6-K 1 sbsitr2q19_6k.htm FORM 6-K sbsitr2q19_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, 2019
(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 Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Table of contents

 

   

Company Information 

 

Capital Breakdown 

1 

Cash Proceeds 

2 

Parent Companys Financial Statements 

 

Statement of Financial Position - Assets 

3 

Statement of Financial Position - Liabilities 

4 

Income Statement 

6 

Statement of Comprehensive Income 

8 

Statement of Cash Flows 

9 

Statement of Changes in Equity 

 

1/01/2019 to 6/30/2019 

11 

1/01/2018 to 6/30/2018 

12 

Statement of Value Added 

13 

Comments on the Companys Performance 

14 

Notes to the Interim Financial Information 

23 

Comments on the Companys Projections 

86 

Other Information Deemed as Relevant by the Company 

87 

Reports and Statements 

 

Unqualified Reports on Special Review 

89 

Executive Officers’ Statement on the Financial Statements 

90 

Executive OfficersStatement on the Report of Independent Public Accounting Firm

91 

 

 


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Company Information / Capital Breakdown

 

 

Number of Shares

Current Quarter

(Units)

6/30/2019

Paid-in Capital

 

Common

683,509,869

Preferred

0

Total

683,509,869

Treasury Shares

 

Common

0

Preferred

0

Total

0

 

 

 

 

PAGE 1 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

 

 

Company Information / Cash Proceeds

 

Event                                                Approval              Proceeds                                    Date of Payment        Type of Share      Class of Share                          

Proceed per Share

(Reais / Share)

Board of Directors’ Meeting 3/28/2019              Interest on Equity                               6/28/2019             

                           1.15900

 

 


 

 

 

 

 

 

 

PAGE 2 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

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

 

Code

Description

Current Quarter

Previous Year

 

 

6/30/2019

12/31/2018

1

Total Assets

43,984,577

43,565,118

1.01

Current Assets

5,227,461

5,602,242

1.01.01

Cash and Cash Equivalents

2,663,892

3,029,191

1.01.03

Accounts Receivable

2,135,340

2,017,481

1.01.03.01

Trade Receivables

1,964,557

1,843,333

1.01.03.02

Other Receivable

170,783

174,148

1.01.03.02.01

Related-Party Balances

170,783

174,148

1.01.04

Inventories

120,393

65,596

1.01.06

Recoverable Taxes

204,554

380,703

1.01.06.01

Current Recoverable Taxes

204,554

380,703

1.01.08

Other Current Assets

103,282

109,271

1.01.08.03

Other

103,282

109,271

1.01.08.03.01

Restricted Cash

24,670

31,900

1.01.08.03.20

Other Receivables

78,612

77,371

1.02

Noncurrent Assets

38,757,116

37,962,876

1.02.01

Long-Term Assets

8,219,247

8,590,597

1.02.01.04

Accounts Receivable

187,523

209,083

1.02.01.04.01

Trade Receivables

187,523

209,083

1.02.01.09

Receivables from Related Parties

670,879

669,102

1.02.01.09.03

Receivables from Controlling Shareholders

670,879

669,102

1.02.01.10

Other Noncurrent Assets

7,360,845

7,712,412

1.02.01.10.04

Escrow Deposits

166,304

152,018

1.02.01.10.05

Water National Agency (ANA)

43,798

49,136

1.02.01.10.06

Contract Asset

7,038,088

7,407,948

1.02.01.10.20

Other Receivables

112,655

103,310

1.02.02

Investments

108,414

92,207

1.02.02.01

Equity Investments

60,819

44,587

1.02.02.01.03

Equity Investments in Jointly-Owned Subsidiaries

60,819

44,587

1.02.02.02

Investment Properties

47,595

47,620

1.02.03

Property, Plant and Equipment

283,957

267,612

1.02.04

Property, Plant and Equipment

30,145,498

29,012,460

1.02.04.01

Intangible Assets

30,145,498

29,012,460

1.02.04.01.01

Concession Agreements

4,107,649

5,305,353

1.02.04.01.02

Program Contracts

11,415,303

9,857,480

1.02.04.01.03

Service Contracts

14,044,317

13,391,452

1.02.04.01.04

Software License of Use

491,531

458,175

1.02.04.01.05

Right of Use

86,698

0

 

PAGE 3 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

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

 

Code

Description

Current Quarter

Previous Year

 

 

6/30/2019

12/31/2018

2

Total Liabilities

43,984,577

43,565,118

2.01

Current Liabilities

4,450,522

5,398,632

2.01.01

Labor and Pension Plan Liabilities

548,023

564,830

2.01.01.01

Social Security Liabilities

25,993

48,539

2.01.01.02

Tax Liabilities

522,030

516,291

2.01.02

Trade Payables

454,105

465,993

2.01.02.01

Domestic Suppliers

454,105

465,993

2.01.03

Tax Liabilities

272,519

200,563

2.01.03.01

Federal Tax Liabilities

268,607

196,014

2.01.03.01.01

Income Tax and Social Contribution Payable

118,999

0

2.01.03.01.02

Pis-Pasep and Cofins Payable

85,268

82,381

2.01.03.01.03

INSS (social security contribution) Payable

38,945

38,871

2.01.03.01.20

Other Federal Taxes

25,395

74,762

2.01.03.03

Municipal Tax Liabilities

3,912

4,549

2.01.04

Borrowings and Financing

1,523,541

2,103,612

2.01.04.01

Borrowings and Financing

857,219

1,035,025

2.01.04.01.01

In Local Currency

260,320

296,525

2.01.04.01.02

In Foreign Currency

596,899

738,500

2.01.04.02

Debentures

599,824

1,049,510

2.01.04.03

Financing through Finance Lease

66,498

19,077

2.01.05

Other Liabilities

1,165,291

1,605,247

2.01.05.01

Payables to Related Parties

2,423

8,694

2.01.05.01.03

Payables to Controlling Shareholders

2,423

8,694

2.01.05.02

Other

1,162,868

1,596,553

2.01.05.02.01

Dividends and Interest on Equity Payable

573

673,765

2.01.05.02.04

Services Payable

495,394

454,022

2.01.05.02.05

Refundable Amounts

24,157

13,419

2.01.05.02.06

Program Contract Commitments

368,801

230,695

2.01.05.02.07

Public-Private Partnership (PPP)

124,198

137,827

2.01.05.02.09

Indemnities

11,257

11,257

2.01.05.02.20

Other Liabilities

138,488

75,568

2.01.06

Provisions

487,043

458,387

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

252,568

169,060

2.01.06.01.01

Tax Provisions

34,567

33,434

2.01.06.01.02

Social Security and Labor Provisions

144,677

56,243

2.01.06.01.04

Civil Provisions

73,324

79,383

2.01.06.02

Other Provisions

234,475

289,327

2.01.06.02.03

Provisions for Environmental Liabilities and Decommissioning

14,597

14,175

2.01.06.02.04

Provisions for Customers

193,508

231,547

2.01.06.02.05

Provisions for Suppliers

26,370

43,605

2.02

Noncurrent Liabilities

18,941,032

18,614,798

2.02.01

Borrowings and Financing

11,382,733

11,049,184

2.02.01.01

Borrowings and Financing

8,063,750

8,153,545

2.02.01.01.01

In Local Currency

2,307,406

2,222,636

2.02.01.01.02

In Foreign Currency

5,756,344

5,930,909

2.02.01.02

Debentures

2,725,015

2,346,050

 

PAGE 4 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

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

 

Code

Description

Current Quarter

Previous Year

 

 

6/30/2019

12/31/2018

2.02.01.03

Financing through Finance Lease

593,968

549,589

2.02.02

Other Liabilities

6,869,552

6,869,897

2.02.02.02

Other

6,869,552

6,869,897

2.02.02.02.04

Pension Plan Liabilities

3,001,479

2,970,009

2.02.02.02.05

Program Contract Commitments

121,309

142,314

2.02.02.02.06

Public-Private Partnership (PPP)

3,250,911

3,275,297

2.02.02.02.07

Indemnities

31,146

31,146

2.02.02.02.08

Labor Liabilities

146,154

126,673

2.02.02.02.09

Deferred Cofins / Pasep

140,622

140,830

2.02.02.02.20

Other Liabilities

177,931

183,628

2.02.03

Deferred Taxes

242,960

261,242

2.02.03.01

Deferred Income Tax and Social Contribution

242,960

261,242

2.02.03.01.01

Deferred Income Tax and Social Contribution

242,960

261,242

2.02.04

Provisions

445,787

434,475

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

251,367

262,970

2.02.04.01.01

Tax Provisions

20,901

21,810

2.02.04.01.02

Social Security and Labor Provisions

222,303

235,760

2.02.04.01.04

Civil Provisions

8,163

5,400

2.02.04.02

Other Provisions

194,420

171,505

2.02.04.02.03

Provisions for Environmental Liabilities and Decommissioning

189,535

156,244

2.02.04.02.04

Provisions for Customers

4,885

15,261

2.03

Equity

20,593,023

19,551,688

2.03.01

Paid-up Capital

15,000,000

15,000,000

2.03.04

Profit Reserve

5,040,452

5,100,783

2.03.04.01

Legal Reserve

1,200,030

1,200,030

2.03.04.08

Additional Dividend Proposed

0

60,331

2.03.04.10

Reserve for Investments

3,840,422

3,840,422

2.03.05

Retained Earnings/Accumulated Losses

1,101,666

0

2.03.06

Equity Valuation Adjustments

-549,095

-549,095

 

PAGE 5 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

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

 

Code

Description

Current Quarter

YTD Current

Same Quarter

YTD Previous

 

 

4/01/2019 to 6/30/2019

Year

Previous Year

Year

 

 

 

1/01/2019 to 6/30/2019

4/01/2018 to 6/30/2018

1/01/2018 to 6/30/2018

3.01

Revenue from Sales and/or Services

3,997,910

7,876,414

3,672,234

7,371,902

3.02

Cost of Sales and/or Services

-2,563,979

-4,901,082

-2,152,364

-4,291,601

3.02.01

Cost of Sales and/or Services

-1,890,929

-3,638,074

-1,500,316

-3,006,901

3.02.02

Construction Cost

-673,050

-1,263,008

-652,048

-1,284,700

3.03

Gross Profit

1,433,931

2,975,332

1,519,870

3,080,301

3.04

Operating Income/Expenses

-629,561

-1,029,306

-447,944

-925,770

3.04.01

Selling Expenses

-283,984

-482,939

-225,406

-449,561

3.04.01.01

Selling Expenses

-203,169

-394,364

-167,339

-342,863

3.04.01.02

Allowance for Doubtful Accounts

-80,815

-88,575

-58,067

-106,698

3.04.02

General and Administrative Expenses

-347,097

-557,478

-239,735

-507,715

3.04.04

Other Operating Income

20,831

34,216

36,996

54,421

3.04.04.01

Other Operating Income

22,955

37,947

39,957

59,417

3.04.04.02

Cofins and Pasep

-2,124

-3,731

-2,961

-4,996

3.04.05

Other Operating Expenses

-23,532

-29,090

-20,676

-26,609

3.04.06

Equity Results

4,221

5,985

877

3,694

3.05

Income before Financial Result and Taxes

804,370

1,946,026

1,071,926

2,154,531

3.06

Financial Result

-155,577

-306,033

-837,234

-1,031,167

3.06.01

Financial Income

93,875

196,075

144,200

221,299

3.06.01.01

Financial Income

97,108

205,058

149,717

230,716

3.06.01.02

Exchange Gains

1,322

591

2,196

2,062

3.06.01.03

Cofins and Pasep

-4,555

-9,574

-7,713

-11,479

3.06.02

Financial Expenses

-249,452

-502,108

-981,434

-1,252,466

3.06.02.01

Financial Expenses

-308,258

-560,735

-184,095

-343,112

3.06.02.02

Exchange Losses

58,806

58,627

-797,339

-909,354

3.07

Earnings before Income Tax

648,793

1,639,993

234,692

1,123,364

3.08

Income Tax and Social Contribution

-194,418

-538,327

-52,806

-361,047

3.08.01

Current

-246,124

-556,609

25,238

-300,632

3.08.02

Deferred

51,706

18,282

-78,044

-60,415

 

PAGE 6 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

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

 

Code

Description

Current Quarter

YTD Current

Same Quarter

YTD Previous

 

 

4/01/2019 to 6/30/2019

Year

Previous Year

Year

 

 

 

1/01/2019 to 6/30/2019

4/01/2018 to 6/30/2018

1/01/2018 to 6/30/2018

3.09

Net Result from Continued Operations

454,375

1,101,666

181,886

762,317

3.11

Profit/Loss for the Period

454,375

1,101,666

181,886

762,317

3.99

Earnings per Share - (Reais / Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common

0.66477

1.61178

0.26611

1.11530

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common

0.66477

1.61178

0.26611

1.11530

 

PAGE 7 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Parent Company’s Financial Statements / Statement of Comprehensive Income

 

(R$ thousand)

 

Code Description                                                                                                                                  

Current Quarter
4/01/2019 to 6/30/2019

YTD Current
Year
1/01/2019 to 6/30/2019

Same Quarter 
Previous Year 
4/01/2018 to 6/30/2018

YTD Previous

Year
1/01/2018 to 6/30/2018

4.01

Net Income for the Period

454,375

1,101,666

181,886

762,317

4.03

Comprehensive Income for the Period

454,375

1,101,666

181,886

762,317

 


 

 

PAGE 8 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Parent Company’s Financial Statements / Statement of Cash Flow - Indirect Method (R$ thousand)

 

Code

Description

YTD Current Year

YTD Previous Year

 

 

1/01/2019 to 6/30/2019

1/01/2018 to 6/30/2018

6.01

Net Cash from Operating Activities

1,835,367

1,953,710

6.01.01

Cash from Operations

3,064,366

3,242,142

6.01.01.01

Profit before Income Tax and Social Contribution

1,639,993

1,123,364

6.01.01.02

Provision and Inflation Adjustments on Provisions

159,872

50,040

6.01.01.04

Finance Charges from Customers

-152,075

-148,191

6.01.01.05

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

14,192

13,784

6.01.01.06

Depreciation and Amortization

835,401

654,886

6.01.01.07

Interest on Borrowings and Financing Payable

273,784

256,304

6.01.01.08

Monetary and Exchange Rate Changes on Borrowings and Financing

-28,631

941,692

6.01.01.09

Interest and Monetary Changes on Liabilities

21,874

16,025

6.01.01.10

Interest and Monetary Changes on Assets

-21,076

-39,672

6.01.01.11

Allowance for Doubtful Accounts

88,575

106,698

6.01.01.12

Provision for Consent Decree (TAC)

15,426

51,730

6.01.01.13

Equity Results

-5,985

-3,694

6.01.01.15

Other Adjustments

119,421

12,442

6.01.01.16

Transfer of Funds to the São Paulo Municipal Government

-1,076

114,498

6.01.01.17

Construction Margin over Intangible Assets Resulting from Concession Contracts

-29,049

-29,548

6.01.01.18

Pension Plan Liabilities

133,720

121,784

6.01.02

Changes in Assets and Liabilities

-469,596

-620,146

6.01.02.01

Trade Receivables

-40,291

21,491

6.01.02.02

Related-Party Balances and Transactions

19,411

32,345

6.01.02.03

Inventories

-54,797

20,828

6.01.02.04

Recoverable Taxes

176,149

-51,061

6.01.02.05

Other Receivables

9,197

-45,628

6.01.02.06

Escrow Deposits

-6,906

1,089

6.01.02.08

Accounts Payable to Suppliers and Contractors

-331,681

-248,804

6.01.02.09

Salaries, Payroll Charges and Social Contributions

-32,233

-60,877

6.01.02.10

Pension Plan Liabilities

-102,250

-101,094

6.01.02.11

Taxes and Contributions Payable

-109,030

-44,327

6.01.02.12

Services Payable

42,448

-103,685

6.01.02.13

Other Liabilities

80,499

91,237

6.01.02.14

Provisions

-119,904

-132,384

6.01.02.15

Deferred Cofins/Pasep

-208

724

6.01.03

Other

-759,403

-668,286

6.01.03.01

Interest Paid

-390,247

-360,993

6.01.03.02

Income Tax and Social Contribution Paid

-369,156

-307,293

6.02

Net Cash from Investing Activities

-922,656

-801,574

6.02.01

Acquisition of Property, Plant and Equipment

-28,614

-12,572

6.02.02

Acquisition of Intangible Assets

-901,495

-801,502

6.02.03

Increase in Investments

223

-655

6.02.04

Restricted Cash

7,230

5,024

6.02.06

Receipt from the Sale of Assets

0

8,131

 

PAGE 9 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Parent Company’s Financial Statements / Statement of Cash Flow - Indirect Method (R$ thousand)

 

Code

Description

YTD Current

Year

YTD Previous Year

 

 

1/01/2019 to 6/30/2019

1/01/2018 to 6/30/2018

6.03

Net Cash from Financing Activities

-1,278,010

-602,448

6.03.01

Funding

1,150,807

1,085,460

6.03.02

Amortization

-1,476,152

-975,245

6.03.03

Payment of Interest on Equity

-739,990

-653,393

6.03.04

Public-Private Partnership (PPP)

-211,253

-27,786

6.03.05

Program Contract Commitments

-1,422

-31,484

6.05

Increase (Decrease) in Cash and Cash Equivalents

-365,299

549,688

6.05.01

Opening Balance of Cash and Cash Equivalents

3,029,191

2,283,047

6.05.02

Closing Balance of Cash and Cash Equivalents

2,663,892

2,832,735

 

PAGE 10 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Parent Company’s Financial Statements / Statement of Changes in Equity / 1/01/2019 to 6/30/2019 (R$ thousand)

 

 

 

Description

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Accumulated Losses

Other Comprehensive Income

Equity

5.01

Opening Balances

15,000,000

0

5,100,783

0

-549,095

19,551,688

5.03

Restated Opening Balances

15,000,000

0

5,100,783

0

-549,095

19,551,688

5.04

Capital Transactions with Partners

0

0

-60,331

0

0

-60,331

5.04.08

Approved Additional Dividends

0

0

-60,331

0

0

-60,331

5.05

Total Comprehensive Income

0

0

0

1,101,666

0

1,101,666

5.05.01

Net Income for the Period

0

0

0

1,101,666

0

1,101,666

5.07

Closing Balances

15,000,000

0

5,040,452

1,101,666

-549,095

20,593,023

 

PAGE 11 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Parent Company’s Financial Statements / Statement of Changes in Equity / 1/01/2018 to 6/30/2018 (R$ thousand)

 

Code

Description

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Accumulated Losses

Other Comprehensive Income

Equity

5.01

Opening Balances

10,000,000

0

8,051,110

0

-538,101

17,513,009

5.03

Restated Opening Balances

10,000,000

0

8,051,110

0

-538,101

17,513,009

5.04

Capital Transactions with Parents

0

0

-53,539

0

0

-53,539

5.04.08

Approved Additional Dividends

0

0

-53,539

0

0

-53,539

5.05

Total Comprehensive Income

0

0

0

762,317

0

762,317

5.05.01

Net Income for the Period

0

0

0

762,317

0

762,317

5.07

Closing Balances

10,000,000

0

7,997,571

762,317

-538,101

18,221,787

 

PAGE 12 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

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

 

Code

Description

YTD Current Year

YTD Previous Year

 

 

1/01/2019 to 6/30/2019

1/01/2018 to 6/30/2018

7.01

Revenue

8,356,624

7,797,662

7.01.01

Goods, Products and Services Sold

7,115,195

6,530,695

7.01.02

Other Revenue

37,947

59,417

7.01.03

Revenue from Construction of Own Assets

1,292,057

1,314,248

7.01.04

Allowance for/Reversal of Doubtful Accounts

-88,575

-106,698

7.02

Inputs Acquired from Third Parties

-3,250,879

-2,715,901

7.02.01

Costs of Sales and Services

-2,648,235

-2,205,770

7.02.02

Materials, Electricity, Outside Services and Others

-573,554

-483,506

7.02.04

Other

-29,090

-26,625

7.03

Gross Value Added

5,105,745

5,081,761

7.04

Retentions

-835,401

-654,886

7.04.01

Depreciation, Amortization and Depletion

-835,401

-654,886

7.05

Net Value Added Produced

4,270,344

4,426,875

7.06

Wealth Received in Transfer

211,634

236,472

7.06.01

Equity Results

5,985

3,694

7.06.02

Financial Income

205,649

232,778

7.07

Total Value Added to Distribute

4,481,978

4,663,347

7.08

Value Added Distribution

4,481,978

4,663,347

7.08.01

Personnel

1,326,445

1,190,617

7.08.01.01

Salaries and Wages

860,598

884,080

7.08.01.02

Benefits

387,075

285,689

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

78,772

20,848

7.08.02

Taxes and Contributions

1,390,131

1,125,202

7.08.02.01

Federal

1,285,678

1,043,257

7.08.02.02

State

69,243

57,768

7.08.02.03

Municipal

35,210

24,177

7.08.03

Value Distributed to Providers of Capital

663,736

1,585,211

7.08.03.01

Interest

633,111

1,543,801

7.08.03.02

Rental

30,625

41,410

7.08.04

Value Distributed to Shareholders

1,101,666

762,317

7.08.04.03

Retained Earnings / Accumulated Loss for the Period

1,101,666

762,317

 

PAGE 13 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Comments on the Company's Performance

 

1.    Financial highlights

 

R$ million

 

 

 

Var.

 

 

Var.

 

2Q19

2Q18

R$

%

1H19

1H18

R$

%

Gross operating revenue (1)

3,579.0

3,249.8

329.2

10.1

7,115.2

6,530.7

584.5

9.0

Construction revenue

688.5

667.0

21.5

3.2

1,292.0

1,314.2

(22.2)

(1.7)

COFINS and PASEP and TRCF taxes (2)

(269.6)

(244.6)

(25.0)

10.2

(530.8)

(473.0)

(57.8)

12.2

(=) Net operating revenue

3,997.9

3,672.2

325.7

8.9

7,876.4

7,371.9

504.5

6.8

Costs and expenses

(2,522.0)

(1,965.5)

(556.5)

28.3

(4,678.5)

(3,964.2)

(714.3)

18.0

Construction costs

(673.0)

(652.0)

(21.0)

3.2

(1,263.0)

(1,284.7)

21.7

(1.7)

Equity result

4.2

0.9

3.3

366.7

6.0

3.7

2.3

62.2

Other operating revenue (expenses), net

(2.7)

16.3

(19.0)

(116.6)

5.1

27.8

(22.7)

(81.7)

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

804.4

1,071.9

(267.5)

(25.0)

1,946.0

2,154.5

(208.5)

(9.7)

Financial result

(155.6)

(837.2)

681.6

(81.4)

(306.0)

(1,031.2)

725.2

(70.3)

(=) Earnings before income tax and social contribution

648.8

234.7

414.1

176.4

1,640.0

1,123.3

516.7

46.0

Income tax and social contribution

(194.4)

(52.8)

(141.6)

268.2

(538.3)

(361.0)

(177.3)

49.1

(=) Net income

454.4

181.9

272.5

149.8

1,101.7

762.3

339.4

44.5

Earnings per share (R$) *

0.66

0.27

 

 

1.61

1.12

 

 

 

(1)   Includes Regulation, Control and Inspection Fee (TRCF), totaling R$ 17.0 million in 2Q19 and R$ 15.8 million in 2Q18.

(2)   Includes TRCF transfer, totaling R$ 15.1 million in 2Q19 and R$ 13.5 million in 2Q18.

(*) Total shares = 683,509,869

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

R$ million

 

 

 

Var.

 

 

Var.

 

2Q19

2Q18

R$

%

1H19

1H18

R$

%

Net income

454.4

181.9

272.5

149.8

1,101.7

762.3

339.4

44.5

Income tax and social contribution

194.4

52.8

141.6

268.2

538.3

361.0

177.3

49.1

Financial result

155.6

837.2

(681.6)

(81.4)

306.0

1,031.2

(725.2)

(70.3)

Other operating revenues (expenses), net

2.7

(16.3)

19.0

(116.6)

(5.1)

(27.8)

22.7

(81.7)

(=) Adjusted EBIT *

807.1

1,055.6

(248.5)

(23.5)

1,940.9

2,126.7

(185.8)

(8.7)

Depreciation and amortization

424.5

327.0

97.5

29.8

835.4

654.9

180.5

27.6

(=) Adjusted EBITDA **

1,231.6

1,382.6

(151.0)

(10.9)

2,776.3

2,781.6

(5.3)

(0.2)

(%) Adjusted EBITDA margin

30.8

37.7

 

 

35.2

37.7

 

 

 

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

** Adjusted EBITDA corresponds to 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 2Q19, net operating revenue, which considers construction revenue, totaled R$ 3,997.9 million, 8.9% up from 2Q18.

Costs and expenses, which consider construction costs, totaled R$ 3,195.0 million, 22.1% up from 2Q18.

Adjusted EBIT, totaling R$ 807.1 million, fell 23.5% from the R$ 1,055.6 million reported in 2Q18.

Adjusted EBITDA, totaling R$ 1,231.6 million, fell 10.9% from the R$ 1,382.6 million reported in 2Q18 (R$ 6,535.3 million in the last 12 months).

The adjusted EBITDA margin reached 30.8% in 2Q19, versus 37.7% in 2Q18 (39.4% in the last 12 months).

Excluding the effects of revenue and construction costs, adjusted EBITDA margin reached 36.8% in 2Q19, versus 45.5% in 2Q18 (46.9% in the last 12 months).

Net income totaled R$ 454.4 million in 2Q19, versus net income of R$ 181.9 million in 2Q18.

PAGE 14 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Comments on the Company's Performance

 

 

2.    Gross operating revenue

The gross operating revenue related to sanitation services, in the amount of R$ 3,579.0 million, which does not consider construction revenue, increased by R$ 329.2 million, or 10.1%, from the R$ 3,249.8 million in 2Q18.

The main factors that led to the increase were:

 

·        3.5% tariff repositioning index since June 2018 and 4.7% tariff adjustment since May 2019 with approximately 4% impact on operating revenue;

·        2.6% increase in total billed volume, as a result of a 0.2% decrease in the water billed volume and a 6.1% increase in the sewage billed volume; and

·        Beginning of operations in the municipality of Guarulhos in January 2019, generating an increase of R$ 90.6 million or 2.8% in operating revenue.

 

 

3.   Construction revenue

Construction revenue increased by R$ 21.5 million, or 3.2%, YoY, mainly due to higher asset investments in 2Q19.

PAGE 15 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Comments on the Company's Performance

 

 

4.   Billed volume

 

The tables below show water and sewage billed volumes, quarter-over-quarter and YTD, according to the consumer category and region.

 

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

 

Water

Sewage

Water + Sewage

Category

2Q19

2Q18

Var. %

2Q19

2Q18

Var. %

2Q19

2Q18

Var. %

Residential

420.4

398.1

5.6

362.0

340.8

6.2

782.4

738.9

5.9

Commercial

43.7

41.7

4.8

42.7

40.4

5.7

86.4

82.1

5.2

Industrial

8.1

7.7

5.2

9.9

9.2

7.6

18.0

16.9

6.5

Public

11.4

10.5

8.6

10.2

9.4

8.5

21.6

19.9

8.5

Total retail

483.6

458.0

5.6

424.8

399.8

6.3

908.4

857.8

5.9

Wholesale (3)

38.6

65.1

(40.7)

8.4

8.5

(1.2)

47.0

73.6

(36.1)

Total

522.2

523.1

(0.2)

433.2

408.3

6.1

955.4

931.4

2.6

 

Water

Sewage

Water + Sewage

Category

1H19

1H18

Var. %

1H19

1H18

Var. %

1H19

1H18

Var. %

Residential

852.5

805.0

5.9

731.8

687.4

6.5

1,584.3

1,492.4

6.2

Commercial

87.4

83.8

4.3

84.9

80.4

5.6

172.3

164.2

4.9

Industrial

16.4

15.5

5.8

19.8

19.0

4.2

36.2

34.5

4.9

Public

21.8

20.1

8.5

19.5

18.1

7.7

41.3

38.2

8.1

Total retail

978.1

924.4

5.8

856.0

804.9

6.3

1,834.1

1,729.3

6.1

Wholesale (3)

76.8

129.6

(40.7)

17.0

16.1

5.6

93.8

145.7

(35.6)

Total

1,054.9

1,054.0

0.1

873.0

821.0

6.3

1,927.9

1,875.0

2.8

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

 

Water

Sewage

Water + Sewage

Region

2Q19

2Q18

Var. %

2Q19

2Q18

Var. %

2Q19

2Q18

Var. %

Metropolitan

322.1

298.3

8.0

282.9

260.8

8.5

605.0

559.1

8.2

Regional (2)

161.5

159.7

1.1

141.9

139.0

2.1

303.4

298.7

1.6

Total retail

483.6

458.0

5.6

424.8

399.8

6.3

908.4

857.8

5.9

Wholesale (3)

38.6

65.1

(40.7)

8.4

8.5

(1.2)

47.0

73.6

(36.1)

Total

522.2

523.1

(0.2)

433.2

408.3

6.1

955.4

931.4

2.6

 

Water

Sewage

Water + Sewage

Region

1H19

1H18

Var. %

1H19

1H18

Var. %

1H19

1H18

Var. %

Metropolitan

644.4

598.0

7.8

564.2

521.6

8.2

1,208.6

1,119.6

7.9

Regional (2)

333.7

326.4

2.2

291.8

283.3

3.0

625.5

609.7

2.6

Total retail

978.1

924.4

5.8

856.0

804.9

6.3

1,834.1

1,729.3

6.1

Wholesale (3)

76.8

129.6

(40.7)

17.0

16.1

5.6

93.8

145.7

(35.6)

Total

1,054.9

1,054.0

0.1

873.0

821.0

6.3

1,927.9

1,875.0

2.8

 

(1)  Unaudited

(2)  Including coastal and interior regions

(3)  Wholesale volumes of reuse water and non-domestic sewage

PAGE 16 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Comments on the Company's Performance

 

 

5.   Costs, administrative & selling expenses and construction costs

Costs, administrative & selling expenses and construction costs increased by R$ 577.5 million in 2Q19 (22.1%). Excluding construction costs, the increase was R$ 556.5 million (28.3%).

Costs, administrative & selling expenses and construction costs as a percentage of net revenue was 79.9% in 2Q19, versus 71.3% in 2Q18.

 

R$ million

 

 

 

Var.

 

 

Var.

 

2Q19

2Q18

R$

%

1H19

1H18

R$

%

Salaries and payroll charges and Pension plan obligations

771.6

680.2

91.4

13.4

1,452.6

1,310.1

142.5

10.9

General supplies

71.4

53.9

17.5

32.5

128.8

108.9

19.9

18.3

Treatment supplies

75.7

61.4

14.3

23.3

162.4

137.4

25.0

18.2

Services

454.4

319.5

134.9

42.2

876.5

696.7

179.8

25.8

Electricity

279.5

228.8

50.7

22.2

562.6

450.7

111.9

24.8

General expenses

339.2

222.1

117.1

52.7

530.9

468.3

62.6

13.4

Tax expenses

24.9

14.5

10.4

71.7

40.7

30.5

10.2

33.4

Sub-total

2,016.7

1,580.4

436.3

27.6

3,754.5

3,202.6

551.9

17.2

Depreciation and amortization

424.5

327.0

97.5

29.8

835.4

654.9

180.5

27.6

Allowance for doubtful accounts

80.8

58.1

22.7

39.1

88.6

106.7

(18.1)

(17.0)

Sub-total

505.3

385.1

120.2

31.2

924.0

761.6

162.4

21.3

Costs, administrative and selling expenses

2,522.0

1,965.5

556.5

28.3

4,678.5

3,964.2

714.3

18.0

Construction costs

673.0

652.0

21.0

3.2

1,263.0

1,284.7

(21.7)

(1.7)

Costs, adm. & selling expenses and construction costs

3,195.0

2,617.5

577.5

22.1

5,941.5

5,248.9

692.6

13.2

% on net revenue

79.9

71.3

 

 

75.4

71.2

 

 

 

5.1.  Salaries and payroll charges and Pension plan obligations

 

In 2Q19, there was an increase of R$ 91.4 million, or 13.4%, due to the following:

 

·      Increase of R$ 44.6 million, mainly due to the addition of 619 employees since June 2018, (net of admissions and dismissals), the application of 1.0% referring to the Career and Salaries Plan (Plano de Cargos e Salários) in February 2019 and the 4.99% salary adjustment in May 2019;

·      Increase of R$ 29.0 million in medical expenses; and

·      Higher overtime expenses, of R$ 7.5 million.

 

 

5.2.  General supplies

 

Increased by R$ 17.5 million, or 32.5%, mainly due to the larger applications in the maintenance of water and sewage networks, systems and connections.

 

 

 

5.3.  Treatment supplies

 

Increase of R$ 14.3 million, or 23,3%, due to:

 

 

·  Greater need for application of oxygen and polymers in several Sewage Treatment Stations, in the amount of R$ 6.1 million; and

·  Greater need to use oxidizers and coagulants in water treatment, in the amount of R$ 3.9 million, mainly in the ABV Water Treatment Station.

PAGE 17 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Comments on the Company's Performance

 

 

5.4.  Services

 

Expenses with services increased by R$ 134.9 million, or 42.2%, to R$ 454.4 million, from the R$ 319.5 million recorded in 2Q18, mainly due to:

 

 

·      Higher expenses with third-party services, of R$ 46.7 million, due to the beginning of operations in the Municipality of Guarulhos in January 2019;

·      R$ 25.5 million increase in maintenance services in water and sewage networks and connections;

·      R$ 12,4 million increase in maintenance services and IT technical support;

·      Higher expenses with contracts to recover credits, of R$ 9.5 million;

·      Higher surveillance expenses, totaling R$ 8.1 million;

·      R$ 6.8 million increase in meter reading and bill delivery expenses; and

·      Higher expenses with paving and replacing of sidewalks, of R$ 5.0 million.

 

5.5.  Electricity

 

Electricity expenses totaled R$ 279.5 million in 2Q19, up R$ 50.7 million, or 22.2%, from the R$ 228.8 million recorded in 2Q18. Of total electricity expenses, ACL accounted for 19.8%, TUSD for 16.5% and ACR for 63.7%.

The key factors that led to this variation were:

 

 

·      Average decrease of 3.7% in energy prices of Free Market tariffs (Ambiente de Contratação Livre – ACL), with a 5.9% increase in consumption;

·      Average upturn of 32.6% in Grid Market Tariffs (Tarifas de Uso do Sistema de Distribuição – TUSD), with a 2.0% increase in consumption; and

·      Average increase of 11.1% in Regulated Market tariffs (Ambiente de Contratação Regulada – ACR), with a 12.5% increase in consumption.

 

5.6.  General expenses

 

Increase of R$ 117.1 million, or 52.7%, to R$ 339.2 million in 2Q19, versus R$ 222.1 million in 2Q18, mainly due to:

 

 

·      Higher provisioning of lawsuits in 2Q19, totaling R$ 52.3 million;

·      Expenses related to the conclusion of lawsuits, due to the agreement entered into with the municipality of São Bernardo do Campo, in the amount of R$ 39.0 million; and

·      Higher provision for transfers to the São Paulo Municipal Fund for Environmental Sanitation and Infrastructure, in the amount of R$ 9.7 million, due to higher revenue obtained in the municipality.

 

 

5.7.  Tax expenses

 

Increase of R$ 10.4 million, or 71.7%, mainly due to higher Property Tax (IPTU) expenses in 2Q19, in the amount of R$ 9.0 million.

 

 

5.8.  Depreciation and amortization

 

Depreciation and amortization expenses increased by R$ 97.5 million, or 29.8%, due to the start-up of intangible assets, in the amount of R$ 7.9 billion, of which R$ 3.4 billion related to the São Lourenço Production System.

PAGE 18 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Comments on the Company's Performance

 

 

5.9.  Allowance for doubtful accounts

 

Increase of R$ 22.7 million, due to higher delinquency in 2Q19, with an impact of R$ 53.5 million, partially offset by a higher number of agreements signed, in the amount of R$ 30.8 million.

 

 

 

6.   Other operating revenue (expenses), net

 

 

Other net operating revenue (expenses) fell by R$ 19.0 million, due to:

 

 

·      Non-recurring recovery of escrow deposits in 2Q18, in the amount of R$ 10.9 million; and

·      Non-recurring revenue from property expropriation in 2Q18, in the amount of R$ 8.1 million.

 

 

 

 

7. Financial result

 

 

 

 

 

 

R$ million

 

 

 

 

Var.

 

2Q19

2Q18

 

R$

%

Financial expenses, net of income

(176.0)

(66.9)

 

(109.1)

163.1

Net monetary and exchange variation

20.4

(770.3)

 

790.7

(102.6)

Financial result

(155.6)

(837.2)

 

681.6

(81.4)

 

7.1. Financial expenses, net of income

 

 

 

 

 

 

R$ million

 

 

 

 

Var.

 

2Q19

2Q18

 

R$

%

Financial expenses

Interest and charges on domestic loans and financing

 

(77.7)

 

(84.4)

 

 

6.7

 

(7.9)

Interest and charges on international loans and financing

(41.1)

(47.2)

 

6.1

(12.9)

Other financial expenses

(125.0)

(33.8)

 

(91.2)

269.8

Total financial expenses

(243.8)

(165.4)

 

(78.4)

47.4

Financial income

67.8

98.5

 

(30.7)

(31.2)

Financial expenses, net of income

(176.0)

(66.9)

 

(109.1)

163.1

 

7.1.1. Financial expenses

 

 

 

 

 

 

 

Increase of R$ 78.4 million, mainly due to:

 

·      R$ 91.2 million increase in other financial expenses, mainly as a result of: (i) the recognition of interest in 2Q19, in the amount of R$ 53.9 million, due to the full start-up of the São Lourenço Production System in July 2018; and (ii) higher recognition of interest on lawsuits, in the amount of R$ 24.1 million;

·      R$ 6.7 million decrease in interest and charges on domestic loans and financing, mainly due to the amortization of 15th, 17th and 20th debentures issues; and

·      R$ 6.1 million decrease in interest and charges on foreign loans and financing, mainly due to: (i) partial debt amortization in foreign currency; and (ii) 1.7% depreciation of the US dollar against the Brazilian real in 2Q19, compared to a 16.0% appreciation in 2Q18 and lower appreciation of the Yen against the Brazilian real in 2Q19, of 0.9%, compared to the 11.4% appreciation recorded in 2Q18.

PAGE 19 of 91


 
 
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Comments on the Company's Performance

 

 

7.1.2. Financial income

 

Decrease of R$ 30.7 million, mainly due to the higher recognition of interest on installment agreements in 2Q18, of R$ 25,3 million.

 

 

7.2. Monetary and exchange rate variation, net

R$ million

 

Var.

2Q19

2Q18

%

%

Monetary and exchange rate variation on liabilities

Monetary variation on loans and financing

(13.3)

(12.7)

(0.6)

4.7

Exchange rate changes on loans and financing

58.8

(797.3)

856.1

(107.4)

Other monetary variations

(51.1)

(6.0)

(45.1)

751.7

Total monetary and exchange rate variation on liabilities

(5.6)

(816.0)

810.4

(99.3)

Monetary and exchange rate variation on assets

26.0

45.7

(19.7)

(43.1)

Monetary and exchange rate variation, net

20.4

(770.3)

790.7

(102.6)

 

 

The effect of net monetary and exchange variation in 2Q19 was R$ 790.7 million lower than in 2Q18, highlighting the R$ 856.1 million decrease of exchange variation on loans and financing, as a result of the 1.7% depreciation of the US dollar against the Brazilian real in 2Q19, compared to a 16.0% appreciation in 2Q18, as well as the lower appreciation of the Yen against the Brazilian real in 2Q19 (0.9%), compared to the 11.4% appreciation recorded in 2Q18.

 

 

8.   Income tax and social contribution

The R$ 141.6 million increase was due to higher taxable income in 2Q19, mainly affected by lower exchange variation expenses and higher operating revenue, partially mitigated by higher costs and expenses.

 

 

9.   Indicators

 

9.1.  Operating

 

 

Operating indicators (*)

2Q19

2Q18

%

Water connections (1)

9,546

8,957

6.6

Sewage connections (1)

7,961

7,395

7.7

Population directly served - water (2)

26.3

24.9

5.6

Population directly served - sewage (2)

22.9

21.7

5.5

Number of employees

14,156

13,537

4.6

Water volume produced in the quarter (3)

719

695

3.5

Water volume produced in 6M (3)

1,430

1,396

2.4

IPM – Measured water loss (%) (4)

29.8

30.0

(0.7)

IPDt (liters/connection x day) (4)

291.0

293.0

(0.7)

 

 

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

(2) In million inhabitants, at the end of the period. Does not include wholesale.

(3) In millions of cubic meters.

(4) Does not include Guarulhos.

(*) Unaudited.

PAGE 20 of 91


 
 
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Comments on the Company's Performance

 

 

 

9.2.  Economic

 

 

Economic Variables at the close of the period (*)

2Q19

2Q18

Amplified Consumer Price Index (1)

0.71

1.89

National Consumer Price Index (1)

0.76

2.08

Consumer Price Index (1)

0.42

1.17

Referential Rate (1)

0.0000

0.0000

Interbank Deposit Certificate (2)

6.40

6.39

US DOLLAR (3)

3.8322

3.8558

YEN (3)

0.03554

0.03483

 

(1) Annual accrual, in %

(2) Annual average

(3) Ptax sale rate on the last day

(*)  Unaudited

 

 

10.   Loans and financing

In July, it was concluded the 24th Debenture Issue, the Company’s first “infrastructure debentures”, regulated by Law 12,431/11. The R$ 400 million raised will be allocated to infrastructure investments related to adjustment and modernization of water supply systems in 71 municipalities, in order to reduce water loss index  in said systems.

 

Information on the 24th Debenture Issue:

 

Series 1 – Amortization: 7th year

- Volume: R$ 100,000,000.00

-  Remuneration: IPCA + 3.20% p.a.

 

Series 2 – Amortization: Years 8/9/10

- Volume: R$ 300,000,000.00

-  Remuneration: IPCA + 3.37% p.a.

 

PAGE 21 of 91


 
 
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Comments on the Company's Performance

 

 

11.   Capex

R$ 739.6 million was invested in 2Q19 totaling R$ 1.5 billion in the first half of the year.

PAGE 22 of 91


 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

1             Operations

 

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

 

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

 

As of June 30, 2019, the Company operated water and sewage services in 371 municipalities of the State of São Paulo. Most of these municipalities’ operations are based on 30-year concession, program and services contracts; of the 371 municipalities served, 310 have already signed contracts until June 30, 2019.

 

SABESP is not temporarily operating in the municipalities of Macatuba and Cajobi due to judicial orders. The lawsuits are in progress and the carrying amount of these municipalities’ unamortized assets was R$ 4,345 as of June 30, 2019 (R$ 4,345 as of December 31, 2018).

 

As of June 30, 2019, 32 concession agreements had expired and are being negotiated. From July 1, 2019 to 2030, 29 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. The table below shows a summary of the contractual situation:

 

 

June 30,

2019

December 31, 2018

June 30,

2018

 

 

 

 

Total municipalities that have already signed contracts

310

305

293

 

 

 

 

Municipalities under negotiation (expired):

32

35

46

Balance – intangible and contract assets

R$ 3,709,463

R$ 4,485,203

R$ 6,205,950

   Percentage of intangible and contract assets

9.98%

12.32%

18.12%

   Gross revenue

R$ 470,996

R$ 1,035,906

R$ 811,669

   Percentage of gross revenue

5.60%

6.07%

10.35%

 

 

 

 

Municipality of São Paulo:

 

 

 

   Percentage of intangible and contract assets

45.62%

46.97%

48.50%

   Percentage of gross revenue

47.78%

51.52%

54.24%

 

 

 

 

 

 

PAGE 23 of 91


 
 
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Notes to the Interim Financial Information

 

 

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

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

ii. capture, transport and treatment of water;

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

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

 

The Company operates under an authorization by public deed in some municipalities in the Santos coast region and in the Ribeira Valley, where the Company started to operate after the merger of the companies that formed it.

 

On June 30, 2019, eight municipalities were operated by public deed; however, on July 31, 2019, program contracts were signed with four municipalities, and four municipalities remained under operation by public deed. The gross revenue of the four municipalities still operated by public deed calculated in the six-month period ended June 30, 2019 totaled R$ 95,829 (R$ 87,804 in the six-month period ended June 30, 2018) and the intangible asset was R$ 635,275 as of June 30, 2019 (R$ 570,809 as of December 31, 2018).

 

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

 

The Company's shares have been listed in the Novo Mercado segment of B3 under the ticker symbol SBSP3 since April 2002 and on the New York Stock Exchange (NYSE) as American Depositary Receipts (“ADRs”) Level III, under the SBS code, since May 2002.

 

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

 

Management expects that with improved water security, due to the works carried out, the generation of operating cash and the credit lines available for investment, the Company will have sufficient funds to meet its commitments and not compromise its necessary investments.

 

The financial statements were approved by the Board of Directors on August 14, 2019.

 

 

PAGE 24 of 91


 
 
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Notes to the Interim Financial Information

 

 

2            Basis of preparation and presentation of the interim financial information

 

Presentation of the interim financial information

 

The interim financial information as of June 30, 2019, 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 are fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). Therefore, this interim 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, 2019, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the Annual Financial Statements as of December 31, 2018, prepared pursuant to the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB and pursuant to the accounting practices adopted in Brazil, which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee - CPC. Therefore, in this interim financial information, the notes below were either not presented or are not as detailed as those in the annual financial statements (according to numerical references):

 

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

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

    iii.          Risk management – financial instruments (Note 5.4);

    iv.          Key accounting estimates and judgments (Note 6);

      v.          Related-party balances and transactions (Note 10);

    vi.          Investments (Note 12);

   vii.          Contract asset (Note 14)

 viii.          Intangible assets (Note 15);

    ix.          Borrowings and financing (Note 17);

      x.          Deferred taxes and contributions (Note 19);

    xi.          Provisions (Note 20);

  xii.          Employees benefits (Note 21);

 xiii.          Equity (Note 24);

 xiv.          Insurance (Note 27);

   xv.          Financial income (expenses) (Note 30).

 

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

 

The amounts disclosed in the Notes to the interim financial information are in thousands of reais, unless otherwise stated.

 

 

PAGE 25 of 91


 
 
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Notes to the Interim Financial Information

 

 

3            Summary of significant accounting policies

 

Except for the amendments introduced by CPC 06 (R2) / IFRS 16 (Leases) in accordance with the accounting policy described below, the other policies used in the preparation of the interim financial information for the quarter ended June 30, 2019 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2018.

 

Leases

 

CPC 06 (R2) / IFRS 16 Leases, replaced CPC 06 (R1) / IAS 17 Leases. The standard established the principles for the recognition, measurement, presentation and disclosure of lease operations, and requires lessees to account for leases based on a single model, similar to the accounting for finance leases, as per CPC 06 (R1), i.e. recognition of a Right-of-Use Asset (“Lease Asset”) that is equal to a Lease Liability, other than short-term leases (leases of 12 months or less) and assets of low value (amounts below US$ 5).

 

Transition to CPC 06 (R2) - Leases

 

The new standard replaces CPC 06 (R1) / IAS 17 – “Leases” and corresponding interpretations, introducing significant changes to lessees, as it requires lessees to recognize the liability of future payments and the right of use of leased assets to virtually all lease agreements, including operating leases; specific short-term contracts or contracts with small amounts may be excluded from the scope of this new standard.

 

The Company’s financial statements were impacted as follows:

 

a) recognition of right-of-use assets and lease liabilities in the statement of financial position, initially measured at present value of future lease payments;

 

b) recognition of amortization expenses of right-of-use assets and interest expenses on lease liabilities in the income statement; and

 

c) separation of the total cash paid in these transactions between principal (recorded in financing activities) and interest (recorded in operating activities) in the statement of cash flows.

 

SABESP applied the requirements of CPC 06 (R2)/IFRS 16 as of the fiscal year beginning on January 1, 2019. To this end, the transition method selected by the Company was the modified retrospective approach, whereby the amount referring to the Right-of-Use Asset equals the Lease Liability, without the cumulative effect of the initial application of this new standard recorded as adjustment to the opening balance of equity and without the restatement of comparative periods.

 

The new lease definitions were applied to all contracts in effect on the transition date. The change in the definition of a lease refers mainly to the concept of control. CPC 06 (R2) / IFRS 16 establishes whether a contract contains a lease based on the fact that customer has the right to control an identified asset for a defined period of time in exchange of consideration.

 

PAGE 26 of 91


 
 
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Notes to the Interim Financial Information

 

 

The Company’s Management analyzed contracts (out of a total of approximately 20,000 contracts), evaluating whether they contained leases in accordance with CPC 06 (R2) / IFRS 16. This analysis identified impacts mainly related to vehicles and properties leased from third parties, corresponding to approximately 95% of the total amount, and less representative amounts arising from other transactions in which we identified assets leased individually or in combination in service contracts.

 

The recognition of lease expenses of short-term leases (12 months or less) and leases of low-value assets (below RS$ 19) will remain on a linear basis, as permitted by CPC 06 (R2) / IFRS 16.

 

On January 1, 2019, the measurement of lease liabilities corresponds to the total future fixed lease payments, adjusted to present value, considering an incremental rate on borrowings, which corresponds to the average rate applicable to borrowings or debt issues in the local capital market, which represent the financing of these assets classified as right of use, allocating the assets based on useful life at the average rate per maturity term of each borrowing contract.

 

The Company decided to use the practical expedient of using an average real discount rate based on the respective terms for contracts with similar characteristics.

 

Regarding renewals, the Company considered the assumptions, policies and internal regulations, whose term cannot be automatically renewed, and for which extensions will only occur based on an agreement between the parties in cases proven to be advantageous and necessary to attain SABESP’s interests, i.e. when it is reasonable sure that the option will be exercised.

 

The Company applied the practical expedient relating to the definition of leases during the transition period. This means that it applied CPC 06 (R2) / IFRS 16 to all agreements signed before January 1, 2019, identified as leases in accordance with IAS 17 and IFRIC 4.

 

After carrying out analysis, the Company concluded that on January 1, 2019, 70 contracts fell under the scope of CPC 06 (R2) / IFRS 16. The adoption of this standard increased assets, due to the recognition of the right of use of leased assets, and liabilities, as shown below:

 

Impact from first-time adoption of the standard

Group

Future payments of fixed leases

Impact of the discount rate

Right of use of leased assets

Lease liabilities

Vehicles

63,795

(9,313)

54,482

54,482

Properties

7,525

(1,333)

6,192

6,192

Equipment

741

(100)

641

641

Other

4,243

(603)

3,640

3,640

Total

76,304

(11,349)

64,955

64,955

 

 

PAGE 27 of 91


 
 
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Notes to the Interim Financial Information

 

 

4            Risk management

 

4.1 Financial risk management

 

Financial risk factors

 

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

 

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

 

(a)       Market risk

 

Foreign currency risk

 

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

 

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

 

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

 

A significant amount of the Company’s financial debt is indexed to the US dollar and Yen, in the total amount of
R$ 6,375,877 as of June 30, 2019 (R$ 6,694,912 as of December 31, 2018). Below, the Company’s exposure to exchange risk:

 

 

June 30, 2019

December 31, 2018

 

Foreign currency

R$

Foreign currency

R$

Borrowings and financing – US$

1,112,890

4,264,817

1,191,152

4,615,476

Borrowings and financing – Yen

57,985,899

2,060,819

57,463,173

2,026,726

Interest and charges from borrowings and financing – US$

 

38,001

 

40,193

Interest and charges from borrowings and financing – Yen

 

12,240

 

12,517

Total exposure

 

6,375,877

 

6,694,912

Borrowing cost – US$

 

(19,501)

 

(22,390)

Borrowing cost – Yen

 

(3,133)

 

(3,113)

Total foreign currency-denominated borrowings (Note 16)

 

6,353,243

 

6,669,409

 

 

PAGE 28 of 91


 
 
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Notes to the Interim Financial Information

 

 

The Brazilian real increased 1.1% against the US dollar, from R$ 3.8748 as of December 31, 2018 to R$ 3.8322 as of June 30, 2019, decreasing the Yen-pegged debt by R$ 47,409. In the same period, the Brazilian real decreased 0.8% against the Yen, from R$ 0.03527 as of December 31, 2018 to R$ 0.03554 as of June 30, 2019, increasing the US dollar-pegged debt by R$ 15,656.

 

As of June 30, 2019, if the Brazilian real had depreciated or appreciated by 10 percentage points, in addition to the impacts mentioned above, against the US dollar and Yen with all other variables held constant, the effects on results before taxes on the six-month period ended June 30, 2019 would have been R$ 637,588 (R$ 643,321 for the six-month period ended June 30, 2018), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated loans.

 

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

 

 

 

Scenario I (Probable)

Scenario II (+25%)

Scenario III (+50%)

 

(*)

 

 

Net currency exposure as of June 30, 2019 (Liabilities) in US$

1,112,890

1,112,890

1,112,890

 

 

 

 

US$ rate as of June 30, 2019

3.8322

3.8322

3.8322

Exchange rate estimated according to the scenario

3.8000

4.7500

5.7000

Differences between the rates

0.0322

(0.9178)

(1.8678)

 

 

 

 

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

35,835

(1,021,410)

(2,078,656)

 

 

 

 

Net currency exposure as of June 30, 2019 (Liabilities) in Yen

57,985,899

57,985,899

57,985,899

 

 

 

 

Yen rate as of June 30, 2019

0.03554

0.03554

0.03554

Exchange rate estimated according to the scenario

0.03649

0.04561

0.05473

Differences between the rates

(0.00095)

(0.01007)

(0.01919)

 

 

 

 

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

(55,087)

(583,918)

(1,112,749)

 

 

 

 

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

(19,252)

(1,605,328)

(3,191,405)

 

 

 

 

(*) For the probable scenario in US dollar, the exchange rate estimated for June 30, 2019 was used, pursuant to the Focus Report-BACEN of June 30, 2019, while for the Yen, the average exchange rate was considered for the 12-month period after June 30, 2019, according to B3’s Reference Rates report of June 30, 2019.

 

 

PAGE 29 of 91


 
 
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Notes to the Interim Financial Information

 

 

Interest rate risk

 

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

 

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

 

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

 

 

June 30, 2019

December 31, 2018

CDI (i)

1,866,755

1,250,000

TR (ii)

1,645,839

1,637,290

IPCA (iii)

983,930

1,614,595

TJLP (iv)

1,352,248

1,322,854

LIBOR (v)

2,923,549

3,259,295

Interest and other charges

86,853

134,725

Total

8,859,174

9,218,759

 

 

(i) CDI - (Certificado de Depósito Interbancário), an interbank deposit certificate
(ii) TR – Interest Benchmark Rate
(iii) IPCA - (Índice Nacional de Preços ao Consumidor Amplo), a consumer price index
(iv) TJLP - (Taxa de Juros a Longo Prazo), a long-term interest rate index
(v) LIBOR - London Interbank Offered Rate

 

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

 

As of June 30, 2019, if interest rates on borrowings and financing had been 1 percentage point higher or lower with all other variables held constant, the effects on profit before taxes for the six-month period ended June 30, 2019 would have been R$ 88,592 (R$ 92,992 for the six-month period ended June 30, 2018), lower or higher, mainly as a result of lower or higher interest expense on floating rate borrowings and financing.

 

(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 as of June 30, 2019 are the carrying amounts of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade receivables and accounts receivable from related parties in the balance sheet date. See additional information in Notes 6, 7, 8 and 9.

 

PAGE 30 of 91


 
 
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Notes to the Interim Financial Information

 

 

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

 

 

June 30, 2019

December 31, 2018

Cash at bank and short-term bank deposits

 

 

AA(bra)

2,574,469

2,966,080

AAA(bra)

65,916

45,430

Other (*)

23,507

17,681

Total

2,663,892

3,029,191

 

(*) This category includes current accounts and investment funds in banks whose balances were not significant.

 

The available credit rating information of the banks, as of June 30, 2019, in which the Company made deposit transactions and financial investments in local currency (R$ - local rating) during the period is as follows:

 

Banks

Fitch

Moody's

Standard Poor's

Banco do Brasil S/A

AA(bra)

Aa1.br

-

Banco Santander Brasil S/A

-

Aaa.br

brAAA

Brazilian Federal Savings Bank

AA(bra)

Aa1.br

brAAA

Banco Bradesco S/A

AAA(bra)

Aa1.br

brAAA

Itaú Unibanco Holding S/A

AAA(bra)

Aa1.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 local and international capital markets. The liquidity risk management considers the assessment of its liquidity requirements to ensure it has sufficient cash to meet its operating and capital expenditures needs, as well as the payment of debts.

 

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

 

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

 

 

 

 

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Notes to the Interim Financial Information

 

 

 

July to December 2019

2020

2021

2022

2023

2024 onwards

Total

As of June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Borrowings and financing

796,293

3,144,435

1,485,553

1,506,483

1,228,328

7,494,211

15,655,303

Accounts payable to suppliers and contractors

454,105

-

-

-

-

-

454,105

Services payable

495,394

-

-

-

-

-

495,394

Public-Private Partnership (PPP)

190,697

381,393

381,393

381,393

381,393

4,953,584

6,669,853

Program contract commitments

329,221

76,281

47,918

31,008

31,008

14,697

530,133

 

Cross default

 

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

 

(d)        Sensitivity analysis on interest rate risk

 

The table below shows the sensitivity analysis of the financial instruments, prepared in accordance with CVM Rule 475/08 in order to evidence the balances of main financial assets and liabilities, calculated at a rate projected for the twelve-month period after June 30, 2019, or until the final settlement of each contract, whichever is shorter, considering a probable scenario (Scenario I), appreciation of 25% (Scenario II) and 50% (Scenario III).

 

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

 

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Notes to the Interim Financial Information

 

 

June 30, 2019

Indicators

Exposure

Scenario I

(Probable) (i)

Scenario II

 25%

Scenario III

50%

 

 

 

 

 

Assets

 

 

 

 

CDI

2,528,066

6.0000%(*)

4.5000%

3.0000%

Financial income

 

151,684

113,763

75,842

 

 

 

 

 

Liabilities

 

 

 

 

CDI

(1,866,755)

6.0000%(*)

4.5000%

3.0000%

Interest to be incurred

 

(112,005)

(84,004)

(56,003)

 

 

 

 

 

CDI net exposure

661,311

39,679

29,759

19,839

 

 

 

 

 

Liabilities

 

 

 

 

TR

(1,645,839)

0.0001%(***)

0.0001%

0.0002%

Expenses to be incurred

 

(2)

(2)

(3)

 

 

 

 

 

IPCA

(983,930)

3.9100%(*)

4.8875%

5.8650%

Expenses to be incurred

 

(38,472)

(48,090)

(57,707)

 

 

 

 

 

TJLP

(1,352,248)

6.2600%(*)

7.8250%

9.3900%

Interest to be incurred

 

(84,651)

(105,813)

(126,976)

 

 

 

 

 

LIBOR

(2,923,549)

2.0124%(**)

2.5155%

3.0187%

Interest to be incurred

 

(58,834)

(73,542)

(88,253)

 

 

 

 

 

Total net expenses to be incurred

 

(142,280)

(197,688)

(253,100)

 

 

 

 

 

(*)     Source: CDI and IPCA rates (Focus Report – BACEN, June 30, 2019) and long-term interest rate as at June 30, 2019 (BACEN).

(**)   Source: Bloomberg.

(***) Source: B3 (previously BM&FBovespa).

 

 (i)   Refers to the scenario of interest to be incurred for the 12 months as of June 30, 2019 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.

 

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Notes to the Interim Financial Information

 

 

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

 

 

June 30, 2019

December 31, 2018

 

 

 

Total borrowings and financing (Note 16)

12,906,274

13,152,796

(-) Cash and cash equivalents (Note 6)

(2,663,892)

(3,029,191)

 

 

 

Net debt

10,242,382

10,123,605

Total equity

20,593,023

19,551,688

 

 

 

Total capital (shareholders plus creditor's equity)

30,835,405

29,675,293

 

 

 

Leverage ratio

33%

34%

 

 

As of June 30, 2019, the leverage ratio decreased to 33% from the 34% as of December 31, 2018, mainly due to the increase in equity generated by the profit calculated in the six-month period ended June 30, 2019.

 

4.3 Fair value estimate

 

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

 

4.4 Financial instruments

 

As of June 30, 2019 and December 31, 2018, the Company did not have financial assets classified as fair value through other comprehensive income and fair value through profit or loss. The Company’s financial instruments included in the amortized cost category comprise cash and cash equivalents, restricted cash, trade receivables, balances with related parties, other receivables and balances receivable from the Water National Agency (ANA), accounts payable to contractors and suppliers, borrowings and financing, services payable, balances payable deriving from the Public Private Partnership (PPP) and program contract commitments, which are non-derivative financial assets and liabilities with fixed or determinable payments, not quoted in an active market.

 

PAGE 34 of 91


 
 
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Notes to the Interim Financial Information

 

 

The estimated fair values of financial instruments are as follows:

 

Financial assets

 

 

June 30, 2019

December 31, 2018

 

Carrying amount

Fair value

Carrying amount

Fair value

   Cash and cash equivalents

2,663,892

2,663,892

3,029,191

3,029,191

   Restricted cash

24,670

24,670

31,900

31,900

   Trade receivables

2,188,356

2,188,356

2,052,416

2,052,416

   Water National Agency (ANA)

43,798

43,798

49,136

49,136

   Other receivables

191,267

191,267

180,681

180,681

 

 

Additionally, SABESP has financial instrument assets receivable from related parties, in the amount of R$ 841,662 as of June 30, 2019 (R$ 843,250 as of December 31, 2018), which were calculated in accordance with the conditions negotiated between related parties. The conditions and additional information related to these financial instruments are disclosed in Note 9 to these financial statements. Part of this balance, totaling R$ 739,645 (R$ 737,503 as of December 31, 2018), refers to reimbursement of additional retirement and pension plan - G0 and is indexed by the 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, 2019

December 31, 2018

 

Carrying amount

Fair value

Carrying amount

Fair value

   Borrowings and financing

12,906,274

13,187,802

13,152,796

13,116,684

   Accounts payable to suppliers and contractors

454,105

454,105

465,993

465,993

   Services payable

495,394

495,394

454,022

454,022

   Program contract commitments

490,110

490,110

373,009

373,009

   Public-Private Partnership (PPP)

3,375,109

3,375,109

3,413,124

3,413,124

 

The criteria adopted to obtain the fair values of borrowings and financing in preparing the interim financial information as of June 30, 2019 are consistent with those adopted in preparing the Annual Financial Statements for the fiscal year ended December 31, 2018.

 

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 period, their nature and maturity terms.

 

 

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Notes to the Interim Financial Information

 

 

5            Key accounting estimates and judgments

 

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

 

The key accounting estimates and judgments are: (i) allowance for doubtful accounts, (ii) intangible assets resulting from concession agreements and program contracts, (iii) pension plan obligations, (iv) deferred income tax and social contribution and (v) provisions.

 

 

6            Cash and cash equivalents

 

 

June 30, 2019

December 31, 2018

 

 

 

Cash and banks

135,826

151,558

Cash equivalents

2,528,066

2,877,633

Total

2,663,892

3,029,191

 

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.

 

As of June 30, 2019, the average yield of financial investments corresponds to 98.22% of CDI (98.28% as of December 31, 2018).

 

 

7             Restricted cash

 

 

 

June 30, 2019

December 31, 2018

Current

 

 

Agreement with the São Paulo municipal government (i)

14,300

19,977

Brazilian Federal Savings Bank – escrow deposits (ii)

3,804

5,880

Other

6,566

6,043

Total

24,670

31,900

 

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

 

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

 

 

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Notes to the Interim Financial Information

 

 

8            Trade receivables

 

(a)        Statement of financial position details

 

 

June 30, 2019

December 31, 2018

Private sector:

 

 

General and special customers (i) (ii)

1,479,029

1,372,667

Agreements (iii)

380,723

347,679

 

 

 

 

1,859,752

1,720,346

Government entities:

 

 

Municipal

551,693

575,733

Federal

5,267

3,876

Agreements (iii)

259,571

274,906

 

 

 

 

816,531

854,515

Wholesale customers – Municipal governments: (iv)

 

 

Mogi das Cruzes

3,291

3,056

São Caetano do Sul

6,202

2,869

 

 

 

Total wholesale customers – Municipal governments

9,493

5,925

 

 

 

Unbilled supply

568,045

571,072

 

 

 

Subtotal

3,253,821

3,151,858

Allowance for doubtful accounts

(1,101,741)

(1,099,442)

 

 

 

Total

2,152,080

2,052,416

 

 

 

Current

1,964,557

1,843,333

Noncurrent

187,523

209,083

 

 

 

Total

2,152,080

2,052,416

 

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

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

(iii) Agreements - installment payments of past-due receivables, plus monetary adjustment and interest, according to the agreements; and

 

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Notes to the Interim Financial Information

 

 

(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. The balance presented does not include some of these municipalities, as they are questioning in court the tariffs charged by SABESP. Therefore, SABESP did not record revenues and receivables due to low expectation of realization, in accordance with IFRS 15 and IFRS 9, as the Company does not believe that it is likely that it will receive the consideration it is entitled to in exchange for the services transferred to the municipalities. Accordingly, the Company did not recognize revenues from the municipalities of Santo André and Mauá in the amount of R$ 101.314 from January to June 2019, and R$ 177,624 from the municipalities of Santo André, Mauá and Guarulhos from January to June 2018.

 

The historical value of unrecognized receivables from these municipalities is as follows:

 

 

June 30,

2019

December 31, 2018

Wholesale customers – Municipal governments:

 

 

Mauá

637,606

601,910

Santo André

1,226,454

1,164,399

Total

1,864,060

1,766,309

 

(b)        The aging of trade receivables is as follows

 

 

June 30, 2019

December 31, 2018

 

 

 

Current

1,545,365

1,449,927

Past-due:

 

 

Up to 30 days

314,861

330,310

From 31 and 60 days

157,773

145,153

From 61 and 90 days

85,809

83,679

From 91 and 120 days

63,205

54,486

From 121 and 180 days

96,979

89,740

From 181 and 360 days

60,311

44,856

Over 360 days

929,518

953,707

 

 

 

Total past-due

1,708,456

1,701,931

 

 

 

Total

3,253,821

3,151,858

 

 

The increase in the past-due balance was mainly due to higher default of private sector.

 

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Notes to the Interim Financial Information

 

 

(c)         Allowance for doubtful accounts

 

 

January to June 2019

January to June 2018

 

 

 

Balance at the beginning of the period

1,099,442

1,067,973

Private sector/government entities

33,989

19,593

Recoveries

(31,690)

(22,743)

 

 

 

Net additions/(recoveries) in the period

2,299

(3,150)

 

 

 

Balance at the end of the period

1,101,741

1,064,823

 

 

 

Reconciliation of estimated losses on income

April to     June 2019

January to June 2019

April to      June 2018

January to June 2018

 

 

 

 

 

Write-offs

(61,316)

(84,128)

(53,939)

(81,505)

(Losses)/reversal with state entities – related parties

1,161

(2,148)

2,475

1,115

(Losses)/reversal with private sector/government entities

(43,845)

(33,989)

(12,954)

(19,593)

(Losses)/reversal with wholesale customers

-

-

2,687

(29,458)

Recoveries

23,185

31,690

3,664

22,743

 

 

 

 

 

Amount recorded as selling expense

(80,815)

(88,575)

(58,067)

(106,698)

 

 

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

 

 

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Notes to the Interim Financial Information

 

 

9            Related-Party Balances and Transactions

 

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

 

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

 

 

 

June 30, 2019

December 31, 2018

Accounts receivable

 

 

Current:

 

 

   Sanitation services

123,870

122,522

   Allowance for losses

(35,968)

(33,820)

   Reimbursement of additional retirement and pension benefits paid (G0):

 

 

      - Monthly flow (payments)

16,083

22,926

      - GESP Agreement – 2015

66,798

62,520

 

 

 

Total current

170,783

174,148

 

 

 

Noncurrent:

 

 

   Agreement for the installment payment of sanitation services

14,115

17,045

   Reimbursement of additional retirement and pension benefits paid (G0):

 

 

      - GESP Agreement – 2015

656,764

652,057

 

 

 

Total noncurrent

670,879

669,102

 

 

 

Total receivables from shareholders

841,662

843,250

 

 

 

Assets:

 

 

Sanitation services

102,017

105,747

Reimbursement of additional retirement and pension benefits paid (G0)

739,645

737,503

 

 

 

Total

841,662

843,250

 

 

 

Liabilities:

 

 

Interest on equity payable to related parties

-

338,407

Other (g)

2,423

8,694

 

 

PAGE 40 of 91


 
 
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Notes to the Interim Financial Information

 

 

 

April to      June 2019

January to June 2019

April to      June 2018

January to June 2018

 

 

 

 

 

Revenue from sanitation services

146,432

269,432

129,867

247,221

Payments from related parties

(141,075)

(266,173)

(138,543)

(257,264)

 

 

 

 

 

Receipt of GESP reimbursement referring to         Law 4,819/58

(31,803)

(76,589)

(49,056)

(99,766)

 

 

(b)        São Paulo State Government - GESP

 

(i)             Disputed amounts

 

As of June 30, 2019 and December 31, 2018, the disputed amounts between SABESP and GESP, corresponding to additional retirement and pension benefits paid (Law 4,819/58), totaled R$ 1,146,136 and R$ 1,107,104, respectively. The Company created allowances for doubtful accounts for such amounts.

 

(ii)           Actuarial liability

 

The Company recognized an actuarial liability corresponding to additional retirement and pension benefits paid to employees, retired employees and pensioners of the G0 Plan. As of June 30, 2019 and December 31, 2018, the amounts corresponding to the actuarial liability totaled R$ 2,635,995 and R$ 2,606,107, respectively. For more information on additional retirement and pension benefits, see Note 20 (b) (iii).

 

(c)         Use of reservoirs – EMAE 

 

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

 

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

 

As of June 30, 2019, the balance of the agreement totaled R$ 16,167 and R$ 88,689 (R$ 16,055 and R$ 90,518 as of December 31, 2018), recorded under Other Liabilities, in current and noncurrent liabilities, respectively.

 

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

 

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

 

 

 

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Notes to the Interim Financial Information

 

(e)        Guarantees

 

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

 

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

 

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully charged. From April to June 2019 and 2018, the expenses related to employees assigned by SABESP to other state government entities amounted to R$ 1,520 and R$ 2,397, respectively, and, from January to June 2019 and 2018, they amounted to R$ 2,974 and R$ 4,528, respectively.

 

From April to June 2019, expenses related to personnel assigned by other entities to the Company totaled R$ 59 and refer to a member of the Board of Executive Officers and, from January to June 2019 amounted to R$ 139. No expenses were recorded in the same period in 2018.

 

(g)        Services obtained from state government entities

 

As of June 30, 2019 and December 31, 2018, SABESP had outstanding amounts payable of R$ 2,423 and R$ 8,694, respectively, for services rendered by São Paulo State Government entities.

 

(h)        Non-operating assets

 

As of June 30, 2019 and December 31, 2018, the Company had an amount of R$ 969 related to a free land lent to the Department of Water and Electricity (DAEE).

 

(i)        Sabesprev   

 

The Company sponsors a private defined benefit pension plan, which is operated and administered by Sabesprev. The net actuarial liability recognized as of June 30, 2019 amounted to R$ 365,484 (R$ 363,902 as of December 31, 2018), according to Note 20 (b) (i).

 

(j)        Compensation of Management Key Personnel

 

Expenses related to the compensation to the members of its Board of Directors, Fiscal Council and Board of Executive Officers totaled R$ 1,162 from April to June 2019 (R$ 1,011 from April to June 2018). From January to June 2019, these expenses totaled R$ 2,175 (R$ 1,934 from January to June 2018). An additional amount of R$ 550, related to the bonus program, was recorded from April to June 2019 (R$ 159 from April to June 2018). From January to June 2019, the bonus totaled R$ 720 (R$ 344 from January to June 2018).

 

(k)        Loan agreement through credit facility

 

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

 

PAGE 42 of 91


 
 
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Notes to the Interim Financial Information

 

 

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 borrowings and financing requested with financial institutions is granted.

 

SPE

Principal

Interest

Total

Interest rate

Maturity

Aquapolo Ambiental

19,000

15,088

34,088

CDI + 1.2% p.a.

(i)

 

 

(i)      The loan originally matured on April 30, 2015 but was extended to October 30, 2015. On November 25, 2015, a new amendment changed the payment schedule for three annual installments, the first of which maturing on December 30, 2021 and the last on December 30, 2023.

 

As of June 30, 2019, the balance of principal and interest of this agreement was R$ 34,088, recorded in noncurrent assets, under “Other Accounts Receivables” (R$ 32,857 as of December 31, 2018). From January to June 2019, the financial income recognized was R$ 1,231 (R$ 1,467 from January to June 2018).

 

As of March 1, 2019, R$ 10,925 was paid-in in Attend, corresponding to 10,924,760 shares. The interest held in that company remained at 45%. The Company used the outstanding balance of the loan agreement to make said payment, reversing R$ 10,925 in profit (loss), which was accrued for losses, and recorded interest of R$ 152 and monetary restatement of R$ 68 under financial revenue.

 

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

 

The State Government enacted the State Law 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. Until June 30, 2019, the program total amount was R$ 103,817 (R$ 100,928 as of December 31, 2018); as of June 30, 2019 and December 31, 2018, there was no balance receivable from related parties. As of June 30, 2019, R$ 51,643 (R$ 49,919 as of December 31, 2018) was recorded under intangible assets. R$ 52,174 was reimbursed by GESP (R$ 51,009 as of December 31, 2018) from the beginning of the program until June 30, 2019.

 

 

10          Water National Agency (ANA)

 

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

 

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

 

When resources are made available, liabilities are recorded until funds are released by ANA. After the evidence of targets stipulated in each contract, the revenue deriving from these funds is recognized, but if these targets are not met, funds will return to the National Treasury with the appropriate funds’ earnings. As of June 30, 2019, the balances of assets and liabilities totaled R$ 43,798 (R$ 49,136 as of December 31, 2018), and the liability is recorded in "other liabilities" under noncurrent liabilities.

 

 

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Notes to the Interim Financial Information

 

11           Investments

 

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

 

The Company holds interest valued by the equity accounting.

 

Below is a summary of the investees’ financial statements and SABESP’s equity interest:

 

 

 

Equity

Capital increase

Dividends distributed

Profit (loss)  for the period

 

June 30, 2019

December 31, 2018

January to June 2019

January to June 2019

January to June 2019

(*)

January to June 2018

 

 

 

 

 

 

 

 

Sesamm

44,153

43,547

-

(502)

3,175

(2,067)

3,057

Águas de Andradina

26,327

24,832

-

(623)

1,917

201

5,959

Águas de Castilho

6,583

6,084

-

(280)

660

119

1,689

Saneaqua Mairinque

5,394

5,720

-

(11)

(311)

(4)

(230)

Attend Ambiental

27,150

1,426

24,277

-

1,884

(436)

(2,318)

Aquapolo Ambiental

38,769

30,170

-

-

8,600

-

2,915

Paulista Geradora de Energia

7,411

7,625

-

-

(214)

-

(69)

 

 

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Notes to the Interim Financial Information

 

 

 

Investments

Capital increase

Dividends distributed

Equity result

Interest percentage

 

June 30,

2019

December 31, 2018

January to June 2019

January to June 2019

January to June 2019

(*)

January to June 2018

June 30, 2019

December 31, 2018

     

 

 

 

 

     

Sesamm

15,895

15,677

-

(181)

1,143

(744)

1,101

36%

36%

Águas de Andradina

7,898

7,450

-

(187)

575

60

1,788

30%

30%

Águas de Castilho

1,976

1,826

-

(84)

198

36

507

30%

30%

Saneaqua Mairinque

1,618

1,716

-

(3)

(93)

(2)

(69)

30%

30%

Attend Ambiental

12,218

642

10,925

-

847

(196)

(1,044)

45%

45%

Aquapolo Ambiental

18,997

14,783

-

-

4,214

-

1,428

49%

49%

Paulista Geradora de Energia

1,852

1,905

-

-

(53)

-

(17)

25%

25%

Total

60,454

43,999

10,925

(455)

6,831

(846)

3,694

 

 

 

Other investments

365

588

 

 

 

 

 

 

 

 

Total

60,819

44,587

 

 

 

 

 

 

 

 

(*) Refer to changes in the equity of investees, as their financial statements for the year ended December 31, 2018 were issued after the Company’s financial statements.

 

 

12          Investment properties

 

 

December 31, 2018

Depreciation

June 30,

2019

 

 

 

 

Investment properties

47,620

(25)

47,595

 

 

 

 

December 31, 2017

Expropriation

Depreciation

June 30,

 2018

 

 

 

 

 

Investment properties

57,652

(9,983)

(25)

47,644

 

 

As of June 30, 2019 and December 31, 2018, the market value of these properties was approximately R$ 386,000.

 

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Notes to the Interim Financial Information

 

 

 

13          Contract asset

 

Contract Asset (works in progress) is the right to consideration in exchange for goods or services transferred to customers. As established by CPC 47 – Revenue from Contracts with Customers, assets conditioned to the concession under construction, recorded under the scope of ICPC 01 (R1) – Concession Agreements, must be recorded as Contract Asset during the construction period and transferred to Intangible Assets only after the conclusion of the works.

 

A contract asset is initially designated at fair value and includes borrowing costs capitalized during the period when the asset is under construction, based on the weighted average rate of borrowings in effect on the capitalization date. For further information on the capitalization of interest and construction margin, recorded during the construction period, see Note 14.

 

 

 

December 31, 2018

Additions

Transfers

Transfer of works

June 30, 2019

 

 

 

 

 

 

Total contract asset

7,407,948

1,390,646

10,508

(1,771,014)

7,038,088

 

 

 

 

January 1, 2018

Addition

Transfer of works

June 30, 2018

 

 

 

 

 

Total contract asset

10,387,715

1,433,695

(632,830)

11,188,580

 

 

 

14          Intangible assets

 

(a)        Statement of financial position details 

 

 

June 30, 2019

December 31, 2018

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

Intangible right arising from:

 

 

 

 

 

 

Concession agreements – equity value

4,392,378

(1,028,343)

3,364,035

5,465,206

(1,391,862)

4,073,344

Concession agreements – economic value

1,351,127

(607,513)

743,614

1,948,255

(716,246)

1,232,009

Program contracts

15,008,573

(4,757,441)

10,251,132

12,710,937

(3,933,008)

8,777,929

Program contracts – commitments

1,426,434

(262,263)

1,164,171

1,320,106

(240,555)

1,079,551

Services contracts – São Paulo

18,450,168

(4,405,851)

14,044,317

17,474,797

(4,083,345)

13,391,452

Software license of use

814,657

(323,126)

491,531

748,962

(290,787)

458,175

Right of use

105,954

(19,256)

86,698

-

-

-

Total

41,549,291

(11,403,793)

30,145,498

39,668,263

(10,655,803)

29,012,460

 

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Notes to the Interim Financial Information

 

 

 

(b)        Changes

 

 

December 31, 2018

First-time adoption of IFRS 16

Addition

Contract renewal

Transfer to indemnities receivable

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

June 30, 2019

Intangible right arising from:

 

 

 

 

 

 

 

 

 

 

Concession agreements – equity value 

4,073,344

-

4

(960,809)

(4,345)

315,607

(6,397)

(143)

(53,226)

3,364,035

Concession agreements –economic value 

1,232,009

-

-

(556,579)

-

130,225

(1,534)

(990)

(59,517)

743,614

Program contracts

8,777,929

-

359

1,517,388

-

214,880

(6,033)

(2,399)

(250,992)

10,251,132

Program contracts – commitments 

1,079,551

-

106,327

-

-

-

-

-

(21,707)

1,164,171

Service contracts – São Paulo

13,391,452

-

1,532

-

-

1,044,606

(1,771)

(10,552)

(380,950)

14,044,317

Software license of use

458,175

-

-

-

-

65,696

-

-

(32,340)

491,531

Right of use

-

64,955

40,999

-

-

-

-

-

(19,256)

86,698

Total

29,012,460

64,955

149,221

-

(4,345)

1,771,014

(15,735)

(14,084)

(817,988)

30,145,498

 

 

 

 

December 31, 2017

Addition

Contract renewal

Transfer of works

Transfers

Write-offs and disposals

Amortization

June 30, 2018

Intangible right arising from:

 

 

 

 

 

 

 

 

Concession agreements – equity value 

5,741,791

17

(207,350)

72,667

1,554

(1,808)

(92,284)

5,514,587

Concession agreements – economic value 

1,200,576

42

-

102,333

(27,952)

(7)

(45,640)

1,229,352

Program contracts

5,574,602

54

207,350

360,152

6,715

(3,469)

(157,537)

5,987,867

Program contracts – commitments 

910,375

2,866

-

-

-

-

(18,591)

894,650

Service contracts – São Paulo

9,183,482

47

-

78,318

19,553

(8,442)

(284,939)

8,988,019

Software license

467,591

504

-

19,360

686

-

(35,599)

452,542

Total

23,078,417

3,530

-

632,830

556

(13,726)

(634,590)

23,067,017

 

In the second quarter of 2019, the Company renewed the program contract with the municipalities of Espírito Santo do Turvo, Guarujá, Oriente, São Bernardo do Campo and São Sebastião. All these contracts are valid for 30 years, except for São Bernardo do Campo, which is valid for 40 years.

 

(c)         Intangible rights arising from concession agreements

 

During the period ended June 30, 2019, there were no significant changes in the criteria to account for intangible assets and types of contracts.

 

The Company has obligations recorded under "Program Contract - Commitments" in current liabilities in the amount of R$ 368,801 and R$ 230,695 as of June 30, 2019 and December 31, 2018, respectively, and noncurrent liabilities in the amount of R$ 121,309 and R$ 142,314 as of June 30, 2019 and December 31, 2018, respectively.

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Notes to the Interim Financial Information

 

 

(d)        Capitalization of interest and other finance charges

 

From January to June 2019, the Company capitalized interest and inflation adjustment, including exchange rate changes, in concession intangible assets, totaling R$ 133,010 (R$ 290,716 from January to June 2018) during the construction period.

 

(e)        Construction margin

 

The Company is primarily responsible for the construction and installation of the concession infrastructure, either by using its own employees or contracting third parties, and is significantly exposed to its risks and benefits.

 

Accordingly, the Company recognizes revenue from construction services corresponding to construction costs increased by gross margin. Generally, constructions related to the concessions are performed by third parties. In such case, the Company’s margin is lower, normally to cover administration costs and assume the responsibility for primary risks. As of June 30, 2019 and 2018, the margin was 2.3%.

 

The construction margin from April to June 2019 and 2018 was R$ 15,480 and R$ 14,997, respectively, and from January to June 2019 and 2018 was R$ 29,049 and R$ 29,548, respectively.

 

(f)                        Expropriations

 

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

 

Expropriation costs are recorded as concession intangible assets after the transaction is concluded. From April to June 2019, expropriations totaled R$ 12,472 and, from January to June 2019, they totaled R$ 20,291 (R$ 70,636 from April to June 2018 and R$ 80,331 from January to June 2018).

 

(g)        Public-Private Partnership - PPP

 

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

 

Alto Tietê Production System

 

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

 

As of June 30, 2019 and December 31, 2018, the amounts related to this PPP recognized in intangible assets were R$ 354,172 and R$ 359,759, respectively.

 

São Lourenço Production System

 

In May 2018, the control of SPE Sistema Produtor São Lourenço S/A was transferred to CGGC Construtora do Brasil Ltda, previously composed of Construções e Comércio Camargo Corrêa S/A and Construtora Andrade Gutierrez S/A.

 

The São Lourenço Production System (SPSL) PPP started operating on July 10, 2018, as per the contractual clause that allows the beginning of operations provided that system has full operating capacity, without, however implying in the acceptance of the works. Accordingly, the service provision phase began with the corresponding payment of the due considerations, together with the end of the works.

 

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Notes to the Interim Financial Information

 

 

As of June 30, 2019 and December 31, 2018, the carrying amounts recorded in the Company’s intangible assets, related to this PPP, totaled R$ 3,318.813 and R$ 3,208,464, respectively. São Lourenço Production System’s main works were concluded on the first quarter of 2019 and this phase is expected to end on the third quarter of 2019, after contractual clauses are met and there are no documents pending.

 

The obligations assumed by the Company as of June 30, 2019 and December 31, 2018 are shown in the table below, and the increase in intangible assets and liabilities was due to the progress of works in 2019.

 

 

June 30, 2019

December 31, 2018

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total liabilities

 

 

 

 

 

 

 

Alto Tietê

40,839

231,283

272,122

39,283

252,093

291,376

São Lourenço

83,359

3,019,628

3,102,987

98,544

3,023,204

3,121,748

Total

124,198

3,250,911

3,375,109

137,827

3,275,297

3,413,124

 

 

(h)        Works in progress

 

With the adoption of CPC 47 / IFRS 15 – Revenue from contract with customers, as of January 1, 2018, assets related to the concession under construction, recorded under the scope of ICPC 01 (R1) – Concession Agreements, previously recognized as part of intangible assets, such as works in progress, were reclassified to contract asset, pursuant to Note 13, in the amount of R$ 10,387 million.

 

As of June 30, 2019, the amount recorded as contract asset was R$ 7,038 million.

 

(i)                        Amortization of intangible assets

 

The amortization average rate was 4.3% and 3.9% as of June 30, 2019 and 2018, respectively.

 

(j)                        Software license of use

 

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

 

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Notes to the Interim Financial Information

 

 

(k)        Right of use

 

The statement of financial position account Right of Use, created by the Company on January 1, 2019, reflects the amendment introduced by IFRS 16 / CPC 06 (R2), which requires lessees to record the right-of-use asset and the lease liability, which may not be applied to short-term leases and assets of low-value. For these cases, from January to June 2019, SABESP maintained the amounts of R$ 24,739, R$ 4,522 and R$ 1,056 in its results, allocated to operating costs, selling expenses and administrative expenses, respectively.

 

Statement of financial position details:

 

Nature

 

June 30, 2019

Vehicles

 

91,709

Properties

 

9,813

Equipment

 

684

Other

 

3,748

Accumulated amortization

 

(19,256)

Total

 

86,698

 

Lease liability corresponds to total future fixed lease payments, adjusted to present value, considering an incremental rate on borrowings. For further information, see Note 16.

 

 

15          Property, plant and equipment

 

(a)        Statement of financial position details

 

 

June 30, 2019

December 31, 2018

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

Land

92,962

-

92,962

92,979

-

92,979

Buildings

78,893

(39,838)

39,055

79,086

(38,961)

40,125

Equipment

370,914

(241,734)

129,180

372,872

(256,786)

116,086

Transportation equipment

11,535

(8,063)

3,472

11,333

(7,860)

3,473

Furniture and fixtures

29,228

(13,183)

16,045

27,250

(13,672)

13,578

Other

3,563

(320)

3,243

1,659

(288)

1,371

Total

587,095

(303,138)

283,957

585,179

(317,567)

267,612

 

 

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Notes to the Interim Financial Information

 

 

(b)        Changes

 

 

December 31, 2018

Additions

Transfers

Write-offs and disposals

Depreciation

June 30, 2019

Land

92,979

-

(17)

-

-

92,962

Buildings

40,125

173

(136)

-

(1,107)

39,055

Equipment

116,086

25,048

3,394

(72)

(15,276)

129,180

Transportation equipment

3,473

296

70

-

(367)

3,472

Furniture and fixtures

13,578

1,464

1,646

(36)

(607)

16,045

Other

1,371

1,633

270

-

(31)

3,243

Total

267,612

28,614

5,227

(108)

(17,388)

283,957

 

 

 

December 31, 2017

Additions

Transfers

Write-offs and disposals

Depreciation

June 30, 2018

Land

92,507

472

-

-

-

92,979

Buildings

42,360

-

(8)

-

(1,157)

41,195

Equipment

103,803

12,021

(504)

(54)

(18,109)

97,157

Transportation equipment

3,680

-

8

(8)

(399)

3,281

Furniture and fixtures

11,816

79

(52)

(8)

(581)

11,254

Other

884

-

-

-

(25)

859

Total

255,050

12,572

(556)

(70)

(20,271)

246,725

 

 

(c)         Depreciation

 

The Company annually reviews the depreciation rates of buildings (2.3%); equipment (16.1%); transportation equipment (9.9%) and furniture and fixtures (6.7%). Land is not depreciated.

 

The depreciation average rates were 11.5% and 12.7%, as of June 30, 2019 and 2018, respectively.

PAGE 51 of 91


 
 
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Notes to the Interim Financial Information

 

16          Borrowings and Financing

 

 Borrowings and financing outstanding balance

June 30, 2019

December 31, 2018

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Local currency

 

 

 

 

 

 

 10th issue debentures

42,570

28,701

71,271

42,493

40,194

82,687

 12th issue debentures

45,450

226,544

271,994

45,450

249,249

294,699

 14th issue debentures

41,759

75,170

116,929

41,270

103,005

144,275

 15th issue debentures

-

-

-

359,394

-

359,394

 17th issue debentures

286,160

260,165

546,325

279,100

532,691

811,791

 18th issue debentures

33,885

157,497

191,382

33,469

165,267

198,736

 20th issue debentures

-

-

-

248,334

-

248,334

 21st issue debentures

150,000

349,618

499,618

-

499,604

499,604

 22nd issue debentures

-

762,690

762,690

-

756,040

756,040

 23rd issue debentures

-

864,630

864,630

-

-

-

 Brazilian Federal Savings Bank

78,522

1,294,569

1,373,091

75,223

1,266,592

1,341,815

 Brazilian Development Bank - BNDES BAIXADA SANTISTA

8,475

-

8,475

16,899

-

16,899

 Brazilian Development Bank - BNDES PAC

11,183

33,432

44,615

11,227

39,169

50,396

 Brazilian Development Bank - BNDES PAC II 9751

3,925

17,145

21,070

4,364

18,811

23,175

 Brazilian Development Bank - BNDES PAC II 9752

3,196

21,573

24,769

3,186

23,100

26,286

 Brazilian Development Bank - BNDES ONDA LIMPA

23,704

112,418

136,122

23,632

123,875

147,507

 Brazilian Development Bank - BNDES TIETÊ III

40,873

316,617

357,490

30,589

252,197

282,786

 Brazilian Development Bank - BNDES 2015

31,712

476,440

508,152

31,615

490,729

522,344

 Brazilian Development Bank - BNDES 2014

4,659

27,716

32,375

-

-

-

 Leases

20,032

550,908

570,940

19,077

549,589

568,666

 Leases (IFRS 16)

46,466

43,060

89,526

-

-

-

 Studies and Projects Funding (FINEP)

1,384

7,496

8,880

1,380

8,163

9,543

 Interest and charges

52,687

-

52,687

98,410

-

98,410

Total in local currency

926,642

5,626,389

6,553,031

1,365,112

5,118,275

6,483,387

 

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Notes to the Interim Financial Information

 

 Borrowings and financing outstanding balance

June 30, 2019

December 31, 2018

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Foreign currency

 

 

 

 

 

 

 Inter-American Development Bank - BID 1212 – US$ 66,808 thousand (US$ 71,947 thousand in December 2018)

39,388

216,632

256,020

39,826

238,954

278,780

 Inter-American Development Bank - BID 2202 – US$ 526,527 thousand (US$544,457 thousand in December 2018)

122,288

1,879,951

2,002,239

124,098

1,969,565

2,093,663

 International Bank of Reconstruction and Development - BIRD – US$ 91,286 thousand
(US$ 91,286 thousand in December 2018)

23,298

326,248

349,546

11,779

341,646

353,425

 Deutsche Bank – US$ 37,500 thousand (US$ 75,000 thousand in December 2018)

143,218

-

143,218

288,479

-

288,479

 Eurobonds – US$ 350,000 thousand (US$ 350,000 thousand in December 2018)

-

1,340,034

1,340,034

-

1,354,532

1,354,532

 JICA 15 – ¥ 12,100,515 thousand (¥ 12,676,730 thousand in December 2018)

40,957

389,095

430,052

40,646

406,462

447,108

 JICA 18 – ¥ 10,879,680 thousand (¥ 11,397,760 thousand in December 2018)

36,825

349,625

386,450

36,545

365,230

401,775

 JICA 17 – ¥ 2,362,358 thousand (¥ 1,826,957 thousand in December 2018)

8,400

74,693

83,093

11,835

51,786

63,621

 JICA 19 – ¥ 32,643,346 thousand (¥ 31,561,726 thousand in December 2018)

64,484

1,093,605

1,158,089

64,028

1,047,081

1,111,109

 BID 1983AB – US$ 40,769 thousand (US$ 58,462 thousand in December 2018)

67,800

86,461

154,261

68,554

155,653

224,207

 Interest and charges

50,241

-

50,241

52,710

-

52,710

Total in foreign currency

596,899

5,756,344

6,353,243

738,500

5,930,909

6,669,409

 

 

 

 

 

 

 

Total

1,523,541

11,382,733

12,906,274

2,103,612

11,049,184

13,152,796

 

Exchange rate as of June 30, 2019: US$ 3.8322; ¥ 0.03554 (as of December 31, 2018: US$ 3.8748; ¥ 0.03527).

As of June 30, 2019, the Company did not have balances of borrowings and financing raised during the year to mature within 12 months.

 

 

PAGE 53 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

Local currency

Guarantees

Maturity

Annual interest rate

Inflation adjustment

 

 

 

 

 

10th issue debentures

Own funds

2020

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

(series 2)

IPCA (series 2)

12th issue debentures

Own funds

2025

TR + 9.5%

 

14th issue debentures

Own funds

2022

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

IPCA (series 2)

15th issue debentures

Own funds

2019

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

IPCA (series 2)

17th issue debentures

Own funds

2023

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

IPCA (series 2 and 3)

18th issue debentures

Own funds

2024

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

IPCA (series 2)

20th issue debentures

Own funds

2019

CDI + 3.80%

 

21st issue debentures

Own funds

2022

CDI + 0.60% (series 1) and CDI+ 0.90% (series 2)

 

22nd issue debentures

Own funds

2025

CDI + 0.58% (series 1) and CDI+ 0.90% (series 2) and 6.0% (series 3)

IPCA (series 3)

23rd issue debentures

Own funds

2027

CDI + 0.63% (series 1) and CDI+ 0.49% (series 2)

 

Brazilian Federal Savings Bank

Own funds

2019/2039

5% to 9.5%

TR

Brazilian Development Bank - BNDES BAIXADA SANTISTA

Own funds

2019

TJLP + 2.5% 

 

Brazilian Development Bank - BNDES PAC

Own funds

2023

TJLP + 2.15%

 

Brazilian Development Bank - BNDES PAC II 9751

Own funds

2027

TJLP + 1.72%

 

Brazilian Development Bank - BNDES PAC II 9752

Own funds

2027

TJLP + 1.72%

 

Brazilian Development Bank - BNDES ONDA LIMPA

Own funds

2025

TJLP + 1.92% 

 

Brazilian Development Bank - BNDES TIETÊ III

Own funds

2028

TJLP + 1.66%

 

Brazilian Development Bank - BNDES 2015

Own funds

2035

TJLP + 2.5%

 

Brazilian Development Bank - BNDES 2014

Own funds

2026

TJLP + 1.76%

 

Leases

 

2035

7.73% to 10.12%

IPC

Leases (IFRS 16)

 

2023

8.17% to 10.47%

 

Studies and Projects Funding (FINEP)

Own funds

2025

TJLP + 1.5% (FINEP)

 

 

PAGE 54 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

Foreign currency

Guarantees

Maturity

Annual interest rate

Exchange rate changes

 

 

 

 

 

Inter-American Development Bank - BID 1212 – US$ 66,808 thousand

Government

2025

3.31% (*)

US$

Inter-American Development Bank - BID 2202 – US$ 526,527 thousand

Government

2035

3.42% (*) 

US$

International Bank for Reconstruction and Development - BIRD – US$ 91,286 thousand

Government

2034

2.85% (*)

US$

Deutsche Bank US$ 37,500 thousand

2019

4.50% (*)

US$

Eurobonds US$ 350,000 thousand

2020

6.25%

US$

JICA 15 ¥ 12,100,515 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 18 ¥ 10,879,680 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 17 ¥ 2,362,358 thousand

Government

2035

1.2% and 0.01%

Yen

JICA 19 ¥ 32,643,346 thousand

Government

2037

1.7% and 0.01%

Yen

BID 1983AB – US$ 40,769 thousand

2023

2.08% to 2.38% (*)

US$

 

 

(*) Rates comprising LIBOR + contractually defined spread.

 

 

 

 

 

 

PAGE 55 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

(i)              Payment schedule – accounting balances as of June 30, 2019

 

 

2019

2020

2021

2022

2023

2024

2025 to 2039

TOTAL

LOCAL CURRENCY

 

 

 

 

 

 

 

 

Debentures

89,341

598,336

483,082

562,162

365,190

699,048

527,680

3,324,839

Brazilian Federal Savings Bank

38,966

80,308

84,543

89,109

81,712

80,210

918,243

1,373,091

BNDES

68,328

118,347

117,895

117,895

112,188

106,712

491,703

1,133,068

Leases

10,172

38,567

40,430

42,455

45,334

47,119

346,863

570,940

Leases (IFRS 16)

23,515

44,757

20,866

327

61

-

-

89,526

FINEP

692

1,384

1,384

1,384

1,384

1,384

1,268

8,880

Interest and other charges

34,663

18,024

-

-

-

-

-

52,687

TOTAL IN LOCAL CURRENCY

265,677

899,723

748,200

813,332

605,869

934,473

2,285,757

6,553,031

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

BID

80,838

161,676

161,676

161,676

161,676

161,676

1,369,041

2,258,259

BIRD

11,649

23,298

23,298

23,298

23,298

23,298

221,407

349,546

Deutsche Bank

143,218

-

-

-

-

-

-

143,218

Eurobonds

-

1,340,034

-

-

-

-

-

1,340,034

JICA

77,113

147,108

147,108

147,108

147,108

147,108

1,245,031

2,057,684

BID 1983AB

-

67,255

29,478

29,478

28,050

-

-

154,261

Interest and other charges

50,241

-

-

-

-

-

-

50,241

TOTAL IN FOREIGN CURRENCY

363,059

1,739,371

361,560

361,560

360,132

332,082

2,835,479

6,353,243

Total

628,736

2,639,094

1,109,760

1,174,892

966,001

1,266,555

5,121,236

12,906,274

 

 

PAGE 56 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

(ii)            Changes

 

 

December 31, 2018

Addition as per IFRS 16

Funding

Borrowing costs

Monetary variation and exchange rate changes

Inflation adjustment / exchange rate changes - Capitalized

Interest paid

Amortization

Accrued interest

Provision for interest and fees - Capitalized

Amortization of borrowing costs

June 30,

 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

3,486,861

 

866,755

(2,477)

27,894

-

(144,273)

(965,425)

90,644

7,919

2,530

3,370,428

Brazilian Federal Savings Bank

1,345,684

 

70,283

-

-

-

(53,815)

(39,008)

37,117

16,773

-

1,377,034

BNDES

1,072,605

 

123,000

(628)

2,077

824

(41,203)

(61,702)

30,776

10,346

104

1,136,199

Leases

568,666

-

-

-

-

3,761

(19,123)

(9,319)

19,093

7,862

-

570,940

Leases (IFRS 16)*

-

105,954

-

-

-

-

(685)

(18,874)

3,131

-

-

89,526

FINEP

9,571

-

-

-

28

-

(340)

(691)

336

-

-

8,904

TOTAL IN LOCAL CURRENCY

6,483,387

105,954

1,060,038

(3,105)

29,999

4,585

(259,439)

(1,095,019)

181,097

42,900

2,634

6,553,031

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

BID

2,399,985

-

-

-

(52,673)

24,258

(40,579)

(86,249)

13,396

27,618

478

2,286,234

BIRD

356,420

-

-

-

(4,740)

851

(5,014)

-

4,320

796

10

352,643

Deutsche Bank

292,872

-

-

-

3,229

-

(12,602)

(150,131)

9,327

945

1,643

145,283

Eurobonds

1,358,412

-

-

-

(14,910)

-

(49,689)

-

45,068

4,578

412

1,343,871

JICA

2,036,128

-

94,091

(111)

9,614

4,000

(16,859)

(73,612)

15,390

1,189

91

2,069,921

BID 1983AB

225,592

-

-

(106)

850

-

(6,065)

(71,141)

5,186

523

452

155,291

TOTAL IN FOREIGN CURRENCY

6,669,409

-

94,091

(217)

(58,630)

29,109

(130,808)

(381,133)

92,687

35,649

3,086

6,353,243

Total

13,152,796

105,954

1,154,129

(3,322)

(28,631)

33,694

(390,247)

(1,476,152)

273,784

78,549

5,720

12,906,274

 

 

(*) Leases (IFRS 16) include R$ 64,955 corresponding to the first-time adoption of the standard as of January 1, 2019. See Note 3.

 

PAGE 57 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

 

December 31, 2017

Funding

Borrowing costs

Leases

Monetary variation and exchange rate changes

Inflation adjustment / exchange rate changes - Capitalized

Interest paid

Amortization

Accrued interest

Provision for interest and fees - Capitalized

Amortization of borrowing costs

June 30,

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

3,576,842

750,000

(2,510)

-

30,385

-

(160,357)

(565,995)

110,192

18,408

1,622

3,758,587

Brazilian Federal Savings Bank

1,236,674

119,770

-

-

-

-

(49,930)

(44,944)

38,508

11,618

-

1,311,696

BNDES

1,042,036

131,000

-

-

1,920

1,478

(40,074)

(44,313)

13,501

27,730

104

1,133,382

Leases

561,616

-

-

13,241

-

-

-

(8,467)

-

-

-

566,390

Other

10,977

-

-

-

33

-

(405)

(639)

396

3

-

10,365

TOTAL IN LOCAL CURRENCY

6,428,145

1,000,770

 (2,510)

13,241

32,338

1,478

(250,766)

(664,358)

162,597

57,759

1,726

6,780,420

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

BID

1,743,257

61,086

(1,139)

-

255,223

30,871

(20,457)

(56,971)

13,611

13,878

425

2,039,784

BIRD

303,278

-

-

-

47,573

2,434

(2,634)

-

2,185

624

10

353,470

Deutsche Bank

496,726

-

-

-

67,523

-

(18,008)

(129,945)

15,475

2,572

1,808

436,151

Eurobonds

1,158,642

-

-

-

191,730

-

(47,662)

-

40,851

7,359

411

1,351,331

JICA

1,700,448

27,316

(63)

-

309,174

1,537

(15,792)

(38,665)

16,874

404

87

2,001,320

BID 1983AB

270,470

-

-

-

38,131

-

(5,674)

(85,306)

4,711

806

632

223,770

TOTAL IN FOREIGN CURRENCY

5,672,821

88,402

(1,202)

-

909,354

34,842

(110,227)

(310,887)

93,707

25,643

3,373

6,405,826

Overall Total

12,100,966

1,089,172

(3,712)

13,241

941,692

36,320

(360,993)

(975,245)

256,304

83,402

5,099

13,186,246

 

 

 

 

PAGE 58 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

(i)  Main events in the six-month period ended June 30, 2019

 

(a)  Debentures

 

On May 27, 2019, the Company carried out the 23rd debenture issue, of R$ 866,755, as follows:

 

 

Value

Maturity

Remuneration

Series 1

R$ 491,755

May 2024

CDI + 0.63 p.a.

Series 2

R$ 375,000

May 2027

CDI + 0.49 p.a.

 

 

(b)  BNDES

 

The initial funding of agreement 14.2.0535.1 (BNDES 2014), totaling R$ 33,000, was carried out on June 18, 2019. The agreement, totaling R$ 61,143, was signed on June 30, 2014 for the implementation of Setor Gênesis (sub-conductor) and Fazendinha, in the Municipality of Santana de Parnaíba, in São Paulo. The contract will be amortized in 85 installments, beginning in July 2019 and ending in July 2026.

 

(ii)        Covenants

 

As of June 30, 2019, the Company met the requirements set forth by its borrowing and financing agreements.

 

(iii)      Borrowings and financing – Credit Limited

 

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

 

Agent

 

June 30, 2019

 

 

(in millions of R$)

Brazilian Federal Savings Bank

 

1,820

Brazilian Development Bank (BNDES)

 

1,337

Japan International Cooperation Agency (JICA)*

 

113

Other

 

38

Total

 

3,308

 

(*) Brazilian Central Bank’s exchange rate as of June 30, 2019 (¥ 1.00 = R$ 0.03554).

 

 

PAGE 59 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

17           Taxes and contributions

 

(a)           Current assets

 

 

June 30, 2019

December 31, 2018

Recoverable taxes

 

 

Income tax and social contribution

172,544

361,758

Withholding income tax (IRRF) on financial investments

3,267

6,423

Other federal taxes

28,743

12,522

Total

204,554

380,703

 

 

 

(b)           Current liabilities

 

 

June 30, 2019

December 31, 2018

Taxes obligations

 

 

Income tax and social contribution

118,999

-

Cofins and Pasep

85,268

82,381

INSS (social security contribution)

38,945

38,871

IRRF (withholding income tax)

6,604

66,825

Other

22,703

12,486

Total

272,519

200,563

 

 

PAGE 60 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

18          Deferred taxes and contributions

 

(a)            Statement of financial position details

 

 

June 30, 2019

December 31, 2018

Deferred tax assets

 

 

Provisions

331,731

337,833

Pension plan obligations – G1

157,498

157,044

Donations of underlying assets on concession agreements

52,811

54,131

Credit losses

207,349

197,920

Other

181,480

186,887

Total deferred tax assets

930,869

933,815

 

 

 

Deferred tax liabilities

 

 

Temporary difference on concession of intangible asset

(421,276)

(433,842)

Capitalization of borrowing costs

(417,221)

(420,978)

Profit on supply to government entities

(205,275)

(206,978)

Actuarial (gain)/loss – G1 Plan

(36,430)

(36,430)

Construction margin

(84,781)

(86,164)

Borrowing costs

(8,846)

(10,665)

Total deferred tax liabilities

(1,173,829)

(1,195,057)

 

 

 

Deferred tax assets/(liabilities), net

(242,960)

(261,242)

 

 

PAGE 61 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

(b)        Changes

 

Deferred tax assets

December 31,

2018

Net change

June 30,

2019

Provisions

337,833

(6,102)

331,731

Pension obligations– G1

157,044

454

157,498

Donations of underlying asset on concession agreement

54,131

(1,320)

52,811

Credit losses

197,920

9,429

207,349

Other

186,887

(5,407)

181,480

Total

933,815

(2,946)

930,869

 

 

 

 

Deferred tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(433,842)

12,566

(421,276)

Capitalization of borrowing costs

(420,978)

3,757

(417,221)

Profit on supply to government entities

(206,978)

1,703

(205,275)

Actuarial (gain)/loss – G1

(36,430)

-

(36,430)

Construction margin

(86,164)

1,383

(84,781)

Borrowing costs

(10,665)

1,819

(8,846)

Total

(1,195,057)

21,228

(1,173,829)

 

 

 

 

Deferred tax asset/(liability), net

(261,242)

18,282

(242,960)

 

 

PAGE 62 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

Deferred tax assets

December 31, 2017

Net changes

June 30,

2018

Provisions

482,863

(106,347)

376,516

Pension obligations – G1

165,503

(4,178)

161,325

Donations of underlying asset on concession agreements

55,112

(1,332)

53,780

Credit losses

199,063

27,506

226,569

Other

151,562

21,794

173,356

Total

1,054,103

(62,557)

991,546

 

 

 

 

Deferred tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(460,177)

14,319

(445,858)

Capitalization of borrowing costs

(415,379)

(3,315)

(418,694)

Profit on supply to government entities

(76,705)

(11,141)

(87,846)

Actuarial gain/loss – G1

(36,538)

-

(36,538)

Construction margin

(88,947)

1,399

(87,548)

Borrowing costs

(13,111)

880

(12,231)

Total

(1,090,857)

2,142

(1,088,715)

 

 

 

 

Deferred tax liability, net

(36,754)

(60,415)

(97,169)

 

 

PAGE 63 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

(c)         Reconciliation of the effective tax rate

 

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

 

 

April to    June 2019

January to June 2019

April to      June 2018

January to June 2018

 

 

 

 

 

Profit before income taxes

648,793

1,639,993

234,692

1,123,364

Statutory rate

34%

34%

34%

34%

 

 

 

 

 

Estimated expense at statutory rate

(220,590)

(557,598)

(79,795)

(381,944)

Tax benefit of interest on equity

40,412

40,412

35,884

35,844

Permanent differences

 

 

 

 

     Provision Law 4,819/58 – G0 (i)

(11,507)

(23,433)

(12,301)

(24,625)

     Donations

(6,191)

(8,012)

(3,022)

(3,761)

     Other differences

3,458

10,304

6,428

13,439

 

 

 

 

 

Income tax and social contribution

(194,418)

(538,327)

(52,806)

(361,047)

 

 

 

 

 

Current income tax and social contribution

(246,124)

(556,609)

25,238

(300,632)

Deferred income tax and social contribution

51,706

18,282

(78,044)

(60,415)

Effective rate

30%

33%

23%

32%

 

(i)          Permanent difference related to the provision for actuarial liability (Note 20 (b) (iii)).

PAGE 64 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

19          Provisions

 

(a)        Lawsuits and proceedings that resulted in provisions

 

(I) Statement of financial position details

 

The Company is a party to a number of legal claims and administrative proceedings arising from the normal course of business, including civil, tax, labor and environmental matters. Management recognizes provisions consistently with the recognition and measurement criteria established in Note 3.15 of the Annual Financial Statements of December 31, 2018. The terms and payment amounts depend on the outcome of the lawsuits. The provisions, net of escrow deposits are as follows:

 

 

 

Provisions

Escrow deposits

June 30,

2019

 

Provisions

Escrow deposits

December 31, 2018

Customer claims (i)

209,610

(11,217)

198,393

 

290,649

(43,841)

246,808

Supplier claims (ii)

26,758

(388)

26,370

 

67,985

(24,380)

43,605

Other civil claims (iii)

98,372

(16,885)

81,487

 

98,302

(13,519)

84,783

Tax claims (iv)

59,265

(3,797)

55,468

 

63,335

(8,091)

55,244

Labor claims (v)

377,221

(10,241)

366,980

 

302,935

(10,932)

292,003

Environmental claims (vi)

204,452

(320)

204,132

 

170,419

-

170,419

Total

975,678

(42,848)

932,830

 

993,625

(100,763)

892,862

 

 

 

 

 

 

 

 

Current

487,043

-

487,043

 

458,387

-

458,387

Noncurrent

488,635

(42,848)

445,787

 

535,238

(100,763)

434,475

 

 

(II) Changes

 

 

December 31, 2018

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

June 30, 2019

Customer claims (i)

290,649

9,401

13,698

(68,993)

(35,145)

209,610

Supplier claims (ii)

67,985

4,856

7,694

(25,970)

(27,807)

26,758

Other civil claims (iii)

98,302

9,280

15,168

(5,297)

(19,081)

98,372

Tax claims (iv)

63,335

838

1,680

(4,491)

(2,097)

59,265

Labor claims (v)

302,935

81,211

41,653

(21,976)

(26,602)

377,221

Environmental claims (vi)

170,419

22,148

12,172

-

(287)

204,452

Subtotal

993,625

127,734

92,065

(126,727)

(111,019)

975,678

Escrow deposits

(100,763)

(10,449)

(11,102)

17,272

62,194

(42,848)

Total

892,862

117,285

80,963

(109,455)

(48,825)

932,830

 

 

PAGE 65 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

December 31, 2017

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

June 30, 2018

Customer claims (i)

438,619

9,422

19,074

(49,514)

(22,980)

394,621

Supplier claims (ii)

332,037

23,571

5,273

(283,218)

(5,689)

71,974

Other civil claims (iii)

114,544

11,206

6,401

(8,409)

(18,384)

105,358

Tax claims (iv)

77,100

4,814

2,320

(2,458)

(8,734)

73,042

Labor claims (v)

299,842

41,434

16,128

(15,499)

(37,101)

304,804

Environmental claims (vi)

160,446

19,168

9,573

(114)

(29,070)

160,003

Subtotal

1,422,588

109,615

58,769

(359,212)

(121,958)

1,109,802

Escrow deposits

(344,384)

(33,694)

(3,627)

260,522

7,241

(113,942)

Total

1,078,204

75,921

55,142

(98,690)

(114,717)

995,860

PAGE 66 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

 

(b)        Lawsuits deemed as contingent liabilities

 

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

 

 

June 30, 2019

December 31, 2018

Customer claims (i)

207,552

207,600

Supplier claims (ii)

1,610,052

1,459,100

Other civil claims (iii)

716,791

719,300

Tax claims (iv)

1,054,996

1,439,100

Labor claims (v)

590,890

624,200

Environmental claims (vi)

4,694,043

4,343,800

Total

8,874,324

8,793,100

 

 

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

 

(i)             Customer claims

 

Approximately 800 lawsuits (890 as of December 31, 2018) were filed by commercial customers, who claim that their tariffs should correspond to other consumer categories, and 440 lawsuits (490 as of December 31, 2018) in which customers claim a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company, and 30 lawsuits (40 as of December 31, 2018) in which customers plead the reduction in tariff under the category “Social Welfare Entity”.

 

PAGE 67 of 91


 
 
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Notes to the Interim Financial Information

 

 

(ii)           Supplier claims

 

These lawsuits 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, and are in progress at different courts.

 

(iii)         Other civil claims

 

These mainly refer to indemnities for property damage, pain and suffering, and loss of profits allegedly caused to third parties, such as vehicle accidents, claims, challenges on the methodology to collect tariffs, among others, filed at different court levels.

 

(iv)          Tax claims

 

Tax claims refer mainly to issues related to tax collections and fines in general challenged due to disagreements regarding notification or differences in the interpretation of legislation by the Company's Management.

 

(v)            Labor claims

 

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

 

(vi)          Environmental claims

 

These refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental (Cetesb) and the Public Prosecution Office of the São Paulo State, 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.

 

(d)        Guarantee insurance for escrow deposit

 

On May 25, 2019, the Company contracted guarantee insurance for escrow deposit, in the amount of R$ 500 million. Such insurance will be used to settle legal claims instead of having immediate cash disbursement by the Company, such insurance is used until the conclusion of these proceedings limited to up to five years.

 

From April to June 2019, the Company used R$ 43,160 of the guarantee insurance (R$ 133,929 from April to June 2018). A total of R$ 485,975 from the current contract is outstanding.

 

 

PAGE 68 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

20         Employee benefits

 

(a)        Health benefit plan

 

Health plan managed by Fundação Sabesprev de Seguridade Social (Sabesprev), of free choice, sponsored by contributions of SABESP and the employees, as follows:

 

.     Company: 8.2% on average, of gross payroll;

 

.     Employees: 3.21% of the base salary and premiums, equivalent to 2.9% of payroll, on average.

 

Since February 2019, the Company had been evaluating/studying an Adhesion Agreement with Fundação CESP (Funcesp), which also operates health care services; in July 2019 this process was concluded and, since August 1, 2019, Funcesp has been operating the health plans offered to the Company's employees, retirees, former employees, dependents and non-family dependents. SABESP will assess the accounting impacts, among which actuarial impacts from contracting said agreement.

 

The Health Plan (Sabesprev) offered to SABESP's employees until July 2019, was required to maintain equity higher than the solvency margin in order to ensure its operation, pursuant to the rules of the National Agency of Supplementary Health (ANS). For this reason, SABESP was required to contribute an additional R$ 26.0 million in the second quarter of 2019, the regulatory agency, in view of the imbalance caused by the increase in healthcare costs, in order to comply with the parameters required by ANS.

 

 

(b)        Pension plan benefits

 

Funded plan – G1

 

 

Pension plan liabilities as of December 31, 2018

 

363,902

Expenses recognized in 2019

 

20,037

Payments made in 2019

 

(18,455)

Pension plan liabilities as of June 30, 2019 (i)

 

365,484

 

 

 

 

Unfunded plan– G0

 

 

Pension plan liabilities as of December 31, 2018

 

2,606,107

Expenses recognized in 2019

 

113,683

Payments made in 2019

 

(83,795)

Pension plan liabilities as of June 30, 2019 (iii)

 

2,635,995

 

 

 

Total

 

3,001,479

 

 

PAGE 69 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

(i)         G1 Plan

 

Managed by Sabesprev, the defined benefit plan (“G1 Plan”) receives similar contributions established in a plan of subsidy of actuarial study of Sabesprev, as follows:

 

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

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

 

As of June 30, 2019, SABESP had a net actuarial liability of R$ 365,484 (R$ 363,902 as of December 31, 2018) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners, and the fair value of the plan’s assets.

 

(ii)        Private pension plan benefits – Defined contribution

 

As of June 30, 2019, Sabesprev Mais plan, based on defined contribution, had 9,900 active and assisted participants (9,586 as of December 31, 2018).

 

With respect to the Sabesprev Mais plan, the contributions from the sponsor represent 100% over the total basic contribution from the participants. In 2019, expenses related to the obligation of defined contribution, totaling
R$ 7,031, R$ 928 and R$ 1,866, were allocated to operating costs, selling expenses and administrative expenses.  The amount of R$ 979 was capitalized in assets.

 

The Company has made contributions in the amount of R$ 10,804 from January to June 2019 (R$ 10,166 from January to June 2018).

 

(iii)         G0 Plan

 

Pursuant to State Law 4,819/58, employees who started providing services prior to May 1974 and retired as an employee of the Company acquired a legal right to receive supplemental pension payments, which rights are referred as "G0 Plan". The Company pays these supplemental benefits on behalf of the State Government and makes claims for reimbursements from the State Government, which are recorded as accounts receivable from related parties, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of June 30, 2019, the Company recorded a defined benefit obligation for the G0 Plan of R$ 2,635,995 (R$ 2,606,107 as of December 31, 2018).

 

(c)         Profit sharing

 

The Company has a profit-sharing program in accordance with an agreement with labor union and SABESP. The period covered represents the Company fiscal year, from January to December 2019. The limit of the profit sharing is up to one-month salary for each employee, depending on performance goals reached.

 

In the second quarter of 2019, the Company accrued R$ 23,429 (R$ 29,523 in the second quarter of 2018). From January to June 2019 and 2018, R$ 46,230 and R$ 54,142, respectively, were accrued under “Payroll and related charges”.

 

 

PAGE 70 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

21          Services payable

 

The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also includes the amounts payable related to the transfer of 7.5% of revenue from the São Paulo municipal government to the Municipal Fund (Note 15 (c) (v) (6) of the Annual Financial Statements of December 31, 2018). The balances as of June 30, 2019 and December 31, 2018 were R$ 495,394 and R$ 454,022, respectively.

 

 

22          Knowledge Retention Program

 

In June 2018, SABESP implemented the Knowledge Retention Program (PRC), aiming to provide personnel planning conditions and mitigate the impact of the exit of employees who possess strategic knowledge acquired throughout their career.

 

For those enrolled in the Program, the compliance with the agreements of the Collective Bargaining Agreement effective on the date of termination is thereby guaranteed. They will also receive a severance incentive proportional to the length of service at SABESP, corresponding to a percentage of the balance of the Guarantee Fund for Length of Service (FGTS), for termination purposes, on the date of termination.

 

In the second quarter of 2019, the Company wrote-off R$ 2,710, corresponding to the provision of compensatory payments of employees enrolled in the Program. As of June 30, 2019, the balance totaled R$ 170,996 (R$ 196,472 as of December 31, 2018), R$ 30,324 of which recorded under “Labor liabilities”, in current liabilities (R$ 74,324 as of December 31, 2018), and R$ 140,672 under “Labor liabilities”, in noncurrent liabilities (R$ 122,148 as of December 31, 2018).

 

 

23          Equity

 

(a)           Subscribed and paid-in capital

 

As of June 30, 2019 and December 31, 2018, subscribed and paid-in capital was represented by 683,509,869 registered, book-entry common shares with no par value, as follows:

 

 

 

June 30, 2019

December 31, 2018

 

Number of shares

%

Number of shares

%

State Department of Finance

343,524,285

50.26%

343,524,285

50.26%

Companhia Brasileira de Liquidação e Custódia

222,160,337

32.50%

212,612,143

31.10%

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

115,756,767

16.94%

125,278,967

18.33%

Other

2,068,480

0.30%

2,094,474

0.31%

 

 

 

 

 

Total

683,509,869

100.00%

683,509,869

100.00%

 

(*)          each ADR corresponds to 1 share.

 

PAGE 71 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

The Annual and Extraordinary General Meeting of April 29, 2019, approved the distribution of dividends as interest on capital, in the amount of R$ 792,187, the transfer of R$ 1,901,126 to “Investment Reserves”, corresponding to the balance of retained earnings, and the allocation of R$ 141,755 to “Legal Reserve”.

 

The payment of interest on capital in the amount of R$ 740,126, net of withholding income tax of R$ 52,061, totaling R$ 792,187, began in June 2019, with a paid amount of R$ 739,990.

 

 

24          Earnings per share

 

Basic and diluted

 

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

 

 

April to

June 2019

January to

June 2019

April to

June 2018

January to

June 2018

 

 

 

 

 

Profit attributable to Company’s owners

454,375

1,101,666

181,886

762,317

Weighted average number of common shares issued

683,509,869

683,509,869

683,509,869

683,509,869

 

 

 

 

 

Basic and diluted earnings per share (reais per share)

0.66477

1.61178

0.26611

1.11530

 

 

 

PAGE 72 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

25          Operating segment information     

 

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

 

Result

 

 

 

April to June 2019

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial

statements

Gross operating revenue

3,579,047

688,530

4,267,577

Gross sales deductions

(269,667)

-

(269,667)

Net operating revenue

3,309,380

688,530

3,997,910

Costs, selling, general and administrative expenses

(2,522,010)

(673,050)

(3,195,060)

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

787,370

15,480

802,850

Other operating income/(expenses), net

 

 

(2,701)

Equity accounting

 

 

4,221

Financial result, net

 

 

(155,577)

Income before taxes

 

 

648,793

Depreciation and amortization

(424,538)

-

(424,538)

 

 

PAGE 73 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

 

January to June 2019

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial

statements

Gross operating revenue

7,115,195

1,292,057

8,407,252

Gross sales deductions

(530,838)

-

(530,838)

Net operating revenue

6,584,357

1,292,057

7,876,414

Costs, selling, general and administrative expenses

(4,678,491)

(1,263,008)

(5,941,499)

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

1,905,866

29,049

1,934,915

Other operating income/(expenses), net

 

 

5,126

Equity accounting

 

 

5,985

Financial result, net

 

 

(306,033)

Income from operations before taxes

 

 

1,639,993

Depreciation and amortization

(835,401)

 

(835,401)

 

 

 

PAGE 74 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

 

April to June 2018

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial

statements

Gross operating revenue

3,249,849

667,045

3,916,894

Gross sales deductions

(244,660)

-

(244,660)

Net operating revenue

3,005,189

667,045

3,672,234

Costs, selling, general and administrative expenses

(1,965,457)

(652,048)

(2,617,505)

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

1,039,732

14,997

1,054,729

Other operating income/(expenses), net

 

 

16,320

Equity accounting

 

 

877

Financial result, net

 

 

(837,234)

Income from operations before taxes

 

 

234,692

Depreciation and amortization

(326,987)

-

(326,987)

 

 

PAGE 75 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

 

January to June 2018

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial

statements

Gross operating revenue

6,530,695

1,314,248

7,844,943

Gross sales deductions

(473,041)

-

(473,041)

Net operating revenue

6,057,654

1,314,248

7,371,902

Costs, selling, general and administrative expenses

(3,964,177)

(1,284,700)

(5,248,877)

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

2,093,477

29,548

2,123,025

Other operating income/(expenses), net

 

 

27,812

Equity accounting

 

 

3,694

Financial result, net

 

 

(1,031,167)

Income from operations before taxes

 

 

1,123,364

Depreciation and amortization

(654,886)

-

(654,886)

 

(i)     See Note 31 for further information about non-cash items, other than depreciation and amortization that impact segment results, and for additional information to long-lived asset.

(ii)    Construction revenue and related costs not reported to the CODM.

Explanation on the reconciliation items for the financial statements.

 

The impacts on gross operating income and costs are as follows:

 

 

PAGE 76 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

 

 

April to      June 2019

January to June 2019

April to     June 2018

January to June 2018

 

 

 

 

 

Gross revenue from construction recognized under

ICPC 1 (R1) (a)

688,530

1,292,057

667,045

1,314,248

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

(673,050)

(1,263,008)

(652,048)

(1,284,700)

 

 

 

 

 

Construction margin

15,480

29,049

14,997

29,548

 

(a)   Revenue from construction is recognized in accordance with ICPC 01 (R1) / IFRIC 12 (Concession Agreements) and CPC 47 / IFRS 15 (Revenue from Contracts with Customers), as all performance obligations are satisfied over time. See Note 14 (e).

PAGE 77 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

26         Operating revenue

 

(a)    Revenue from sanitation services:

 

 

April to     June 2019

January to June 2019

April to     June 2018

January to June 2018

 

 

 

 

 

Metropolitan Region of São Paulo

2,552,184

5,020,318

2,299,840

4,580,397

Regional systems

1,026,863

2,094,877

950,009

1,950,298

Total

3,579,047

7,115,195

3,249,849

6,530,695

 

 

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

 

 

April to     June 2019

January to June 2019

April to     June 2018

January to June 2018

 

 

 

 

 

Revenue from sanitation services (i)

3,579,047

7,115,195

3,249,849

6,530,695

Construction revenue

688,530

1,292,057

667,045

1,314,248

Sales tax

(254,613)

(501,135)

(231,189)

(446,099)

Regulation, Control and Oversight Fee (TRCF) (ii)

(15,054)

(29,703)

(13,471)

(26,942)

Net revenue

3,997,910

7,876,414

3,672,234

7,371,902

 

(i) Includes the amounts of R$ 16,958 from April to June 2019 and R$ 33,676 from January to June 2019 (R$ 15,835 from April to June 2018 and R$ 31,344 from January to June 2018), from the TRCF charged from customers from the municipalities regulated by ARSESP.

(ii)   Amount payable to ARSESP referring to regulation, control and oversight activities, pursuant to State Complementary Law 1,025/07.

 

 

PAGE 78 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

27          Operating costs and expenses

 

 

April to  June 2019

January to June 2019

April to  June 2018

January to June 2018

Operating costs

 

 

 

 

     Salaries, payroll charges and benefits

(567,718)

(1,067,266)

(496,738)

(954,325)

     Pension obligations

(12,438)

(24,669)

(6,769)

(12,177)

     Construction costs (Note 25)

(673,050)

(1,263,008)

(652,048)

(1,284,700)

     General supplies

(68,426)

(123,526)

(51,543)

(103,691)

     Treatment supplies

(75,736)

(162,429)

(61,427)

(137,358)

     Outsourced services

(317,405)

(591,359)

(217,842)

(463,837)

     Electricity

(278,585)

(561,019)

(228,119)

(449,356)

     General expenses

(172,472)

(324,976)

(140,457)

(290,570)

     Depreciation and amortization

(398,149)

(782,830)

(297,421)

(595,587)

 

(2,563,979)

(4,901,082)

(2,152,364)

(4,291,601)

 

 

 

 

 

Selling expenses

 

 

 

 

     Salaries, payroll charges and benefits

(81,396)

(151,418)

(75,802)

(146,556)

     Pension obligations

(1,726)

(3,404)

(928)

(1,723)

     General supplies

(1,954)

(3,674)

(1,110)

(2,541)

     Outsourced services

(84,619)

(170,596)

(58,716)

(132,609)

     Electricity

(343)

(710)

(285)

(599)

     General expenses

(28,504)

(55,740)

(26,180)

(50,172)

     Depreciation and amortization

(4,627)

(8,822)

(4,318)

(8,663)

 

(203,169)

(394,364)

(167,339)

(342,863)

 

 

 

 

 

Bad debt expenses (Note 8 (c))

(80,815)

(88,575)

(58,067)

(106,698)

 

 

 

 

 

Administrative expenses

 

 

 

 

     Salaries, payroll charges and benefits

(72,374)

(132,850)

(62,448)

(120,543)

     Pension obligations

(35,908)

(72,967)

(37,498)

(74,811)

     General supplies

(1,002)

(1,590)

(1,269)

(2,646)

     Outsourced services

(52,341)

(114,585)

(42,989)

(100,291)

     Electricity

(601)

(794)

(372)

(693)

     General expenses

(138,209)

(150,219)

(55,409)

(127,553)

     Depreciation and amortization

(21,762)

(43,749)

(25,248)

(50,636)

     Tax expenses

(24,900)

(40,724)

(14,502)

(30,542)

 

(347,097)

(557,478)

(239,735)

(507,715)

PAGE 79 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

 

 

April to  June 2019

January to June 2019

April to  June 2018

January to June 2018

Operating costs and expenses

 

 

 

 

     Salaries, payroll charges and benefits

(721,488)

(1,351,534)

(634,988)

(1,221,424)

     Pension obligations

(50,072)

(101,040)

(45,195)

(88,711)

     Construction costs (Note 25)

(673,050)

(1,263,008)

(652,048)

(1,284,700)

     General supplies

(71,382)

(128,790)

(53,922)

(108,878)

     Treatment supplies

(75,736)

(162,429)

(61,427)

(137,358)

     Outsourced services

(454,365)

(876,540)

(319,547)

(696,737)

     Electricity

(279,529)

(562,523)

(228,776)

(450,648)

     General expenses

(339,185)

(530,935)

(222,046)

(468,295)

     Depreciation and amortization

(424,538)

(835,401)

(326,987)

(654,886)

     Tax expenses

(24,900)

(40,724)

(14,502)

(30,542)

           Bad debt expenses (Note 8 (c))

(80,815)

(88,575)

(58,067)

(106,698)

Total

(3,195,060)

(5,941,499)

(2,617,505)

(5,248,877)

PAGE 80 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

28         Financial income (expenses)

 

 

 

April to       June 2019

January to June 2019

April to       June 2018

January to June 2018

Financial expenses

 

 

 

 

Interest and charges on borrowings and financing – local currency

(77,763)

(158,931)

(84,425)

(162,594)

Interest and charges on borrowings and financing – foreign currency

(41,068)

(83,529)

(47,211)

(83,770)

Other financial expenses

(91,687)

(171,322)

(23,594)

(46,497)

Income tax over international remittance

(4,353)

(9,021)

(5,426)

(9,940)

Inflation adjustment on borrowings and financing

(13,307)

(29,999)

(12,689)

(32,338)

Other inflation adjustments

(30,429)

(41,609)

(10,222)

(19,986)

Interest and inflation adjustments on provisions

(49,651)

(66,324)

(528)

12,013

Total financial expenses

(308,258)

(560,735)

(184,095)

(343,112)

 

 

 

 

 

Financial income

 

 

 

 

Inflation adjustment gains

24,732

50,542

43,509

58,262

Income on short-term investments

38,233

77,208

46,753

84,331

Interest income

34,139

77,301

59,453

88,120

Cofins and Pasep

(4,555)

(9,574)

(7,713)

(11,479)

Other

4

7

2

3

Total financial income

92,553

195,484

142,004

219,237

 

 

 

 

 

Financial income (expenses), net before exchange rate changes

(215,705)

(365,251)

(42,091)

(123,875)

 

 

 

 

 

Net exchange gains (losses)

 

 

 

 

Exchange rate changes on borrowings and financing

58,806

58,631

(797,339)

(909,354)

Exchange rate changes on assets

1,322

591

2,196

2,062

Other exchange rate changes

-

(4)

-

-

 

 

 

 

 

Exchange rate changes, net

60,128

59,218

(795,143)

(907,292)

 

 

 

 

 

Financial income (expenses)

(155,577)

(306,033)

(837,234)

(1,031,167)

 

 

PAGE 81 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

29         Other operating income (expenses), net

 

 

April to       June 2019

January to June 2019

April to       June 2018

January to June 2018

 

 

 

 

 

Other operating income, net

20,831

34,216

36,996

54,421

Other operating expenses

(23,532)

(29,090)

(20,676)

(26,609)

 

 

 

 

 

Other operating income (expenses), net

(2,701)

5,126

16,320

27,812

 

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

 

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

 

 

30         Commitments

 

The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. Below, the main committed amounts as of June 30, 2019:

 

 

1 year

1-3 years

3-5 years

More than

5 years

Total

Contractual obligations - Expenses

1,085,824

1,759,370

290,387

1,121,772

4,257,353

Contractual obligations - Investments

1,877,099

3,353,651

1,376,814

6,023,961

12,631,525

Total

2,962,923

5,113,021

1,667,201

7,145,733

16,888,878

 

The main commitment refers to the São Lourenço PPP. See Note 14 (g).

 

 

PAGE 82 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

31          Supplemental cash flow information

 

 

January to June 2019

January to June 2018

 

 

 

Total additions of contract assets (Note 13)

1,390,646

1,433,695

Total additions to intangible assets (Note 14 (b))

214,176

3,531

 

 

 

Items not affecting cash (see breakdown below)

(703,327)

(635,724)

 

 

 

Total additions to intangible assets and contract assets as per statement of cash flows

901,495

801,502

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

Interest capitalized in the period (Note 14 (d))

133,010

290,716

Contractors payable

319,793

174,994

Program contract commitments

104,931

866

Public-Private Partnership – São Lourenço PPP (Note 14 (g))

10,590

137,505

Leases

105,954

2,095

Construction margin (Note 25)

29,049

29,548

Total

703,327

635,724

 

 

32         Events after the reporting period

 

  • 24th Debenture Issue

 

On July 24, 2019, the Company concluded the 24th debenture issue, regulated by Law 12,431/11, the main feature of which is the exemption of income tax to individuals, in the amount of R$ 400 million, as follows:

 

 

Value

Rate

Term

Series 1

100,000

IPCA + 3.20% p.a.

7 years

Series 2

300,000

IPCA + 3.37% p.a.

10 years

Total

400,000

 

 

 

 

  • Santo André

 

On July 31, 2019, the Company signed a Public Service Provision Agreement between the São Paulo State and the Municipality of Santo André, and a Debt Payment and Receipt Consent Decree between the Santo André Environmental Sanitation Municipal Service (Semasa) and the Municipality of Santo André.

 

The main purposes of the Consent Decree and the Agreement are the transfer of the Municipality’s water supply and sewage services to SABESP, for 40 years, and the suspension by SABESP of the judicial collection of Semasa’s debt, with undisputed nominal value of R$ 3.5 billion in June 2019.

 

By means of the Consent Decree and the simultaneous signature of the Agreement, SABESP, the Municipality of Santo André and Semasa agree that the Debt will be paid upon transfer of the Municipality’s Services to SABESP for 40 years. By means of this operation, Semasa’s assets and the assets linked to the Services will also be transferred to SABESP, which will directly exploit said Services.

PAGE 83 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

The main aspects of the Consent Decree are:

 

· Withdrawal by the Municipality and Semasa of any pending appeals in existing lawsuits between the parties, in addition to other measures provided for in the Consent Decree;

 

· Suspension of the judicial collection of the debt;

 

· A discount of R$ 600 million on registered warrants to be issued will be granted, applied on fines and interest. Issued registered warrants and those to be issued as a result of the signature of the Consent Decree will be suspended during the validity of the Agreement and will be given as a guarantee of full  compliance with the Consent Decree;

 

· The amount collateralized will be progressively reduced over the term of the Agreement, until it expires at the end of the 40 years;

 

· If the provision of Services is interrupted before the expiration of the Agreement term, said registered warrants will return to their original position and charged;

 

· Additional conditions to the Consent Decree:

 

a)     Transfer of R$ 70 million by SABESP to the Municipality of Santo André to settle administrative costs and end the Services provided by Semasa;

 

b)     All Semasa’s permanent staff will be temporarily assigned to SABESP for six months. From the seventh month on, 400 Semasa employees will remain at SABESP for a maximum period of four years and SABESP will be responsible for all costs related to the assignments.

 

The main aspects of the Agreement are as follows:

 

· Water supply and sewage collection, removal and treatment Services were granted to SABESP;

 

· Planning will be shared between the São Paulo State and the Municipality of Santo André, as defined in the Agreement signed by the São Paulo State Government and the Municipality of Santo André, which establishes a joint management between federal entities;

 

· The Services were granted to SABESP by the Municipality of Santo André and the São Paulo State by means of a tripartite agreement, following the same principles of metropolitan contracts already signed in the region;

 

· The regulation (including tariffs), control and inspection of the services were delegated to the Sanitation and Energy Regulatory Agency of the São Paulo State (ARSESP);

 

 

 

PAGE 84 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Notes to the Interim Financial Information

 

 

· The tariff applicable to Santo André will follow the tariff table for the Metropolitan Region of São Paulo beginning in January 2021;

 

· The Agreement also establishes: a) SABESP’s commitment to invest R$ 917 million (nominal current values) in the next 40 years;

 

a) Transfer of R$ 90 million by SABESP, in two installments in the first year of the agreement, to the Municipal Environmental Sanitation and Infrastructure Fund (FMSAI) created by the Santo André Municipal Government; and

 

 b) Transfer by SABESP of 4% of net revenue earned in the Municipality of Santo André as from the second year of the Agreement, the proceeds of which will also be allocated to FMSAI and transferred to the tariff, as permitted by ARSESP.

 

· Water Supply and Sewage Service Contracts (“Program Contract”)

 

In July 2018, the Company renewed Program Contracts with the municipalities of Alambari, Bertioga, Itanhaém, Lavrinhas, Mongaguá and Peruíbe, all of them for a 30-year period.

 

 

 

PAGE 85 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Comments on the Company’s Projections

 

 

 

 

 

Comments on the Company’s projections

 

 

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

 

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

PAGE 86 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Other Information Deemed as Relevant by the Company

 

 

 

 

 

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

 

 

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of 6/30/2019

 

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

3,000

0.0%

3.000

0.0%

Board of Executive Officers

-

-

-

-

 

 

 

 

 

 

Fiscal Council

 

2

 

0.0%

 

2

 

0.0%

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,527,287

50.3%

343,527,287

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

339,982,582

49.7%

339,982,582

49.7%

PAGE 87 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

Other Information Deemed as Relevant by the Company

 

 

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of 30/06/2018

 

Shareholder

Number of Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Controlling Group

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524,285

50.3%

Cesp - Companhia Energética De São Paulo

 

4,272

 

0.00%

 

4,272

 

0.00%

Companhia Paulista de

Parcerias - CPP

 

6

 

0.00%

 

6

 

0.00%

Management

 

 

 

 

Board of Directors

-

-

-

-

Board of Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

64

0.00%

64

0.00%

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,528,627

50.3%

343,528,627

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

339,981,242

49.7%

339,981,242

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 6/30/2019

(Number of shares)

 

Common shares

Total

Shareholder

Number of shares

%

Number of shares

%

 

Treasury Department

 

343,524,285

 

50.3

 

343,524,285

 

50.3

PAGE 88 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Reports and Statements / Unqualified Reports on Special Review

 

 

Review report on the interim financial information – ITR

 

To the Board of Directors, Shareholders and Management of  

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

São Paulo - SP

 

Introduction

We have reviewed the interim financial information of Companhia de Saneamento Básico do Estado de São Paulo – SABESP (“The Company”), included in the Quarterly Financial Information – ITR referring to the quarter ended June 30, 2019, comprising the financial position as of June 30, 2019 and the 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. 

 

Management is responsible for the preparation of the interim financial information in accordance with accounting standard CPC 21(R1) - Interim Financial Reporting and IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board - IASB, as well as for the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission - CVM, applicable to the preparation of Quarterly 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 the Brazilian and International standards on review engagements (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for the financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the auditing standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion on the interim financial information

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

 

 

Other matters - Statement of value added

We have also reviewed the statement of value added (DVA) for the six-month period ended June 30, 2019, prepared under the responsibility of the Company’s management, whose presentation on the interim financial information is required in accordance with the standards issued by the Brazilian Securities and Exchange Commission – CVM applicable to the preparation of Quarterly Financial Information - ITR, and considered as supplementary information by ISA 34, was subject to the same review procedures performed together with the review of the Quarterly Financial I information - ITR of the Company. In forming our conclusion, we evaluated if this statement is reconciled with the interim financial information and accounting records as applicable, and if it is form and presentation is in accordance with the criteria defined by Technical Pronouncement CPC 09 – Statement of value added. Based on our review, nothing has come to our attention that causes us to believe that it is not prepared, in all material respects, in accordance with the interim financial information taken as a whole.

 

 

 

São Paulo, August 14, 2019

 

 

KPMG Auditores Independentes

CRC SP-014428/O-6

 

 

 

(Original report in Portuguese signed by)

Bernardo Moreira Peixoto Neto

Accountant  CRC RJ-064887/O-8

PAGE 89 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Reports and Statements / Executive Officers’ Statement on the Financial Statements

 

Executive Officers’ Statement on the Interim Financial Information

STATEMENT

The Executive Officers of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, with Corporate Taxpayers’ ID (CNPJ/MF) no. 43.776.517/0001-80, headquartered at Rua Costa Carvalho, nº 300, Pinheiros, São Paulo, declare that, pursuant to paragraph 1, article 25, items V and VI of CVM Instruction 480, of December 7, 2009, that:

They revised, discussed and agreed with the interim financial information for the period ended June 30, 2019.

São Paulo, August 14, 2019.

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

Benedito Pinto Ferreira Braga Junior

Chief Executive Officer

Rui de Britto Álvares Affonso

Chief Financial and Investor Relations Officer

Adriano Candido Stringhini

Corporate Management Officer

Edison Airoldi

Technology, Project and Environment Officer

Paulo Massato Yoshimoto

Metropolitan Officer

Ricardo Daruiz Borsari

Regional System Officer

PAGE 90 of 91


 
 
ITR - Quarterly Financial Form - 6/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO  Version : 1 

 

Reports and Statements / Executive Officers’ Statement on the Report of Independent Registered Public Accounting Firm

Executive Officers’ Statement on the Report of Independent Registered Public Accounting Firm

STATEMENT

The Executive Officers of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, with Corporate Taxpayer’s ID (CNPJ/MF) no. 43.776.517/0001-80, headquartered at Rua Costa Carvalho, nº 300, Pinheiros, São Paulo, declare that, pursuant to paragraph 1, article 25, items V and VI, of CVM Instruction 480, of December 7, 2009, that:

They revised, discussed and agreed with the Report of Independent Registered Public Accounting Firm on the interim financial information for the period ended June 30, 2019.

São Paulo, August 14, 2019.

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

Benedito Pinto Ferreira Braga Junior

Chief Executive Officer

Rui de Britto Álvares Affonso

Chief Financial and Investor Relations Officer

Adriano Candido Stringhini

Corporate Management Officer

Edison Airoldi

Technology, Project and Environment Officer

Paulo Massato Yoshimoto

Metropolitan Officer

Ricardo Daruiz Borsari

Regional Systems Officer

PAGE 91 of 91

 

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 27, 2019
 
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.