sbsitr2q15_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For August 31, 2015
(Commission File No. 1-31317)
 

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


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



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

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

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

Yes ______ No ___X___

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

 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 

Table of Contents

 

   

Company Information

 

Capital Breakdown

1

Cash Proceeds

2

Parent Company’s Financial Statements

 

Statement of Financial Position Assets

3

Statement of Financial Position Liabilities

4

Statement of Income

6

Statement of Comprehensive Income

7

Statement of Cash Flows

8

Statement of Changes in Equity

 

1/1/2015 to 6/30/2015

10

1/1/2014 to 6/30/2014

11

Statement of Value Added

12

Comments on the Companys Performance

13

Notes to the Financial Statements

19

Comments on the Companys Projections

72

Other Information Deemed as Relevant by the Company

73

Reports and Statements

 

Unqualified Report on Special Review

75

 

 


 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

Company Information / Capital Breakdown

Number of Shares

Current Quarter

(Units)

6/30/2015

Paid-in Capital

 

Common

683,509,869

Preferred

0

Total

683,509,869

Treasury Shares

 

Common

0

Preferred

0

Total

0

 

PAGE: 1 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 
   Company Information / Cash Proceeds

 

Event Approval Proceeds

Date of Payment

Type of Share

Class of Share Earnings per share
     

 

    (Reais / Share)
Board of Directors’ Meeting 3/26/2015 Interest on Shareholders’ Equity

 6/29/2015

Common

  0.36913
           

 

 

 

PAGE: 2 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

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

Code

Description

Current Quarter

6/30/2015

Previous Year

12/31/2014

1

Total Assets

31,120,003

30,355,440

1.01

Current Assets

2,463,266

3,215,445

1.01.01

Cash and Cash Equivalents

803,031

1,722,991

1.01.03

Accounts Receivable

1,273,181

1,156,785

1.01.03.01

Trade Accounts Receivable

1,144,774

1,034,820

1.01.03.02

Other Accounts Receivable

128,407

121,965

1.01.03.02.01

Balances with Related Parties

128,407

121,965

1.01.04

Inventories

55,330

66,487

1.01.06

Recoverable Taxes

112,331

148,768

1.01.06.01

Current Recoverable Taxes

112,331

148,768

1.01.08

Other Current Assets

219,393

120,414

1.01.08.03

Other

219,393

120,414

1.01.08.03.01

Restricted Cash

20,171

19,750

1.01.08.03.02

Financial Asset Held for Trading

86,930

0

1.01.08.03.20

Other Accounts Receivable

112,292

100,664

1.02

Noncurrent Assets

28,656,737

27,139,995

1.02.01

Long-Term Assets

1,220,398

780,362

1.02.01.03

Accounts Receivable

165,243

189,458

1.02.01.03.01

Trade Accounts Receivable

165,243

189,458

1.02.01.06

Deferred Taxes

75,100

209,478

1.02.01.06.01

Deferred Income Tax and Social Contribution

75,100

209,478

1.02.01.08

Receivables from Related Parties

689,267

102,018

1.02.01.08.03

Receivables from Controlling Shareholders

689,267

102,018

1.02.01.09

Other Noncurrent Assets

290,788

279,408

1.02.01.09.04

Escrow Deposits

81,614

69,488

1.02.01.09.05

ANA – National Water Agency

127,855

122,634

1.02.01.09.20

Other Accounts Receivable

81,319

87,286

1.02.02

Investments

85,683

75,262

1.02.02.01

Shareholdings

24,134

21,223

1.02.02.01.04

Other Shareholdings

24,134

21,223

1.02.02.02

Investment Properties

61,549

54,039

1.02.03

Property, Plant and Equipment

307,434

304,845

1.02.04

Intangible Assets

27,043,222

25,979,526

1.02.04.01

Intangible Assets

27,043,222

25,979,526

1.02.04.01.01

Concession Contracts

8,653,155

8,650,531

1.02.04.01.02

Program Contracts

6,626,550

6,082,062

1.02.04.01.03

Service Contracts

11,471,117

10,986,386

1.02.04.01.04

Software License

292,400

260,547

 

       

 

PAGE: 3 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

Parent Company’s Financial Statements/Statement of Financial Position – Liabilities (R$ thousands)

 

Code

Description

Current Quarter

6/30/2015

Previous Year

12/31/2014

2

Total Liabilities

31,120,003

30,355,440

2.01

Current Liabilities

2,892,090

3,480,576

2.01.01

Labor and Social Security Liabilities

353,717

387,971

2.01.01.01

Social Security Liabilities

27,256

38,427

2.01.01.02

Labor Liabilities

326,461

349,544

2.01.02

Trade Accounts Payable

254,389

323,513

2.01.02.01

Domestic Suppliers

254,389

323,513

2.01.03

Tax Liabilities

70,590

74,138

2.01.03.01

Federal Tax Liabilities

62,739

64,209

2.01.03.01.02

PIS-PASEP and COFINS (taxes on revenue) Payable

17,345

0

2.01.03.01.03

INSS (social security contribution) Payable

35,376

33,324

2.01.03.01.20

Other Federal Taxes

10,018

30,885

2.01.03.02

State Taxes Liabilities

0

48

2.01.03.03

Municipal Taxes Liabilities

7,851

9,881

2.01.04

Loans and Financing

859,871

1,207,126

2.01.04.01

Loans and Financing

493,000

484,064

2.01.04.01.01

In Domestic Currency

215,319

245,384

2.01.04.01.02

In Foreign Currency

277,681

238,680

2.01.04.02

Debentures

357,164

714,065

2.01.04.03

Financing through finance lease

9,707

8,997

2.01.05

Other Liabilities

756,379

862,736

2.01.05.01

Payables to Related Parties

2,423

1,569

2.01.05.01.03

Payables to Controlling Shareholders

2,423

1,569

2.01.05.02

Other

753,956

861,167

2.01.05.02.01

Dividends and Interest on Equity Payable

126,887

214,523

2.01.05.02.04

Services Payable

302,680

318,973

2.01.05.02.05

Refundable Amounts

9,264

16,929

2.01.05.02.06

Program Contract Commitments

201,762

189,551

2.01.05.02.07

Private Public Partnership – PPP

38,977

38,047

2.01.05.02.09

Indemnities

9,875

10,516

2.01.05.02.20

Other Payables

64,511

72,628

2.01.06

Provisions

597,144

625,092

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

122,573

120,003

2.01.06.01.01

Tax Provisions

10,157

8,681

2.01.06.01.02

Social Security and Labor Provisions

44,105

48,340

2.01.06.01.04

Civil Provisions

68,311

62,982

2.01.06.02

Other Provisions

474,571

505,089

2.01.06.02.03

Provisions for Environmental Liabilities and Decommissioning

12,724

62,250

2.01.06.02.04

Provisions for Customers

393,907

382,937

2.01.06.02.05

Provisions for Suppliers

67,940

59,902

2.02

Non-Current Liabilities

14,290,019

13,570,461

2.02.01

Loans and Financing

10,231,564

9,578,641

2.02.01.01

Loans and Financing

6,553,578

5,718,135

2.02.01.01.01

In Domestic Currency

1,709,266

1,610,523

2.02.01.01.02

In Foreign Currency

4,844,312

4,107,612

2.02.01.02

Debentures

3,183,949

3,386,913

 

       

 

PAGE: 4 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 Parent Company’s Financial Statements/Statement of Financial Position – Liabilities (R$ thousands)

 

Code

Description

Current Quarter

6/30/2015

Previous Year

12/31/2014

2.02.01.03

Financing through finance lease

494,037

473,593

2.02.02

Other Payables

3,679,621

3,396,565

2.02.02.02

Other

3,679,621

3,396,565

2.02.02.02.04

Pension Plan Liabilities

2,810,893

2,729,598

2.02.02.02.05

Program Contract Commitments

41,790

18,208

2.02.02.02.06

Private Public Partnership – PPP

504,378

330,236

2.02.02.02.07

Indemnities

12,184

8,925

2.02.02.02.08

Labor Liabilities

17,223

23,498

2.02.02.02.09

Deferred COFINS and PASEP

131,135

129,351

2.02.02.02.20

Other Payables

162,018

156,749

2.02.04

Provisions

378,834

595,255

2.02.04.01

Tax, Pension Plan, Labor and Civil Provisions

251,263

285,197

2.02.04.01.01

Tax Provisions

48,589

46,873

2.02.04.01.02

Pension Plan and Labor Provisions

159,442

184,893

2.02.04.01.04

Civil Provisions

43,232

53,431

2.02.04.02

Other Provisions

127,571

310,058

2.02.04.02.03

Provisions for Environmental Liabilities and Decommissioning

63,922

163,347

2.02.04.02.04

Provisions for Customers

62,099

141,237

2.02.04.02.05

Provisions for Suppliers

1,550

5,474

2.03

Equity

13,937,894

13,304,403

2.03.01

Paid-Up Capital

10,000,000

10,000,000

2.03.04

Profit Reserve

3,672,149

3,694,151

2.03.04.01

Legal Reserves

758,141

758,141

2.03.04.08

Additional Dividend Proposed

0

22,002

2.03.04.10

Reserve for Investments

2,914,008

2,914,008

2.03.05

Retained Earnings/Accumulated Losses

655,493

0

2.03.06

Equity Valuation Adjustments

-389,748

-389,748

 

       

 

PAGE: 5 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 Parent Company’s Financial Statements/Statement of Income (R$ thousands)

Code

Description

Current Quarter

4/1/2015 to 6/30/2015

YTD Current Year

1/1/2015 to 6/30/2015

Same Quarter

Previous Year

4/1/2014 to 6/30/2014

YTD Previous Year

1/1/2014 to 6/30/2014

3.01

Revenue from Sales and/or Services

2,822,852

5,291,493

2,754,153

5,546,083

3.02

Cost of Sales and/or Services

-2,105,409

-3,864,086

-1,830,133

-3,508,850

3.02.01

Cost of Sales and/or Services

-1,220,186

-2,402,487

-1,165,916

-2,324,161

3.02.02

Construction Cost

-885,223

-1,461,599

-664,217

-1,184,689

3.03

Gross Profit

717,443

1,427,407

924,020

2,037,233

3.04

Operating Income/Expenses

-233,241

193,057

-479,678

-880,386

3.04.01

Selling Expenses

-146,971

-331,452

-215,232

-371,829

3.04.02

General and Administrative Expenses

-97,932

479,676

-269,704

-470,378

3.04.04

Other Operating Income

35,186

64,469

21,638

38,145

3.04.04.01

Other Operating Income

39,440

73,526

25,091

42,905

3.04.04.02

COFINS and PASEP

-4,254

-9,057

-3,453

-4,760

3.04.05

Other Operating Expenses

-23,409

-20,635

-16,429

-76,005

3.04.05.01

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

-7,539

762

-6,445

-52,092

3.04.05.03

Tax Incentives

-7,770

-7,770

-7,702

-8,567

3.04.05.04

Surplus Cost of Traded Electricity

-6,086

-11,618

0

0

3.04.05.06

Provision for losses - Diadema and Saned

0

0

-1,967

-14,967

3.04.05.20

Other

-2,014

-2,009

-315

-379

3.04.06

Equity in the Earnings (Losses) of Investees

-115

999

49

-319

3.05

Income Before Financial Result and Taxes

484,202

1,620,464

444,342

1,156,847

3.06

Financial Result

155,392

-830,368

-21,577

5,942

3.06.01

Finance Income

125,390

229,778

84,607

181,115

3.06.01.01

Finance Income

125,342

229,171

84,875

181,727

3.06.01.02

Foreign Exchange Gains

48

607

-268

-612

3.06.02

Finance Expenses

30,002

-1,060,146

-106,184

-175,173

3.06.02.01

Finance Expenses

-178,911

-384,534

-190,409

-376,407

3.06.02.02

Foreign Exchange Losses

208,913

-675,612

84,225

201,234

3.07

Earnings Before Income Tax

639,594

790,096

422,765

1,162,789

3.08

Income Tax and Social Contribution

-302,279

-134,603

-120,343

-382,781

3.08.01

Current

-225

-225

-135,474

-412,191

3.08.02

Deferred

-302,054

-134,378

15,131

29,410

3.09

Net Result from Continued Operations

337,315

655,493

302,422

780,008

3.11

Profit/Loss for the Period

337,315

655,493

302,422

780,008

3.99

Earnings per Share - (Reais / Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common Share

0.49350

0.95901

0.44246

1.14118

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common Share

0.49350

0.95901

0.44246

1.14118

 

PAGE: 6 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

Parent Company’s Financial Statements / Statement of Comprehensive Income

 

(R$ thousands)

Code

Description

Current Quarter

4/1/2015 to 6/30/2015

YTD Current Year

1/1/2015 to 6/30/2015

Same Quarter
Previous Year

4/1/2014 to 6/30/2014

YTD Previous Year

1/1/2014 to 6/30/2014

4.01

Net Income for the Period

337,315

655,493

302,422

780,008

4.03

Comprehensive Income for the Period

337,315

655,493

302,422

780,008

 

PAGE: 7 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 
 Parent Company’s Financial Statements/Statement of Cash Flows – Indirect Method (R$ thousands)
 

Code

Description

YTD Current Year
1/1/2015 to 6/30/2015

YTD Previous Year
1/1/2014 to 6/30/2014

6.01

Net Cash from Operating Activities

935,161

1,277,913

6.01.01

Cash from Operations

1,475,712

1,991,784

6.01.01.01

Profit Before Income Tax and Social Contribution

790,096

1,162,789

6.01.01.02

Provision and Inflation Adjustments on Provisions

-171,045

95,467

6.01.01.03

GESP Agreement

-696,283

0

6.01.01.04

Financial Charges from Customers

-111,328

-99,846

6.01.01.05

Residual Value of Written-off Property, Plant and Equipment and Intangible Assets

3,491

1,801

6.01.01.06

Depreciation and Amortization

537,395

482,852

6.01.01.07

Interest on Loans and Financing Payable

232,201

216,351

6.01.01.08

Monetary and Foreign Exchange Change on Loans and Financing

773,054

-139,278

6.01.01.09

Interest and Monetary Change on Liabilities

12,123

10,850

6.01.01.10

Interest and Monetary Change in Assets

-28,367

-5,626

6.01.01.11

Allowance for Doubtful Accounts

47,520

76,328

6.01.01.12

Provision for Consent Decree (TAC)

-43,148

23,986

6.01.01.13

Equity in the Earnings (Losses) of Investees

-999

319

6.01.01.14

Provision for Sabesprev Mais

4,605

3,515

6.01.01.15

Other Provisions/Reversals

-2,298

60,967

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

-3,808

-18,051

6.01.01.17

Gross Margin over Intangible Assets Resulting from Concession Contracts

-31,627

-25,287

6.01.01.18

Pension Plan Liabilities

164,130

144,647

6.01.02

Changes in Assets and Liabilities

-133,788

-18,549

6.01.02.01

Trade Accounts Receivable

-18,269

262,977

6.01.02.02

Balances and Related Party Transactions

13,019

30,566

6.01.02.03

Inventories

11,045

-256

6.01.02.04

Recoverable Taxes

36,437

0

6.01.02.05

Other Accounts Receivable

-12,408

-39,123

6.01.02.06

Escrow Deposits

14,978

10,345

6.01.02.08

Contractors and Suppliers

-15,114

-18,357

6.01.02.09

Payroll, Provisions and Social Contribution

8,894

7,843

6.01.02.10

Pension Plan Liabilities

-82,835

-78,824

6.01.02.11

Taxes and Contributions Payable

11,317

-87,530

6.01.02.12

Services Received

-12,485

28,966

6.01.02.13

Other Liabilities

-16,827

-13,121

6.01.02.14

Provisions

-73,324

-123,598

6.01.02.15

Deferred COFINS/PASEP

1,784

1,563

6.01.03

Other

-406,763

-695,322

6.01.03.01

Interest Paid

-389,020

-307,106

6.01.03.02

Income Tax and Social Contribution Paid

-17,743

-388,216

6.02

Net Cash from Investing Activities

-1,209,437

-1,192,404

6.02.01

Acquisition of Property, Plant and Equipment

-14,784

-52,135

6.02.02

Acquisition of Intangible Assets

-1,196,001

-1,130,122

6.02.03

Increase in Investments

243

-17

6.02.04

Restricted Cash

-421

-10,130

6.02.05

Dividends received

1,526

0

 

       

 

PAGE: 8 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 Parent Company’s Financial Statements/Statement of Cash Flows – Indirect Method (R$ thousands)

 

Code

Description

YTD Current Year
1/1/2015 to 6/30/2015

YTD Previous Year
1/1/2014 to 6/30/2014

6.03

Net Cash from Financing Activities

-645,684

-43,799

6.03.01

Funding – Loans

388,012

795,911

6.03.02

Amortization of Loans

-876,443

-326,390

6.03.03

Payment of Interest on Shareholders’ Equity

-106,985

-467,439

6.03.04

Public-Private Partnership (PPP)

-11,333

-9,921

6.03.05

Program Contract Commitments

-38,935

-35,960

6.05

Increase (Decrease) in Cash and Cash Equivalents

-919,960

41,710

6.05.01

Opening Cash and Cash Equivalents

1,722,991

1,782,001

6.05.02

Closing Cash and Cash Equivalents

803,031

1,823,711

 

       

 

PAGE: 9 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 Parent Company’s Financial Statements/Statement of Changes in Equity - 1/1/2015 to 6/30/2015 (R$ thousands)

 

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

3,694,151

0

-389,748

13,304,403

5.03

Opening Balances

10,000,000

0

3,694,151

0

-389,748

13,304,403

5.04

Capital Transactions with Partners

0

0

-22,002

0

0

-22,002

5.04.08

Additional Dividends Approved

0

0

-22,002

0

0

-22,002

5.05

Total Comprehensive Income

0

0

0

655,493

0

655,493

5.05.01

Net Income for the Period

0

0

0

655,493

0

655,493

5.07

Closing Balances

10,000,000

0

3,672,149

655,493

-389,748

13,937,894

 

               

 

PAGE: 10 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 Parent Company’s Financial Statements/Statement of Changes in Equity - 1/1/2014 to 6/30/2014 (R$ thousands)

 

Code

Description

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/ Accumulated Losses

Other Comprehensive Income

Total Equity

5.01

Opening Balances

6,203,688

124,255

6,736,389

0

-133,531

12,930,801

5.03

Opening Balances

6,203,688

124,255

6,736,389

0

-133,531

12,930,801

5.04

Capital Transactions with Partners

0

0

-42,862

0

0

-42,862

5.04.08

Additional Dividends Approved

0

0

-42,862

0

0

-42,862

5.05

Total Comprehensive Income

0

0

0

780,008

0

780,008

5.05.01

Net Income for the Period

0

0

0

780,008

0

780,008

5.06

Internal Changes in the Shareholders’ Equity

3,796,312

-124,255

-3,672,057

0

0

0

5.06.04

Capitalization of Reserves

3,796,312

-124,255

-3,672,057

0

0

0

5.07

Closing Balances

10,000,000

0

3,021,470

780,008

-133,531

13,667,947

 

               

 

PAGE: 11 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Version: 1

 Parent Company’s Financial Statements/Statement of Value Added (R$ thousands)

 

PBRCode

Description

 

YTD Current Year 1/1/2015 to 6/30/2015

 

YTD Previous Year 1/1/2014 to 6/30/2014

7.01

Revenue

5,570,966

5,845,001

7.01.01

Operating Revenue

4,051,734

4,668,448

7.01.02

Other Revenue

73,526

42,905

7.01.03

Revenue from Construction of Own Assets

1,493,226

1,209,976

7.01.04

Allowance for/Reversal of Doubtful Accounts

-47,520

-76,328

7.02

Inputs Acquired from Third Parties

-2,438,564

-2,566,871

7.02.01

Costs of Sales and Services

-2,292,127

-2,079,367

7.02.02

Materials, Energy, Outsourced Services and Other

-125,802

-411,499

7.02.04

Other

-20,635

-76,005

7.03

Gross Value Added

3,132,402

3,278,130

7.04

Retentions

-537,395

-482,852

7.04.01

Depreciation, Amortization and Depletion

-537,395

-482,852

7.05

Net Value Added Produced

2,595,007

2,795,278

7.06

Value Added Received through Transfer

927,060

180,796

7.06.01

Equity in the Earnings (Losses) of Investees

999

-319

7.06.02

Finance Income

229,778

181,115

7.06.03

Other

696,283

0

7.06.03.01

GESP Reimbursement – Benefits Paid

696,283

0

7.07

Total Value Added to Distribute

3,522,067

2,976,074

7.08

Value Added Distribution

3,522,067

2,976,074

7.08.01

Personnel

986,815

959,765

7.08.01.01

Direct Compensation

643,849

631,107

7.08.01.02

Benefits

276,472

254,575

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

66,494

74,083

7.08.02

Taxes and Contributions

630,092

948,275

7.08.02.01

Federal

581,662

897,965

7.08.02.02

State

33,262

35,867

7.08.02.03

Municipal

15,168

14,443

7.08.03

Value Distributed to Providers of Capital

1,249,667

288,026

7.08.03.01

Interest

1,208,167

249,891

7.08.03.02

Rental

41,500

38,135

7.08.04

Value Distributed to Shareholders

655,493

780,008

7.08.04.03

Retained Earnings/Accumulated Loss for the Period

655,493

780,008

 

       

 

PAGE: 12 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Comments on the Company’s Performance

Version: 1

 

1. Financial highlights

 

 

R$ million

 

2Q15

2Q14

Chg. (R$)

%

1H15

1H14

Chg. (R$)

%

(+) Gross operating revenue

2,047.2

2,224.0

(176.8)

(7.9)

4,051.7

4,668.4

(616.7)

(13.2)

(+) Construction revenue

904.8

678.7

226.1

33.3

1,493.2

1,210.0

283.2

23.4

(-) COFINS and PASEP taxes

129.1

148.6

(19.5)

(13.1)

253.4

332.3

(78.9)

(23.7)

(=) Net operating revenue

2,822.9

2,754.1

68.8

2.5

5,291.5

5,546.1

(254.6)

(4.6)

(-) Costs and expenses

1,465.1

1,650.8

(185.7)

(11.2)

2,254.3

3,166.4

(912.1)

(28.8)

(-) Construction costs

885.2

664.2

221.0

33.3

1,461.6

1,184.7

276.9

23.4

(+) Equity result

(0.1)

-

(0.1)

-

1.0

(0.3)

1.3

(433.3)

(+) Other operating revenue/expenses, net

11.7

5.2

6.5

125.0

43.8

(37.8)

81.6

(215.9)

(=) Earnings before financial result, income tax and social contribution

484.2

444.3

39.9

9.0

1,620.4

1,156.9

463.5

40.1

(+) Financial result

155.4

(21.6)

177.0

(819.4)

(830.3)

5.9

(836.2)

n.m.

(=) Earnings before income tax and social contribution

639.6

422.7

216.9

51.3

790.1

1,162.8

(372.7)

(32.1)

(-) Income tax and social contribution

302.3

120.3

182.0

151.3

134.6

382.8

(248.2)

(64.8)

Net Income

337.3

302.4

34.9

11.5

655.5

780.0

(124.5)

(16.0)

Earnings per share* (R$)

0.49

0.44

 

 

0.96

1.14

 

 

* Total shares = 683,509,869

 

 

 

 

 

 

 

 

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

 

R$ million

 

2Q15

2Q14

Chg. (R$)

%

1H15

1H14

Chg. (R$)

%

Net income

337.3

302.4

34.9

11.5

655.5

780.0

(124.5)

(16.0)

(-) Income tax and social contribution

302.3

120.3

182.0

151.3

134.6

382.8

(248.2)

(64.8)

(+) Financial result

(155.4)

21.6

(177.0)

(819.4)

830.3

(5.9)

836.2

n.m.

(+) Other operating revenues/expenses, net

(11.7)

(5.2)

(6.5)

125.0

(43.8)

37.8

(81.6)

(215.9)

(=) Adjusted EBIT*

472.5

439.1

33.4

7.6

1,576.6

1,194.7

381.9

32.0

(+) Depreciation and amortization

284.1

222.6

61.5

27.6

537.4

482.9

54.5

11.3

(=) Adjusted EBITDA **

756.6

661.7

94.9

14.3

2,114.0

1,677.6

436.4

26.0

(%) Adjusted EBITDA margin

26.8

24.0

 

 

40.0

30.2

 

 

 

(*) Adjusted EBIT is net income before: (i) other operating revenues/expenses; (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 2Q15, net operating revenue, including construction revenue, reached R$ 2.8 billion; a 2.5% increase compared to 2Q14.

Costs and expenses, including construction costs, totaled R$ 2.4 billion, up by 1.5% compared to R$ 2.3 billion recorded in 2Q14.

Adjusted EBIT, in the amount of R$ 472.5 million, grew 7.6% from R$ 439.1 million recorded in the same quarter of the previous year.

Adjusted EBITDA, in the amount of R$ 756.6 million, increased 14.3% from R$ 661.7 million recorded in 2Q14 (R$ 3,355.1 million in the last 12 months).

The adjusted EBITDA margin was 26.8% in 2Q15, versus 24.0% in 2Q14 (30.6% in the last 12 months). Excluding construction revenues and construction costs, the adjusted EBITDA margin was 38.4% in 2Q15 (31.2% in 2Q14 and 42.4% in the last 12 months).

Net income totaled R$ 337.3 million, 11.5% higher than R$ 302.4 million recorded in 2Q14.

 

2. Gross operating revenue

Gross operating revenue from water and sewage, not including construction revenue, totaled R$ 2.0 billion, a drop of R$ 176.8 million or 7.9%, when compared to the R$ 2.2 billion recorded in 2Q14.

The main factors that led to this variation were:

·         Bonus granted within the Water Consumption Reduction Incentive Program, with a R$ 231.0 million impact in 2Q15, versus the R$ 88.1 million granted in 2Q14, leading to a decrease of 6.4% in gross operating revenue;

·         Decrease of 7.5% in the Company’s total billed volume (8.3% in water and 6.3% in sewage); and

·         Decrease in the average billed price, due to the migration of clients to lower volume of consumption ranges.

 
 

PAGE: 13 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Comments on the Company’s Performance

Version: 1

 

 

The decline in gross operating revenue was mitigated by the application of contingency tariff, in the amount of R$123.0 million, and by the application of the following adjustments:

 

·         6.5% repositioning tariff index since December 2014; and

·         15.2% tariff increase (7.8% ordinary tariff adjustment and 6.9% Extraordinary Tariff Revision) since June 2015, with a 1.5% impact in the quarter.

 

 

3. Construction revenue

Construction revenue increased R$ 226.1 million or 33.3%, when compared to 2Q14. The variation was mainly due to higher investments in 2Q15.

 


4. Billed volume

 

The following tables show the water and sewage billed volume, quarter-on-quarter and semester-on-semester, per customer category and region.

                   

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

 

 

Water

 

 

Sewage

 

Water + Sewage

 

Category

2Q15

2Q14

%

2Q15

2Q14

%

2Q15

2Q14

%

Residential

358.0

382.0

(6.3)

301.3

319.2

(5.6)

659.3

701.2

(6.0)

Commercial

39.4

42.7

(7.7)

37.5

40.3

(6.9)

76.9

83.0

(7.3)

Industrial

8.0

9.9

(19.2)

9.7

10.9

(11.0)

17.7

20.8

(14.9)

Public

10.7

13.3

(19.5)

8.4

10.3

(18.4)

19.1

23.6

(19.1)

Total retail

416.1

447.9

(7.1)

356.9

380.7

(6.3)

773.0

828.6

(6.7)

Wholesale

52.4

63.1

(17.0)

5.9

6.6

(10.6)

58.3

69.7

(16.4)

Total

468.5

511.0

(8.3)

362.8

387.3

(6.3)

831.3

898.3

(7.5)

 

1H15

1H14

%

1H15

1H14

%

1H15

1H14

%

Residential

727.0

792.6

(8.3)

609.9

659.5

(7.5)

1,336.9

1,452.1

(7.9)

Commercial

79.9

87.7

(8.9)

75.6

82.3

(8.1)

155.5

170.0

(8.5)

Industrial

16.5

20.1

(17.9)

19.6

22.0

(10.9)

36.1

42.1

(14.3)

Public

21.2

27.1

(21.8)

16.5

20.9

(21.1)

37.7

48.0

(21.5)

Total retail

844.6

927.5

(8.9)

721.6

784.7

(8.0)

1,566.2

1,712.2

(8.5)

Wholesale

105.7

138.5

(23.7)

12.4

13.1

(5.3)

118.1

151.6

(22.1)

Total

950.3

1,066.0

(10.9)

734.0

797.8

(8.0)

1,684.3

1,863.8

(9.6)

                   

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

 

Water

 

 

Sewage

 

 

Water + Sewage

 

Region

2Q15

2Q14

%

2Q15

2Q14

%

2Q15

2Q14

%

Metropolitan

267.1

292.8

(8.8)

231.7

251.2

(7.8)

498.8

544.0

(8.3)

Regional (2)

149.0

155.1

(3.9)

125.2

129.5

(3.3)

274.2

284.6

(3.7)

Total retail

416.1

447.9

(7.1)

356.9

380.7

(6.3)

773.0

828.6

(6.7)

Wholesale

52.4

63.1

(17.0)

5.9

6.6

(10.6)

58.3

69.7

(16.4)

Total

468.5

511.0

(8.3)

362.8

387.3

(6.3)

831.3

898.3

(7.5)

 

1H15

1H14

%

1H15

1H14

%

1H15

1H14

%

Metropolitan

535.0

601.9

(11.1)

462.6

514.1

(10.0)

997.6

1,116.0

(10.6)

Regional (2)

309.6

325.6

(4.9)

259.0

270.6

(4.3)

568.6

596.2

(4.6)

Total retail

844.6

927.5

(8.9)

721.6

784.7

(8.0)

1,566.2

1,712.2

(8.5)

Wholesale

105.7

138.5

(23.7)

12.4

13.1

(5.3)

118.1

151.6

(22.1)

Total

950.3

1,066.0

(10.9)

734.0

797.8

(8.0)

1,684.3

1,863.8

(9.6)

 

   (1) Unaudited

 

   (2) Including coastal and interior region

 

 

PAGE: 14 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Comments on the Company’s Performance

Version: 1

 

 

5. Costs, administrative and selling expenses

In 2Q15, costs, administrative and selling expenses, grew 1.5% (R$ 35.3 million). Excluding construction costs, total costs and expenses dropped 11.2%. As a percentage of net revenue, cost and expenses were 84.1% in 2Q14 and 83.3% in 2Q15.

R$ million

 

2Q15

2Q14

Chg. (R$)

%

1H15

1H14

Chg. (R$)

%

Payroll and benefits

528.8

551.4

(22.6)

(4.1)

1,063.4

1,048.1

15.3

1.5

Supplies

43.1

46.9

(3.8)

(8.1)

91.7

94.1

(2.4)

(2.6)

Treatment supplies

63.6

64.6

(1.0)

(1.5)

135.9

134.3

1.6

1.2

Services

270.0

351.6

(81.6)

(23.2)

566.0

666.2

(100.2)

(15.0)

Electric power

208.3

144.5

63.8

44.2

367.4

284.5

82.9

29.1

General expenses

48.7

190.0

(141.3)

(74.4)

103.1

342.7

(239.6)

(69.9)

Tax expenses

18.3

17.6

0.7

4.0

38.2

37.3

0.9

2.4

São Paulo state government reimbursement

-

-

-

-

(696.3)

-

(696.3)

-

Sub-total

1,180.8

1,366.6

(185.8)

(13.6)

1,669.4

2,607.2

(937.8)

(36.0)

Depreciation and amortization

284.1

222.6

61.5

27.6

537.4

482.9

54.5

11.3

Credit write-offs

0.2

61.6

(61.4)

(99.7)

47.5

76.3

(28.8)

(37.7)

Sub-total

284.3

284.2

0.1

0.0

584.9

559.2

25.7

4.6

Costs and expenses

1,465.1

1,650.8

(185.7)

(11.2)

2,254.3

3,166.4

(912.1)

(28.8)

Construction costs

885.2

664.2

221.0

33.3

1,461.6

1,184.7

276.9

23.4

Costs, adm., selling and construction expenses

2,350.3

2,315.0

35.3

1.5

3,715.9

4,351.1

(635.2)

(14.6)

% of net revenue

83.3

84.1

 

 

70.2

78.5

 

 

 

 

5.1. Payroll and benefits

 

In 2Q15 payroll and benefits dropped R$ 22.6 million or 4.1%, due to the following:

 

·       R$ 15.9 million in provisions for severance payments (TAC); and

·       R$ 10.7 million in expenses related to the Profit Sharing Program, due to a higher reversion of provision in 2Q15, as a result of achievements lower than the targets estimated for the period.

 

The average wage increase of 6.8%, since May 2014 and of 9.7% since May 2015 were offset by the 4.4% drop in the number of employees, that reduced from 14,799 in 2Q14 to 14,147 this quarter.

 

 

5.2. Supplies

 

In 2Q15, expenses with supplies decreased R$ 3.8 million or 8.1%, from R$ 46.9 million to R$ 43.1 million, mostly due to lower use of materials in preventive and corrective maintenance in several water and sewage systems, thus, resulting in a reduction of R$ 3.0 million.

 

 

5.3. Services

 

Services expenses, in the amount of R$ 270.0 million, dropped R$ 81.6 million or 23.2%, in comparison to R$351.6 million in 2Q14. The main factors were:

·         Advertising campaigns, in the amount of R$ 38.3 million, mainly due to the intensification in 2Q14, for the rational use of water;

·         Estimate of service expenses, totaling R$ 22.1 million, especially due to the lower expense related to advertising campaigns in 2Q15; and

·         Expenses with risk contracts for credit recovery, in the amount of R$ 7.8 million.

 

 

5.4. Electric power

 

Electric power expenses totaled R$ 208.3 million, an increase of R$ 63.8 million or 44.2% in comparison to the R$ 144.5 million in 2Q14, chiefly due to the following.

·         Average increase of 82.0% in the regulated market tariffs (ACR), with a 10.3% decrease in consumption; and

·         Average increase of 210.4% in the grid market tariffs (TUSD).

 

PAGE: 15 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Comments on the Company’s Performance

Version: 1

 

The regulated market (ACR) accounts for 69.2% of the total electric power consumed by the Company, while the grid market represents 11.5% of total consumption.


5.5. General expenses

 

General expenses dropped R$ 141.3 million or 74.4%, totaling R$ 48.7 million, versus the R$ 190.0 million recorded in 2Q14 mainly due to:

·         R$ 117.8 million decrease in the provision for lawsuits; and

·         Lower provision for the Municipal Fund for Environmental Sanitation and Infrastructure, in the amount of R$ 13.3 million, as a result of the decrease in revenues with the municipality of São Paulo.

 

5.6. Depreciation and amortization

 

R$ 61.5 million increase or 27.6%, reaching R$ 284.1 million in comparison to the R$ 222.6 million recorded in 2Q14, mostly related to the addition intangible assets in operation.

 

5.7. Credit write-offs

 

Credit write-offs decreased R$ 61.4 million, especially due to higher allowance for losses occurred in 2Q14, in municipalities served with water on wholesale basis.

 

 

6. Other operating revenues and expenses, net

 

Other net operational revenues and expenses reported an upturn of R$ 6.5 million, mainly due to the gain from selling surplus energy in 2Q15, in the amount of R$ 9.7 million.

 

 

7. Financial result

 

 

 

 

 

R$ million

 

2Q15

2Q14

Chg.

%

Financial expenses, net of revenues

(64.5)

(74.4)

9.9

(13.3)

Net monetary and exchange variation

219.9

52.8

167.1

316.5

Financial result

155.4

(21.6)

177.0

(819.4)

 

7.1. Financial revenues and expenses

 

 

 

 

 

 

 

 

R$ million

 

2Q15

2Q14

Chg.

%

Financial expenses

 

 

 

 

Interest and charges on international loans and financing

(25.1)

(23.1)

(2.0)

8.7

Interest and charges on domestic loans and financing

(81.0)

(79.9)

(1.1)

1.4

Other financial expenses

(48.9)

(45.3)

(3.6)

7.9

Total financial expenses

(155.0)

(148.3)

(6.7)

4.5

Financial revenues

90.5

73.9

16.6

22.5

Financial expenses net of revenues

(64.5)

(74.4)

9.9

(13.3)

 

7.1.1. Financial expenses

 

Financial expenses grew R$ 6.7 million. The main reasons were:

 

 

 

 

 

·         R$ 3.3 million upturn in other financial expenses, mainly due to the increased recognition of interest arising from the startup of a sewage treatment station, financed through leasing; and

·         R$ 2.0 million increase in interest and charges on international loans and financing, especially due to the total debt increase, resulting from new funding.

 

PAGE: 16 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Comments on the Company’s Performance

Version: 1

 

7.1.2. Financial revenues

 

Financial revenues increased R$ 16.6 million, due to interest mainly over instalment agreement in 2Q15.

 

 

7.2. Monetary and exchange rate variation on assets and liabilities

 

 

 

 

 

 

R$ million

 

2Q15

2Q14

Chg.

%

Currency exchange variation on loans and financing

208.9

84.2

124.7

148.1

Monetary variation on loans and financing

(41.6)

(28.9)

(12.7)

43.9

Other monetary variations

17.8

(13.1)

30.9

(235.9)

Monetary/exchange rate variation on liabilities

185.1

42.2

142.9

338.6

Monetary/exchange rate variation on assets

34.8

10.6

24.2

228.3

Monetary/exchange rate variation, net

219.9

52.8

167.1

316.5

 

 

7.2.1. Monetary/exchange rate variation on liabilities

 

The effect on the monetary/currency exchange variation on liabilities in 2Q15 was R$ 142.9 million, higher than in 2Q14, especially due to:

 

·         An increase of R$ 124.7 million in expenses with exchange rate change on loans and financing, due to a higher depreciation of the US dollar and the Yen versus the Brazilian Real in 2Q15 (3.3% and 5.0%, respectively), when compared to the depreciation recorded in 2Q14 (2.7% and 1.0%, respectively);

·         R$ 30.9 million decrease in other monetary variation expenses, chiefly due to the reversion of R$ 25.6 million regarding provision for lawsuits in 2T15; and

·         An upturn of R$ 12.7 million in expenses with monetary variation on loans and financing, due to the increase in the IPCA in 2Q15 compared to 2Q14 (2.26% and 1.54%, respectively).

 

7.2.2. Monetary/Exchange rate variation on assets

 

R$ 24.2 million increase, mainly due to the monetary updates on judicial deposits.

 

 

8. Income tax and social contribution

Recorded an R$ 182.0 million upturn, due to the increase in taxable income in 2Q15 and to the impacts of deferred income tax and social contribution, versus 2Q14.

 

 

 

PAGE: 17 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Comments on the Company’s Performance

Version: 1

 

 

9. Indicators



 

9.1. Operating

 

As a result of the water crisis, there was a substantial reduction in the water production volume, down by 14.6% in the quarter and 18.1% in the semester.

 

There was also a substantial decline in the index that measures water losses per connection per day (IPDT) which came to 272 liters/connection x day versus 356 liters/connection x day on the same period last year.


This reduction was the result not only of loss control initiatives, but also of the water crisis and the consequent need to reduce the network pressure as a demand management mechanism.

 

 

Operating indicators *

2Q15

2Q14

%

Water connections (1)

8,310

8,100

2.6

Sewage connections (1)

6,753

6,542

3.2

Population directly served - water (2)

25.4

25.1

1.2

Population directly served - sewage (2)

22.6

22.1

2.3

Number of employees

14,147

14,799

(4.4)

Water volume produced - quarter (3)

606

710

(14.6)

Water volume produced - semester (3)

1,219

1,488

(18.1)

IPM - Measured water loss (%)

28.5

30.8

(7.5)

IPDt (liters/connection x day)

272

356

(23.6)

 

(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

 

 

9.2. Financial

Economic Indexes * (quarter end)

2Q15

2Q14

Amplified Consumer Price Index (IPCA) - %

2.26

1.54

Referential Rate (TR) - %

0.40

0.15

Interbank Deposit Certificate (CDI) - %

13.64

10.80

US DOLAR (R$)

3.1026

2.2025

YEN (R$)

0.02541

0.0218

(*) Unaudited

 

 

 

 

10. Loans and financing

 

On June 24, 2015, the Company fully redeemed the 16th debenture issue, totaling R$ 500 million. No premium was paid.

 

 

11. Capex

In the second quarter of 2015, R$ 969.6 million were invested, totaling R$ 1.5 billion investments in the first six months of 2015.

 

PAGE: 18 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

1                    Operations

 

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

 

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

 

On June 30, 2015, the Company operated water and sewage services in 364 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 364 municipalities. On June 30, 2015, the Company had 366 contracts.

 

SABESP is not temporarily operating in some municipalities due to judicial orders. The lawsuits in progress refer to Álvares Florence, Cajobi, Embaúba, Iperó and Macatuba, and the carrying amount of these municipalities' intangible assets was R$11,328 on June 30, 2015 (R$11,328 on December 31, 2014).

 

As of June 30, 2015, 53 concession agreements had expired and are being negotiated. From June 30, 2015 to 2030, 37 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, 2015, 276 program and services contracts were signed (274 contracts on December 31, 2014).

 

As of June 30, 2015, the carrying amount of the underlying assets used in the 53 concessions of the municipalities under negotiation totaled R$6,195,595, accounting for 22.91% of the total, and the related gross revenue for the six-month period then ended totaled R$920,940, accounting for 16.61% of the total.

 

The Company's operations are concentrated in the municipality of São Paulo, which represents 49.15% of the gross revenues on June 30, 2015 (49.79% on June 30, 2014) and 42.42% of intangible assets (42.29% on December 31, 2014).

 

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.

 

Also, on June 23, 2010, the State of São Paulo, the city 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:

 

PAGE: 19 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

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

ii. capture, transport and treat of water;

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

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

 

In the municipality of Santos, in the Santos coast region, which has a significant population, the Company operates under an authorization by public deed, a situation similar to other municipalities in that region and in the Ribeira valley, where the Company started to operate after the merger of the companies that formed it. As of June 30, 2015, the carrying amount of the municipality of Santos’ intangible assets was R$362,367 (R$205,261 on December 31, 2014) and gross revenue in the six-month period ended June 30, 2015 was R$132,720 (R$117,885 on June 30, 2014).

 

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

 

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

 

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

 

The Company's shares have been listed in the Novo Mercado (New Market) segment of BM&FBovespa 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. In 2007, SABESP adhered to the Corporate Sustainability Index, or ISE of BM&FBovespa, which reflects the high level of commitment with sustainable development and social practices.

 

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.

 

Water shortage – the Company’s operations have been influenced by the lowest rainfall and inflow never seen in 85 years, especially at the reservoirs composing the Cantareira System which, under usual conditions, is in charge for direct supply of approximately 8.8 million people. During the rainy season, from October 2014 to January 2015, rainfall remained below average, despite above average from February to March 2015. The expectation was that the water volume stored at the Cantareira System would recover, however, as the levels were already low due to the lack of rainfall during Summer in 2013 and 2014, rainfall index in the region, during the rainy season from October 2014 to March 2015, was not sufficient to recover the reservoirs, whose levels are below than the one seen in the historical series. To face this situation and ensure that the water supply is not interrupted, the Company has been adopting several measures, such as:

 

PAGE: 20 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

·         Using pumps to remove water below the catchment level of the Cantareira System, the so-called  “technical reserve”, which had never been used before to supply the population;

·         Offering discounts (bonus) to consumers, whose volume consumed is below the average stipulated;

·         Using water from other producing systems to serve consumers previously supplied by the Cantareira System;

·         Intensifying the advertising campaigns towards the rational use of water;

·         Reducing pressure in the distribution network, in order to prevent water losses;

·         Reducing the water volume sold to municipalities which operate their own distribution networks;

·         Making investments earlier than the planned time to expand water safety; and

·         Implementing the contingency tariff for consumers whose volume consumed is above the average stipulated.

 

The water reservation volume at the reservoirs relies on several factors, such as levels of rain, temperature and atmospheric humidity, as well as the type and humidity of soil in water sources regions.

 

This scenario of water shortage also had adverse financial effects for the Company. As a result, since 2014 up to date, the Company has taken decisions to minimize these effects, including:

 

• Rearrangement of investments,

• Expense budget reduction,

• Negotiation of overdue receivables (the Company sent a list of 22 municipalities with unpaid water bills to the State CADIN, including those municipalities served by wholesale);

• Contracting guarantee insurance for escrow deposits; and

• Application of the extraordinary tariff revision since June 2015.

 

The Company’s Management expects that the operating cash generation estimated for 2015 and the lines of credit available for investments will be sufficient to meet its short-term liabilities and not compromise the actions required to overcome the water shortage, thus preserving its consumers’ supply.

 

The interim financial information was approved by the Board of Directors on August 13, 2015.

 

PAGE: 21 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

2                   Basis of preparation and presentation of the financial statements

 

 

(i)     Presentation of the quarterly financial information

 

The quarterly financial information as of June 30, 2015, 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, 2015, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the financial statements as of December 31, 2014, 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.

 

 

3                   Accounting policies

 

The accounting policies used in the preparation of the quarterly financial information for the quarter ended June 30, 2015 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2014. These policies are disclosed in Note 3 to the Annual Financial Statements.

 

 

4                   Risk Management

 

4.1   Financial Risk Management

Financial risk factors

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

 

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

 

(a)          Market risk  

Foreign currency risk

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

 

PAGE: 22 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

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 loans and financing raised in the market and related financial expenses. The Company does not maintain hedge or swap contracts or any derivative financial instrument to hedge against this risk, but conducts an active management of debt, taking advantage of opportunities to change expensive debts with “cheaper” debts, reducing the cost through early maturity.

 

A significant amount of the Company’s financial debt is indexed to the U.S. dollar and Yen, in the total amount of R$5,140,060 on June 30, 2015 (R$4,363,898 on December 31, 2014). Below, the Company’s exposure to foreign exchange risk:

 

 

June 30, 2015

December 31, 2014

 

Foreign currency

R$

Foreign currency

R$

 

 

 

 

 

Loans and financing– US$

1,222,531

3,793,025

1,231,188

3,270,282

Loans and financing – Yen

51,854,547

1,317,624

48,066,910

1,068,527

Interest and charges from loans and financing – US$

 

20,246

 

17,703

Interest and charges from loans and financing– Yen

 

9,165

 

7,386

Total exposure

 

5,140,060

 

4,363,898

Financing cost

 

(18,067)

 

(17,606)

Total loans in foreign currency (Note 15)

 

5,121,993

 

4,346,292

 

 

The 18% increase in foreign currency-denominated debt from December 31, 2014 to June 30, 2015 was mainly due to the following:

 

1)      Exchange rate changes, since the US dollar appreciated 16.8% from R$2.6562 on December 31, 2014 to R$3.1026 on June 30, 2015. The US dollar-denominated debt accounts for 74% of foreign currency-denominated debts; and

2)        An 8% increase in Yen-denominated debt and 14% increase in the Yen.

 

On June 30, 2015, if the Brazilian real had depreciated or appreciated by 10% against the US dollar and Yen with all other variables held constant, effects on results before taxes on the six-month period ended June 30, 2015 would have been R$514,006 (R$436,390 on December 31, 2014), lower or higher, mainly as a result of foreign exchange losses or gains on the translation of foreign currency-denominated loans.

 

Scenario I below presents the effect in 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.

 

PAGE: 23 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

Scenario I (Probable)

Scenario II (+25%)

Scenario III (+50%)

 

(*)

 

 

Net currency exposure on June 30, 2015 (Liabilities) in US$

1,222,531

1,222,531

1,222,531

 

 

 

 

US$ rate on June 30, 2015

3.1026

3.1026

3.1026

Exchange rate estimated according to the scenario

3.3700

4.2125

5.0550

Difference between the rates

(0.2674)

(1.1099)

(1.9524)

 

 

 

 

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

(326,905)

(1,356,887)

(2,386,870)

 

 

 

 

Net currency exposure on June 30, 2015 (Liabilities) in Yen

51,854,547

51,854,547

51,854,547

 

 

 

 

Yen rate on June 30, 2015

0.02541

0.02541

0.02541

Exchange rate estimated according to the scenario

0.02691

0.03363

0.04036

Difference between the rates

(0.00150)

(0.00822)

(0.01495)

 

 

 

 

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

(77,782)

(426,244)

(775,225)

 

 

 

 

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

(404,687)

(1,783,131)

(3,162,095)

 

 

 

 

(*)The probable scenario in foreign currency (US dollar and Yen) considered the average exchange rate for the 12-month period after June 30, 2015, according to BM&FBovespa.

 

 

Interest rate risk

 

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

 

PAGE: 24 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

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

 

 

June 30, 2015

December 31, 2014

 

 

 

TR(i)

1,632,987

1,578,250

CDI(ii)

1,117,191

1,712,010

TJLP(iii)

1,064,772

1,059,074

IPCA(iv)

1,572,117

1,492,320

LIBOR(v)

2,259,826

1,953,989

Interest and charges

96,630

133,776

Total

7,743,523

7,929,419

 

(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

 

As of June 30, 2015, if interest rates on loans and financing denominated in Brazilian reais had been 1% higher or lower with all other variables held constant, the effects on profit for the six-month period ended June 30, 2015, before taxes would have been R$77,435 (R$79,294 on December 31, 2014) lower or higher.

 

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

 

(b)         Credit risk

 

Credit risk arises from cash and 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 on June 30, 2015 are the carrying amounts of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade accounts receivable and accounts receivable from related parties. See additional information in Notes 6, 7, 8 and 9.

 

PAGE: 25 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

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

 

 

June 30, 2015

December 31, 2014

Cash at bank and short-term bank deposits

 

 

AAA(bra)

802,414

1,722,347

Other (*)

617

644

 

803,031

1,722,991

 

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

 

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

                                                                                                       

Banks

Fitch

Moody's

Standard Poor's

 

 

 

 

Banco do Brasil S.A.

AAA (bra)

Aaa.br

-

Banco Santander Brasil S.A.

AAA (bra)

Aaa.br

brAAA

Brazilian Federal Savings Bank

AAA (bra)

Aaa.br

brAAA

Banco Bradesco S.A.

AAA (bra)

Aaa.br

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

Aaa.br

brAAA

 

 

(c)                         Liquidity risk

 

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

 

PAGE: 26 of 76


 
 

 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

 

July to December 2015

2016

2017

2018

2019

2020 onwards

Total

As of June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Loans and financing

508,194

1,780,852

1,860,473

1,421,382

1,475,028

7,878,918

14,924,847

Accounts payable to suppliers and contractors

254,389

-

-

-

-

-

254,389

Services payable

302,680

-

-

-

-

-

302,680

Public-private partnership – PPP (*)

23,019

46,038

46,038

285,104

285,104

4,658,234

5,343,537

Program contract commitments

180,788

52,583

11,082

622

832

17,185

263,092

 

(*)The Company also considered future commitments (construction not yet performed) not yet 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 loan 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 this clause.

 

(d)     Other price risks

 

The Company is exposed to the price risk of investment in equity instruments of Companhia de Transmissão de Energia Elétrica Paulista – CTEEP, solely held for trading purposes in the short term.

 

Sensitivity analysis of equity instruments price

 

The sensitivity analysis was determined based on the exposure to the equity instruments price at the end of the reporting period.

 

If the equity instrument price were 10% lower, the profit for the quarter ended June 30, 2015 would decrease by R$5,737,  net of taxes.

 

(e)   Sensitivity analysis on interest rate risk

 

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

 

The purpose of the sensitivity analysis is 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 above, due to the estimates used in the measurement.

 

PAGE: 27 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

June 30, 2015

Indicators

Exposure

Scenario I (Probable) (i)

Scenario II

25%

Scenario III

50%

 

 

 

 

 

Assets

 

 

 

 

CDI

740,479

13.2100%(*)

16.5125%(***)

19.8150%

Financial income

 

97,817

122,272

146,726

 

 

 

 

 

Liabilities

 

 

 

 

CDI

(1,117,191)

13.2100%(*)

16.5125%(***)

19.8150%

Interest to be incurred

 

(147,581)

(184,476)

(221,371)

 

 

 

 

 

CDI net exposure

(376,712)

(49,764)

(62,204)

(74,645)

 

 

 

 

 

Liabilities

 

 

 

 

TR

(1,632,987)

0.0198%(*)

0.0248%

0.0297%

Expenses to be incurred

 

(323)

(405)

(485)

 

 

 

 

 

IPCA

(1,572,117)

5.5000%(*)

6.8750%

8.2500%

Expenses to be incurred

 

(86,466)

(108,083)

(129,700)

 

 

 

 

 

TJLP

(1,064,772)

6.0000%(*)

7.5000%

9.0000%

Interest to be incurred

 

(63,886)

(79,858)

(95,829)

 

 

 

 

 

LIBOR

(2,259,826)

0.4913%(**)

0.6141%

0.7369%

Interest to be incurred

 

(11,103)

(13,878)

(16,653)

 

 

 

 

 

Total net expenses to be incurred

 

(211,542)

(264,428)

(317,312)

 

 

 

 

 

(*) Source: Focus Report – BACEN, June 30, 2015

(**) Source: Bloomberg

(***) Scenario with a 25% and 50% increase, as the Company’s net exposure in CDI is negative

 

 

 

(i) Refers to the scenario of interest to be incurred for the 12 months as of June 30, 2015 or until the maturity of the agreements, whichever is shorter.

 

4.2  Capital management

 

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

 

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

 

PAGE: 28 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

 

June 30, 2015

December 31, 2014

 

 

 

Total loans and financing (Note 15)

11,091,435

10,785,767

(-)Cash and cash equivalents (Note 6)

(803,031)

(1,722,991)

 

 

 

Net debt

10,288,404

9,062,776

Total equity

13,937,894

13,304,403

 

 

 

Total capital

24,226,298

22,367,179

 

 

 

Leverage ratio

42%

41%

 

The leverage ratio increased from the 41% as of December 31, 2014 to 42% on June 30, 2015, due to the increased in foreign-currency denominated loans and financing as a result of the foreign exchange rate variation in 2015.

 

4.3  Fair value estimates

 

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

 

4.4  Financial Instruments

 

As of December 31, 2014 the Company  had neither financial assets classified as held to maturity, available for sale and fair value through profit or loss nor financial liabilities classified as fair value through profit or loss. In the second quarter of 2015, the Company received CTEEP’s shares, which were classified as financial asset held for trading and are recognized at fair value through profit or loss. This is the only change in financial instruments classifications when compared to the year ended December 31, 2014. The Company’s financial instruments included in the loans and receivables category comprise cash and cash equivalents, trade accounts receivable, balances with related parties, other accounts receivable, balances receivable from the Water National Agency – ANA, and the financial instruments under other liabilities category are comprised of balance payable to contractors and suppliers, loans and financing, 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.

 

The estimated fair values of financial instruments are as follows:

 

PAGE: 29 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

Financial assets

 

 

June 30, 2015

December 31, 2014

 

Carrying amount

Fair value

Carrying amount

Fair value

Cash and cash equivalents

803,031

803,031

1,722,991

1,722,991

Restricted cash

20,171

20,171

19,750

19,750

Trade accounts receivable

1,310,017

1,310,017

1,224,278

1,224,278

Water National Agency – ANA

127,855

127,855

122,634

122,634

Financial asset held for trading

86,930

86,930

-

-

Other accounts receivable

193,611

193,611

187,950

187,950

 

 

Additionally, SABESP has financial instrument assets receivable from related parties, in the amount of R$817,674 as of June 30, 2015 (R$223,983 as of December 31, 2014), 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 in Note 10 to the annual financial statements as of December 31, 2014. Part of this balance, totaling R$747,111 (R$155,493 on December 31, 2014), refers to reimbursement from additional retirement and pension plan - G0 which 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, 2015

December 31, 2014

 

Carrying amount

Fair value

Carrying amount

Fair value

Loans and financing

11,091,435

10,706,227

10,785,767

10,641,611

Accounts payable to suppliers and contractors

254,389

254,389

323,513

323,513

Services payable

302,680

302,680

318,973

318,973

Program contract commitments

243,552

243,552

207,759

207,759

Public-private partnership - PPP

543,355

543,355

368,283

368,283

 

The criteria adopted to obtain the fair values of loans and financing, in preparing the interim financial information as of June 30, 2015, are consistent with those adopted in the Annual Financial Statements for the fiscal year ended December 31, 2014. 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 statement of financial position 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 periods, their nature and maturity terms.

 

 

PAGE: 30 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

5                   Critical accounting estimates and judgments

 

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

 

The main accounting estimates and judgments are disclosed in Note 6 to the Annual Financial Statements as of December 31, 2014.

 

 

6                   Cash and Cash Equivalents

 

 

June 30, 2015

December 31, 2014

 

 

 

Cash and banks

62,552

118,226

Cash equivalents

740,479

1,604,765

 

803,031

1,722,991

 

 

 

 

Cash and cash equivalents include cash, bank deposits and high-liquidity short-term financial investments, mainly represented by repurchase agreements (accruing CDI interest rates), deposited at 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.

 

The average yield of financial investments corresponds to 99.30% of CDI in June 2015 (99.68% in December 2014).

 

 

7                    Restricted cash

 

 

 

June 30, 2015

December 31, 2014

 

 

 

Agreement with the municipal government of São Paulo (i)

9,759

9,176

Funds raised with BNDES (ii)

6,737

6,433

Other

3,675

4,141

 

20,171

19,750

 

 

 

(i)      Agreement with the municipal government of São Paulo where the Company transfers 7.5% of the Municipal revenue to the Municipal Fund;

 

(ii)    Refers to funds raised with the Brazilian Development Bank– BNDES, awaiting the authorization for use.

 

PAGE: 31 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

8                   Trade Accounts Receivable

 

(a)Financial position balances

 

 

June 30, 2015

December 31, 2014

Private sector:

 

 

General and special customers (i) (ii)

931,132

852,815

Agreements (iii)

293,605

291,367

 

 

 

 

1,224,737

1,144,182

Government entities:

 

 

Municipal

545,361

533,984

Federal

6,665

4,671

Agreements (iii)

189,738

192,253

 

 

 

 

741,764

730,908

Wholesale customers – Municipal governments: (iv)

 

 

Guarulhos

833,103

776,674

Mauá

390,706

366,515

Mogi das Cruzes

2,149

2,092

Santo André

821,936

787,305

São Caetano do Sul

1,871

1,779

Diadema (*)

222,671

224,433

 

 

 

Total wholesale customers – Municipal governments

2,272,436

2,158,798

 

 

 

Unbilled supply

389,549

354,678

 

 

 

Subtotal

4,628,486

4,388,566

Allowance for doubtful accounts

(3,318,469)

(3,164,288)

 

 

 

Total

1,310,017

1,224,278

 

 

 

Current

1,144,774

1,034,820

Noncurrent

165,243

189,458

 

 

 

 

1,310,017

1,224,278

 

 

 

PAGE: 32 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

(*)On March 18, 2014, the State of São Paulo, the municipality of Diadema and SABESP entered into a “Water Supply and Sewage Public Utility Services Agreement” in the municipality of Diadema. Through this contract, the State of São Paulo and the municipality of Diadema have ensured to SABESP (or subsidiary) exclusive rights to render services for a 30-year term.

 

On this same date, judicial settlements were signed in lawsuits filed by SABESP against the municipality of Diadema and Saned – a municipal company. Through these settlements, SABESP, the municipality of Diadema and Saned agree to suspend the execution of suits to collect receivables related to water supply at wholesale and collection of indemnity debt. The debts will progressively decrease throughout a 30-year period, under the condition that there is a full compliance with the agreements and provision of services contract.

                                                

This balance is fully accrued as losses.

 

Additionally, in compliance with the judicial settlements signed between SABESP and the Municipality of Diadema on March 25, 2015, SABESP and Saned entered into a Share Purchase Agreement with Empresa de Água e Esgoto de Diadema S.A. (“EAED”) – a wholly-owned subsidiary of Saned.

 

On June 4, 2015, SABESP acquired the total shares of EAED, resulting in the write-off of trade accounts receivable and allowance for doubtful accounts with the municipality of Diadema, totaling R$1,762. Additionally, SABESP’s quarterly information comprises the net balance of assets and liabilities acquired from EAED in the amount of R$975, basically referring to property, plant and equipment, and liabilities related to employees. As these assets have no independent operating activity and were used to settle Diadema’s commitments with the Company, they are not characterized as business acquisition, as per Technical Pronouncement CPC 15 (R1) – Business Combinations, but an extension of services rendered by SABESP, without capacity to generate future economic benefits, decision-making power and operational autonomy, which also does not require the need to apply CPC 36 (R3) Consolidated Financial Statements.

 

From January to June 2015, there were no relevant changes in relation to the operations presented in the financial statements as of December 31, 2014.

 

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

 

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

 

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

 

(iv)  Wholesale basis customers - municipal governments - This balance refers to the sale of treated water to municipalities, which are responsible for distributing to, billing and charging final customers. Some of these municipalities are 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.

 

PAGE: 33 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

Below, the breakdown of trade accounts receivable at wholesale:

 

 

Six-month period ended

June 30, 2015

Twelve-month period ended

December 31 , 2014

 

 

 

Balance at the beginning of the period

2,158,798

1,917,859

Services provided

164,150

375,294

Receipts

(50,512)

(134,355)

 

 

 

Balance at the end of the period

2,272,436

2,158,798

 

 

 

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

 

 

 

June 30, 2015

December 31, 2014

 

 

 

Current

1,050,564

992,800

Past-due:

 

 

Up to 30 days

161,757

136,666

From 31 to 60 days

78,299

93,534

From 61 to 90 days

66,971

62,276

From 91 to 120 days

66,937

54,725

From 121 to 180 days

92,454

96,079

From 181 to 360 days

206,734

202,024

Over 360 days

2,904,770

2,750,462

 

 

 

Total past-due

3,577,922

3,395,766

 

 

 

Total

4,628,486

4,388,566

 

 

The increase in the balance overdue is mainly due to accounts receivable at wholesale, where municipalities are challenging in court the tariffs charged by SABESP. These amounts are fully covered by the allowance for doubtful accounts.

 

PAGE: 34 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

(c)                         Allowance for doubtful accounts

 

 

 

June 30, 2015

June 30, 2014

 

 

 

Balance at the beginning of the period

3,164,288

2,856,684

Private sector/government entities

53,643

34,927

Recoveries

(18,061)

(22,075)

Wholesale customers

117,042

169,228

 

 

 

Additions for the period

152,624

182,080

 

 

 

Write-off in the period referring to the bad debt

1,557

(129)

 

 

 

Balance at the end of the period

3,318,469

3,038,635

 

 

Reconciliation of provision for losses of income

April to June 2015

January to June 2015

April to June 2014

January to June 2014

 

 

 

 

 

Losses (write-off)

26,487

30,147

10,697

20,086

Provision for state entities (related parties)

-

2,399

795

795

Provision for private sector/government entities

(4,320)

53,643

17,862

34,926

Provision for wholesale supply

(18,157)

(20,608)

42,596

42,596

Recoveries

(3,833)

(18,061)

(10,315)

(22,075)

 

 

 

 

 

Amount recorded as selling expenses

177

47,520

61,635

76,328

 

Wholesale sales losses were recorded as revenue reduction, R$72,486 in the second quarter of 2015 and R$137,650 in the first half of 2015 (R$29,261  in the second quarter of 2014 and R$125,525 in the first half of 2014).

The Company does not have customers accounting for 10% or more of its revenues.

 

PAGE: 35 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

9                   Related Party Balances and Transactions

 

 

 

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

 

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

 

 

 

June 30, 2015

December 31, 2014

Accounts receivable

 

 

Current:

 

 

Water and sewage services

99,138

96,162

Allowance for losses

(47,732)

(45,333)

Reimbursement for pension benefits (G0):

 

 

- Monthly flow

14,122

9,753

- GESP Agreement – 2008

43,722

43,722

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

19,157

17,661

 

 

 

Total current

128,407

121,965

 

 

 

Noncurrent:

 

 

Reimbursement for pension benefits (G0):

 

 

- GESP Agreement – 2008

80,157

102,018

- GESP Agreement – 2015 (b)

609,110

-

 

 

 

Total noncurrent

689,267

102,018

 

 

 

Total receivables from shareholder

817,674

223,983

 

 

 

Assets:

 

 

Water and sewage services

51,406

50,829

Reimbursement of additional retirement and pension benefits (G0)

747,111

155,493

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

19,157

17,661

 

 

 

Total

817,674

223,983

 

 

 

Liabilities:

 

 

Interest on shareholders’ equity payable to related parties

126,805

107,784

Others (h)

2,423

1,569

 

 

PAGE: 36 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

 

April to June 2015

January to June 2015

April to June 2014

January to June 2014

Revenue from water and sewage services

 

 

 

 

Water supply

47,678

89,907

56,772

116,701

Sewage services

40,407

78,973

50,202

103,268

Payments received from related parties

(82,716)

(160,502)

(113,589)

(220,923)

 

 

 

 

 

Receipt of GESP reimbursement referring to Law 4819/58

(23,516)

(56,716)

(28,001)

(59,337)

 

 

(b)         Agreement with the State Government of São Paulo “GESP”

 

The first 24 installments of the agreement signed on March 18, 2015 were settled by transferring to SABESP 2,221,000 preferred shares issued by Companhia de Transmissão de Energia Elétrica Paulista - CTEEP, totaling R$87,174, based on the share closing price on March 17, 2015.

 

On May 12, 2015, the transfer of shares issued by CTEEP to SABESP was concluded in order to settle the first 24 installments of the agreement signed with the State government on March 18, 2015. As of June 30, CTEEP’s shares were recorded under “Financial assets held for trading”, for R$86,930, due to a reduction in its fair value, from thirty-nine reais and twenty-five centavos (R$39.25) on March 18, 2015 to thirty-nine reais and fourteen centavos (R$39.14) on June 30, 2015. The effect of this decrease was recorded under financial expenses and totaled R$244.

 

On June 8, 2015, SABESP received dividends referring to the 2,221,000 shares, corresponding to R$0.686875 per share, totaling R$1,525.

 

See additional information in Note 9 (b) to the interim financial information for the first quarter of 2015.

 

(c)         Contingent assets - GESP (not recorded)

 

SABESP had contingent assets with GESP, not recorded in assets referring to the additional retirement and pension paid (Law 4,819/58), as follows:

 

 

June 30, 2015

 

December 31, 2014

Disputed amounts receivable

815,175

 

783,422

Undisputed amount referring to the transfer of two reservoirs at Alto Tietê System to SABESP (Note 9 (b))

-

 

696,283

Total

815,175

 

1,479,705

 

 

(d)        Use of reservoirs – EMAE

 

Empresa Metropolitana de Águas e Energia S.A. - EMAE plans to receive for the credit and to obtain financial compensation for the use of water from the Guarapiranga and Billings reservoirs, which SABESP uses in its operations, as well as the reimbursement of damages related to the failure to pay appropriately.

 

The Company understands that no amounts are due for the use of these reservoirs given the grants already made. Should these reservoirs not be available for use to the Company, there could be the need to collect water in more distant places. There is a risk of not properly rendering services in the region, besides increasing water supply cost.

 

Several lawsuits were filed by EMAE. Currently, an arbitration proceeding is in progress related to the Guarapiranga reservoir and a lawsuit related to 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 with financial losses.

 

 

 

PAGE: 37 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

SABESP understands that the expectation for all cases is of possible losses, and for the time being, it is not feasible to estimate the amounts involved, since they were not determined.

 

On April 10, 2014, we issued a Notice to the Market including the information about any future agreement. However, no adjustment was confirmed and no agreement was executed by either party up to date.

 

 

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

 

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

 

(f)          Guarantees

 

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

 

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

 

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully passed on and monetarily reimbursed. From April to June 2015 and 2014, the expenses related to personnel assigned by SABESP to other state government entities amounted to R$2,469 and R$2,571, respectively. From January to June 2015 and 2014, expenses totaled R$5,431 and R$5,065, respectively.

 

From April to June 2015 and 2014, expenses related to personnel assigned by other entities to SABESP totaled R$179 and R$113, respectively, while from January to June 2015 and 2014 totaled R$231 and R$209, respectively.

 

(h)        Services obtained from state government entities

 

On June 30, 2015 and December 31, 2014, SABESP had an outstanding amounts payable of R$2,423 and R$1,569, respectively, for services rendered by São Paulo State Government entities.

 

(i)          Non-operating assets

 

As of June 30, 2015 and December 31, 2014, the Company had an amount of R$969 related to a free land lent to DAEE (Water and Electricity Department).

 

(j)          Sabesprev

 

The Company sponsors a private defined benefit pension plan, which is operated and administered by Sabesprev. The net actuarial liability recognized until June 30, 2015 amounted to R$704,413 (R$676,071 on December 31, 2014), as pension plan liabilities, according to Note 19 (b).

 

(k)         Compensation of Management Key Personnel

 

Expenses related to the compensation to the members of its Board of Directors, Fiscal Council and Officers amounted to R$975 from April to June 2015 (R$837 from April to June 2014). From January to June 2015, these expenses totaled R$1,952 (R$1,749 from January to June 2014). An additional amount of R$144, related to the Officers’ bonus program, was recorded from April to June 2015 (R$113 from April to June 2014). In the first half of 2015, said bonus amounted to R$285 (R$253 from January to June 2014).

 

(l)                          Loan agreement through credit facility

 

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

 

PAGE: 38 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

The Company entered into a loan agreement through credit facility with the SPEs Aquapolo Ambiental S/A and Attend Ambiental S/A to finance the operations of these companies, until the loans and financing requested with financial institutions is cleared.

 

The agreements executed with Aquapolo Ambiental S/A, on March 30, 2012 and Attend Ambiental S/A, on May 9, 2014, have the following characteristics:

 

SPE

Principal disbursed amount

Interest balance

Total

Interest rate

Maturity

Attend Ambiental

5,400

1,063

6,463

SELIC + 3.5 % p.a.

(i)

Aquapolo Ambiental

5,629

3,660

9,289

CDI + 1.2% p.a.

4/30/2016

Aquapolo Ambiental

19,000

11,389

30,389

CDI + 1.2% p.a.

10/30/2015

Total

30,029

16,112

46,141

 

 

 

(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. A portion of the loan has been overdue since May 11, 2015 and is subject to contractual charges (inflation adjustment considering the IGP-M variation, 2% fine and default interest of 1% p.m.). The agreement is being renegotiated between the parties.

 

The amount disbursed is recognized in current assets under “Other Receivables” and amounts to R$30,029 for principal and R$16,112 for interest. As of June 30, 2015, the balance of principal and interest rates of these agreements is R$46,141 (R$40,366 on December 31, 2014). In the period between January and June 2015, financial income recognized was R$5,775 (R$2,580 from January to June 2014).

 

(m)      Se Liga na Rede (Connect to the Network Program)

 

The State Government enacted the State Law nº 14,687/12, creating the pro-connection program, destined to financially subsidize the execution of household branches necessary to connect to the sewage collecting networks, in low-income households, which agreed to adhere to the program. The program expenditures, except for indirect costs, construction margin and borrowing costs are financed with 80% of funds deriving from the State Government and the remaining 20% invested by SABESP, which is also liable for the execution of works. On June 30, 2015, the program total amount was R$78,127 (R$67,576 on December 31, 2014), R$19,157 (R$17,661 on December 31, 2014) recorded in balances receivable from related parties, the amount of R$33,917 (R$24,862 on December 31, 2014) recorded in the group of intangible assets and R$25,053 (R$25,053 on December 31, 2014) reimbursed by GESP.

 

 

10                Water National Agency - ANA

 

Refers to 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 Caixa Econômica Federal - 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. On June 30, 2015, the balances of assets and liabilities were R$127,855 (R$122,634 on December 31, 2014), and the liabilities are recorded under "Other liabilities" of noncurrent liabilities.

 

PAGE: 39 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

11                 Investments

 

The Company holds interest in certain Special Purpose Entities (SPE). Although SABESP has no majority shares of its investees, the shareholders’ agreement provides for the power of veto in certain management issues, 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 measures investments under the equity method.

See information on the operations of each investee in Note 12 to the Annual Financial Statements as of December 31, 2014.

 

Events in the second quarter of 2015:

 

(a)          Paulista Geradora de Energia S/A

 

On April 13, 2015, the Company acquired shares of Empresa Paulista Geradora de Energia S/A - PGE, jointly with Servtec Investimentos e Participações Ltda ("Servtec”) and Tecniplan Engenharia e Comércio Ltda ("Tecniplan"), with operational purpose is implementation and commercial exploration of water potential in small hydroelectric power plants (PCHs), located at the Guaraú and Vertedouro Cascata Water Treatment Stations.

 

As of June 30, 2015, the capital stock of Paulista Geradora de Energia totaled R$8,679, and was represented by 8,679,040 registered common shares without a par value. SABESP holds 25% of its equity interest.

 

As of June 30, 2015, operations had not started yet.

 

 

PAGE: 40 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

(b)          Summary of financial information on the investees:

 

 

Company

Equity

Accrued Dividends

Profit (loss) for the period

 

  June 30, 2015

December 31, 2014

 

June 30, 2015

June 30, 2015

  June 30, 2014

     

 

   

Sesamm

29,806

26,788

(92)

3,110

2,373

Águas de Andradina

5,189

4,582

(228)

835

124

Águas de Castilho

2,966

2,866

(190)

290

360

Saneaqua Mairinque

2,898

2,697

(282)

483

134

Attend Ambiental

1,854

(111)

-

1,965

(1,627)

Aquapolo Ambiental

13,297

16,220

-

(2,924)

(1,278)

Paulista Geradora de Energia

8,603

-

-

(20)

-

Total

64,613

53,042

(792)

3,739

86

 

 

   

 

Company

Investments

 

Distributed dividends

Equity in the earnings of subsidiaries

Interest percentage

 

  June 30, 2015

December 31, 2014

June 30, 2015

 

June 30, 2015

 

June 30, 2014

June 30, 2015

December 31, 2014

     

 

       

Sesamm

10,731

9,644

(33)

1,120

854

36%

36%

Águas de Andradina

1,557

1,375

(69)

251

37

30%

30%

Águas de Castilho

890

860

(57)

87

108

30%

30%

Saneaqua Mairinque

868

809

( 85)

144

40

30%

30%

Attend Ambiental

834

-

-

834

(732)

45%

45%

Aquapolo Ambiental

6,516

7,948

-

(1,432)

(626)

49%

49%

Paulista Geradora de Energia

2,151

-

-

(5)

-

25%

-

Total

23,547

20,636

(244)

999

(319)

 

 

Other investments

587

587

 

 

 

 

 

 

Overall total

24,134

21,223

 

 

 

 

 

 

 

 

12                Investment properties

 

On June 30, 2015, the balance of “Investment properties” is R$61,549 (R$54,039 on December 31, 2014). On June 30, 2015 and December 31, 2014, the market value of these properties is approximately R$415,000 and R$350,000, respectively.

 

 

December 31, 2014

Transfers

Write-offs and disposals

Depreciation

June 30, 2015

 

 

 

 

 

 

Investment properties

54,039

10,592

(1,320)

(1,762)

61,549

Total

54,039

10,592

(1,320)

(1,762)

61,549

 

 

 

PAGE: 41 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

13                Intangible Assets

 

(a)         Balance sheet balances

 

 

 

June 30, 2015

December 31, 2014

 

Cost

Accumulated

amortization

Net

Cost

Accumulated

amortization

Net

Intangible right arising from:

 

 

 

 

 

 

Agreements – equity value

8,971,893

(1,644,910)

7,326,983

8,983,492

(1,614,221)

7,369,271

Concession agreements – economic value

1,760,584

(434,412)

1,326,172

1,679,042

(397,782)

1,281,260

Program contracts

7,993,548

(2,118,694)

5,874,854

7,338,985

(1,959,832)

5,379,153

Program contracts– commitments

871,266

(119,570)

751,696

808,662

(105,753)

702,909

Services contracts– São Paulo

13,640,819

(2,169,702)

11,471,117

12,916,939

(1,930,553)

10,986,386

Software licenses

379,518

(87,118)

292,400

326,045

(65,498)

260,547

Total

33,617,628

(6,574,406)

27,043,222

32,053,165

(6,073,639)

25,979,526

 

 

 

 

(b)         Changes

 

 

 

 

December 31,

2014

Additions

Contract

renewal

Provision

for losses

Transfers

Write-offs

and

disposals

Amortization

June 30,

 2015

Intangible assets arising from:

 

 

 

 

 

 

 

 

Concession agreements – equity value

7,369,271

136,429

(23,680)

(5,716)

307

(88)

(149,540)

7,326,983

Concession agreements – economic value

1,281,260

81,617

-

-

18

(11)

(36,712)

1,326,172

Program contracts

5,379,153

513,513

23,680

-

1,130

(138)

(42,484)

5,874,854

Program contracts – commitments

702,909

62,605

-

-

-

-

(13,818)

751,696

Services contracts – São Paulo

10,986,386

749,330

-

8,648

(16,148)

(1,830)

(255,269)

11,471,117

Software licenses

260,547

53,471

-

-

-

-

(21,618)

292,400

Total

25,979,526

1,596,965

-

2,932

(14,693)

(2,067)

(519,441)

27,043,222

 

In the second quarter of 2015, the Company renewed program contracts with the municipalities of Barueri and Mairiporã for a 30-year term.

 

 

 

 

PAGE: 42 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

(c)         Construction services

 

 

From April to June 2015

From January to June 2015

 

Water supply

Sewage services

Total

Water supply

Sewage services

Total

Construction revenue

551,489

353,271

904,760

855,993

637,233

1,493,226

Construction costs incurred

539,777

345,446

885,223

838,373

623,226

1,461,599

Margin

11,712

7,825

19,537

17,620

14,007

31,627

 

 

 

 

 

From April to June 2014

From January to June 2014

 

Water supply

Sewage services

Total

Water supply

Sewage services

Total

Construction revenue

280,864

397,885

678,749

498,964

711,012

1,209,976

Construction costs incurred

275,048

389,169

664,217

489,186

695,503

1,184,689

Margin

5,816

8,716

14,532

9,778

15,509

25,287

 

 

(d)        General information

 

During the period ended June 30, 2015 there were no relevant changes in the criteria to account for intangible assets and types of contracts. See further information in Note 14 (d) to the Financial Statements as of December 31, 2014.

 

The Company has obligations recorded in “Program Contract– Commitments” in current liabilities in the amount of R$201,762 and R$189,551 on June 30, 2015 and December 31, 2014, respectively, and noncurrent liabilities in the amount of R$41,790 and R$18,208 on June 30, 2015 and December 31, 2014, respectively. The increase in balance results from the signature of new program contracts, as previously disclosed.

 

(e)         Capitalization of interest and other financial charges

 

From January to June 2015, the Company capitalized interest and inflation adjustment, including related foreign currency exchange effects, in concession intangible assets totaling R$148,021 (R$74,718 from January to June 2014), during the period in which assets were recorded as works in progress.

 

(f)          Construction margin

 

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

 

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. On June 30, 2015 and 2014 the margin was 2.3%.

 

The construction margin for the second quarter of 2015 and 2014 was R$19,537 and R$14,532, respectively, and for the first half of 2015 and 2014 was R$31,627 and R$25,287, respectively.

 

(g)         Expropriations

 

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

 

The assets received as a result of expropriations are recorded as concession intangible assets. From April to June 2015, the total amount related to expropriations was R$32,079 (R$3,559 from April to June 2014), and from January to June 2015 totaled R$38,841 (R$7,526 from January to June 2014).

 

PAGE: 43 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

(h)        Public-Private-Partnership - PPP

 

Alto Tietê Production System

 

As of June 30, 2015 and December 31, 2014, the amounts recognized as intangible asset related to PPP were R$398,861 and R$404,447, respectively.

 

The discount rate of 8.06% p.a. was adopted in the first half of 2015 to calculate this agreement’s present value. The obligations assumed by the Company on June 30, 2015 and December 31, 2014 are shown in the table below.

 

São Lourenço Production System

 

As of June 30, 2015 and December 31, 2014, the carrying amounts recorded in the Company’s intangible assets related to this PPP were R$213,448 and R$22,756, respectively.

 

The obligations assumed by the Company on June 30, 2015 and December 31, 2014 are shown in the table below, and the increase in the balances of liabilities and intangible assets were due to the progress of the works in 2015.

 

The following table shows the liabilities balances related to these intangible assets:

 

 

June 30, 2015

December 31, 2014

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total liabilities

 

 

 

 

 

 

 

Alto Tietê

38,977

295,729

334,706

38,047

307,991

346,038

São Lourenço

-

208,649

208,649

-

22,245

22,245

 

 

 

 

 

 

 

Total

38,977

504,378

543,355

38,047

330,236

368,283

 

 

See additional information in Note 14 (h) to the Financial Statements for the fiscal year ended December 31, 2014.

 

(i)          Works in progress

 

The amount of R$6,023 million is recorded as intangible assets from works in progress on June 30, 2015 (R$5,180 million on December 31, 2014), and on June 30, 2015, most of works are located in the municipalities of São Paulo, Praia Grande and São José dos Campos, totaling R$2,820 million, R$287 million and R$170 million, respectively.

 

(j)          Amortization of intangible assets

 

The amortization average rate totaled 3.8% and 3.9% on June 30, 2015 and 2014, respectively.

 

(k)         Software license of use

 

The software license of use is capitalized based on the costs incurred to acquire software and make them ready for use. In the first quarter of 2013, the Company started to implement an integrated business management solution (ERP system), which includes the administrative/financial module and the commercial module. The project is in progress.

 

 

PAGE: 44 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

14           Property, Plant and Equipment

 

(a)         Balance sheet balances

 

 

 

June 30, 2015

December 31, 2014

 

Cost

Accumulated

depreciation

Net

Cost

Accumulated

depreciation

Net

Land

101,565

-

101,565

100,533

-

100,533

Buildings

79,224

(32,680)

46,544

74,235

(31,720)

42,515

Equipment

303,036

(159,322)

143,714

299,921

(152,999)

146,922

Transportation equipment

13,240

(6,559)

6,681

14,051

(6,438)

7,613

Furniture and fixtures

18,668

(9,887)

8,781

16,556

(9,432)

7,124

Other

428

(279)

149

688

(550)

138

Total

516,161

(208,727)

307,434

505,984

(201,139)

304,845

 

 

 

(b)         Changes

 

 

December 31, 2014

Additions

Transfers

Write-offs and disposals

Depreciation

June 30, 2015

 

Land

100,533

1,032

-

-

-

101,565

Buildings

42,515

1,383

3,326

-

(680)

46,544

Equipment

146,922

11,732

(333)

(95)

(14,512)

143,714

Transportation equipment

7,613

135

(547)

-

(520)

6,681

Furniture and fixtures

7,124

502

1,639

(9)

(475)

8,781

Other

138

-

16

-

(5)

149

Total

304,845

14,784

4,101

(104)

(16,192)

307,434

 

(c)         Depreciation

 

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

 

The depreciation average rate was 11.3% and 11.5%, on June 30, 2015 and 2014, respectively.

 

 

 

PAGE: 45 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 


15           Loans and Financing

 

 Loans and financing outstanding balance

June 30, 2015

December 31, 2014

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

Domestic currency

 

 

 

 

 

 

10th issuance debentures

38,901

179,740

218,641

38,027

187,352

225,379

12th issuance debentures

45,450

408,415

453,865

45,450

431,174

476,624

14th issuance debentures

37,850

219,068

256,918

37,038

239,192

276,230

15th issuance debentures

94,819

702,652

797,471

94,819

761,497

856,316

16th issuance debentures

-

-

-

498,731

-

498,731

17th issuance debentures

140,144

968,151

1,108,295

-

1,067,760

1,067,760

18th issuance debentures

-

207,740

207,740

-

202,145

202,145

19th issuance debentures

-

498,183

498,183

-

497,793

497,793

Brazilian Federal Savings Bank

69,444

1,106,801

1,176,245

67,085

1,031,438

1,098,523

Brazilian Development Bank - BNDES BAIXADA SANTISTA

16,309

57,082

73,391

16,309

65,237

81,546

Brazilian Development Bank - BNDES PAC

10,287

71,841

82,128

10,287

76,975

87,262

Brazilian Development Bank - BNDES PAC II 9751

4,249

33,205

37,454

4,068

35,318

39,386

Brazilian Development Bank - BNDES PAC II 9752

2,300

24,725

27,025

1,725

25,875

27,600

Brazilian Development Bank - BNDES ONDA LIMPA

20,783

181,548

202,331

20,183

186,374

206,557

Brazilian Development Bank - BNDES TIETE III

4,951

232,478

237,429

-

187,420

187,420

Leasing

9,707

494,037

503,744

8,997

473,593

482,590

Others

605

1,586

2,191

716

1,886

2,602

Interest and charges

86,391

-

86,391

125,011

-

125,011

Total in domestic currency

582,190

5,387,252

5,969,442

968,446

5,471,029

6,439,475

 

 

 

 

PAGE: 46 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 


 Loans and financing outstanding balance

June 30, 2015

December 31, 2014

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

Foreign currency

 

 

 

 

 

 

Inter-American Development Bank - IDB 713 – US$62,744 thousand(US$75,293 thousand in December 2014)

77,867

116,802

194,669

66,664

133,329

199,993

Inter-American Development Bank - IDB 896 – US$4,167 thousand(US$5,555 thousand in December 2014)

8,619

4,309

12,928

7,377

7,378

14,755

Inter-American Development Bank - IDB 1212 – US$107,920 thousand(US$113,059 thousand in December 2014)

31,889

302,943

334,832

27,301

273,007

300,308

Inter-American Development Bank - IDB 2202 – US$381,552 thousand(US$347,190 thousand in December 2014)

-

1,175,059

1,175,059

-

914,189

914,189

International Bank for Reconstruction and Development -IBRD – US$45,860 thousand (US$45,860 thousand in December 2014)

-

141,929

141,929

-

121,447

121,447

Eurobonds – US$140,000 thousand (US$140,000 thousand in December 2014)

-

434,207

434,207

-

371,655

371,655

Eurobonds – US$350,000 thousand (US$350,000 thousand in December 2014)

-

1,081,391

1,081,391

-

924,741

924,741

JICA 15 – ¥ 16,710,235 thousand (¥ 17,286,450 thousand in December 2014)

29,283

395,324

424,607

25,619

358,659

384,278

JICA 18 – ¥ 15,024,320 thousand (¥ 15,542,400 thousand in December 2014)

26,329

355,142

381,471

23,034

322,166

345,200

JICA 17 – ¥ 1,478,814 thousand (¥ 1,029,992 thousand in December 2014)

-

37,064

37,064

-

22,437

22,437

JICA 19 – ¥ 18,641,178 thousand (¥ 14,208,068 thousand in December 2014)

-

472,097

472,097

-

314,526

314,526

BID 1983AB – US$130,288 thousand (US$154,231 thousand in December 2014)

74,283

328,045

402,328

63,596

344,078

407,674

Interest and charges

29,411

-

29,411

25,089

-

25,089

Total in foreign currency

277,681

4,844,312

5,121,993

238,680

4,107,612

4,346,292

 

 

 

 

 

 

 

Total loans and financing

859,871

10,231,564

11,091,435

1,207,126

9,578,641

10,785,767

 

 

Current exchange rates on June 30, 2015 were US$3,1026; ¥ 0.025410 (US$2.6562; ¥ 0.022230 on December 31, 2014).

On June 30, 2015, the Company did not record balances of loans and financing raised in 2014 to mature within 12 months.

 

 

 

PAGE: 47 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

Domestic currency

Guarantees

Maturity

Annual interest rates

Inflation adjustment

 

 

 

 

 

10th issuance debentures

Own funds

2020

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

IPCA (series 2)

12thissuance debentures

Own funds

2025

TR + 9.5%

 

14thissuance debentures

Own funds

2022

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

IPCA (series 2)

15thissuance debentures

Own funds

2019

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

IPCA (series 2)

17 th issuance debentures

Own funds

2023

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

IPCA (series 2 and 3)

18th issuance debentures

Own funds

2024

TJLP + 1.92% (series 1 and 3) and 8.25% (series 2)

IPCA (series 2)

19th issuance debentures

Own funds

2017

CDI + 0.80% to 1.08%

 

Brazilian Federal Savings Bank

Own funds

2015/2037

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 TIETE III

Own funds

2028

1.66% + TJLP

 

Leasing

 

2035

7.73% to 10.12%

IPC

Others

Own funds

2015/2018

TJLP + 2% (Fehidro) and 12% (Presidente Prudente)

TR

 

 

 

PAGE: 48 of 76


 
 

 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 


Foreign currency

Guarantees

Maturity

Annual interest rates

Foreign exchange variation

 

 

 

 

 

Inter-American Development Bank - IDB 713 – US$62,744 thousand

Federal Government

2017

3.27%

US$

Inter-American Development Bank - IDB 896- US$4,167 thousand

Federal Government

2016

3.00%

US$

Inter-American Development Bank - IDB 1212 - US$107,920 thousand

Federal Government

2025

2.34%

US$

Inter-American Development Bank - IDB 2202 - US$381,552 thousand

Federal Government

2035

1.18%

US$

International Bank for Reconstruction and Development - IBRD US$45,860 thousand

Federal Government

2034

0.53%

US$

Eurobonds – US$140,000 thousand

2016

7.50%

US$

Eurobonds – US$350,000 thousand

2020

6.25%

US$

JICA 15 – ¥ 16,710,235 thousand

Federal Government

2029

1.8% and 2.5%

Yen

JICA 18– ¥ 15,024,320 thousand

Federal Government

2029

1.8% and 2.5%

Yen

JICA 17– ¥ 1,478,814 thousand

Federal Government

2035

1.2% and 0.01%

Yen

JICA 19– ¥ 18,641,178 thousand

Federal Government

2037

1.7% and 0.01%

Yen

BID 1983AB – US$130,288 thousand

2023

2.49% to 2.99%

US$

 

 

 

PAGE: 49 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 


(i)   Payment schedule – accounting balances on June 30, 2015

 

 

 

2015

2016

2017

2018

2019

2020

2021 to 2037

Total

In domestic currency

 

 

 

 

 

 

 

 

Debentures

61,626

359,517

883,707

595,189

685,744

380,126

575,204

3,541,113

Brazilian Federal Savings Bank

34,098

71,819

76,338

80,610

83,999

87,609

741,772

1,176,245

BNDES

26,964

68,781

73,732

73,732

73,732

56,116

286,701

659,758

Leasing

5,887

19,495

20,568

21,734

23,001

25,091

387,968

503,744

Other

293

642

723

533

-

-

-

2,191

Interest and other charges

56,991

29,400

-

-

-

-

-

86,391

Total in domestic currency

185,859

549,654

1,055,068

771,798

866,476

548,942

1,991,645

5,969,442

In foreign currency

 

 

 

 

 

 

 

 

IDB

59,188

118,375

172,062

94,194

94,194

94,194

1,085,281

1,717,488

IBRD

-

-

-

-

4,743

9,486

127,700

141,929

Eurobonds

-

434,207

-

-

-

1,081,391

-

1,515,598

JICA

27,806

55,612

56,628

57,643

83,247

83,247

951,056

1,315,239

IDB 1983AB

-

74,283

74,283

74,017

54,892

54,168

70,685

402,328

Interests and other charges

29,411

-

-

-

-

-

-

29,411

Total in foreign currency

116,405

682,477

302,973

225,854

237,076

1,322,486

2,234,722

5,121,993

 

 

 

 

 

 

 

 

 

Overall Total

302,264

1,232,131

1,358,041

997,652

1,103,552

1,871,428

4,226,367

11,091,435

 

PAGE: 50 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

(i)          Main events in the semester

 

(a)         16th Issue of Debentures

 

On June 24, 2015, the total early payment of the 16th issue occurred totaling R$507,674. Contractual maturity was scheduled for November 12, 2015.

 

(b)         Federal Savings Bank (CEF)

 

Funding in the first six months totaled R$105,452, mainly related to the agreements in progress of the Growth Acceleration Program (PAC).

 

(c)         BNDES

 

Funding in the first six months totaled R$56,000, referring to agreements 12.2.138.1 (BNDES Tiete III) and 09.2.1535.1 (BNDES Onda Limpa).

 

(d)        BID

 

Funding in the first six months totaled R$98,190, referring to agreement 2202 (BID 2202).

 

(e)         JICA

 

Funding in the first six months totaled R$130,339, referring to agreements BZ-P17 (JICA 17) and BZ-P19 (JICA 19).

 

(f)          Foreign exchange variation

 

The US dollar exchange rate increased 16.8%, from R$2.6562 on December 31, 2014 to R$3.1026 on June 30, 2015, increasing debt by R$553,189. The Yen exchange rate increased 14.3%, from R$0.02223 on December 31, 2014 to R$0.02541 on June 30, 2015, increasing debt by R$144,912.

 

(g)         Leasing

 

On January 15, 2015, the São José dos Campos Sanitary Sewage System started and the corresponding amount on June 30, 2015 is R$97,367.

 

(ii)        Covenants 

 

As of June 30, 2015, the Company had met the requirements set forth by its loan and financing agreements.

 

Regarding the agreements with the BNDES, there is a collateral mechanism by which SABESP has assigned a portion of its tariff payment receivables to BNDES. Under this mechanism, from 18th to the 28th day of each month SABESP must ensure that a portion of the tariff payments received by it are deposited on a daily basis into a blocked collateral account, before being released to a regular movements account later in the day provided that BNDES has not notified the bank that SABESP is in default. Among the financial ratios set forth in the agreements with the BNDES, there is the adjusted net debt/adjusted Ebitda ratio. If this ratio is at or below 3.00, the amount that must pass through this blocked collateral account will be R$230 million per month; and if the ratio is in the band between 3.00 and 3.80, the amount that must pass through the blocked collateral account will automatically  increase by 20%, equivalent to R$276 million per month.

 

 The ratios recorded by the Company were 3.06, 3.09 and 3.17, on June 30, 2015, March 31, 2015 and December 31, 2014, respectively. As a result, since the second quarter of 2015, the monthly guarantee assigned has increased by 20%.

 

 

                                                                                                                                                                                                                                     

PAGE: 51 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

Currently, R$226 million are pass through monthly in the blocked collateral account through the above mentioned mechanism. Considering that new loan agreements were signed with the BNDES, where the Company assigned additional guarantees of R$50 million (already included the 20%), total guarantees to pass through to the blocked collateral account will be R$276 million. The Company jointly with the BNDES are formalizing the operation of these guarantees.

 

For the Company to be in default and accordingly, subject to early maturity, the adjusted net debt/ adjusted Ebitda ratio of the agreements with the BNDES must exceed 3.80.

 

(iii)     Loans and financing contracted and not yet used

 

Agent

 

June 30, 2015

 

 

(in millions of reais (*))

Brazilian Federal Savings Bank

 

2,244

Brazilian Development Bank – BNDES

 

2,621

Inter-American Development Bank – IDB

 

678

Japan International Cooperation Agency – JICA

 

500

International Bank for Reconstruction and Development - IBRD

 

168

Others

 

72

Total

 

6,283

 

(*)Closing quote of 06/30/2015 (US$1.00 = R$3.1026; ¥ 1.00 = R$0.02541).

 

For more information on loans and financing, see Note 16 to the Annual Financial Statements as of December 31, 2014.

 

 

16           Taxes Payable

 

(a)         Current assets

 

 

 

 

June 30, 2015

December 31, 2014

Recoverable taxes

 

 

Cofins and Pasep

-

10,121

Income tax and social contribution

103,919

132,447

Withholding income tax (IRRF) on financial investments

5,850

3,718

Other federal taxes

2,393

2,313

Other municipal taxes

169

169

Total

112,331

148,768

 

The reduction in recoverable taxes is mainly due to decrease in “Income tax and social contribution” item, which was offset by Pasep and Cofins payable in the period.

 

 

PAGE: 52 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

(b)         Current liabilities

 

 

June 30, 2015

December 31, 2014

Taxes and contributions payable

 

 

Cofins and Pasep

17,345

-

INSS(Social Security contribution)

35,376

33,324

IRRF(withholding income tax)

497

17,377

Other

17,372

23,437

Total

70,590

74,138

 

17      Deferred Taxes and Contributions

 

(c)         Balance sheet balances

 

 

June 30, 2015

December 31, 2014

Deferred income tax assets

 

 

Provisions

449,436

524,728

Pension obligations – G0

-

85,271

Pension obligations – G1

238,902

229,266

Donations of underlying assets on concession agreements

47,786

45,742

Allowance for loan losses

219,944

222,587

Tax losses

12,165

-

Other

122,922

112,566

Total deferred tax assets

1,091,155

1,220,160

 

 

 

Deferred income tax liabilities

 

 

Temporary difference on concession intangible assets

(543,818)

(559,411)

Capitalization of borrowing costs

(280,563)

(253,581)

Profit on supply to governmental entities

(82,303)

(87,092)

Actuarial gain/loss – G1 Plan

(2,514)

(2,514)

Other

(106,857)

(108,084)

Total deferred tax liabilities

(1,016,055)

(1,010,682)

 

 

 

Deferred tax asset, net

75,100

209,478

 

 

PAGE: 53 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

(b)        Changes

 

Deferred income tax assets

December 31,

2014

Net

Change

June 30, 2015

Provisions

524,728

(75,292)

449,436

Pension obligations – G0

85,271

(85,271)

-

Pension obligations – G1

229,266

9,636

238,902

Donations of underlying assets on concession agreements

45,742

2,044

47,786

Credit losses

222,587

(2,643)

219,944

Tax losses

-

12,165

12,165

Other

112,566

10,356

122,922

Total

1,220,160

(129,005)

1,091,155

 

 

 

 

Deferred income tax liabilities

 

 

 

Temporary difference on concession intangible assets

(559,411)

15,593

(543,818)

Capitalization of borrowing costs

(253,581)

(26,982)

(280,563)

Profit on supply to governmental entities

(87,092)

4,789

(82,303)

Actuarial gain/loss –G1

(2,514)

-

(2,514)

Other

(108,084)

1,227

(106,857)

Total

(1,010,682)

(5,373)

(1,016,055)

 

 

 

 

Deferred tax asset, net

209,478

(134,378)

75,100

 

                                                                                                                       

 

Deferred tax assets

December 31,

2013

Net

change

June 30, 2014

Provisions

506,568

(7,307)

499,261

Pension obligations – G0

85,271

-

85,271

Pension obligations - G1

215,187

7,281

222,468

Donations of underlying assets on concession agreements

43,901

98

43,999

Credit losses

172,482

7,391

179,873

Other

87,266

25,222

112,488

Total

1,110,675

32,685

1,143,360

 

 

 

 

Deferred tax liabilities

 

 

 

Temporary difference on intangible asset concession

(595,285)

15,777

(579,508)

Capitalization of borrowing costs

(200,343)

(10,120)

(210,463)

Profit on supply to governmental entities

(81,711)

137

(81,574)

Actuarial gains(losses)– G1

(32,405)

-

(32,405)

Other

(86,901)

(9,069)

(95,970)

Total

(996,645)

(3,275)

(999,920)

 

 

 

 

Deferred tax assets, net

114,030

29,410

143,440

 

PAGE: 54 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

(c)         Reconciliation of the effective tax rate

 

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

 

 

 

June 30, 2015

June 30, 2014

 

 

 

Profit before income taxes

790,096

1,162,789

Statutory rate

34%

34%

 

 

Estimated expenses at statutory rate

(268,633)

(395,348)

Tax benefit of interest on equity

12,868

27,411

Permanent differences

 

 

Provision - Law 4,819/58 (i)

(28,800)

(25,787)

Donations

(2,770)

(4,373)

GESP Agreement (Note 9(b))

151,465

-

Other differences

1,267

15,316

 

 

Income tax and social contribution

(134,603)

(382,781)

 

 

Current income tax and social contribution

(225)

(412,191)

Deferred income tax and social contribution

(134,378)

29,410

Effective rate

17%

33%

 

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

 

PAGE: 55 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

18                Provisions

 

(a)    Lawsuits with probable likelihood of loss

 

(I) Financial position balances

 

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, recognized provisions at an amount considered sufficient to cover probable losses. These provisions, net of escrow deposits are as follows:

 

 

 

 

Provisions

Escrow deposits

June 30, 2015

 

Provisions

Escrow deposits

December 31, 2014

Customer claims (i)

576,636

(120,630)

456,006

 

638,637

(114,463)

524,174

Supplier claims (ii)

278,635

(209,145)

69,490

 

260,854

(195,478)

65,376

Other civil claims (iii)

123,573

(12,030)

111,543

 

126,403

(9,990)

116,413

Tax claims (iv)

59,395

(649)

58,746

 

55,554

-

55,554

Labor claims (v)

206,123

(2,576)

203,547

 

235,466

(2,233)

233,233

Environmental claims (vi)

77,507

(861)

76,646

 

226,404

(807)

225,597

Total

1,321,869

(345,891)

975,978

 

1,543,318

(322,971)

1,220,347

 

 

 

 

 

 

 

 

Current

597,144

-

597,144

 

625,092

-

625,092

Noncurrent

724,725

(345,891)

378,834

 

918,226

(322,971)

595,255

 

 

 

(II)    Changes

 

December 31, 2014

Additional provisions

Interest and inflation adjustment

Amounts from provision

Amounts
not used

(reversal)

June 30, 2015

Customer claims (i)

638,637

16,777

51,678

(35,299)

(95,157)

576,636

Supplier claims (ii)

260,854

2,682

19,898

(3,206)

(1,593)

278,635

Other civil claims (iii)

126,403

6,722

11,096

(7,350)

(13,298)

123,573

Tax claims (iv)

55,554

1,168

4,988

(214)

(2,101)

59,395

Labor claims (v)

235,466

23,769

10,043

(13,929)

(49,226)

206,123

Environmental claims (vi)

226,404

7,942

9,884

(4,873)

(161,850)

77,507

Subtotal

1,543,318

59,060

107,587

(64,871)

(323,225)

1,321,869

Escrow deposits

(322,971)

(15,008)

(14,858)

6,555

391

(345,891)

Total

1,220,347

44,052

92,729

(58,316)

(322,834)

975,978

 

 

PAGE: 56 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

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

 

(I)       Customer claims

 

Approximately 1,190 lawsuits were filed by commercial customers, which claim that their tariffs should correspond to other consumer categories, and 730 lawsuits which claim a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company and 60 lawsuits where 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 and recognized provisions when the chances of losses are probable. The decrease of R$68,168 in the lawsuits classified as probable loss (net of escrow deposits) is mainly related to revisions of expectations caused by favorable decisions to the Company.

 

(II)       Supplier claims

 

Suppliers’ 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 and a provision is recognized when the chances of losses are probable.

 

(III)    Other civil claims

 

These mainly refer to indemnities for property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels, dully accrued when classified as probable losses.

 

(IV)     Tax claims

 

Tax claims refers mainly to issues related to tax collections challenged due to differences in the interpretation of legislation by the Company's management, accrued when classified as probable loss.

 

(V)        Labor claims

 

The Company is a party to labor lawsuits, involving issues such as overtime, shift schedule, health hazard premium and hazardous duty premium, prior notice, change of function, salary equalization, and other. Part of the amount involved is in provisional or final execution at various court levels, and thus is classified as of probable loss and accordingly, accrued. The decrease of R$29,686 in lawsuits with probable chances of losses (net of escrow deposits) is mainly related to reversals of provisions referring to settlements in the Company’s administrative proceedings.

 

(VI)     Environmental claims

 

Environmental claims refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental – Cetesb, Public Prosecution Office of the State of São Paulo and others, that aim affirmative and negative covenants and penalty is estimated due to failure to comply 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. The decrease of R$148,951 in lawsuits with expectation of probable losses (net of escrow deposits) is mainly related to two lawsuits, one due to change in its amount, totaling R$36,501, due to the expectation of settlement with the parties involved and the other one due to provision reversal totaling R$109,841, due to court decision favorable to the Company.

 

 

PAGE: 57 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

(c)         Lawsuits with possible likelihood of loss

 

The Company is party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor claims, which are assessed by Management whose chances of loss are possible and are not recorded. Liability contingencies classified as possible loss represent the amount of R$5,058,600 on June 30, 2015 (December/2014 – R$3,779,100). In the first six months of 2015, three new lawsuits were filed totaling R$511,731 related to environmental, labor and tax claims. The amounts considered for reporting purposes are the amounts questioned by adverse parties, which is not possible estimate the amounts involved for the Company, due to the initial phase of lawsuit.

 

(d)        Lawsuits with settlements made in 2015

 

During the first six months of 2015, the Company made several judicial and administrative settlements, totaling R$194,348. Of this amount, R$189,475 refer to sanitary sewage constructions and R$4,873 refer to environmental compensation, the latter, recorded as “other liabilities”. The accumulated balance on June 30, 2015, referring to these environmental liabilities is R$22,658.

 

Other information is stated in Note 19 to the Annual Financial Statements as of December 31, 2014.

 

(e)     Guarantee insurance for escrow deposit

 

During the second quarter of 2015, the Company contracted guarantee insurance for escrow deposit totaling R$500 million. Such insurance will be used in legal claims where instead of immediate cash disbursement by the Company, such insurance is used until the conclusion of these proceedings or up to three-year effectiveness term of the agreement.

 

As of June 30, 2015, the Company has already used the amount of R$130 million of such insurance in a tax claim deemed as possible loss.

 

19                Employee Benefits

 

(a)         Health benefit plan

 

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

 

 Company: 7.7% on average, of gross payroll;

 

.     Participating employees - 3.21% of base salary and premiums, equivalent to 2.2% of payroll, on average.

 

 

(b)                   Pension plan benefits

 

Amounts recorded in the statement of financial position

 

 

Funded plan – G1

 

 

Pension plan liabilities on December 31, 2014

 

676,071

Expenses recognized in 2015

 

40,200

Payments made in 2015

 

(11,858)

Pension plan liabilities on June 30, 2015 (i)

 

704,413

 

 

 

Unfunded plan – G0

 

 

Pension plan liabilities on December 31, 2014

 

2,053,527

Expenses recognized in 2015

 

123,930

Payments made in 2015

 

(70,977)

Pension plan liabilities on June 30, 2015 (iii)

 

2,106,480

 

 

 

Total

 

2,810,893

 

 

PAGE: 58 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

(i)Plan G1

 

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

 

·    1.19% of the portion of the salary of participation up to 20 salaries; and

·    10.13% of the surplus, if any, of the portion of the salary of participation over 20 salaries.

 

As of June 30, 2015, SABESP had a net actuarial liability of R$704,413 (R$676,071 on December 31, 2014) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners; the fair value of the plan’s assets.

 

(ii)    Private pension plan benefits – Defined contribution

 

On June 30, 2015, Sabesprev Mais plan, based on defined contribution, had 5,259 active and assisted participants (5,188 in December 2014).

 

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

 

The commitment to all participants who migrated from Plan G1 to the Sabesprev Mais Plan amounted to R$8,347 on June 30, 2015 (R$9,214 on December 31, 2014) referred to active participants.

 

 

(iii) Plan G0

 

Pursuant to Law 4,819/58, employees who started 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 shareholder, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of June 30, 2015, the Company recorded a defined benefit obligation for Plan G0 of R$2,106,480 (R$2,053,527 on December 31, 2014).

 

(c)    Profit sharing

 

The Company recorded as reference to the 2015 Profit Sharing Program, the amount corresponding to one-month salary for each employee, depending on the establishment goals. In the second quarter of 2015, R$20,613 were accrued (R$19,304 in the second quarter of 2014). From January to June 2015 and 2014, R$37,920 and R$36,516, respectively were accrued.

 

 

20               Services payable

 

The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also records the amounts payable from the percentage in the revenues of São Paulo local government. The balances on June 30, 2015 and December 31, 2014 were R$302,680 and R$318,973, respectively.

 

 

21                Equity

 

(a)    Authorized capital

 

The Company is authorized to increase capital by up to R$15,000,000 (R$15,000,000 in December 2014), based on a Board of Directors' resolution, after submission to the Fiscal Council.

 

 

PAGE: 59 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

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 6.404/76.

 

(b)         Subscribed and paid-in capital

 

Subscribed and paid-in capital is represented by 683,509,869 registered, book-entry common shares without par value as of June 30, 2015 (683,509,869 on December 31, 2014), held as follows:

 

 

 

June 30, 2015

December 31, 2014

 

Number of shares

Number of shares

State Department of Finance

343,524,285

50.26%

343,524,285

50.26%

Brazil Clearing and Depository Corporation - CBLC

176,989,242

25.89%

169,000,272

24.73%

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

160,840,202

23.53%

170,351,902

24.92%

Other

2,156,140

0.32%

633,410

0.09%

 

 

 

 

 

 

683,509,869

100.00%

683,509,869

100.00%

 

(*) Each ADR corresponds to 1 share.

 

 

The Annual Shareholders’ Meeting held on April 30, 2015 approved the distribution of dividends as interest on shareholders’ equity amounting to R$252,304 and the transfer to Investments Reserves of retained earnings balances totaling R$605,530.

The payment of interest on equity in the amount of R$233,807, net of withholding income tax of R$18,497, totaling R$252,304, has started in June 2015 and the amount of R$106,980 was paid to minority shareholders. Additionally, the Company paid R$5 as interest on equity declared in 2013. The balance payable on June 30, 2015, refers mainly to balance payable to controlling shareholder.

 

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, 2014.

 

 

22         Earnings per Share

Basic and diluted

 

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

 

 

January to June

2015

January to June

2014

 

 

 

Income attributable to the Company’s shareholders

655,493

780,008

Weighted average number of common shares issued

683,509,869

683,509,869

 

 

 

Basic and diluted earnings per share (reais per share)

0.95901

1.14118

 

PAGE: 60 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

23         Business segment information

 

Management, comprised by the Board of Directors and the Board of Executive Officers, has determined the operating segments used to make strategic decisions, as water supply and sewage services.

 

 

April to June 2015

 

Water

Sewage

Reconciliation to

the statement of

income

Balance as per

financial

statements

Gross operating income

1,150,743

896,499

904,760

2,952,002

Gross sales deductions

(72,596)

(56,554)

-

(129,150)

Net operating income

1,078,147

839,945

904,760

2,822,852

Costs, selling, general and administrative expenses

(887,117)

(577,972)

(885,223)

(2,350,312)

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

191,030

261,973

19,537

472,540

Other operating income (expenses), net

 

 

 

11,777

Equity accounting

 

 

 

(115)

Financial result, net

 

 

 

155,392

Income from operations before taxes

 

 

 

639,594

Depreciation and amortization

145,753

138,334

-

284,087

 

PAGE: 61 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

 

January to June 2015

 

Water

Sewage

Reconciliation to

the statement of

income

Balance as per

financial

statements

Gross operating income

2,280,371

1,771,363

1,493,226

5,544,960

Gross sales deductions

(142,655)

(110,812)

-

(253,467)

Net operating income

2,137,716

1,660,551

1,493,226

5,291,493

Costs, selling, general and administrative expenses

(1,387,882)

(866,381)

(1,461,599)

(3,715,862)

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

749,834

794,170

31,627

1,575,631

Other operating income (expenses), net

 

 

 

43,834

Equity accounting

 

 

 

999

Financial result, net

 

 

 

(830,368)

Income from operations before taxes

 

 

 

790,096

Depreciation and amortization

287,277

250,118

-

537,395

 

 

 

PAGE: 62 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

 

 

April to June 2014

 

Water

Sewage

Reconciliation to

the statement of

 income

Balance as per

financial

statements

Gross operating income

1,231,368

992,649

678,749

2,902,766

Gross sales deductions

(82,335)

(66,278)

-

(148,613)

Net operating income

1,149,033

926,371

678,749

2,754,153

Costs, selling, general and administrative expenses

(1,026,630)

(624,222)

(664,217)

(2,315,069)

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

122,403

302,149

14,532

439,084

Other operating income (expenses), net

 

 

 

5,209

Equity accounting

 

 

 

49

Financial result, net

 

 

 

(21,577)

Income from operations before taxes

 

 

 

422,765

Depreciation and amortization

117,456

105,138

-

222,594

 

 

 

PAGE: 63 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

 

 

January to June 2014

 

Water

Sewage

Reconciliation to

the statement of

income

Balance as per

financial

statements

Gross operating income

2,571,445

2,097,003

1,209,976

5,878,424

Gross sales deductions

(183,058)

(149,283)

-

(332,341)

Net operating income

2,388,387

1,947,720

1,209,976

5,546,083

Costs, selling, general and administrative expenses

(1,956,371)

(1,209,997)

(1,184,689)

(4,351,057)

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

432,016

737,723

25,287

1,195,026

Other operating income (expenses), net

 

 

 

(37,860)

Equity accounting

 

 

 

(319)

Financial result, net

 

 

 

5,942

Income from operations before taxes

 

 

 

1,162,789

Depreciation and amortization

262,592

220,260

-

482,852

 

Explanation on the reconciliation items for the financial statements: the impacts on gross operating income and in costs are as follows:

 

 

April to

June 2015

January to

June 2015

April to

June 2014

January to

 June 2014

 

 

 

 

 

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

904,760

1,493,226

678,749

1,209,976

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

885,223

1,461,599

664,217

1,184,689

 

 

 

 

 

Construction margin

19,537

31,627

14,532

25,287

(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 (c) and (f).

 

PAGE: 64 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

24               Operating Revenue

 

(a)       Revenue from water and sewage services:

 

 

April to

June 2015

January to

June 2015

April to

June 2014

January to

June 2014

 

 

 

 

 

Metropolitan region of São Paulo

1,384,432

2,685,782

1,579,335

3,308,583

Regional Systems (i)

662,810

1,365,952

644,682

1,359,865

Total (ii)

2,047,242

4,051,734

2,224,017

4,668,448

 

 

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

 

(ii)In the second quarter of 2015, the gross operating revenue from sale of products and services decreased 7.9%, compared to same period of 2014. The decrease is mainly due to reduction in  water and sewage billed volume, caused by lower consumption.

 

In the second quarter of 2015, bonus totaled R$231,009, versus R$88,084 in the second quarter of 2014. In the second quarter of 2015, the billed amounts related to the application of contingency tariff was R$122,974.

 

On May 5, 2015, ARSESP authorized a cumulative index of 15.2414%, comprised of annual adjustment of 7.1899% (net of the X Factor), plus the remaining portion of 0.5575% referring to the postponed Ordinary Tariff Revision applied on December 27, 2014 and the tariff adjustment of 6.9154% resulting from Sabesp’s Extraordinary Tariff Revision, reflecting in 1.51% in June 2015. In addition, on December 27, 2014, the tariff increased 6.4952%.

 

Additional information on bonus and the contingency tariff, see Note 24 (a) to the interim financial information for the first quarter of 2015 and Note 25 (a) to the Annual Financial Statements for the year ended December 31, 2014

 

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

 

 

 

 

April to

June 2015

January to

June 2015

April to

June 2014

January to

June 2014

 

 

 

 

 

Revenue from water and sewage services

2,047,242

4,051,734

2,224,017

4,668,448

Construction revenue (Note 13 (c))

904,760

1,493,226

678,749

1,209,976

Sales tax

(129,150)

(253,467)

(148,613)

(332,341)

Net revenue

2,822,852

5,291,493

2,754,153

5,546,083

 

 

PAGE: 65 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

25               Operating Costs and Expenses

 

 

 

April to June

2015

January to June

2015

April to June
2014

January to June 2014

Operating costs

 

 

 

 

Salaries and payroll charges

364,193

729,916

388,229

732,528

Pension obligations

14,900

29,421

11,982

23,751

Construction costs (Note 13 (c))

885,223

1,461,599

664,217

1,184,689

General supplies

41,602

88,780

43,595

88,545

Treatment supplies

63,591

135,910

64,598

134,252

Outsourced services

186,367

390,062

209,742

410,215

Electricity

207,711

366,329

144,133

283,823

General expenses

77,374

162,934

100,409

208,389

Depreciation and amortization

264,448

499,135

203,228

442,658

 

2,105,409

3,864,086

1,830,133

3,508,850

 

 

 

 

 

Selling expenses

 

 

 

 

Salaries and payroll charges

58,891

115,065

60,628

115,500

Pension obligations

1,931

3,816

1,540

3,093

General supplies

832

1,835

1,071

2,170

Outsourced services

60,307

116,514

65,856

127,985

Electricity

186

355

138

304

General expenses

22,195

41,422

21,795

41,081

Depreciation and amortization

2,452

4,925

2,569

5,368

Allowance for doubtful accounts, net of recoveries (Note 8 (c))

177

47,520

61,635

76,328

 

146,971

331,452

215,232

371,829

 

 

 

 

 

Administrative expenses

 

 

 

 

Salaries and payroll charges

42,760

91,151

46,616

88,753

Pension plan

46,144

93,985

42,407

84,515

GESP reimbursement– benefits paid (Note 9 (b))

-

(696,283)

-

-

General supplies

651

1,113

2,291

3,339

Outsourced services

23,358

59,356

75,985

128,043

Electricity

428

710

256

418

General expenses

(50,874)

(101,259)

67,801

93,204

Depreciation and amortization

17,187

33,335

16,797

34,826

Tax expenses

18,278

38,216

17,551

37,280

 

97,932

(479,676)

269,704

470,378

 

 

PAGE: 66 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 
 

 

April to June

2015

January to June

2015

April to June

2014

January to June 2014

Operating costs and expenses

 

 

 

 

Salaries and payroll charges

465,844

936,132

495,473

936,781

Pension plan

62,975

127,222

55,929

111,359

GESP reimbursement– benefits paid (Note 9 (b))

-

(696,283)

-

-

Construction costs (Note 13 (c))

885,223

1,461,599

664,217

1,184,689

General supplies

43,085

91,728

46,957

94,054

Treatment supplies

63,591

135,910

64,598

134,252

Outsourced services

270,032

565,932

351,583

666,243

Electricity

208,325

367,394

144,527

284,545

General expenses

48,695

103,097

190,005

342,674

Depreciation and amortization

284,087

537,395

222,594

482,852

Tax expenses

18,278

38,216

17,551

37,280

Allowance for doubtful accounts, net of recoveries (Note 8 (c))

177

47,520

61,635

76,328

 

2,350,312

3,715,862

2,315,069

4,351,057

 

 

 

PAGE: 67 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

26               Financial Expenses and Income

 

 

April to

June 2015

January to

June 2015

April to

June 2014

January to

June 2014

Financial expenses

 

 

 

 

Interest and charges on loans and financing –

local currency

(81,058)

(167,721)

(79,962)

(162,171)

Interest and charges on loans and financing –

foreign currency

(25,075)

(55,542)

(23,098)

(47,441)

Other financial expenses

(34,020)

(56,637)

(20,994)

(42,025)

Income tax over international remittance

(5,025)

(8,938)

(4,154)

(6,739)

Inflation adjustment on loans and financing (i)

(41,609)

(97,750)

(28,932)

(61,986)

Inflation adjustment on Sabesprev Mais deficit

(496)

(928)

(345)

(684)

Other inflation adjustments

(4,636)

(9,027)

(3,378)

(5,869)

Interest and inflation adjustments on provisions (ii)

13,008

12,009

(29,546)

(49,492)

Total financial expenses

(178,911)

(384,534)

(190,409)

(376,407)

 

 

 

 

 

Financial income

 

 

 

 

Inflation adjustment gains

34,799

65,112

10,894

36,238

Income on short-term investments

47,879

94,911

48,398

96,104

Interest and other income

41,138

67,622

25,583

49,385

Dividends

1,526

1,526

-

-

Total financial income

125,342

229,171

84,875

181,727

 

 

 

 

 

Financial, net before foreign exchange variations

(53,569)

(155,363)

(105,534)

(194,680)

 

 

 

 

 

Net foreign exchange gains (losses)

 

 

 

 

Foreign exchange change on loans and financing (iii)

209,114

(675,304)

84,228

201,264

Other foreign exchange variations

(201)

(308)

(3)

(30)

Foreign exchange gains

48

607

(268)

(612)

Foreign exchange variations, net

208,961

(675,005)

83,957

200,622

 

 

 

 

 

Financial, net

155,392

(830,368)

(21,577)

5,942

 

 

(i)        The monetary variation derives from increase in the indexes defined in the loan agreements, such as, TR and IPCA, which were 0.4% and 2.3%, respectively, in the second quarter of 2015 (0.2% and 1.5%, respectively, in same period of 2014). The exposures to these rates are shown in Note 4.1 (d).

(ii)      The variation is mainly due to reversal of inflation adjustment of environmental claims, due to court decision favorable to the Company.

(iii)    The variation in foreign exchange expenses mainly derives from depreciation of the US dollar and Yen in the second quarter of 2015, of 3.3% and 5.0%, respectively, compared to depreciation of 2.7% and 1.0%, respectively, in the same period of 2014.

 

PAGE: 68 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

27                Other operating income (expenses), net

 

 

 

 

April to

June 2015

January to

June 2015

April to

June 2014

January to

June 2014

 

 

 

 

 

Other net operating income

35,186

64,469

21,638

38,145

Other operating expenses

(23,409)

(20,635)

(16,429)

(76,005)

 

 

 

 

 

Other operating income (expenses), net

11,777

43,834

5,209

(37,860)

 

 

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

 

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

 

28               Commitments

 

 

The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. Below, main committed amounts as of June 30, 2015:

 

 

June to

December 2015

2016 – 2017

2018 – 2019

2020

 onwards

Total

Contractual obligations- Expenses

587,200

1,147,896

267,666

4,225,624

6,228,386

Contractual obligations- Investments

696,033

2,177,546

149,064

2,186,389

5,209,032

Total

1,283,233

3,325,442

416,730

6,412,013

11,437,418

 

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

 

 

PAGE: 69 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

29               Additional information on cash flows

 

 

 

January to June

2015

January to June

2014

 

 

 

Total additions of intangible assets (Note 13)

1,596,965

1,345,203

 

 

 

Items not affecting cash (see breakdown below)

(400,964)

(215,081)

 

 

 

Total additions to intangible assets as per statement of cash flows

1,196,001

1,130,122

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

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

148,021

74,718

Contractors payable

(54,010)

(6,926)

Program contract commitments

62,605

70,251

Public-Private-Partnership (Note 13 (h))

186,405

-

Leasing

26,316

51,751

Construction margin (Notes 13 (f) and 23)

31,627

25,287

Total

400,964

215,081

 

PAGE: 70 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

30               Events after the reporting period

 

·    Extraordinary Shareholders’ Meeting

 

An Extraordinary Shareholders’ Meeting (AGE) was held on July 21, 2015 to re-ratify Management and Fiscal Council members’ overall compensation for the fiscal year of 2015, pursuant to the Management proposal disclosed.

 

The overall compensation of Management and Fiscal Council members for the fiscal year of 2015 was approved by majority vote, in the maximum amount of four million, five hundred, thirty-six thousand, thirty-four reais and eighty-nine centavos (R$4,536,034.89). Such amount includes a fixed monthly compensation of R$20,590.00 for Officers; R$6,177.00 for members of the Board of Directors and R$4,118.00 for Fiscal Council members and other benefits, besides corresponding charges.

 

 

·    Water Supply and Sewage Services Agreement

 

On August 5, 2015, the Company formalized the Water Supply and Sewage Services Agreement with the municipality of Santa Isabel for a 30-year term.

 

 

PAGE: 71 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Notes to the Interim Financial Information

Version: 1

 

 

Comments on the Company’s projections

 

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

 

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

 

PAGE: 72 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Other Information Deemed as Relevant by the Company

Version: 1

 

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

 

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
Position as of 06/30/2015

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524,285

50.3%

Management

 

 

 

 

Board of Directors

-

-

-

-

Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

15

-

15

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,524,285

50.3%

343,524,285

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,985,569

49.7%

339,985,569

49.7%

 

PAGE: 73 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Other Information Deemed as Relevant by the Company

Version: 1

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
Position as of 06/30/2014

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524,285

50.3%

Management

 

 

 

 

Board of Directors

-

-

-

-

Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,524,285

50.3%

343,524,285

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,985,584

49.7%

339,985,584

49.7%

 

 

2.         SHAREHOLDING POSITION

 

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

Company:
CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Position as of 06/30/2015
(shares)

 

Common shares

Total

Shareholder

Number of shares

%

Number of shares

%

Treasury Department

343,524,285

50.3

343,524,285

50.3

 

PAGE: 74 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Version: 1

 

Reports and Statements / Unqualified Report on Special Review

 

 

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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

São Paulo - SP

Introduction

We have reviewed the accompanying interim financial information of Companhia de Saneamento Básico do Estado de São Paulo - SABESP (the “Company”) included in the Quarterly Information Form (ITR), for the quarter ended June 30, 2015, which comprises the financial position as of June 30, 2015 and the related statements of income and comprehensive income for the three and six-month periods then ended and changes in equity and cash flows for the six-month period then ended, including the explanatory notes.

 

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

Scope of review

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

Conclusion on the interim financial information

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

 

PAGE: 75 of 76


 
 

ITR - Quarterly Information Form - 06/30/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Version: 1

Other matters

Statements of value added

We have also reviewed the statements of value added (DVA) for the six-month period ended June 30, 2015, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM - Brazilian Securities and Exchange Commission applicable to the preparation of Interim Financial Information - ITR and considered as supplemental information by IFRSs, which does not require the presentation of DVA. These statements were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the interim financial information taken as a whole.

 

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

 

São Paulo, August 13, 2015

DELOITTE TOUCHE TOHMATSU

Délio Rocha Leite

Auditores Independentes

Engagement Partner

 

 

PAGE: 76 of 76

 

 

SIGNATURE  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: August 31, 2015
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/  Rui de Britto Álvares Affonso    
 
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

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