 2017

January to

June 2017

April to

June 2016

January to

June 2016

Operating costs

 

 

 

 

Salaries, payroll charges and benefits

512,056

929,479

424,325

810,462

Pension obligations

12,500

23,470

23,303

45,741

Construction costs (Note 13 (e))

764,227

1,471,456

877,387

1,489,773

General supplies

40,078

74,598

41,402

76,398

Treatment supplies

67,543

138,811

66,279

141,376

Outside services

238,199

432,435

206,321

397,650

Electricity

187,390

386,716

242,145

481,736

General expenses

136,727

262,072

109,170

223,366

Depreciation and amortization

282,723

583,822

276,819

541,925

 

2,241,443

4,302,859

2,267,151

4,208,427

 

 

 

 

 

Selling expenses

 

 

 

 

Salaries, payroll charges and benefits

81,568

146,834

67,401

128,103

Pension obligations

1,864

3,467

3,225

6,153

General supplies

845

1,817

808

1,684

Outside services

66,149

126,398

71,070

133,265

Electricity

198

375

203

434

General expenses

22,692

44,478

25,589

45,533

Depreciation and amortization

4,398

6,889

2,251

4,575

Bad debt expense, net of recoveries (Note 8 (c))

35,724

121,860

(35,605)

20,473

 

213,438

452,118

134,942

340,220

 

 

 

 

 

Administrative revenue (expenses)

 

 

 

 

Salaries, payroll charges and benefits

65,142

112,648

46,978

90,965

Pension obligations

42,917

88,576

56,130

114,240

General supplies

684

1,183

469

811

Outside services

45,411

73,680

38,922

67,808

Electricity

279

484

451

1,030

General expenses

80,149

142,950

31,908

122,416

Depreciation and amortization

30,902

59,260

15,112

32,338

Tax expenses

28,430

54,267

23,308

43,864

 

293,914

533,048

213,278

473,472

 

 

 

 

 

Operating costs and expenses

 

 

 

 

Salaries, payroll charges and benefits

658,766

1,188,961

538,704

1,029,530

Pension obligations

57,281

115,513

82,658

166,134

Construction costs (Note 13 (e))

764,227

1,471,456

877,387

1,489,773

General supplies

41,607

77,598

42,679

78,893

Treatment supplies

67,543

138,811

66,279

141,376

Outside services

349,759

632,513

316,313

598,723

Electricity

187,867

387,575

242,799

483,200

General expenses

239,568

449,500

166,667

391,315

Depreciation and amortization

318,023

649,971

294,182

578,838

Tax expenses

28,430

54,267

23,308

43,864

Bad debt expense, net of recoveries (Note 8 (c))

35,724

121,860

(35,605)

20,473

 

2,748,795

5,288,025

2,615,371

5,022,119

 

 

72


 
 

Notes to the Interim Financial Information

 

26

Financial income (expenses)

 

 

 

 

 

 

 

April to

June 2017

January to

June 2017

April to

June 2016

January to

June 2016

Financial expenses

 

 

 

 

Interest and charges on borrowings and financing – local currency

(65,960)

(130,810)

(73,108)

(168,328)

Interest and charges on borrowings and financing – foreign currency

(29,436)

(51,618)

(24,373)

(61,958)

Other financial expenses

(27,982)

(51,233)

(25,165)

(48,104)

Income tax over international remittance

(5,392)

(9,000)

(5,581)

(9,597)

Inflation adjustment on loans and financing

(19,051)

(40,845)

(32,830)

(85,775)

Inflation adjustment on Sabesprev Mais deficit

-

-

(378)

(746)

Other inflation adjustments

(10,011)

(16,944)

(8,870)

(17,114)

Interest and inflation adjustments on provisions

(9,527)

(33,397)

(22,673)

(84,712)

Total financial expenses

(167,359)

(333,847)

(192,978)

(476,334)

 

 

 

 

 

Financial income

 

 

 

 

Inflation adjustment gains

29,409

49,858

37,893

92,597

Income on short-term investments

56,153

111,567

49,952

103,226

Interest income

17,376

25,622

18,813

51,499

Cofins and Pasep

(4,786)

(8,718)

(6,093)

(12,648)

Other

-

442

4,260

10,348

Total financial income

98,152

178,771

104,825

245,022

 

 

 

 

 

Financial income (expenses), net before exchange rate changes

(69,207)

(155,076)

(88,153)

(231,312)

 

 

 

 

 

Net exchange gains (losses)

 

 

 

 

Exchange rate changes on borrowings and financing (i)

(212,077)

(122,635)

460,918

944,214

Other exchange rate changes

-

(54)

(117)

(133)

Exchange gains

68

347

72

111

Exchange rate changes, net

(212,009)

(122,342)

460,873

944,192

 

 

 

 

 

Financial income (expenses), net

(281,216)

(277,418)

372,720

712,880

 

 

 

(i)     The change in expenses mainly reflects the 4.4% appreciation of the U.S. Dollar against the real and the 3.5% appreciation of the Yen in 2017, compared to the depreciation presented in the same period in 2016 (9.8% and 1.4%, respectively).

 

 

73


 
 

Notes to the Interim Financial Information

 

 

27                Other operating income (expenses), net

 

 

April to

June 2017

January to June 2017

April to

June 2016

January to June 2016

 

 

 

 

 

Other net operating income, net

14,586

23,283

22,121

29,750

Other operating expenses

(2,077)

(210)

(5,938)

(8,085)

 

 

 

 

 

Other operating income (expenses), net

12,509

23,073

16,183

21,665

 

 

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

 

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

 

 

28               Commitments

 

The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. Below, the main committed amounts as of June 30, 2017:

 

 

July to December 2017

1-3 years

3-5 years

More than

5 years

Total

Contractual obligations – Expenses

964,544

2,145,446

902,988

2,569.236

6,582,214

Contractual obligations – Investments

1,910,846

2,068,245

892,202

5,472,580

10,343,873

Total

2,875,390

4,213,691

1,795,190

8,041,816

16,926,087

 

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

 

74


 
 
 

Notes to the Interim Financial Information

 
 

29

Supplemental cash flow information

 

 

January to June 2017

January to June 2016

 

 

 

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

1,542,224

1,552,845

 

 

 

Items not affecting cash (see breakdown below)

(871,905)

(698,311)

 

 

 

Total additions to intangible assets as per statement of cash flows

670,319

854,534

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

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

312,016

293,352

Contractors payable

324,701

3,634

Public-Private Partnership – São Lourenço PPP

189,730

353,749

Leases

9,727

10,554

Program contract commitments

4,838

4,355

Construction margin (Notes 13 (f) and 23)

30,893

32,667

Total

871,905

698,311

 

 

30

Events after the reporting period

 

 

·       21th debenture issue

 

As of July 13, 2017, the Company held the 21st issue of unsecured debentures, not convertible into shares, in up to two series, for public distribution, with restricted placement efforts, pursuant to CVM Instruction 476, totaling R$ 500,000. The first series, totaling R$ 150,000, is due in three years and is remunerated by the CDI + 0.60% p.a., while the second series, totaling R$ 350,000, is due in five years and is remunerated by the CDI + 0.90% p.a. The proceeds of the debenture issue will be allocated to refinance financial commitments maturing in 2017 and to recompose the Company’s cash.

 

 

·       Second Ordinary Tariff Revision

 

As of July 27, 2017, the Company submitted an official letter to the Sanitation and Energy Regulatory Agency of the State of São Paulo (ARSESP – Agência Reguladora de Saneamento e Energia do Estado de São Paulo) requesting a seven-day postponement, for the beginning of Step 6 (Development of the Initial Technical Note with Preliminary Tariff P0 and Weighted Average Capital Cost - WACC) and Step 7 (Opening of Public Consultation and Public Hearing - Preliminary Tariff P0 and Weighted Average Capital Cost - WACC) in the schedule established by ARSESP Resolution 725/2017.

 

75


 
 

Notes to the Interim Financial Information

 

 

As of July 31, 2017, pursuant to SABESP’s request, as disclosed in the Material Fact of July 27, 2017, the Sanitation and Energy Regulatory Agency of the State of São Paulo - ARSESP, published a Notice in which:

 

(i)  it grants an additional seven-day term requested for final clarification on the content of the information presented by the Company within the scope of the preliminary step of the 2nd Ordinary Tariff Revision; and

 

(ii)   it announces that it will disclose, by August 7, the amended schedule of SABESP’s 2nd Ordinary Tariff Revision.

 

As of August 7, 2017, the Sanitation and Energy Regulatory Agency of the State of São Paulo (ARSESP) published Resolution 748 with the new schedule of the initial stage of SABESP’s 2nd Tariff Revision.

 

The Preliminary Maximum Average Tariff (Preliminary Tariff P0) will be disclosed and authorized by October 3, 2017, and applied pursuant to Article 39 of Law 11,445/2007.

 

The Final Maximum Average Tariff (Final P0) will be disclosed authorized by April 10, 2018.

 

 

·       State Bill - SABESP’s Corporate Restructuring

 

As of August 2, 2017, the São Paulo State Government ("Government") submitted to the São Paulo State Legislature a Bill that provides for SABESP’s corporate restructuring.

 

The submission of the Bill to the São Paulo State Legislature is a necessary step in the possible capitalization of SABESP and is one of the stages that must be complied with; the first of which already started and announced in the Material Fact disclosed on May 12, 2017 - "Initial Studies for the Company’s Capitalization".

 

 

·       Second Ordinary Tariff Revision – Initial Stage

 

As of August 11, 2017, the Sanitation and Energy Regulatory Agency of the State of de São Paulo - ARSESP, announced the opening of Public Consultation nº 01/2017, referring to the initial stage of SABESP’s Second Ordinary Tariff Revision and disclosed the Preliminary Technical Note NT/F/003/2017 with Preliminary Tariff P0 and Weighted Average Capital Cost (WACC).

 

The main highlights are:

 

Initial Regulatory Remuneration Base – BRRL0

R$ 40.3 billion

WACC

8.01%

Preliminary P0

R$ 3.62652/m³

Tariff Increase Index

4.365%

 

76


 
 

 

 

Comments on the Company’s Projections

 

 

 

Comments on the Company’s projections

 

 

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

 

The projections monitoring occurs on annual basis and are disclosed in the Reference Form.

 

77


 
 

Other Information Deemed as relevant by the Company

 

 

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

 

 

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS,

MANAGEMENT AND OUTSTANDING SHARES

Position as of June 30, 2017

 

Shareholder

Number of Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Controlling Shareholders

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524,285

50.3%

Management

 

 

 

 

Board of Directors

-

-

-

-

Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

4

-

4

0.0%

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,524,289

50.3%

343,524,289

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

339,985,580

49.7%

339,985,580

49.7%

 

 

78


 
 

Other Information Deemed as relevant by the Company

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS,

MANAGEMENT AND OUTSTANDING SHARES

Position as of June 30, 2016

 

Shareholder

Number of Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Controlling Shareholders

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524,285

50.3%

Management

 

 

 

 

Board of Directors

 

-

 

-

Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,524,285

50.3%

343,524,285

50.3%

 

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

 

339,985,584

 

49.7%

 

339,985,584

 

49.7%

 

 

 

2.         SHAREHOLDING POSITION

 

 

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

Company:
CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Position as of June 30, 2017
(shares)

 

Common shares

Total

Shareholder

Number of shares

%

Number of shares

%

 

Treasury Department

 

343,524.285

 

50.3

 

343,524,285

 

50.3

 

 

79


 
 

 

 

 

Reports and Statements / Unqualified Report on Special Review

 

 

Review report on the interim financial statements – ITR

 

 

To the Board of Directors and Shareholders

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

São Paulo – SP

 

Introduction

We have reviewed the interim financial information of Companhia de Saneamento Básico do Estado de São Paulo – SABESP (“The Company”), included in the Quarterly Financial Information – ITR referring to the quarter ended June 30, 2017, comprising the balance sheet as of June 30, 2017 and the statement of income and comprehensive income for the three and six-month periods then ended, and the statements of changes in equity and cash flows for the six-month period then ended, including the explanatory notes.

 

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

 

Review scope

We conducted our review in accordance with the Brazilian and International standards on review engagements NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively. A review of interim financial information consists of making inquiries, primarily of persons responsible for the 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 the auditing standards 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 Quarterly Information Form - ITR referred to above is not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34, issued by the IASB applicable to the preparation of Quarterly Information - ITR, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission - CVM.

 

 

80


 
 

 

 

 

 

Other matters

Statement of value added

We have also reviewed the statements of value added (DVA) for the six-month period ended June 30, 2017, prepared under the responsibility of the Company’s management, whose presentation on the interim financial information is required in accordance with the standards issued by the Brazilian Securities and Exchange Commission – CVM applicable to the preparation of Quarterly Information - ITR, and considered as supplementary information by IFRS, which does not require this disclosure. 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 it is not prepared, in all material respects, in accordance with the interim financial information taken as a whole.

 

 

São Paulo, August 14, 2017

 

 

KPMG Auditores Independentes

CRC 2SP014428/O-6

 

 

(Original report in Portuguese signed by) 

Marcio Serpejante Peppe

Contador CRC 1SP233011/O-8

 

 

 

 

 

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: August 31, 2017
 
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.


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