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___
Company Information | |
Capital Breakdown | 1 |
Cash Proceeds | 2 |
Parent Company’s Financial Statements | |
Statement of Financial Position - Assets | 3 |
Statement of Financial Position - Liabilities | 4 |
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 Company’s Performance | 14 |
Notes to the Interim Financial Information | 21 |
Comments on the Company’s Projections | 77 |
Other Information Deemed as Relevant by the Company | 78 |
Reports and Statements | |
Unqualified Reports on Special Review | 80 |
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
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
(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
(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
(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
(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
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
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
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
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$) | 0.49 | 1.17 | 1.47 | 2.09 | |||||
* Total shares = 683,509,869 |
R$ 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
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
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 |
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
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.
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 |
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.
4.1 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.
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
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.
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
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- |
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
|
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.
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.
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.
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.
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
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
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.
|
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).
|
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
|
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
|
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
The Company is a party to transactions with its controlling shareholder, the State Government, and companies related to it.
|
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) |
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.
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.
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.
The State Government provides guarantees for some borrowings and financing of the Company and does not charge any fee with respect to such guarantees.
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
As of June 30, 2017 and December 31, 2016, SABESP had an outstanding amount payable of R$492 and R$1,853, respectively, for services rendered by São Paulo State Government entities.
As of June 30, 2017 and December 31, 2016, the Company had an amount of R$ 969 related to a free land lent to DAEE (Department of Water and Electricity).
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).
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).
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).
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.
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 |
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.
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
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
(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
|
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.
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.
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.
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
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.
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).
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.
The amortization average rate totaled 4.0% and 3.9% as of June 30, 2017 and 2016, respectively.
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
(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 |
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 |
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 |
- |
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
|
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
(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.
As of March 15, 2017, the Company raised R$ 170,000, corresponding to agreement 15.2.0313.1 - BNDES 2015.
In 2017, funding totaled R$ 20,243, referring to agreement BZ-P19 (JICA 19).
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.
In 2017, the amortization totaled R$ 75,610.
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
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.
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
(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.
|
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
(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 |
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
(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.
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.
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.
Tax claims refer mainly to issues related to tax collections challenged due to differences in the interpretation of legislation by the Company's management.
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.
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
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.
(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
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.
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.
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).
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
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.
(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.
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.
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
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
(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.
|
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
|
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.
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 |
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.
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.
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
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
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% |
SHAREHOLDING POSITION OF HOLDERS OF MORE THAN 5% OF EACH TYPE AND CLASS OF COMPANY SHARES, UP TO THE INDIVIDUAL LEVEL | ||||
Company: |
Position as of June 30,
2017 | |||
|
Common shares |
Total | ||
Shareholder |
Number of shares |
% |
Number of shares |
% |
Treasury Department |
343,524.285 |
50.3 |
343,524,285 |
50.3 |
79
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
Companhia de Saneamento Básico do Estado de São
Paulo - SABESP | ||
By: | /s/ Rui de Britto Álvares
Affonso
|
|
Name:
Rui de Britto Álvares Affonso
Title:
Chief Financial Officer and Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
81