6-K 1 sbsitr3q19_6k.htm FORM 6-K sbsitr3q19_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 November, 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):

 
 

Table of contents


 

Company Information

 

   

Capital Breakdown

1

Cash Proceeds

2

Parent Company’s Financial Statements

 

Statement of Financial Position - Assets

3

 Statement of Financial Position - Liabilities

4

Income Statement

6

Statement of Comprehensive Income

8

Statement of Cash Flow

9

Statement of Changes in Equity

 

1/01/2019 to 9/30/2019

11

1/01/2018 to 9/30/2018

12

Statement of Value Added

13

Comments on the Company’s Performance

14

Notes to the Interim Financial Information

25

Comments on the Company’s Projections

87

Other Information Deemed as Relevant by the Company

88

Reports and Statements

 

Unqualified Reports on Special Review

90

Executive Officers’ Statement on the Financial Statements

91

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

92

 


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Company Information / Capital Breakdown

 

 

Number of Shares

Current Quarter

(Units)

9/30/2019

Paid-in Capital

 

Common

683,509,869

Preferred

0

Total

683,509,869

Treasury Shares

 

Common

0

Preferred

0

Total

0

 

 

 

 

 

 

 

 

Page 1 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - 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

Common

 

1.15900

 

 

 

 

 

 

 

 

 

Page 2 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - 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

 

 

9/30/2019

12/31/2018

1

Total Assets

45,838,049

43,565,118

1.01

Current Assets

5,120,870

5,602,242

1.01.01

Cash and Cash Equivalents

2,633,406

3,029,191

1.01.03

Accounts Receivable

2,172,757

2,017,481

1.01.03.01

Trade Receivables

2,008,771

1,843,333

1.01.03.02

Other Receivable

163,986

174,148

1.01.03.02.01

Related-Party Balances

163,986

174,148

1.01.04

Inventories

95,189

65,596

1.01.06

Recoverable Taxes

129,336

380,703

1.01.06.01

Current Recoverable Taxes

129,336

380,703

1.01.08

Other Current Assets

90,182

109,271

1.01.08.03

Other

90,182

109,271

1.01.08.03.01

Restricted Cash

22,477

31,900

1.01.08.03.20

Other Receivables

67,705

77,371

1.02

Noncurrent Assets

40,717,179

37,962,876

1.02.01

Long-Term Assets

8,789,587

8,590,597

1.02.01.04

Accounts Receivable

218,555

209,083

1.02.01.04.01

Trade Receivables

218,555

209,083

1.02.01.09

Receivables from Related Parties

657,138

669,102

1.02.01.09.03

Receivables from Controlling Shareholders

657,138

669,102

1.02.01.10

Other Noncurrent Assets

7,913,894

7,712,412

1.02.01.10.04

Escrow Deposits

178,246

152,018

1.02.01.10.05

Water National Agency (ANA)

37,317

49,136

1.02.01.10.06

Contract Asset

7,579,485

7,407,948

1.02.01.10.20

Other Receivables

118,846

103,310

1.02.02

Investments

110,745

92,207

1.02.02.01

Equity Investments

63,171

44,587

1.02.02.01.03

Equity Investments in Jointly-Owned Subsidiaries

63,171

44,587

1.02.02.02

Investment Properties

47,574

47,620

1.02.03

Property, Plant and Equipment

299,955

267,612

1.02.04

Intangible Assets

31,516,892

29,012,460

1.02.04.01

Intangible Assets

31,516,892

29,012,460

1.02.04.01.01

Concession Agreements

2,208,793

5,305,353

1.02.04.01.02

Program Contracts

14,792,428

9,857,480

1.02.04.01.03

Service Contracts

13,955,931

13,391,452

1.02.04.01.04

Software License of Use

479,637

458,175

1.02.04.01.05

Right of Use

80,103

0

 

 

 

 

 

 

 

 

Page 3 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - 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

 

 

9/30/2019

12/31/2018

2

Total Liabilities

45,838,049

43,565,118

2.01

Current Liabilities

4,355,080

5,398,632

2.01.01

Labor and Pension Plan Liabilities

461,940

564,830

2.01.01.01

Social Security Liabilities

24,985

48,539

2.01.01.02

Tax Liabilities

436,955

516,291

2.01.02

Trade Payables

325,896

465,993

2.01.02.01

Domestic Suppliers

325,896

465,993

2.01.03

Tax Liabilities

244,452

200,563

2.01.03.01

Federal Tax Liabilities

235,776

196,014

2.01.03.01.01

Income Tax and Social Contribution Payable

69,967

0

2.01.03.01.02

Pis-Pasep and Cofins Payable

94,113

82,381

2.01.03.01.03

INSS (Social Security Contribution) Payable

38,224

38,871

2.01.03.01.20

Other Federal Taxes

33,472

74,762

2.01.03.03

Municipal Tax Liabilities

8,676

4,549

2.01.04

Borrowings and Financing

1,714,302

2,103,612

2.01.04.01

Borrowings and Financing

936,421

1,035,025

2.01.04.01.01

In Local Currency

291,001

296,525

2.01.04.01.02

In Foreign Currency

645,420

738,500

2.01.04.02

Debentures

600,515

1,049,510

2.01.04.03

Financing through Lease

177,366

19,077

2.01.05

Other Liabilities

1,076,993

1,605,247

2.01.05.01

Payables to Related Parties

352

8,694

2.01.05.01.03

Payables to Controlling Shareholders

352

8,694

2.01.05.02

Other

1,076,641

1,596,553

2.01.05.02.01

Dividends and Interest on Equity Payable

573

673,765

2.01.05.02.04

Services Payable

480,730

454,022

2.01.05.02.05

Refundable Amounts

31,595

13,419

2.01.05.02.06

Program Contract Commitments

265,842

230,695

2.01.05.02.07

Public-Private Partnership (PPP)

98,350

137,827

2.01.05.02.09

Indemnities

11,246

11,257

2.01.05.02.20

Other Liabilities

188,305

75,568

2.01.06

Provisions

531,497

458,387

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

238,301

169,060

2.01.06.01.01

Tax Provisions

34,904

33,434

2.01.06.01.02

Social Security and Labor Provisions

131,232

56,243

2.01.06.01.04

Civil Provisions

72,165

79,383

2.01.06.02

Other Provisions

293,196

289,327

2.01.06.02.03

Provisions for Environmental Liabilities and Decommissioning

23,679

14,175

2.01.06.02.04

Provisions for Customers

180,222

231,547

2.01.06.02.05

Provisions for Suppliers

89,295

43,605

2.02

Noncurrent Liabilities

19,681,086

18,614,798

2.02.01

Borrowings and Financing

11,952,681

11,049,184

2.02.01.01

Borrowings and Financing

8,389,096

8,153,545

2.02.01.01.01

In Local Currency

2,305,551

2,222,636

2.02.01.01.02

In Foreign Currency

6,083,545

5,930,909

2.02.01.02

Debentures

3,091,226

2,346,050

 

 

Page 4 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - 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

 

 

9/30/2019

12/31/2018

2.02.01.03

Financing through Lease

472,359

549,589

2.02.02

Other Liabilities

6,809,657

6,869,897

2.02.02.02

Other

6,809,657

6,869,897

2.02.02.02.04

Pension Plan Liabilities

3,015,453

2,970,009

2.02.02.02.05

Program Contract Commitments

123,333

142,314

2.02.02.02.06

Public-Private Partnership (PPP)

3,221,879

3,275,297

2.02.02.02.07

Indemnities

31,146

31,146

2.02.02.02.08

Labor Liabilities

104,744

126,673

2.02.02.02.09

Deferred Cofins / Pasep

139,434

140,830

2.02.02.02.20

Other Liabilities

173,668

183,628

2.02.03

Deferred Taxes

438,586

261,242

2.02.03.01

Deferred Income Tax and Social Contribution

438,586

261,242

2.02.03.01.01

Deferred Income Tax and Social Contribution

438,586

261,242

2.02.04

Provisions

480,162

434,475

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

309,397

262,970

2.02.04.01.01

Tax Provisions

27,910

21,810

2.02.04.01.02

Social Security and Labor Provisions

258,322

235,760

2.02.04.01.04

Civil Provisions

23,165

5,400

2.02.04.02

Other Provisions

170,765

171,505

2.02.04.02.03

Provisions for Environmental Liabilities and Decommissioning

165,638

156,244

2.02.04.02.04

Provisions for Customers

4,941

15,261

2.02.04.02.05

Provisions for Suppliers

186

0

2.03

Equity

21,801,883

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

2,310,526

0

2.03.06

Equity Valuation Adjustments

-549,095

-549,095

 

Page 5 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - 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

 

 

7/01/2019 to 9/30/2019

Year

Previous Year

Year

 

 

 

1/01/2019 to 9/30/2019

7/01/2018 to 9/30/2018

1/01/2018 to 9/30/2018

3.01

Revenue from Sales and/or Services

5,410,593

13,287,007

3,810,781

11,182,683

3.02

Cost of Sales and/or Services

-2,379,712

-7,280,794

-2,313,289

-6,604,890

3.02.01

Cost of Sales and/or Services

-1,695,980

-5,334,054

-1,605,412

-4,612,313

3.02.02

Construction Cost

-683,732

-1,946,740

-707,877

-1,992,577

3.03

Gross Profit

3,030,881

6,006,213

1,497,492

4,577,793

3.04

Operating Income/Expenses

-472,325

-1,501,631

-371,211

-1,296,981

3.04.01

Selling Expenses

-158,268

-641,207

-189,329

-638,890

3.04.01.01

Selling Expenses

-195,945

-590,309

-170,022

-512,885

3.04.01.02

Allowance for Doubtful Accounts

37,677

-50,898

-19,307

-126,005

3.04.02

General and Administrative Expenses

-329,607

-887,085

-216,543

-724,258

3.04.04

Other Operating Income

14,477

48,693

44,424

98,845

3.04.04.01

Other Operating Income

15,972

53,919

48,760

108,177

3.04.04.02

Cofins and Pasep

-1,495

-5,226

-4,336

-9,332

3.04.05

Other Operating Expenses

-1,279

-30,369

-10,265

-36,874

3.04.06

Equity Results

2,352

8,337

502

4,196

3.05

Income before Financial Result and Taxes

2,558,556

4,504,582

1,126,281

3,280,812

3.06

Financial Result

-719,928

-1,025,961

-262,770

-1,293,937

3.06.01

Financial Income

94,762

290,837

123,237

344,536

3.06.01.01

Financial Income

100,585

305,643

117,519

348,235

3.06.01.02

Exchange Gains

451

1,042

11,183

13,245

3.06.01.03

Cofins and Pasep

-6,274

-15,848

-5,465

-16,944

3.06.02

Financial Expenses

-814,690

-1,316,798

-386,007

-1,638,473

3.06.02.01

Financial Expenses

-292,613

-853,348

-195,195

-538,307

3.06.02.02

Exchange Losses

-522,077

-463,450

-190,812

-1,100,166

3.07

Earnings before Income Tax

1,838,628

3,478,621

863,511

1,986,875

3.08

Income Tax and Social Contribution

-629,768

-1,168,095

-298,347

-659,394

3.08.01

Current

-434,142

-990,751

-303,572

-604,204

3.08.02

Deferred

-195,626

-177,344

5,225

-55,190

 

Page 6 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - 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

 

 

7/01/2019 to 9/30/2019

Year

Previous Year

Year

 

 

 

1/01/2019 to 9/30/2019

7/01/2018 to 9/30/2018

1/01/2018 to 9/30/2018

3.09

Net Result from Continued Operations

1,208,860

2,310,526

565,164

1,327,481

3.11

Profit/Loss for the Period

1,208,860

2,310,526

565,164

1,327,481

3.99

Earnings per Share - (Reais / Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common

1.76861

3.38039

0.82686

1.94216

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common

1.76861

3.38039

0.82686

1.94216

 

Page 7 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 Parent Company’s Financial Statements / Statement of Comprehensive Income

(R$ thousand)

 

Code

Description

Current Quarter

YTD Current

Same Quarter

YTD Previous

 

 

7/01/2019 to 9/30/2019

Year

Previous Year

Year

 

 

 

1/01/2019 to 9/30/2019

7/01/2018 to 9/30/2018

1/01/2018 to 9/30/2018

4.01

Net Income for the Period

1,208,860

2,310,526

565,164

1,327,481

4.03

Comprehensive Income for the Period

1,208,860

2,310,526

565,164

1,327,481

 

Page 8 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

(R$ thousand)

 

Code

Description

YTD Current Year

YTD Previous Year

 

 

1/01/2019 to 9/30/2019

1/01/2018 to 9/30/2018

6.01

Net Cash from Operating Activities

3,025,589

3,088,023

6.01.01

Cash from Operations

4,822,511

4,553,602

6.01.01.01

Profit before Income Tax and Social Contribution

3,478,621

1,986,875

6.01.01.02

Provision and Inflation Adjustments on Provisions

280,565

50,794

6.01.01.04

Finance Charges from Customers

-282,958

-219,514

6.01.01.05

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

14,593

16,893

6.01.01.06

Depreciation and Amortization

1,299,363

997,406

6.01.01.07

Interest on Borrowings and Financing Payable

430,838

391,455

6.01.01.08

Monetary and Exchange Rate Changes on Borrowings and Financing

498,337

1,153,748

6.01.01.09

Interest and Monetary Changes on Liabilities

28,521

20,886

6.01.01.10

Interest and Monetary Changes on Assets

-26,413

-55,069

6.01.01.11

Allowance for Doubtful Accounts

50,898

126,005

6.01.01.12

Provision for Consent Decree (TAC)

-127,793

-75,450

6.01.01.13

Equity Results

-8,337

-4,196

6.01.01.14

Interest and Monetary Restatement (Public-Private Partnership)

293,299

15,629

6.01.01.15

Other Adjustments

-7,257

4,373

6.01.01.16

Transfer of Funds to the São Paulo Municipal Government

4,186

7,601

6.01.01.17

Construction Margin over Intangible Assets Resulting from Concession Contracts

-44,775

-45,829

6.01.01.18

Pension Plan Liabilities

200,581

181,995

6.01.01.19

Agreement with the Municipality of Santo André

-1,259,758

0

6.01.02

Changes in Assets and Liabilities

-351,020

-437,746

6.01.02.01

Trade Receivables

-31,037

555

6.01.02.02

Related-Party Balances and Transactions

48,619

45,175

6.01.02.03

Inventories

-29,593

18,725

6.01.02.04

Recoverable Taxes

251,367

37,872

6.01.02.05

Other Receivables

6,956

-32,403

6.01.02.06

Escrow Deposits

-15,271

-22,960

6.01.02.08

Accounts Payable to Suppliers and Contractors

-351,085

-206,041

6.01.02.09

Salaries, Payroll Charges and Social Contributions

24,903

96,672

6.01.02.10

Pension Plan Liabilities

-155,137

-151,518

6.01.02.11

Taxes and Contributions Payable

-47,595

-162,720

6.01.02.12

Services Payable

22,522

-16,286

6.01.02.13

Other Liabilities

87,495

142,676

6.01.02.14

Provisions

-161,768

-193,804

6.01.02.15

Deferred Cofins/Pasep

-1,396

6,311

6.01.03

Other

-1,445,902

-1,027,833

6.01.03.01

Interest Paid

-553,102

-513,176

6.01.03.02

Income Tax and Social Contribution Paid

-892,800

-514,657

6.02

Net Cash from Investing Activities

-2,075,753

-1,388,446

6.02.01

Acquisition of Contract Assets and Intangible Assets

-2,029,213

-1,366,684

6.02.02

Acquisition of Property, Plant and Equipment

-56,186

-23,043

6.02.03

Increase in Investments

223

-655

 

 

 

 

 

Page 9 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

(R$ thousand)

 

Code

Description

YTD Current

Year

YTD Previous Year

 

 

1/01/2019 to 9/30/2019

1/01/2018 to 9/30/2018

6.02.04

Restricted Cash

9,423

-6,195

6.02.06

Receipt from the Sale of Assets

0

8,131

6.03

Net Cash from Financing Activities

-1,345,621

-363,371

6.03.01

Funding

1,603,795

1,555,670

6.03.02

Amortization

-1,750,487

-1,170,632

6.03.03

Payment of Interest on Equity

-739,990

-653,393

6.03.04

Public-Private Partnership (PPP)

-417,550

-63,469

6.03.05

Program Contract Commitments

-41,389

-31,547

6.05

Increase (Decrease) in Cash and Cash Equivalents

-395,785

1,336,206

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

2,633,406

3,619,253

 

Page 10 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 Parent Company’s Financial Statements / Statement of Changes in Equity - 1/01/2019 to 9/30/2019

(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

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

2,310,526

0

2,310,526

5.05.01

Net Income for the Period

0

0

0

2,310,526

0

2,310,526

5.07

Closing Balances

15,000,000

0

5,040,452

2,310,526

-549,095

21,801,883

 

Page 11 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 Parent Company’s Financial Statements / SStatement of Changes in Equity / 1/01/2018 to 9/30/2018

(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

1,327,481

0

1,327,481

5.05.01

Net Income for the Period

0

0

0

1,327,481

0

1,327,481

5.07

Closing Balances

10,000,000

0

7,997,571

1,327,481

-538,101

18,786,951

 

Page 12 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - 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 9/30/2019

1/01/2018 to 9/30/2018

7.01

Revenue

14,093,871

11,882,836

7.01.01

Goods, Products and Services Sold

12,099,335

9,862,258

7.01.02

Other Revenue

53,919

108,177

7.01.03

Revenue from Construction of Own Assets

1,991,515

2,038,406

7.01.04

Allowance for/Reversal of Doubtful Accounts

-50,898

-126,005

7.02

Inputs Acquired from Third Parties

-5,020,419

-4,162,975

7.02.01

Costs of Sales and Services

-4,081,924

-3,444,258

7.02.02

Materials, Electricity, Outside Services and Others

-908,126

-681,826

7.02.04

Other

-30,369

-36,891

7.03

Gross Value Added

9,073,452

7,719,861

7.04

Retentions

-1,299,363

-997,406

7.04.01

Depreciation, Amortization and Depletion

-1,299,363

-997,406

7.05

Net Value Added Produced

7,774,089

6,722,455

7.06

Wealth Received in Transfer

315,022

365,676

7.06.01

Equity Results

8,337

4,196

7.06.02

Financial Income

306,685

361,480

7.07

Total Value Added to Distribute

8,089,111

7,088,131

7.08

Value Added Distribution

8,089,111

7,088,131

7.08.01

Personnel

1,787,328

1,826,249

7.08.01.01

Salaries and Wages

1,259,040

1,339,636

7.08.01.02

Benefits

547,013

476,250

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

-18,725

10,363

7.08.02

Taxes and Contributions

2,445,453

1,835,740

7.08.02.01

Federal

2,293,608

1,691,116

7.08.02.02

State

103,259

108,688

7.08.02.03

Municipal

48,586

35,936

7.08.03

Value Distributed to Providers of Capital

1,545,804

2,098,661

7.08.03.01

Interest

1,504,404

2,036,509

7.08.03.02

Rental

41,400

62,152

7.08.04

Value Distributed to Shareholders

2,310,526

1,327,481

7.08.04.03

Retained Earnings / Accumulated Loss for the Period

2,310,526

1,327,481

 

Page 13 of 92


 

 

 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

 

1.    Highlights for the Quarter

 

In 3Q19, the Company recorded net income of R$ 1,208,9 million, versus net income of R$ 565.2 million in 3Q18, representing an increase of R$ 643.7 million, or 113.9%.

Adjusted EBITDA totaled R$ 3,009.3 million, 109.8% higher than the R$ 1,434.6 million recorded in 3T18 (increasing by R$ 1,574.7 million).

3Q19 result was impacted by several events during the period, mainly:

 

 

(a)   Start of Operation in the Municipality of Santo André

In July 2019, the Company entered into an agreement with the municipality of Santo André starting operations in August. The initial impact of this agreement resulted in R$ 1,275.5 million increase in revenues in 3Q19 and a reduction of R$ 41.7 million in expenses, as shown below:

 

 

Impacts of Santo André (R$ million)

Var.

 

3Q19

3Q18

R$

Revenue - Wholesale (1)

1,261.7

16.2

1,245.5

Revenue - Retail (2)

30.0

-

30.0

(=) Total da Revenue

1,291.7

16.2

1,275.5

Costs and expenses (3)

(9.8)

-

(9.8)

Allowance for doubtful accounts (4)

51.5

-

51.5

(=) Total Expenses

41.7

-

41.7

(=) Net effect, before income tax and social contribution

1,333.4

16.2

1,317.2

(1)      Non-recurring revenue in 3Q19 resulting from the agreement with the municipality.

(2)      Revenue in 3Q19 referring to the start of operations in the municipality on August 11, 2019.

(3)      Expenses with services and amortization in 3Q19 related to the start of operations in the municipality.

(4)      Reversal of non-recurring allowance for doubtful accounts resulting from the agreement with the municipality.

 

 

(b)   TAC - Retirees

On February 20, 2009, SABESP and the Public Prosecution Office of the State of São Paulo signed a Conduct Adjustment Term (TAC), in which the Company pledged to promote the gradual dismissal of retired employees. As a result of this TAC, the Company recorded a provision for the dismissal of these employees.

On October 11, 2019, the Public Prosecution Office closed the case regarding the TAC given its understanding that the legal requirements were achieved. Therefore, the Company reversed non-recurring provisions, in the amount of R$ 173.3 million in the Salaries and payroll charges and Pension plan obligations account.

 

 

(c)   Operations in the Municipality of Guarulhos

The operations in the municipality of Guarulhos impacted positively the results in 3Q19 with a recognition of R$ 115.6 million in operating revenues and R$ 37.4 million in costs and expenses, excluding revenue and construction costs. Net income before income tax and social contribution was R$ 78.2 million in the period.

Page 14 of 92


 
 

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Version : 1

 

Comments on the Company’s Performance

 

(d)   São Lourenço Production System

The São Lourenço Production System began its operations in 3Q18. The costs and expenses resulting from the startup of operations increased by R$ 34.4 million, in the 3Q19 comparing to 3Q18, referring only to the month of September 2018.

 

 

(e)   Signing of Program Contract with the Municipality of Guarujá

The Company was already providing sanitation services in the municipality of Guarujá under a lack of formal agreement. In order to properly adjust the contract with current legislation, the Company signed a program contract for the provision of water and sewage service for a 30-year term and, within this context, ended all pending court proceedings and recognized non-recurring expenses in the amount of R$ 46.4 million in 3Q19.

 

 

(f)    Signing of a new Health Plan with Fundação CESP - FUNCESP

The health plan that was administered by SABESPREV was recording deficits and demanding sporadic contributions from SABESP in order to maintain the financial solvency margins required by the National Agency for Supplementary Health (Agência Nacional de Saúde Suplementar - ANS).

In August 2019, the new health plan administered by Fundação CESP became effective, replacing the previous health plan. With the adherence to the new plan, there was no need for additional contributions and resulted in savings of R$ 39.1 million in healthcare expenses in 3Q19, when compared to 3Q18.

 

 

 

2.    Financial Highlights

R$ million

 

 

 

Var.

 

 

Var.

 

3Q19

3Q18

R$

%

9M19

9M18

R$

%

Gross operating revenue (1)

4,984.1

3,331.6

1,652.5

49.6

12,099.3

9,862.3

2,237.0

22.7

Construction revenue

699.5

724.1

(24.6)

(3.4)

1,991.5

2,038.4

(46.9)

(2.3)

COFINS and PASEP and TRCF taxes (2)

(273.0)

(244.9)

(28.1)

11.5

(803.8)

(718.0)

(85.8)

11.9

(=) Net operating revenue

5,410.6

3,810.8

1,599.8

42.0

13,287.0

11,182.7

2,104.3

18.8

Costs and expenses

(2,183.9)

(2,011.3)

(172.6)

8.6

(6,862.3)

(5,975.5)

(886.8)

14.8

Construction costs

(683.7)

(707.9)

24.2

(3.4)

(1,946.7)

(1,992.6)

45.9

(2.3)

Equity result

2.4

0.5

1.9

380.0

8.3

4.2

4.1

97.6

Other operating revenue (expenses), net

13.2

34.2

(21.0)

(61.4)

18.3

62.0

(43.7)

(70.5)

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

2,558.6

1,126.3

1,432.3

127.2

4,504.6

3,280.8

1,223.8

37.3

Financial result

(719.9)

(262.8)

(457.1)

173.9

(1,026.0)

(1,293.9)

267.9

(20.7)

(=) Earnings before income tax and social contribution

1,838.7

863.5

975.2

112.9

3,478.6

1,986.9

1,491.7

75.1

Income tax and social contribution

(629.8)

(298.3)

(331.5)

111.1

(1,168.1)

(659.4)

(508.7)

77.1

(=) Net income

1,208.9

565.2

643.7

113.9

2,310.5

1,327.5

983.0

74.0

Earnings per share (R$) *

1.77

0.83

 

 

3.38

1.94

 

 

 

(1)   Includes Regulation, Control and Inspection Fee (TRCF), totaling R$ 17.4 million in 3Q19 and R$ 15.8 million in 3Q18.

(2)   Includes TRCF transfer, totaling R$ 15.1 million in 3Q19 and R$ 13.5 million in 3Q18.

(*) Total shares = 683,509,869

Page 15 of 92


 
 

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Version : 1

 

Comments on the Company’s Performance

 

Adjusted EBITDA Reconciliation (Non-accounting measures)


 

R$ million

 

 

 

Var.

 

 

Var.

 

3Q19

3Q18

R$

%

9M19

9M18

R$

%

Net income

1,208.9

565.2

643.7

113.9

2,310.5

1,327.5

983.0

74.0

Income tax and social contribution

629.8

298.3

331.5

111.1

1,168.1

659.4

508.7

77.1

Financial result

719.9

262.8

457.1

173.9

1,026.0

1,293.9

(267.9)

(20.7)

Other operating revenue (expenses), net

(13.2)

(34.2)

21.0

(61.4)

(18.3)

(62.0)

43.7

(70.5)

(=) Adjusted EBIT *

2,545.4

1,092.1

1,453.3

133.1

4,486.3

3,218.8

1,267.5

39.4

Depreciation and amortization

463.9

342.5

121.4

35.4

1,299.3

997.4

301.9

30.3

(=) Adjusted EBITDA **

3,009.3

1,434.6

1,574.7

109.8

5,785.6

4,216.2

1,569.4

37.2

(%) Adjusted EBITDA margin

55.6

37.6

 

 

43.5

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 3Q19, net operating revenue, which considers construction revenue, totaled R$ 5,410.6 million, 42.0% up from 3Q18.

Costs and expenses, which consider construction costs, totaled R$ 2,867.6 million, 5.5% up from 3Q18.

Adjusted EBIT totaled R$ 2.545.4 million, increasing by 133.1% from the R$ 1,092.1 million recorded in 3Q18.

Adjusted EBITDA totaled R$ 3,009.3 million, increasing by 109.8% from the R$ 1,434.6 million recorded in 3Q18 (R$ 8,110.0 million in the last 12 months e and R$ 5,610.3 million in the 12-months comparative period of 2018).

The adjusted EBITDA margin reached 55.6% in 3Q19, versus 37.6% in 3Q18 (44.6% in the last 12 months and R$ 36.9% in the 12-months comparative period of 2018).

Excluding the effects of revenue and construction costs, adjusted EBITDA margin reached 63.5% in 3Q19, compared to 46.0% in 3Q18 (52.2% in the last 12 months and 45.3% in the 12-months comparative period of 2018).

Net income totaled R$ 1,208.9 million in 3Q19 versus a net income of R$ 565.2 million in 3Q18.

 

 

3.    Gross operating revenue

Gross operating revenue related to sanitation services, in the amount of R$ 4,984.1 million, which does not consider construction revenue, increased by R$ 1,652.5 million, or 49.6%, from the amount of R$ 3,331.6 million in 3Q18.

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 4.9% impact on operating revenue;

·        2.8% increase in total billed volume, of which 2.4% came from water services and 3.4% came from sewage services, excluding the volumes of Guarulhos and Santo André;

·        Beginning of  operations in the municipality of  Guarulhos in January 2019,  generating an increase of    R$ 115.6 million in operating revenue; and

·        Agreement signed with the municipality of Santo André in July 2019, generating an increase of R$  1,275.5 million in operating revenue.

Page 16 of 92


 
 

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Version : 1

 

Comments on the Company’s Performance

 

4.   Construction revenue

Construction revenue fell by R$ 24.6 million, or 3.4% against the same period in 2018. The variation was mainly due to higher asset investments in 3Q18, mainly in São Lourenço Production System.

Page 17 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

5.   Billed volume

The tables below show water and sewage billed volumes, quarter-over-quarter and YTD, according to the consumer category and region. The volumes from the municipalities of Guarulhos and Santo André are highlighted separately.

 

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

 

Water

Sewage

Water + Sewage

Category

3Q19

3Q18

Var. %

3Q19

3Q18

Var. %

3Q19

3Q18

Var. %

Residential

404.5

394.6

2.5

349.0

338.4

3.1

753.5

733.0

2.8

Commercial

42.0

41.0

2.4

41.1

40.0

2.8

83.1

81.0

2.6

Industrial

7.8

7.7

1.3

9.6

9.2

4.3

17.4

16.9

3.0

Public

10.4

10.1

3.0

9.5

9.1

4.4

19.9

19.2

3.6

Total retail

464.7

453.4

2.5

409.2

396.7

3.2

873.9

850.1

2.8

Wholesale (3)

20.9

20.8

0.5

4.3

3.3

30.3

25.2

24.1

4.6

Subtotal

485.6

474.2

2.4

413.5

400.0

3.4

899.1

874.2

2.8

Guarulhos (4)

18.7

28.0

(33.2)

16.0

-

-

34.7

28.0

23.9

Santo André (4)

18.1

17.7

2.3

7.1

3.8

86.8

25.2

21.5

17.2

Total

522.4

519.9

0.5

436.6

403.8

8.1

959.0

923.7

3.8

 

Water

Sewage

Water + Sewage

Category

9M19

9M18

Var. %

9M19

9M18

Var. %

9M19

9M18

Var. %

Residential

1,226.7

1,199.5

2.3

1,054.7

1,025.7

2.8

2,281.4

2,225.2

2.5

Commercial

126.7

124.8

1.5

123.6

120.5

2.6

250.3

245.3

2.0

Industrial

23.4

23.3

0.4

28.8

28.2

2.1

52.2

51.5

1.4

Public

31.3

30.3

3.3

28.5

27.2

4.8

59.8

57.5

4.0

Total retail

1,408.1

1,377.9

2.2

1,235.6

1,201.6

2.8

2,643.7

2,579.5

2.5

Wholesale (3)

61.9

60.7

2.0

12.5

9.9

26.3

74.4

70.6

5.4

Subtotal

1,470.0

1,438.6

2.2

1,248.1

1,211.5

3.0

2,718.1

2,650.1

2.6

Guarulhos (4)

53.2

82.3

(35.4)

45.9

-

-

99.1

82.3

20.4

Santo André (4)

53.9

53.0

1.7

15.8

13.4

17.9

69.7

66.4

5.0

Total

1,577.1

1,573.9

0.2

1,309.8

1,224.9

6.9

2,886.9

2,798.8

3.1

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

 

Water

Sewage

Water + Sewage

Region

3Q19

3Q18

Var. %

3Q19

3Q18

Var. %

3Q19

3Q18

Var. %

Metropolitan

302.1

295.2

2.3

266.0

258.6

2.9

568.1

552.7

2.8

Regional (2)

162.6

158.2

2.8

143.2

138.1

3.7

305.8

296.1

3.3

Total retail

464.7

453.4

2.5

409.2

396.7

3.2

873.9

850.1

2.8

Wholesale (3)

20.9

20.8

0.5

4.3

3.3

30.3

25.2

24.1

4.6

Subtotal

485.6

474.2

2.4

413.5

400.0

3.4

899.1

874.2

2.8

Guarulhos (4)

18.7

28.0

(33.2)

16.0

-

-

34.7

28.0

23.9

Santo André (4)

18.1

17.7

2.3

7.1

3.8

86.8

25.2

21.5

17.2

Total

522.4

519.9

0.5

436.6

403.8

8.1

959.0

923.7

3.8

 

Water

Sewage

Water + Sewage

Region

9M19

9M18

Var. %

9M19

9M18

Var. %

9M19

9M18

Var. %

Metropolitan

911.8

893.3

2.1

800.5

780.2

2.6

1,712.3

1,673.5

2.3

Regional (2)

496.3

484.6

2.4

435.1

421.4

3.3

931.4

906.0

2.8

Total retail

1,408.1

1,377.9

2.2

1,235.6

1,201.6

2.8

2,643.7

2,579.5

2.5

Wholesale (3)

61.9

60.7

2.0

12.5

9.9

26.3

74.4

70.6

5.4

Subtotal

1,470.0

1,438.6

2.2

1,248.1

1,211.5

3.0

2,718.1

2,650.1

2.6

Guarulhos (4)

53.2

82.3

(35.4)

45.9

-

-

99.1

82.3

20.4

Santo André (4)

53.9

53.0

1.7

15.8

13.4

17.9

69.7

66.4

5.0

Total

1,577.1

1,573.9

0.2

1,309.8

1,224.9

6.9

2,886.9

2,798.8

3.1

 

(1)  Unaudited

(2)   Including costal and interior regions

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

(4)  Billed volume in the retail segment in 3Q19 and in the wholesale segment in 3Q18

Page 18 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

6.   Costs, administrative & selling expenses and construction costs

Costs, administrative & selling expenses and construction costs increased by R$ 148.4 million in 3Q19 (5.5%). Excluding construction costs, the increase was R$ 172.6 million (8.6%).

Costs, administrative & selling expenses and construction costs as a percentage of net revenue was 53.0% in 3Q19, versus 71.4% in 3Q18. Excluding extraordinary revenues from Santo André, the percentage of net revenue would have been 69.6% in 3Q19.

 

R$ million

 

 

 

Var.

 

 

Var.

 

3Q19

3Q18

R$

%

9M19

9M18

R$

%

Salaries and payroll charges and pension plan obligations

517.0

692.2

(175.2)

(25.3)

1,969.6

2,002.3

(32.7)

(1.6)

General supplies

67.3

61.0

6.3

10.3

196.1

169.9

26.2

15.4

Treatment materials

67.4

58.1

9.3

16.0

229.8

195.5

34.3

17.5

Services

449.9

366.5

83.4

22.8

1,326.5

1,063.2

263.3

24.8

Electricity

282.5

241.5

41.0

17.0

845.0

692.1

152.9

22.1

General expenses

358.6

216.7

141.9

65.5

889.5

685.0

204.5

29.9

Tax expenses

14.9

13.5

1.4

10.4

55.6

44.1

11.5

26.1

Sub-total

1,757.6

1,649.5

108.1

6.6

5,512.1

4,852.1

660.0

13.6

Depreciation and amortization

463.9

342.5

121.4

35.4

1,299.3

997.4

301.9

30.3

Allowance for doubtful accounts

(37.6)

19.3

(56.9)

(294.8)

50.9

126.0

(75.1)

(59.6)

Sub-total

426.3

361.8

64.5

17.8

1,350.2

1,123.4

226.8

20.2

Costs, administrative and selling expenses

2,183.9

2,011.3

172.6

8.6

6,862.3

5,975.5

886.8

14.8

Construction costs

683.7

707.9

(24.2)

(3.4)

1,946.7

1,992.6

(45.9)

(2.3)

Costs, adm. & selling expenses and construction costs

2,867.6

2,719.2

148.4

5.5

8,809.0

7,968.1

840.9

10.6

% of net revenue

53.0

71.4

 

 

66.3

71.3

 

 

 

Salaries and payroll charges and Pension plan obligations

 

In 3Q19, there was a decrease of R$ 175.2 million, mainly due to:

 

·     Reversal of R$ 173.3 million in the provisions of the TAC - Retirees, non-recurring, referring to employees who retired after the signing of the commitment with the Public Prosecution Office of São Paulo due to full complied with the legal requirements by SABESP recognized by the Public Prosecutor; and

·     Reduction of R$ 39.1 million in healthcare expenses.

 

The reductions listed above were partially offset by:

 

 

·     Increase of R$ 12.0 million, mainly due to 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, which impacts was mitigated by the reduction of 152 employees since September 2018 (net of hiring and dismissals); and

·     Increase of R$ 11.0 million in overtime expenses.

 

 

Treatment materials

 

Increase of R$ 9.3 million, or 16.0%, mainly due to the increase in use of oxidizers and coagulants in the water treatment, especially in the ABV Water Treatment Station.

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Comments on the Company’s Performance

 

Services

 

Expenses with services totaled R$ 449.9 million increased by R$ 83.4 million, or 22.8% from the R$ 366.5 million recorded in 3Q18. The main factors for the increase were:

 

·     Meter reading and bill delivery expenses, in the amount of R$ 15.2 million;

·     Maintenance services in water and sewage networks and connections, in the amount of R$ 10.2 million, with R$ 4.1 million in the municipality of Guarulhos;

·     Consulting fees for improvements in IT systems, in the amount of R$ 9.6 million;

·     Paving and replacing of sidewalks, in the amount of R$ 9.5 million;

·     Treatment services for waste disposal, in the amount of R$ 7.2 million;

·     Services related to the beginning of operations in the municipality of Santo André, in August 2019, in the amount of R$ 6.7 million; and

·     Customer service expenses, in the amount of R$ 6.3 million.

 

Electricity

 

Electricity expenses totaled R$ 282.5 million in 3Q19, up by R$ 41.0 million, or 17.0% from the expenses of R$ 241.5 million recorded in 3Q18. Of total electricity expenses, ACL accounted for 37.7% (includes TUSD) and ACR for 62.3%.

These variations were mainly due to:

 

 

·     Average decrease of 4.8% in energy prices of Free Market tariffs (Ambiente de Contratação Livre – ACL), with a 9,9% increase in consumption;

·     Average increase of 33.8% in Grid Market tariffs (Uso do Sistema de Distribuição – TUSD), with a 6.1% increase in consumption; and

·     Average increase of 8.6% in the Regulated Market tariffs (Ambiente de Contratação Regulada – ACR), with a 3.2% increase in consumption.

The increase in consumption in 3Q19 was largely driven by the start of operations at the Jaguari-Atibainha Interconnection, in Guarulhos and in the São Lourenço Production System.

 

 

General expenses

 

Increase of R$ 141.9 million, or 65.5%, totaling R$ 358.6 million in 3Q19, versus the R$ 216.7 million recorded in 3Q18, mainly due to:

 

 

·     Higher provisioning for lawsuits in 3Q19, in the amount of R$ 81.8 million; and

·     Expenses related to the conclusion of lawsuits, due to the agreement signed with the municipality of Guarujá, in the amount of R$ 46.4 million.

 

 

Depreciation and amortization

 

Depreciation and amortization expenses increased by R$ 121.4 million, or 35.4%, mainly due to the start-up of intangible assets, in the amount of R$ 4.0 billion.

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Comments on the Company’s Performance

 

Allowance for doubtful accounts

 

Decrease of R$ 56.9 million, due to the reversal in estimated losses in the municipality of Santo André, in the amount of R$ 51.5 million due to the agreement signed.

 

 

 

7.  Other operating revenue (expenses), net

 

 

Other net operating revenue and expenses had a negative variation of R$ 21.0 million, due to the higher receival of resources from the River Basin Depollution Program in 3Q18, in the amount of R$ 17.2 million.

 

 

 

 

8. Financial result

 

 

 

 

 

R$ million

 

 

 

Var.

 

3Q19

3Q18

R$

%

Financial expenses, net of income

(185.6)

(95.1)

(90.5)

95.2

Net monetary and exchange variation

(534.3)

(167.7)

(366.6)

218.6

Financial result

(719.9)

(262.8)

(457.1)

173.9

 

Financial expenses, net of income

 

 

 

 

 

 

 

 

R$ million

 

Var.

3Q19               3Q18

R$                 %

Financial expenses

 

Interest and charges on domestic loans and financing

(89.9)

(84.2)

(5.7)

6.8

Interest and charges on international loans and financing

(44.0)

(45.7)

1.7

(3.7)

Other financial expenses

(125.0)

(46.3)

(78.7)

170.0

Total financial expenses

(258.9)

(176.2)

(82.7)

46.9

Financial income

73.3

81.1

(7.8)

(9.6)

 

Financial expenses, net of income

 

(185.6)

 

(95.1)

 

(90.5)

 

95.2

 

 

Increase of R$ 90.5 million, mainly due to the addition of R$ 78.7 million in other financial expenses arising from the increase in recognition of interest over: (i) lawsuits, in the amount of R$ 54.9 million; and (ii) the São Lourenço Production System, in the amount of R$ 17.5 million.

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Comments on the Company’s Performance

 

Monetary and exchange variation, net

 

R$ million

 

Var.

3Q19               3Q18

R$                 %

Monetary and exchange rate variation on liabilities

 

Monetary variation on loans and financing

(4.3)

(21.3)

17.0

(79.8)

Currency exchange variation on loans and financing

(522.1)

(190.8)

(331.3)

173.6

Other monetary variations

(29.3)

2.3

(31.6)

(1.373.9)

Total monetary and exchange rate variation on liabilities

(555.7)

(209.8)

(345.9)

164.9

Monetary/exchange rate variation on assets

21.4

42.1

(20.7)

(49.2)

 

Monetary/exchange rate variation, net

 

(534.3)

 

(167.7)

 

(366.6)

 

218.6

 

 

The effect of net monetary and exchange variation in 3Q19 totaled R$ 366.6 million, higher than recorded in 3Q18, highlighting:

 

·     Increase of R$ 331.3 million in exchange variations on loans and financing, as a result of  the appreciation of the US Dollar and Japanese Yen against the Brazilian Real in 3Q19 (8.7% and 8.4%, respectively), when compared to the amounts recorded in 3Q18 (3.8% and 1.3%, respectively); and

·     Increase of R$ 31.6 million in other monetary variations, as a result of: (i) monetary variations on the liabilities of the São Lourenço Production System, in the amount of R$ 17.6 million; and (ii) higher monetary variations on lawsuits, in the amount of R$ 10.0 million.

 

 

 

9.   Income tax and social contribution

Increase of R$ 331.5 million, due to higher taxable income in 3Q19, mainly impacted by the increase in operating revenue resulting from the agreement with the municipality of Santo André, the reversal of provisions for the TAC – Retirees, offset by and the increase in expenses for exchange variations.

 

 

10.   Indicators

 

Operating

 

The significant increase in the number of water and sewage connections and the population served is due to the entry of the municipalities of Guarulhos and Santo André. If we exclude these two municipalities, the number of water connections would have been 9.2 million and the number of sewage connections would have been 7.7 million. The population served with water supply and sewage collection would be 25.1 million and 21.9 million, respectively.

 

With regard to water loss indicators, the Micromeasured Water Loss Index (IPM ) of 29.4% in 3Q19, 19.6% (or 66% of the total) is related to Real Losses (Physical) and 9.8% (or 34% of the total) to Apparent Losses (non- Physical). On the other hand, the Water Loss per Connection Index (IPDt) of the total of 288 liters/connection x day, 192 represents the Real Loss (Physical) and 96 represents Apparent Losses (non-Physical). It should be noted that the Apparent Loss, in both indicators, represents water consumed but not measured by the Company.

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Comments on the Company’s Performance

 

Operating indicators (*)

3TQ9

3Q18

%

Water connections (1)

9,881

9,010

9.7

Sewage connections (1)

8,277

7,449

11.1

Population directly served - water (2)

27.0

25.0

8.0

Population directly served - sewage (2)

23.7

21.7

9.2

Number of employees

14,018

14,170

(1.1)

Water volume produced in the quarter (3)

710

693

2.5

 Water volume produced in 9M (3)

2,140

2,087

2.6

IPM – Micromeasured water loss (%) (4)

29.4

30.0

(2.0)

IPDt (liters/connection x day) (4)

288.0

292.0

(1.4)

 

 

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

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

(3)                In millions of cubic meters.

(4)                Does not include Guarulhos and Santo Andre.

(*)           Unaudited

 

 

 

Economic

 

 

Economic Variables at the close of the Period (*)

3Q19

3Q18

 

 

 

Amplified Consumer Price Index (1)

0.26

0.72

National Consumer Price Index (1)

0.17

0.55

Consumer Price Index (1)

0.47

1.03

Referential Rate (1)

0.0000

0.0000

Interbank Deposit Certificate (2)

5.40

6.39

US DOLLAR (3)

4.1644

4.0039

YEN (3)

0.03852

0.03528

 

(1)                Accrued in the quarter (%)

(2)                Annual average (9 months)

(3)                Ptax sale rate on the last day of the quarter

(*)           Unaudited

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Comments on the Company’s Performance

 

11.   Loans and financing

 

In 3Q19, 49.2% of the Company's total debt is exposed to the exchange rate variation of the Brazilian Real against the US dollar and Japanese Yen, due to outstanding loans with multilateral banks (IDB and IBRD) and official banks (JICA) that offer debt instruments with longer terms and lower costs, in addition to other funding instruments used in the capital and credit markets.

 

Considering the current international and national macroeconomic conditions and their impact on interest and exchange rates and, in particular, the significant reduction in the differential between internal and external interest rates, the company should, whenever possible, contemplate actions to capture opportunities that will result in a decrease in its foreign exchange exposure.

 

In the case of debts with multilateral and official banks, some of our current contracts already have currency exchange clauses and some may be amended to include this option. In these cases, there will be no need for the use of market currency hedging instruments for the execution of any debt currency exchange.

 

For other debts of the Company in foreign markets, whether of private credit or public financing that do not have currency exchange clauses, the Company may resort to market currency hedging instruments to reduce its currency exposure.

 

The Company will continue to prioritize access to increasingly diversified credit sources, both internal and external, to support its investments, its cash and refinancing needs and, in this sense, will always evaluate the opportunity to carry out currency hedging operations based on conditions and costs offered by the market.

 

 

 

DEBT PROFILE

 

 

2019

 

2020

 

2021

 

2022

 

2023

 

2024

2025 onwards

 

TOTAL

 

% of total

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

Brazilian Federal Savings Bank

19,951

82,109

86,456

91,140

83,868

82,499

956,775

1,402,798

10.26

Debentures

60,583

599,549

483,466

562,530

365,539

699,470

920,604

3,691,741

27.01

BNDES

34,164

118,349

117,896

117,896

112,194

106,713

491,766

1,098,978

8.04

Leasing

108,290

27,241

29,093

31,063

34,388

36,765

299,947

566,787

4.15

Leasing (IFRS 16)

12,580

47,729

21,922

648

59

82,938

0.61

Others

346

1,526

1,627

1,627

1,607

1,384

1,268

9,385

0.07

Interest and other charges

51,164

34,227

 

 

 

 

 

85,391

0.62

Total Local Currency

287,078

910,730

740,460

804,904

597,655

926,831

2,670,360

6,938,018

50.76

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

IADB

175,691

175,691

175,691

175,691

175,691

1,489,304

2,367,759

17.32

IBRD

25,318

25,318

25,318

25,318

25,318

240,627

367,217

2.69

Deutsche Bank 350

156,043

 

156,043

1.14

Eurobonds

1,456,510

 

1,456,510

10.66

JICA

6,451

165,648

167,140

159,282

159,282

159,282

1,347,973

2,165,058

15.84

BID 1983AB

73,281

32,034

32,034

30,695

168,044

1.23

Interest and other charges

38,887

9,447

 

 

 

 

 

48,334

0.35

Total in Foreign Currency

201,381

1,905,895

400,183

392,325

390,986

360,291

3,077,904

6,728,965

49.24

Total

488,459

2,816,625

1,140,643

1,197,229

988,641

1,287,122

5,748,264

13,666,983

100.00

 

 

12.   Capex

In 3Q19, the Company invested R$ 2.2 billion, totaling R$ 3.7 billion year to date, of this total, R$ 1.9 billion refers to investments that did not affect cash. The significant increase in the quarter is due to the start of operations in the municipality of Santo André since it was constituted an intangible by the right to directly provide water supply and sewage services in the municipality.

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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 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 September 30, 2019, the Company operated water and sewage services in 372 municipalities of the State of São Paulo. Most of these municipalities’ operations are based on 30-year concession, program and services contracts; of the 372 municipalities served, 319 have already signed contracts until September 30, 2019.

 

As of September 30, 2019, 25 concession agreements had expired and are being negotiated. From October 1, 2019 to 2030, 28 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:

 

 

September 30,

2019

December 31,

2018

September 30,

2018

 

 

 

 

Total municipalities that have already signed contracts

319

307

298

 

 

 

 

Municipalities with contracts under negotiation (expired):

 

25

 

35

 

42

Balance – intangible and contract assets

R$ 1,627,293

R$ 4,485,203

R$ 4,827,224

   Percentage of intangible and contract assets

4.16%

12.32%

13.90%

   Gross revenue

R$ 434,415

R$ 1,035,906

R$ 918,677

   Percentage of gross revenue

3.08%

6.07%

7.72%

 

 

 

 

Municipalities with concession agreements due by 2030:

 

28

 

31

 

31

Balance – intangible and contract assets

R$ 1,229,772

R$ 1,917,142

R$ 1,935,382

   Percentage of intangible and contract assets

3.15%

5.26%

5.57%

   Gross revenue

R$ 505,974

R$ 1,076,255

R$ 787,275

   Percentage of gross revenue

3.59%

6.31%

6.62%

 

 

 

 

Municipality of São Paulo:

 

 

 

   Percentage of intangible and contract assets

43.68%

46.97%

48.24%

   Percentage of gross revenue

43.56%

51.52%

54.86%

 

 

 

 

Page 25 of 92


 
 

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Notes to the Interim Financial Information

 

 

 

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.

 

As of September 30, 2019, three municipalities were operated by public deed. The gross revenue of the three municipalities still operated by public deed in the nine-month period ended September 30, 2019 totaled
R
$ 66,128 (R$ 59,714 in the nine-month period ended September 30, 2018) and the intangible asset and contract asset for those municipalities as of September 30, 2019 totaled R$ 350,234 (R$ 289,922 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 the scheduled investments.

 

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

 

 

2                Basis of preparation and presentation of the interim financial information

 

Presentation of the interim financial information

 

The interim financial information as of September 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). Accordingly, 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 September 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):

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Notes to the Interim Financial Information

 

 

 

 

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.

 

 

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 September 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).

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Notes to the Interim Financial Information

 

 

 

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.

 

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 mainly impacts related to vehicles and properties leased from third parties, corresponding to nearly 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 statutory 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 statutory rate per maturity term of each borrowing contract.

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Notes to the Interim Financial Information

 

 

 

The Company decided to use the practical expedient of using an average statutory 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 the Company’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

 

 

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 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.

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Notes to the Interim Financial Information

 

 

(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$ 6,750,493 as of September 30, 2019 (R$ 6,694,912 as of December 31, 2018). The exposure to exchange risk is as follows
:

 

 

September 30, 2019

December 31, 2018

 

Foreign currency

R$

Foreign currency

R$

Borrowings and financing – US$

1,088,756

4,534,015

1,191,152

4,615,476

Borrowings and financing – Yen

56,286,194

2,168,144

57,463,173

2,026,726

Interest and charges from borrowings and financing – US$

 

43,952

 

40,193

Interest and charges from borrowings and financing – Yen

 

4,382

 

12,517

Total exposure

 

6,750,493

 

6,694,912

Borrowing cost – US$

 

(18,442)

 

(22,390)

Borrowing cost – Yen

 

(3,086)

 

(3,113)

Total foreign-denominated borrowings (Note 16)

 

6,728,965

 

6,669,409

 

The Brazilian real decreased 7.5% against the US dollar, from R$ 3.8748 as of December 31, 2018 to R$ 4.1644 as of September 30, 2019, increasing the US dollar-pegged debt by R$ 323,979. In the same period, the Brazilian real decreased 9.2% against the Yen, from R$ 0.03527 as of December 31, 2018 to R$ 0.03852 as of September 30, 2019, increasing the Yen-pegged debt by R$ 184,662. On the other hand, foreign currency-denominated debt decreased mainly due to the amortizations in the period, totaling  R$ 554,050 (US$ 102,395 thousand and ¥ 4,170,853 thousand), which was offset by borrowings, in the amount of R$ 105,371.

As of September 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 nine-month period ended September 30, 2019 would have been R$ 675,049 (R$ 696,150 for the nine-month period ended September 30, 2018), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated loans.

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Notes to the Interim Financial Information

 

 

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 September 30, 2019 (Liabilities) in US$

1,088,756

 

1,088,756

 

1,088,756

 

US$ rate as of September 30, 2019

 

4.1644

 

 

4.1644

 

 

4.1644

Exchange rate estimated according to the scenario

3.9100

 

4.8875

 

5.8650

Differences between the rates

0.2544

 

(0.7231)

 

(1.7006)

 

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

 

276,980

 

 

(787,279)

 

 

(1,851,538)

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

 

56,286,194

 

 

56,286,194

 

 

56,286,194

 

Yen rate as of September 30, 2019

 

0.03852

 

 

0.03852

 

 

0.03852

Exchange rate estimated according to the scenario

0.03918

 

0.04897

 

0.05877

Differences between the rates

(0.00066)

 

(0.01045)

 

(0.02025)

 

Effect on net financial result R$ - (loss)

 

(37,149)

 

 

(588,191)

 

 

(1,139,795)

 

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

 

 

239,831

 

 

 

(1,375,470)

 

 

 

(2,991,333)

 

 

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

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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 borrowings and financing subject to variable interest rate:

 

 

September 30, 2019

December 31, 2018

CDI (i)

1,866,755

1,250,000

TR (ii)

1,664,186

1,637,290

IPCA (iii)

1,388,140

1,614,595

TJLP (iv)

1,300,309

1,322,854

LIBOR (v)

3,076,477

3,259,295

Interest and other charges

98,383

134,725

Total

9,394,250

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 September 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 nine-month period ended September 30, 2019 would have been R$ 93,943 (R$ 97,699 for the nine-month period ended September 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 September 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.

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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:

 

 

September 30, 2019

December 31, 2018

Cash at bank and short-term bank deposits

 

 

AA(bra)

2,565,658

2,966,080

AAA(bra)

47,114

45,430

Other (*)

20,634

17,681

Total

2,633,406

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 September 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 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 date of September 30, 2019.

 

 

 

 

 

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Notes to the Interim Financial Information

 

 

 

 

October to December 2019

2020

2021

2022

2023

2024 onwards

Total

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Borrowings and financing

508,060

3,350,389

1,523,426

1,535,383

1,255,907

8,153,527

16,326,692

Accounts payable to suppliers and contractors

325,896

-

-

-

-

-

325,896

Services payable

480,730

-

-

-

-

-

480,730

Public-Private Partnership (PPP)

95,349

381,393

381,393

381,393

381,393

4,953,584

6,574,505

Program contract commitments

173,088

119,921

46,558

31,808

31,808

14,728

417,911

 

 

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 September 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

 

 

 

September 30, 2019

Indicators

Exposure

Scenario I

(Probable) (i)

Scenario II

 25%

Scenario III

50%

 

 

 

 

 

Assets

 

 

 

 

CDI

2,500,660

5.0000%(*)

3.7500%

2.5000%

Financial income

 

125,033

93,775

62,517

 

 

 

 

 

Liabilities

 

 

 

 

CDI

(1,866,755)

5.0000%(*)

3.7500%

2.5000%

Interest to be incurred

 

(93,338)

(70,003)

(46,669)

 

 

 

 

 

CDI net exposure

633,905

31,695

23,772

15,848

 

 

 

 

 

Liabilities

 

 

 

 

TR

(1,664,186)

0.0001%(***)

0.0001%

0.0002%

Expenses to be incurred

 

(2)

(2)

(3)

 

 

 

 

 

IPCA

(1,388,140)

3.7900%(*)

4.7375%

5.6850%

Expenses to be incurred

 

(52,611)

(65,763)

(78,916)

 

 

 

 

 

TJLP

(1,300,309)

5.9500%(*)

7.4375%

8.9250%

Interest to be incurred

 

(77,368)

(96,710)

(116,053)

 

 

 

 

 

LIBOR

(3,076,477)

1.8417%(**)

2.3022%

2.7626%

Interest to be incurred

 

(56,659)

(70,827)

(84,991)

 

 

 

 

 

Total net expenses to be incurred

 

(154,945)

(209,530)

(264,115)

 

 

 

 

 

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

 

 

September 30, 2019

December 31, 2018

 

 

 

Total borrowings and financing (Note 16)

13,666,983

13,152,796

(-) Cash and cash equivalents (Note 6)

(2,633,406)

(3,029,191)

 

 

 

Net debt

11,033,577

10,123,605

Total equity

21,801,883

19,551,688

 

 

 

Total capital  (shareholders plus creditor’s equity)

32,835,460

29,675,293

 

 

 

Leverage ratio

34%

34%

 

 

As of September 30, 2019, the leverage ratio remained flat from December 31, 2018; however, equity increased due to the profit calculated in the nine-month period ended September  30,  2019,  which was offset by the increase of net debt, generated by the increase of borrowings and financing balance due to new debenture funding and the impact of foreign exchange changes.

 

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 September 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.

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Notes to the Interim Financial Information

 

 

 

The estimated fair values of financial instruments are as follows:

 

Financial assets

 

 

September 30, 2019

December 31, 2018

 

Carrying amount

Fair value

Carrying amount

Fair value

    Cash and cash equivalents

2,633,406

2,633,406

3,029,191

3,029,191

    Restricted cash

22,477

22,477

31,900

31,900

    Trade receivables

2,227,326

2,227,326

2,052,416

2,052,416

    Water National Agency (ANA)

37,317

37,317

49,136

49,136

    Other receivables

186,551

186,551

180,681

180,681

 

 

The carrying amount of the related parties, totaling R$ 821,124 as of September 30, 2019 (R$ 843,250 as of December 31, 2018), which were calculated in accordance with the conditions negotiated between the 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$ 719,391 (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 of National Treasury Notes (NTN-b) with a term similar to the terms of related-party transactions.

 

Financial liabilities

 

 

September 30, 2019

December 31, 2018

 

Carrying amount

Fair value

Carrying amount

Fair value

    Borrowings and financing

13,666,983

14,217,343

13,152,796

13,116,684

    Accounts payable to suppliers and contractors

325,896

325,896

465,993

465,993

    Services payable

480,730

480,730

454,022

454,022

    Program contract commitments

389,175

389,175

373,009

373,009

    Public-Private Partnership (PPP)

3,320,229

3,320,229

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 September 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

 

 

September 30, 2019

December 31, 2018

 

 

 

Cash and banks

132,746

151,558

Cash equivalents

2,500,660

2,877,633

Total

2,633,406

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 September 30, 2019, the average yield of financial investments corresponds to 98.91% of CDI (98.28% as of December 31, 2o18).

 

 

7            Restricted cash

 

 

September 30, 2019

December 31, 2018

Current

 

 

Agreement with the São Paulo municipal government (i)

14,468

19,977

Brazilian Federal Savings Bank – escrow deposits (ii)

1,366

5,880

Other

6,643

6,043

Total

22,477

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

 

 

September 30, 2019

December 31, 2018

Private sector:

 

 

General and special customers (i) (ii)

1,482,914

1,372,667

Agreements (iii)

377,124

347,679

 

 

 

 

1,860,038

1,720,346

Government entities:

 

 

Municipal

475,160

575,733

Federal

3,939

3,876

Agreements (iii)

277,954

274,906

 

 

 

 

757,053

854,515

Wholesale customers – Municipal governments: (iv)

 

 

Mogi das Cruzes

3,339

3,056

São Caetano do Sul

3,390

2,869

 

 

 

Total wholesale customers – Municipal governments

6,729

5,925

 

 

 

Unbilled supply

632,760

571,072

 

 

 

Subtotal

3,256,580

3,151,858

Allowance for doubtful accounts

(1,029,254)

(1,099,442)

 

 

 

Total

2,227,326

2,052,416

 

 

 

Current

2,008,771

1,843,333

Noncurrent

218,555

209,083

 

 

 

Total

2,227,326

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. 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 municipality of Mauá in the amount of
R$ 57,089 from January to September 2019, and R$ 287,251 from the municipalities of Santo André, Mauá and Guarulhos from January to September 2018.

 

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

 

 

September 30

 

December 31

2019

 

2018

Wholesale customers – Municipal governments:

 

 

 

Mauá

657,428

 

601,910

Santo André (*)

-

 

1,164,399

Total

657,428

 

1,766,309

 

 

 

 

 

(*) Agreement with the municipality of Santo André

 

On July 31, 2019, the Company entered into a debt payment and receipt Agreement with the Municipality of Santo André (“Santo André”) and the Santo André Municipal Water and Sanitation Service (SEMASA),  aiming to settle SEMASA’s existing debt upon the transfer of sanitation services to SABESP for 40 years.

 

On the same date, the São Paulo State, the Municipality of Santo André and SABESP signed the Public Service Provision Agreement of Water Supply and Sewage Services in the Municipality of Santo André, through which the São Paulo State and the Municipality of Santo André granted SABESP the right to provide services for a period of 40 years.

 

Due to the signature of the service agreement, the amount due by SEMASA, of
R$
1,336,908, was given as payment for the transfer of sanitation services for a 40-year period,  incorporated  into intangible asset.

 

Due to the service transfer, the Company paid R$ 70,000 to settle administrative costs and terminate the services provided by SAAE. Additionally, R$ 90,000 will be transferred in two annual installments, the first of which due 30 days after the signature of the agreement, and the second by February 28, 2020; these amounts shall be allocated to sanitation initiatives. The total amount of  R$ 160,000 was recorded in intangible assets against current liabilities.

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Notes to the Interim Financial Information

 

 

From the first quarter of 2021,  four percent (4%)  of gross revenue received in the municipality by SABESP,  net of Cofins/Pasep,  ARSESP’s Regulation,  Control and Oversight Fee (TRCF) and other business charges  levied on revenue, will be allocated to environmental sanitation, housing, drainage and other urban infrastructure services in the Municipality.

 

Credits in court, in the form of registered warrants, will be held as collateral of compliance with the Adjustment Instrument. The payment of the registered warrants will be suspended during the period in which the Agreement remains in effect.

 

The collateral amount will be progressively reduced according to the following rules:

 

·        Until the seventh (7th) anniversary of the signature date of the Agreement, Credits 1 and 2 will be reduced by an amount equivalent to one eighty-fourth (1/84) per full month, releasing the collateralized amount related to Credit 1 followed by the amount related to Credit 2;

 

·        After the seventh (7th) anniversary and up to the twelfth (12th) anniversary of the Agreement’s signature date, Credits 3 and 4 will be reduced by an amount equivalent to one-sixtieth (1/60) per full month, releasing the collateralized amount related to Credit 3 followed by the amount related to Credit 4;

 

·        After the twelfth (12th) anniversary and up to the twenty-seventh (27th) anniversary of the Agreement’s signature date, Credit 5 will be reduced by an amount equivalent to one-one hundred and eightieth (1/180) per full month;

 

·        After the twenty-seventh (27th) anniversary and up to the thirty-fifth (35th) anniversary of the Agreement’s signature date, Credits 6 and 7 will be reduced by an amount equivalent to one ninety-sixth (1/96) per full month, releasing the collateralized amount related to Credit 6 followed by the amount related to Credit 7;

 

·        After the thirty-fifth (35th) anniversary and up to the fortieth (40th) anniversary of the Agreement’s signature date, Credits 8 and 9 will be reduced by an amount equivalent to one-sixtieth (1/60) per full month, releasing the collateralized amount related to Credit 8 followed by the amount related to Credit 9.

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Notes to the Interim Financial Information

 

 

 

(b)        The aging of trade receivables is as follows

 

 

September 30, 2019

December 31, 2018

 

 

 

Current

1,680,251

1,449,927

Past-due:

 

 

Up to 30 days

296,887

330,310

From 31 and 60 days

145,963

145,153

From 61 and 90 days

74,488

83,679

From 91 and 120 days

56,742

54,486

From 121 and 180 days

89,492

89,740

From 181 and 360 days

41,907

44,856

Over 360 days

870,850

953,707

 

 

 

Total past-due

1,576,329

1,701,931

 

 

 

Total

3,256,580

3,151,858

 

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

 

 

(c)        Allowance for doubtful accounts

 

 

January to September 2019

January to September 2018

 

 

 

Balance at the beginning of the period

1,099,442

3,650,198

Private sector/government entities

(26,343)

35,804

Recoveries

(43,845)

(76,872)

Wholesale customers

-

316,709

 

 

 

Net additions/(recoveries) in the period

(70,188)

275,641

 

 

 

Balance at the end of the period

1,029,254

3,925,839

 

 

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Notes to the Interim Financial Information

 

 

 

 

 

Reconciliation of estimated losses on

July to September

January to September

July to September

January to September

income

2019

2019

2018

2018

Write-offs

(34,422)

(118,550)

(57,070)

(138,575)

(Losses)/reversal with state entities – related

 

 

 

 

parties

(387)

(2,536)

(155)

960

(Losses)/reversal with private sector/government entities

60,331

26,343

(16,211)

(35,804)

(Losses)/reversal with wholesale customers

-

-

-

(29,458)

Recoveries

12,155

43,845

54,129

76,872

 

Amount recorded as selling expense

37,677

(50,898)

(19,307)

(126,005)

 

 

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

 

 

September 30, 2019

December 31, 2018

Accounts receivable

 

 

Current:

 

 

    Sanitation services

125,596

122,522

    Allowance for losses

(36,356)

(33,820)

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

 

 

        - Monthly flow (payments)

7,977

22,926

        - GESP Agreement – 2015

66,769

62,520

 

 

 

Total current

163,986

174,148

 

 

 

Noncurrent:

 

 

    Agreement for the installment payment of sanitation services

12,493

17,045

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

 

 

        - GESP Agreement – 2015

644,645

652,057

 

 

 

Total noncurrent

657,138

669,102

 

 

 

Total receivables from shareholders

821,124

843,250

 

 

 

Assets:

 

 

Sanitation services

101,733

105,747

Reimbursement of additional retirement and pension benefits paid (G0)

719,391

737,503

 

 

 

Total

821,124

843,250

 

 

 

Liabilities:

 

 

Interest on equity payable to related parties

-

338,407

Other (g)

352

8,694

 

 

 

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Notes to the Interim Financial Information

 

 

 

 

July to September

2019

January to September

2019

July to September 2018

January to September 2018

 

 

 

 

 

Revenue from sanitation services

137,063

406,495

119,386

366,608

Payments from related parties

(133,021)

(399,194)

(127,638)

(384,902)

 

 

 

 

 

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

(51,070)

(128,433)

(36,948)

(136,714)

 

 

 

(b)             São Paulo State Government - GESP

 

(i)     Disputed amounts

 

As of September 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$ 1,168,657 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 September 30, 2019 and December 31, 2018, the amounts corresponding to the actuarial liability totaled R$ 2,649,243 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.

 

On 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 September 30, 2019, the balance of the agreement totaled R$ 16,701 and R$ 90,713 (R$ 16,055 and R$ 90,518 on 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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(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 July to September 2019 and 2018, the expenses related to employees assigned by SABESP to other state government entities amounted to R$ 1,008 and R$ 1,868, respectively, and, from January to September 2019 and 2018, they amounted to R$ 3,982 and R$ 6,396, respectively.

 

From July to September 2018, expenses related to personnel assigned by other entities to the Company totaled R$ 53. No expenses were recorded in the same period in 2019. From January to September 2019 and 2018, the expenses amounted to R$ 139 and R$ 53, respectively.

 

(g)        Services obtained from state government entities

 

As of September 30,  2019  and December 31, 2018, SABESP had outstanding amounts payable of R$ 352 and R$ 8,694, respectively, for services rendered by São Paulo State Government entities.

 

(h)       Non-operating assets

 

As of September 30, 2019, the Company had an amount of R$ 3,613 related to plots of land and lent structures (R$ 969 as of December 31, 2018).

 

(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 September 30, 2019 amounted to R$ 366,210 (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$ 1,587 from July to September 2019 (R$ 1,080 from July to September 2018). From January to September 2019, these expenses totaled R$ 3,762 (R$ 3,014 from January to September 2018). An additional amount of R$ 360, related to the bonus program, was recorded from July to September 2019 (R$ 192 from July to September 2018). From January to September 2019, the bonus totaled R$ 1,080 (R$ 536 from January to September 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.

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Notes to the Interim Financial Information

 

 

 

The Company entered into a loan agreement through credit facility with the SPE Aquapolo Ambiental S/A to finance the operation of this company, until the borrowings and financing requested with financial institutions is granted.

 

SPE

 

Principal

 

Interest

 

Total

 

Interest rate

 

Maturity

                     

Aquapolo Ambiental

 

19,000

 

15,724

 

34,724

 

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 September 30, 2019, the balance of principal and interest of this agreement was R$ 34,724, recorded in noncurrent assets, under “Other Accounts Receivables” (R$ 32,857 as of December 31, 2018). From January to September 2019, the financial income recognized was R$ 1,867 (R$ 2,227 from January to September 2018).

 

(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 September 30, 2019, the program total amount was R$ 107,454 (R$ 100,928 as of December 31, 2018); as of September 30, 2019 and December 31, 2018, there was no balance receivable from related parties. As of September 30, 2019, R$ 55,280 (R$ 49,919 as of December 31, 2018) was recorded under intangible assets. R$ 52,174 was reimbursed by GESP from the beginning of the program until September 30, 2019 (R$ 51,009 as of December 31, 2018).

 

 

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 September 30, 2019, the balances of assets and liabilities totaled R$ 37,317 (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)).

 

As of September 30,  2019,  BRK  Operações  Industriais  S/A  sold all of its interest, corresponding to 51%, in Aquapolo Ambiental S/A to GS Inima.

 

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

 

September 30, 2019

December 31, 2018

January to September 2019

January to September 2019

January to September 2019

(*)

January to September 2018

 

 

 

 

 

 

 

 

Sesamm

45,759

43,547

-

(502)

4,781

(2,067)

4,600

Águas de Andradina

27,209

24,832

-

(623)

2,799

201

2,011

Águas de Castilho

7,025

6,084

-

(280)

1,102

119

916

Saneaqua Mairinque

5,697

5,720

-

(11)

(8)

(4)

(473)

Attend Ambiental

25,415

1,426

24,277

-

148

(436)

(3,844)

Aquapolo Ambiental

43,072

30,170

-

-

12,902

-

7,251

Paulista Geradora de Energia

7,244

7,625

-

-

(381)

-

(76)

 

 

 

 

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Notes to the Interim Financial Information

 

 

 

 

 

Investments

Capital increase

Dividends distributed

Equity result

Interest percentage

 

September 30, 2019

December 31, 2018

January to September 2019

January to September 2019

January to September 2019

(*)

January to September 2018

September 30, 2019

December 31, 2018

     

 

 

 

 

     

Sesamm

16,473

15,677

-

(181)

1,721

(744)

1,656

36%

36%

Águas de Andradina

8,163

7,450

-

(187)

840

60

603

30%

30%

Águas de Castilho

2,108

1,826

-

(84)

330

36

275

30%

30%

Saneaqua Mairinque

1,709

1,716

-

(3)

(2)

(2)

(142)

30%

30%

Attend Ambiental

11,437

642

10,925

-

66

(196)

(1,730)

45%

45%

Aquapolo Ambiental

21,105

14,783

-

-

6,322

-

3,553

49%

49%

Paulista Geradora de Energia

1,811

1,905

-

-

(94)

-

(19)

25%

25%

Total

62,806

43,999

10,925

(455)

9,183

(846)

4,196

 

 

 

Other investments

365

588

 

 

 

 

 

 

 

 

Total

63,171

44,587

 

 

 

 

 

 

 

 

 

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

12          Investment properties

 

 

December 31, 2018

Transfer

Depreciation

September 30, 2019

 

 

 

 

 

Investment properties

47,620

(9)

(37)

47,574

 

 

December 31, 2017

Expropriation

Depreciation

September 30, 2018

 

 

 

 

 

Investment properties

57,652

(9,983)

(37)

47,632

As of September 30, 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 classified 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.

 

As of September 30, 2019, the amount recorded as contract asset was R$ 7,579 million, and the largest works are located in the municipalities of São Paulo, São Bernardo do Campo and Franca, in the amounts of R$ 3,631 million, R$ 306 million and R$ 299 million, respectively. Additionally, R$ 2,067 million was transferred to intangible assets; the most significant work is the expansion of the Barueri Sewage Treatment Station, while the largest additions of the period are located in the municipalities of São Paulo, Praia Grande and o Bernardo do Campo, in the amounts of R$ 1,356 million, R$ 127 million and R$ 53 million, respectively.

 

 

December 31, 2018

Additions

Transfers

Transfer of works to intangible assets

September 30, 2019

 

 

 

 

 

 

Total contract asset

7,407,948

2,228,063

10,508

(2,067,034)

7,579,485

 

 

 

January 1,

 2018

Additions

Transfer of works to intangible assets

September 30, 2018

 

 

 

 

 

Total contract asset

10,387,715

2,215,276

(4,229,758)

8,373,233

 

 

 

 

 

 

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Notes to the Interim Financial Information

 

 

14          Intangible assets

 

(a)        Statement of financial position details

 

 

September 30, 2019

December 31, 2018

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

Intangible right arising from:

 

 

 

 

 

 

Concession agreements – equity value

2,058,215

(574,296)

1,483,919

5,465,206

(1,391,862)

4,073,344

Concession agreements – economic value

1,352,937

(628,063)

724,874

1,948,255

(716,246)

1,232,009

Program contracts

18,854,026

(5,399,067)

13,454,959

12,710,937

(3,933,008)

8,777,929

Program contracts – commitments

1,611,434

(273,965)

1,337,469

1,320,106

(240,555)

1,079,551

Service contracts – São Paulo

18,567,169

(4,611,238)

13,955,931

17,474,797

(4,083,345)

13,391,452

Software license of use

820,639

(341,002)

479,637

748,962

(290,787)

458,175

Right of use

110,482

(30,379)

80,103

-

-

-

Total

43,374,902

(11,858,010)

31,516,892

39,668,263

(10,655,803)

29,012,460

 

 

 

(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

September 30, 2019

Intangible right arising from:

 

 

 

 

 

 

 

 

 

 

Concession agreements – equity value 

4,073,344

-

1

(2,645,084)

(4,345)

53,390

80,155

(53)

(73,489)

1,483,919

Concession agreements –economic value 

1,232,009

-

1

(507,018)

-

59,461

381

(18)

(59,942)

724,874

Program contracts

8,777,929

-

1,337,443

3,152,102

-

493,892

136,962

(3,685)

(439,684)

13,454,959

Program contracts – commitments 

1,079,551

-

291,327

-

-

-

-

-

(33,409)

1,337,469

Service contracts – São Paulo

13,391,452

-

3,064

-

-

1,387,998

(229,311)

(10,605)

(586,667)

13,955,931

Software license of use

458,175

-

-

-

-

72,293

(616)

-

(50,215)

479,637

Right of use

-

64,955

45,527

-

-

-

-

-

(30,379)

80,103

Total

29,012,460

64,955

1,677,363

-

(4,345)

2,067,034

(12,429)

(14,361)

(1,273,785)

31,516,892

 

 

 

 

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Notes to the Interim Financial Information

 

 

 

 

December 31, 2017

Additions

Contract renewal

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

September 30, 2018

Intangible right arising from:

 

 

 

 

 

 

 

 

Concession agreements – equity value 

5,741,791

16

(1,824,197)

554,841

18,751

(1,954)

(108,747)

4,380,501

Concession agreements – economic value 

1,200,576

73

-

131,107

(45,149)

(8)

(74,090)

1,212,509

Program contracts

5,574,602

76

1,824,197

37,679

6,667

(3,758)

(270,374)

7,169,089

Program contracts – commitments 

910,375

28,645

-

-

-

-

(28,252)

910,768

Service contracts – São Paulo

9,183,482

1,929

-

3,468,973

20,018

(11,089)

(432,384)

12,230,929

Software license of use

467,591

4,137

-

37,158

686

-

(53,147)

456,425

Total

23,078,417

34,876

-

4,229,758

973

(16,809)

(966,994)

26,360,221

 

 

In the first half 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.  In the third quarter of 2019 , the Company began operating in the municipality of Santo  André  and renewed the program contract with the municipalities of Alambari, Bertioga, Caraguatatuba, Itanhaém, Lavrinhas, Mongaguá and Peruíbe. All these contracts are valid for 30 years, except for São Bernardo do Campo and Santo André, which are valid for 40 years.

 

(c)        Intangible rights arising from concession agreements

 

During the period ended September 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$ 265,842 and R$ 230,695 as of September 30, 2019 and December 31, 2018, respectively, and noncurrent liabilities in the amount of R$ 123,333 and R$ 142,314 as of September 30, 2019 and December 31, 2018, respectively.

 

(d)       Capitalization of interest and other finance charges

 

From January to September 2019, the Company capitalized interest and inflation adjustment, including exchange rate changes, in concession intangible assets, totaling R$ 187,605 (R$ 397,420 from January to September 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 September 30, 2019 and 2018, the margin was 2.3%.

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The construction margin from July to September 2019 and 2018 was R$ 15,726 and R$ 16,281, respectively, and from January to September 2019 and 2018 was R$ 44,775 and R$ 45,829, 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 July to September 2019, expropriations totaled R$ 8,612 and, from January to September 2019, they totaled R$ 28,902 (R$ 9,512 from July to September 2018 and R$ 89,562 from January to September 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 September 30, 2019  and December 31, 2018, the carrying amounts related to this PPP recognized in intangible assets were R$ 351,379 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.

 

As of September 30, 2019  and December 31, 2018, the carrying amounts recorded in the Company’s intangible assets, related to this PPP, totaled R$ 3,275.829 and R$ 3,208,464, respectively. The main works of the São Lourenço Production System were concluded on the first quarter of 2019 and this phase is expected to end on the fourth quarter of 2019, after contractual clauses are met and there are no documents pending.

 

The obligations assumed by the Company as of September 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.

 

 

 

September 30, 2019

December 31, 2018

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total liabilities

 

 

 

 

 

 

 

Alto Tietê

41,652

220,554

262,206

39,283

252,093

291,376

São Lourenço

56,698

3,001,325

3,058,023

98,544

3,023,204

3,121,748

Total

98,350

3,221,879

3,320,229

137,827

3,275,297

3,413,124

 

 

 

 

 

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Notes to the Interim Financial Information

 

 

 

(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.

 

(i)         Amortization of intangible assets

 

The amortization average rate was 4.5% and 3.9% as of September 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.

 

(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 September 2019, SABESP maintained the amounts of R$ 32,626, R$ 6,728 and R$ 1,582 in its results, allocated to operating costs, selling expenses and administrative expenses, respectively.

 

Statement of financial position details:

 

Nature

 

September 30, 2019

Vehicles

 

91,709

Properties

 

12,925

Equipment

 

684

Other

 

5,164

Accumulated amortization

 

(30,379)

Total

 

80,103

 

 

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Notes to the Interim Financial Information

 

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

 

 

September 30, 2019

December 31, 2018

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

Land

92,962

-

92,962

92,979

-

92,979

Buildings

80,426

(40,051)

40,375

79,086

(38,961)

40,125

Equipment

388,330

(245,162)

143,168

372,872

(256,786)

116,086

Transportation equipment

8,820

(6,779)

2,041

11,333

(7,860)

3,473

Furniture and fixtures

30,272

(13,028)

17,244

27,250

(13,672)

13,578

Other

4,462

(297)

4,165

1,659

(288)

1,371

Total

605,272

(305,317)

299,955

585,179

(317,567)

267,612

 

(b)          Changes

 

 

December 31, 2018

Additions

Transfers

Write-offs and disposals

Depreciation

September 30, 2019

Land

92,979

-

(17)

-

-

92,962

Buildings

40,125

1,781

15

-

(1,546)

40,375

Equipment

116,086

47,724

1,962

(102)

(22,502)

143,168

Transportation equipment

3,473

303

(1,195)

-

(540)

2,041

Furniture and fixtures

13,578

3,595

1,108

(130)

(907)

17,244

Other

1,371

2,783

57

-

(46)

4,165

Total

267,612

56,186

1,930

(232)

(25,541)

299,955

 

 

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Notes to the Interim Financial Information

 

 

 

 

December 31, 2017

 

 

Additions

 

 

Transfers

 

Write-offs and disposals

 

 

Depreciation

 

September 30, 2018

 

Land

92,507

 

472

 

-

 

-

 

-

 

92,979

 

Buildings

42,360

 

50

 

(334)

 

-

 

(1,731)

 

40,345

 

Equipment

103,803

 

22,371

 

(593)

 

(75)

 

(27,127)

 

98,379

 

Transportation equipment

3,680

 

8

 

8

 

(8)

 

(598)

 

3,090

 

Furniture and fixtures

11,816

 

142

 

(54)

 

(13)

 

(882)

 

11,009

 

Other

884

 

-

 

-

 

-

 

(38)

 

846

 

Total

255,050

 

23,043

 

(973)

 

(96)

 

(30,376)

 

246,648

 

 

 

(c)      Depreciation

 

The Company annually reviews the depreciation rates of buildings (2.3%); equipment (16.2%); transportation equipment (9.9%) and furniture and fixtures (6.7%). Land is not depreciated.

 

The depreciation average rates were 11.7% and 12.6%, as of September 30, 2019 and 2018, respectively.

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Notes to the Interim Financial Information

 

16          Borrowings and financing

 

 Borrowings and financing outstanding balance

September 30, 2019

December 31, 2018

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Local currency

 

 

 

 

 

 

 10th issue debentures

42,570

22,584

65,154

42,493

40,194

82,687

 12th issue debentures

45,450

215,184

260,634

45,450

249,249

294,699

 14th issue debentures

41,811

69,013

110,824

41,270

103,005

144,275

 15th issue debentures

-

-

-

359,394

-

359,394

 17th issue debentures

286,893

261,196

548,089

279,100

532,691

811,791

 18th issue debentures

33,929

152,801

186,730

33,469

165,267

198,736

 20th issue debentures

-

-

-

248,334

-

248,334

 21st issue debentures

149,862

349,775

499,637

-

499,604

499,604

 22nd issue debentures

-

763,567

763,567

-

756,040

756,040

 23rd issue debentures

-

864,578

864,578

-

-

-

 24th issue debentures

-

392,528

392,528

-

-

-

 Brazilian Federal Savings Bank

81,107

1,321,691

1,402,798

75,223

1,266,592

1,341,815

 Brazilian Development Bank - BNDES BAIXADA SANTISTA

4,238

-

4,238

16,899

-

16,899

 Brazilian Development Bank - BNDES PAC

11,183

30,644

41,827

11,227

39,169

50,396

 Brazilian Development Bank - BNDES PAC II 9751

3,472

16,509

19,981

4,364

18,811

23,175

 Brazilian Development Bank - BNDES PAC II 9752

3,196

20,774

23,970

3,186

23,100

26,286

 Brazilian Development Bank - BNDES ONDA LIMPA

23,704

106,500

130,204

23,632

123,875

147,507

 Brazilian Development Bank - BNDES TIETÊ III

40,874

306,405

347,279

30,589

252,197

282,786

 Brazilian Development Bank - BNDES 2015

31,712

468,544

500,256

31,615

490,729

522,344

 Brazilian Development Bank - BNDES 2014

4,659

26,564

31,223

-

-

-

 Leases

128,528

438,259

566,787

19,077

549,589

568,666

 Leases (IFRS 16)

48,838

34,100

82,938

-

-

-

Other (FINEP – Studies and Projects Funding, and FEHIDRO – State Water Resources Fund)

1,465

7,920

9,385

1,380

8,163

9,543

 Interest and charges

85,391

-

85,391

98,410

-

98,410

Total in local currency

1,068,882

5,869,136

6,938,018

1,365,112

5,118,275

6,483,387

Page 57 of 92


 
 

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Notes to the Interim Financial Information

 

 Borrowings and financing outstanding balance

September 30, 2019

December 31, 2018

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Foreign currency

 

 

 

 

 

 

 Inter-American Development Bank - BID 1212 – US$ 61,668 thousand (US$ 71,947 thousand in December 2018)

42,802

214,011

256,813

39,826

238,954

278,780

 Inter-American Development Bank - BID 2202 – US$ 510,573 thousand (US$544,457 thousand in December 2018)

132,889

1,978,057

2,110,946

124,098

1,969,565

2,093,663

 International Bank of Reconstruction and Development - BIRD – US$ 88,246 thousand (US$ 91,286 thousand in December 2018)

25,318

341,899

367,217

11,779

341,646

353,425

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

156,043

-

156,043

288,479

-

288,479

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

-

1,456,510

1,456,510

-

1,354,532

1,354,532

 JICA 15 – ¥ 11,524,300 thousand (¥ 12,676,730 thousand in December 2018)

44,392

399,524

443,916

40,646

406,462

447,108

 JICA 18 – ¥ 10,361,600 thousand (¥ 11,397,760 thousand in December 2018)

39,913

359,008

398,921

36,545

365,230

401,775

 JICA 17 – ¥ 2,663,729 thousand (¥ 1,826,957 thousand in December 2018)

12,194

89,561

101,755

11,835

51,786

63,621

 JICA 19 – ¥ 31,736,565 thousand (¥ 31,561,726 thousand in December 2018)

69,857

1,150,609

1,220,466

64,028

1,047,081

1,111,109

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

73,678

94,366

168,044

68,554

155,653

224,207

 Interest and charges

48,334

-

48,334

52,710

-

52,710

Total in foreign currency

645,420

6,083,545

6,728,965

738,500

5,930,909

6,669,409

 

 

 

 

 

 

 

Total

1,714,302

11,952,681

13,666,983

2,103,612

11,049,184

13,152,796

 

Exchange rate as of September 30, 2019: US$ 4.1644; ¥ 0.03852 (as of December 31, 2018: US$ 3.8748; ¥ 0.03527).

On September 30, 2019, the Company did not have balances of borrowings and financing raised during the year, maturing within 12 months.

 

 

 

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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)

 

24th issue debentures

Own funds

2029

3.20% (series 1) and 3.37% (series 2)

IPCA (series 1 and 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

6.01% to 9.84%

 

FINEP – Studies and Projects Funding

Own funds

2025

TJLP + 1.5% (FINEP)

 

FEHIDRO – State Water Resources Fund

Own funds

2023

3%

 

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Notes to the Interim Financial Information

 

 

Foreign currency

Guarantees

Maturity

Annual interest rate

Exchange rate changes

 

 

 

 

 

Inter-American Development Bank - BID 1212 – US$ 61,668 thousand

Government

2025

3.31% (*)

US$

Inter-American Development Bank - BID 2202 – US$ 510,573 thousand

Government

2035

3.42% (*) 

US$

International Bank for Reconstruction and Development - BIRD – US$ 88,246 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 – ¥ 11,524,300 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 18 – ¥ 10,361,600 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 17 – ¥ 2,663,729 thousand

Government

2035

1.2% and 0.01%

Yen

JICA 19 – ¥ 31,736,565 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.

 

 

 

 

 

 

 

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Notes to the Interim Financial Information

 

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

 

 

2019

 

2020

 

2021

 

2022

 

2023

 

2024

 

2025 to 2039

 

TOTAL

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

60,583

 

599,549

 

483,466

 

562,530

 

365,539

 

699,470

 

920,604

 

3,691,741

Brazilian Federal Savings Bank

19,951

 

82,109

 

86,456

 

91,140

 

83,868

 

82,499

 

956,775

 

1,402,798

BNDES

34,164

 

118,349

 

117,896

 

117,896

 

112,194

 

106,713

 

491,766

 

1,098,978

Leases

108,290

 

27,241

 

29,093

 

31,063

 

34,388

 

36,765

 

299,947

 

566,787

Leases (IFRS 16)

12,580

 

47,729

 

21,922

 

648

 

59

 

-

 

-

 

82,938

Other (FINEP and FEHIDRO)

346

 

1,526

 

1,627

 

1,627

 

1,607

 

1,384

 

1,268

 

9,385

Interest and other charges

51,164

 

34,227

 

-

 

-

 

-

 

-

 

-

 

85,391

TOTAL IN LOCAL CURRENCY

287,078

 

910,730

 

740,460

 

804,904

 

597,655

 

926,831

 

2,670,360

 

6,938,018

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BID

-

 

175,691

 

175,691

 

175,691

 

175,691

 

175,691

 

1,489,304

 

2,367,759

BIRD

-

 

25,318

 

25,318

 

25,318

 

25,318

 

25,318

 

240,627

 

367,217

Deutsche Bank

156,043

 

-

 

-

 

-

 

-

 

-

 

-

 

156,043

Eurobonds

-

 

1,456,510

 

-

 

-

 

-

 

-

 

-

 

1,456,510

JICA

6,451

 

165,648

 

167,140

 

159,282

 

159,282

 

159,282

 

1,347,973

 

2,165,058

BID 1983AB

-

 

73,281

 

32,034

 

32,034

 

30,695

 

-

 

-

 

168,044

Interest and other charges

38,887

 

9,447

 

-

 

-

 

-

 

-

 

-

 

48,334

TOTAL IN FOREIGN CURRENCY

201,381

 

1,905,895

 

400,183

 

392,325

 

390,986

 

360,291

 

3,077,904

 

6,728,965

Total

488,459

 

2,816,625

 

1,140,643

 

1,197,229

 

988,641

 

1,287,122

 

5,748,264

 

13,666,983

 

 

 

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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

September 30,

 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

3,486,861

-

1,266,755

(11,580)

32,105

-

(171,877)

(994,228)

146,267

12,402

3,129

3,769,834

Brazilian Federal Savings Bank

1,345,684

-

120,243

-

-

-

(81,178)

(59,259)

55,692

25,637

-

1,406,819

BNDES

1,072,605

-

123,000

(628)

2,082

826

(62,874)

(95,864)

46,304

16,616

169

1,102,236

Leases

568,666

-

-

-

684

3,761

(34,526)

(15,610)

35,949

7,862

-

566,786

Leases (IFRS 16)*

-

110,482

-

-

-

-

(1,968)

(30,439)

4,863

-

-

82,938

Other

9,571

-

851

-

28

-

(502)

(1,037)

496

-

-

9,407

TOTAL IN LOCAL CURRENCY

6,483,387

110,482

1,510,849

(12,208)

34,899

4,587

(352,925)

(1,196,437)

289,571

62,517

3,298

6,938,020

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

BID

2,399,985

-

-

-

125,351

41,139

(83,602)

(171,892)

20,450

42,778

716

2,374,925

BIRD

356,420

-

-

-

24,672

1,378

(10,627)

(12,273)

6,749

1,241

14

367,574

Deutsche Bank

292,872

-

-

-

15,686

-

(15,572)

(150,131)

12,122

1,168

2,008

158,153

Eurobonds

1,358,412

-

-

-

101,360

-

(49,689)

-

70,196

6,575

618

1,487,472

JICA

2,036,128

-

105,371

(111)

181,976

2,686

(34,622)

(148,613)

24,408

2,077

138

2,169,438

BID 1983AB

225,592

-

-

(106)

14,393

-

(6,065)

(71,141)

7,342

693

693

171,401

TOTAL IN FOREIGN CURRENCY

6,669,409

-

105,371

(217)

463,438

45,203

(200,177)

(554,050)

141,267

54,532

4,187

6,728,963

Total

13,152,796

110,482

1,616,220

(12,425)

498,337

49,790

(553,102)

(1,750,487)

430,838

117,049

7,485

13,666,983

 

 

 

 

(*)     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 62 of 92


 
 

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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

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

3,576,842

750,000

(2,779)

-

51,200

-

(190,937)

(594,693)

169,504

26,681

2,481

3,788,299

Brazilian Federal Savings Bank

1,236,674

156,695

-

-

-

-

(76,146)

(67,072)

57,094

19,285

-

1,326,530

BNDES

1,042,036

131,000

-

-

2,343

2,565

(69,137)

(71,972)

19,606

43,616

157

1,100,214

Leases

561,616

-

-

18,877

-

-

-

(12,901)

-

-

-

567,592

Other

10,977

-

-

-

47

-

(593)

(1,126)

583

4

-

9,892

TOTAL IN LOCAL CURRENCY

6,428,145

1,037,695

(2,779)

18,877

53,590

2,565

(336,813)

(747,764)

246,787

89,586

2,638

6,792,527

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

BID

1,743,257

484,690

(2,365)

-

330,794

39,423

(55,391)

(130,520)

20,363

28,097

646

2,458,994

BIRD

303,278

-

-

-

60,563

2,963

(7,610)

-

4,862

1,565

17

365,638

Deutsche Bank

496,726

-

-

-

84,184

-

(26,665)

(129,945)

23,325

3,698

2,717

454,040

Eurobonds

1,158,642

-

-

-

243,565

-

(47,662)

-

63,590

10,529

616

1,429,280

JICA

1,700,448

38,546

(117)

-

334,263

2,114

(33,361)

(77,097)

25,741

799

131

1,991,467

BID 1983AB

270,470

-

-

-

46,789

-

(5,674)

(85,306)

6,787

1,100

856

235,022

TOTAL IN FOREIGN CURRENCY

5,672,821

523,236

(2,482)

-

1,100,158

44,500

(176,363)

(422,868)

144,668

45,788

4,983

6,934,441

Overall Total

12,100,966

1,560,931

(5,261)

18,877

1,153,748

47,065

(513,176)

(1,170,632)

391,455

135,374

7,621

13,726,968

 

 

Page 63 of 92


 
 

ITR – Quarterly Financial Form – 9/30/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

 

Notes to the Interim Financial Information

 

 

(i)   Main events in the nine-month period ended September 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

Series 2

R$ 491,755

R$ 375,000

 

May/2024

May/2027

 

CDI + 0.63 p.a.

CDI + 0.49 p.a.

 

 

On July 24, 2019, the Company held its 24th debenture issue, in the amount of R$ 400,000, as follows:

 

 

Value

 

Maturity

 

Remuneration

Series 1

Series 2

R$ 100.000

R$ 300.000

 

July/2026

July /2029

 

IPCA+ 3.20 p.a.

IPCA + 3.37 p.a.

 

 

The covenants agreed upon for the 24th  Debentures Issue are as follows:

 

Calculated on a quarterly basis, when disclosing the interim financial information or annual financial statements:

 

-  Net debt/adjusted EBITDA ratio lower than or equal to 3.50;

 

-  Adjusted EBITDA/paid financial expenses ratio equal to or higher than 1.5;

 

-   Disposal of operating assets, termination of license, loss of concession or loss of the Issuer’s capacity to execute and operate public sanitation services in areas of the São Paulo State which, individually or jointly during the term of the agreement, result in a reduction of the Issuer’s net sales and/or service revenue of more than twenty-five percent (25%). The above limit will be calculated on a quarterly basis, taking into consideration the Issuer’s net operating revenues during the twelve (12) months prior to the end of each quarter and using the financial information disclosed by the Issuer.

 

The failure to comply with the covenants for at least two consecutive quarters, or for two non-consecutive quarters within a twelve-month period, will cause the early termination of the agreement (the 30-day grace period is not applicable in this case).

 

The agreement has a cross acceleration clause, i.e. the early maturity of any Company debt, in an individual or aggregate amount equal to or higher than R$  150 million,  adjusted by the variation of the IPCA as from the issue date, is a default event that may cause the early maturity of the obligations arising from the Debentures.

 

(b)        BNDES

 

The initial funding of agreement 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, began in July 2019 and is expected to end in July 2026.

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Notes to the Interim Financial Information

 

 

(ii)       Covenants

 

As of September 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, the Company 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

 

September 30, 2019

 

Brazilian Federal Savings Bank

 

(in millions of R$)

1,774

Brazilian Development Bank (BNDES)

 

1,337

Japan International Cooperation Agency (JICA) (*)

 

111

Other

 

38

Total

 

3,260

 

(*)  Brazilian Central Bank’s exchange rate as of September 30, 2019 (¥ 1.00 = R$ 0.03852).

 

17        Taxes and contributions

 

(a)      Current assets

 

 

September 30, 2019

December 31, 2018

Taxes recoverable

 

 

Income tax and social contribution

120,342

361,758

Withholding income tax (IRRF) on financial investments

5,559

6,423

Other federal taxes

3,435

12,522

Total

129,336

380,703

 

(b)   Current liabilities

 

 

September 30, 2019

December 31, 2018

Taxes obligations

 

 

Income tax and social contribution

69,967

-

Cofins and Pasep

94,113

82,381

INSS (social security contribution)

38,224

38,871

IRRF (withholding income tax)

7,250

66,825

Other

34,898

12,486

Total

244,452

200,563

 

 

 

Page 65 of 92


 
 

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Notes to the Interim Financial Information

 

 

 

18    Deferred taxes and contributions

 

(a)      Statement of financial position details

 

 

 

September 30, 2019

December 31, 2018

Deferred tax assets

 

 

Provisions

358,410

337,833

Pension plan obligations – G1

157,738

157,044

Donations of underlying assets on concession agreements

52,311

54,131

Credit losses

140,756

197,920

Other

187,210

186,887

Total deferred tax assets

896,425

933,815

 

 

 

Deferred tax liabilities

 

 

Temporary difference on concession of intangible asset

(414,816)

(433,842)

Capitalization of borrowing costs

(413,969)

(420,978)

Profit on supply to government entities

(373,852)

(206,978)

Actuarial (gain)/loss – G1 Plan

(36,430)

(36,430)

Construction margin

(84,090)

(86,164)

Borrowing costs

(11,854)

(10,665)

Total deferred tax liabilities

(1,335,011)

(1,195,057)

 

 

 

Deferred tax assets/(liabilities), net

(438,586)

(261,242)

 

 

 

Page 66 of 92


 
 

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Notes to the Interim Financial Information

 

 

 

(b)      Changes

 

Deferred tax assets

December 31, 2018

Net change

September 30, 2019

Provisions

337,833

20,577

358,410

Pension obligations – G1

157,044

694

157,738

Donations of underlying asset on concession agreements

54,131

(1,820)

52,311

Credit losses

197,920

(57,164)

140,756

Other

186,887

323

187,210

Total

933,815

(37,390)

896,425

 

 

 

 

Deferred tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(433,842)

19,026

(414,816)

Capitalization of borrowing costs

(420,978)

7,009

(413,969)

Profit on supply to government entities

(206,978)

(166,874)

(373,852)

Actuarial (gain)/loss – G1

(36,430)

-

(36,430)

Construction margin

(86,164)

2,074

(84,090)

Borrowing costs

(10,665)

(1,189)

(11,854)

Total

(1,195,057)

(139,954)

(1,335,011)

 

 

 

 

Deferred tax asset/(liability), net

(261,242)

(177,344)

(438,586)

 

 

 

Page 67 of 92


 
 

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Notes to the Interim Financial Information

 

 

 

 

Deferred tax assets

December 31,

2017

 

Net change

 

September 30,

2018

Provisions

482,863

 

(133,262)

 

349,601

Pension obligations – G1

165,503

 

(6,308)

 

159,195

Donations of underlying asset on concession agreements

55,112

 

(1,997)

 

53,115

Credit losses

199,063

 

56,719

 

255,782

Other

151,562

 

29,921

 

181,483

Total

1,054,103

 

(54,927)

 

999,176

 

 

Deferred tax liabilities

 

 

 

 

 

Temporary difference on concession of intangible asset

(460,177)

 

20,909

 

(439,268)

Capitalization of borrowing costs

(415,379)

 

(4,689)

 

(420,068)

Profit on supply to government entities

(76,705)

 

(20,202)

 

(96,907)

Actuarial (gain)/loss – G1

(36,538)

 

-

 

(36,538)

Construction margin

(88,947)

 

2,091

 

(86,856)

Borrowing costs

(13,111)

 

1,628

 

(11,483)

Total

(1,090,857)

 

(263)

 

(1,091,120)

 

 

Deferred tax liabilities, net

 

(36,754)

 

 

(55,190)

 

 

(91,944)

 

 

 

Page 68 of 92


 
 

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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:

 

 

July to September

2019

January to September

2019

July to September 2018

January to September 2018

 

 

 

 

 

Profit before income taxes

1,838,628

3,478,621

863,511

1,986,875

Statutory rate

34%

34%

34%

34%

 

 

 

 

 

Estimated expense at statutory rate

(625,134)

(1,182,731)

(293,594)

(675,536)

Tax benefit of interest on equity

-

40,412

-

35,884

Permanent differences

 

 

 

 

      Provision Law 4,819/58 – G0 (i)

(12,162)

(35,594)

(12,301)

(36,834)

      Donations

(3,092)

(11,557)

(3,022)

(5,170)

      Other differences

10,620

21,375

10,570

22,262

 

 

 

 

 

Income tax and social contribution

(629,768)

(1,168,095)

(298,347)

(659,394)

 

 

 

 

 

Current income tax and social contribution

(434,142)

(990,751)

(303,572)

(604,204)

Deferred income tax and social contribution

(195,626)

(177,344)

5,225

(55,190)

Effective rate

34%

34%

35%

33%

 

 

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

Page 69 of 92


 
 

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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:

 

 

September 30, 2019

 

December 31, 2018

 

 

Provisions

Escrow deposits

Provisions net of deposits

 

Provisions

Escrow deposits

Provisions net of deposits

Customer claims (i)

195,866

(10,703)

185,163

 

290,649

(43,841)

246,808

Supplier claims (ii)

89,870

(389)

89,481

 

67,985

(24,380)

43,605

Other civil claims (iii)

111,772

(16,442)

95,330

 

98,302

(13,519)

84,783

Tax claims (iv)

66,314

(3,500)

62,814

 

63,335

(8,091)

55,244

Labor claims (v)

400,688

(11,134)

389,554

 

302,935

(10,932)

292,003

Environmental claims (vi)

189,638

(321)

189,317

 

170,419

-

170,419

Total

1,054,148

(42,489)

1,011,659

 

993,625

(100,763)

892,862

 

 

 

 

 

 

 

 

Current

531,497

-

531,497

 

458,387

-

458,387

Noncurrent

522,651

(42,489)

480,162

 

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)

September 30, 2019

Customer claims (i)

290,649

13,717

17,624

(86,455)

(39,669)

195,866

Supplier claims (ii)

67,985

31,161

44,816

(25,970)

(28,122)

89,870

Other civil claims (iii)

98,302

26,119

16,703

(7,521)

(21,831)

111,772

Tax claims (iv)

63,335

9,991

2,267

(4,813)

(4,466)

66,314

Labor claims (v)

302,935

131,300

53,214

(42,250)

(44,511)

400,688

Environmental claims (vi)

170,419

33,475

19,678

-

(33,934)

189,638

Provisions

993,625

245,763

154,302

(167,009)

(172,533)

1,054,148

Escrow deposits

(100,763)

(12,613)

(11,215)

17,854

64,248

(42,489)

Provisions net of deposits

892,862

233,150

143,087

(149,155)

(108,285)

1,011,659

 

 

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Notes to the Interim Financial Information

 

 

 

December 31, 2017

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

September 30, 2018

Customer claims (i)

438,619

14,923

29,319

(85,739)

(58,839)

338,283

Supplier claims (ii)

332,037

24,925

5,935

(283,513)

(12,789)

66,595

Other civil claims (iii)

114,544

18,327

9,995

(10,421)

(32,658)

99,787

Tax claims (iv)

77,100

4,931

3,443

(2,458)

(20,621)

62,395

Labor claims (v)

299,842

63,950

23,962

(33,305)

(55,800)

298,649

Environmental claims (vi)

160,446

26,290

14,658

(114)

(36,348)

164,932

Provisions

1,422,588

153,346

87,312

(415,550)

(217,055)

1,030,641

Escrow deposits

(344,384)

(42,457)

(4,994)

264,203

32,185

(95,447)

Provisions net of deposits

1,078,204

110,889

82,318

(151,347)

(184,870)

935,194

 

 

(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, net of deposits, are represented as follows:

 

 

September 30, 2019

December 31, 2018

Customer claims (i)

153,885

207,600

Supplier claims (ii)

1,653,831

1,459,100

Other civil claims (iii)

663,394

719,300

Tax claims (iv)

1,151,494

1,439,100

Labor claims (v)

618,751

624,200

Environmental claims (vi)

4,692,848

4,343,800

Total

8,934,203

8,793,100

 

 

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

 

(i)             Customer claims

 

Approximately 760 lawsuits (890 as of December 31, 2018) were filed by commercial customers, who claim that their tariffs should correspond to other consumer categories, and 400 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 40 lawsuits (40 as of December 31, 2018) in which customers plead the reduction in tariff under the category “Social Welfare Entity”.

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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 July to September 2019, the Company used R$ 23,683 of the guarantee insurance (R$ 25,729 from July to September 2018). A total of R$ 462,292 from the current contract is outstanding.

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20            Employee benefits

 

(a)        Health benefit plan

 

Since August 1, 2019, the new health plans managed by Fundação CESP - Funcesp, which replaced the previous health plans managed by Fundação Sabesp de Seguridade Social Sabesprev, have been in effect. The health plan operator was changed by means of the signature of an Adhesion Agreement between the parties. The entire process was in accordance with the current industry law, which is applicable to SABESP, and was approved by the controlling authorities of the State Government.

 

Benefits are now paid after the event, free of choice, sponsored by contributions of SABESP and the employees is as follows:

 

·        Company: 3.2% on average, of gross payroll;

 

Employees: the contributions are based on three plans: (i) plan I (0.58%), (ii) plan II (2.57%) and (iii) plan III (3.97%) of the base salary and premiums, equivalent to 3.3% of payroll, on average.

 

(b)        Pension plan benefits

 

Funded plan – G1

 

 

Pension plan liabilities as of December 31, 2018

 

363,902

Expenses recognized in 2019

 

30,056

Payments made in 2019

 

(27,748)

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

 

366,210

 

 

 

 

Unfunded plan– G0

 

 

Pension plan liabilities as of December 31, 2018

 

2,606,107

Expenses recognized in 2019

 

170,525

Payments made in 2019

 

(127,389)

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

 

2,649,243

 

 

 

Total

 

3,015,453

 

 

 

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(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 September 30, 2019, SABESP had a net actuarial liability of R$ 366,210 (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 September 30, 2019, Sabesprev Mais plan, based on defined contribution, had 9,876 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$ 9,535, R$ 1,252 and R$ 2,546, were allocated to operating costs, selling expenses and administrative expenses.  The amount of R$ 1,533 was capitalized in assets
.

 

The Company has made contributions in the amount of R$ 14,866 from January to September 2019 (R$ 15,167 from January to September 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 September 30, 2019, the Company recorded a defined benefit obligation for the G0 Plan of R$ 2,649,243 (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 third quarter of 2019, the Company accrued R$ 23,650 (R$ 27,553 in the third quarter of 2018). From January to September 2019 and 2018, R$ 69,880 and R$ 81,695, respectively, were accrued under “Payroll and related charges”.

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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 September 30, 2019 and December 31, 2018 were R$ 480,730 and R$ 454,022, respectively.

 

 

22             Knowledge Retention Program and Consent Decree

 

a)     Knowledge Retention Program (“PRC”)

 

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 third quarter of 2019, the Company wrote-off R$ 11,527, corresponding to the exit of employees enrolled in the Program. As of September 30, 2019, the balance totaled R$ 159,469 (R$ 196,472 as of December 31, 2018), R$ 58,076 of which recorded under “Tax liabilities”, in current liabilities (R$ 74,324 as of December 31, 2018), and R$ 101,393 under “Labor liabilities”, in noncurrent liabilities (R$ 122,148 as of December 31, 2018).

 

b)     Consent Decree (“TAC”)

 

On February 20, 2009, SABESP signed a Consent Decree, proposed by the State Prosecution Office, in which the Company undertook to: a) continue hiring employees by means of public competition, except for filling positions in commission or trust functions; b) gradually dismissing retired employees, replacing them with permanent staff, except in segments where increased efficiency requires the reduction in the effective number of employees.

 

The Consent Decree clarifies “the need of training and carrying out phased dismissal of approximately two thousand an two hundred (2,200) retired employees within a reasonable period of time, as well as those who will retire in the future”, which allowed interpreting that the Consent Decree did not cover the approximately 2,200 retirees at that time, but all other employees who retire at  SABESP.  Accordingly, the Company created a provision for indemnity of all retired employees who worked at SABESP.

 

On October  11,  2019,  the   Prosecutor filed the Consent Decree stating that for the time elapsed and the successive information provided by SABESP, the objective of the Consent Decree was fully complied with.  Accordingly, the amount of  R$  173,284, corresponding to the provisioned amount related to number of employees who retired after February 20, 2009 was reversed, taking into consideration that the Consent Decree was filed following the dismissal of the 2,200 retired employees on the date the Decree was signed.

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As of September 30, 2019, the amount provisioned under “Labor obligations”, related to the Consent Decree totaled R$ 13,024  (R$ 140,818 as of December 31, 2018), of which  R$ 9,673  (R$ 136,293 as of December 31, 2018) under current liabilities, and R$ 3,351 (R$ 4,525 as of December 31, 2018) under noncurrent liabilities.

 

 

23             Equity

 

(a)        Subscribed and paid-in capital

 

As of September 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:

 

 

September 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

231,353,251

33.85%

212,612,143

31.10%

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

106,582,285

15.59%

125,278,967

18.33%

Other

2,050,048

0.30%

2,094,474

0.31%

 

 

 

 

 

Total

683,509,869

100.00%

683,509,869

100.00%

 

 

(*)       each ADR corresponds to 1 share.

 

 

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.

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Notes to the Interim Financial Information

 

 

 

July to September 2019

January to September 2019

July to September 2018

January to September 2018

 

 

 

 

 

Profit attributable to Company’s owners

1,208,860

2,310,526

565,164

1,327,481

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)

1.76861

3.38039

0.82686

1.94216

 

 

 

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

 

 

July to September 2019

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial

statements

Gross operating revenue

4,984,140

699,458

5,683,598

Gross sales deductions

(273,005)

-

(273,005)

Net operating revenue

4,711,135

699,458

5,410,593

Costs, selling, general and administrative expenses

(2,183,855)

(683,732)

(2,867,587)

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

2,527,280

15,726

2,543,006

Other operating income/(expenses), net

 

 

13,198

Equity accounting

 

 

2,352

Financial result, net

 

 

(719,928)

Income before taxes

 

 

1,838,628

Depreciation and amortization

(463,962)

-

(463,962)

 

 

 

 

 

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January to September 2019

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial

statements

Gross operating revenue

12,099,335

1,991,515

14,090,850

Gross sales deductions

(803,843)

-

(803,843)

Net operating revenue

11,295,492

1,991,515

13,287,007

Costs, selling, general and administrative expenses

(6,862,346)

(1,946,740)

(8,809,086)

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

4,433,146

44,775

4,477,921

Other operating income/(expenses), net

 

 

18,324

Equity accounting

 

 

8,337

Financial result, net

 

 

(1,025,961)

Income from operations before taxes

 

 

3,478,621

Depreciation and amortization

(1,299,363)

-

(1,299,363)

 

 

 

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July to September 2018

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial

statements

Gross operating revenue

3,331,564

724,158

4,055,722

Gross sales deductions

(244,941)

-

(244,941)

Net operating revenue

3,086,623

724,158

3,810,781

Costs, selling, general and administrative expenses

(2,011,284)

(707,877)

(2,719,161)

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

1,075,339

16,281

1,091,620

Other operating income/(expenses), net

 

 

34,159

Equity accounting

 

 

502

Financial result, net

 

 

(262,770)

Income from operations before taxes

 

 

863,511

Depreciation and amortization

(342,520)

-

(342,520)

 

 

 

 

 

 

 

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January to September 2018

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial

statements

Gross operating revenue

9,862,258

2,038,406

11,900,664

Gross sales deductions

(717,981)

-

(717,981)

Net operating revenue

9,144,277

2,038,406

11,182,683

Costs, selling, general and administrative expenses

(5,975,461)

(1,992,577)

(7,968,038)

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

3,168,816

45,829

3,214,645

Other operating income/(expenses), net

 

 

61,971

Equity accounting

 

 

4,196

Financial result, net

 

 

(1,293,937)

Income from operations before taxes

 

 

1,986,875

Depreciation and amortization

(997,406)

-

(997,406)

 

(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:

 

July to September 2019

January to September 2019

July to September 2018

January to September 2018

 

 

 

 

 

Gross revenue from construction recognized under

ICPC 1 (R1) (a)

699,458

1,991,515

724,158

2,038,406

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

(683,732)

(1,946,740)

(707,877)

(1,992,577)

 

 

 

 

 

Construction margin

15,726

44,775

16,281

45,829

 

(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).

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26             Operating revenue

 

(a)      Revenue from sanitation services:

 

 

July to September 2019

January to September 2019

July to September 2018

January to September 2018

 

 

 

 

 

Metropolitan Region of São Paulo

3,920,970

8,941,288

2,355,358

6,935,754

Regional systems

1,063,170

3,158,047

976,206

2,926,504

Total

4,984,140

12,099,335

3,331,564

9,862,258

 

 

 

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

 

 

 

July to September 2019

January to September 2019

July to September 2018

January to September 2018

 

 

 

 

 

Revenue from sanitation services (i)

4,984,140

12,099,335

3,331,564

9,862,258

Construction revenue

699,458

1,991,515

724,158

2,038,406

Sales tax

(257,951)

(759,085)

(231,470)

(677,569)

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

(15,054)

(44,758)

(13,471)

(40,412)

Net revenue

5,410,593

13,287,007

3,810,781

11,182,683

 

(i)  Includes the amounts of R$ 17,381 from July to September 2019 and R$ 51,057 from January to September 2019 (R$ 15,832 from July to September 2018 and R$ 41,176 from January to September 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.

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27    Operating costs and expenses

 

 

July to September 2019

January to September 2019

July to September 2018

January to September 2018

Operating costs

 

 

 

 

      Salaries, payroll charges and benefits

(368,245)

(1,435,511)

(504,663)

(1,458,988)

      Pension obligations

(12,461)

(37,130)

(6,449)

(18,626)

      Construction costs (Note 25)

(683,732)

(1,946,740)

(707,877)

(1,992,577)

      General supplies

(64,810)

(188,336)

(58,101)

(161,792)

      Treatment supplies

(67,402)

(229,831)

(58,132)

(195,490)

      Outsourced services

(306,514)

(897,873)

(250,452)

(714,289)

      Electricity

(282,000)

(843,019)

(240,952)

(690,308)

      General expenses

(161,536)

(486,512)

(173,426)

(463,996)

      Depreciation and amortization

(433,012)

(1,215,842)

(313,237)

(908,824)

 

(2,379,712)

(7,280,794)

(2,313,289)

(6,604,890)

 

 

 

 

 

Selling expenses

 

 

 

 

      Salaries, payroll charges and benefits

(48,874)

(200,292)

(72,711)

(219,267)

      Pension obligations

(1,731)

(5,135)

(892)

(2,615)

      General supplies

(1,683)

(5,357)

(1,753)

(4,294)

      Outsourced services

(101,514)

(272,110)

(66,367)

(198,976)

      Electricity

(292)

(1,002)

(254)

(853)

      General expenses

(33,763)

(89,503)

(23,680)

(73,852)

      Depreciation and amortization

(8,088)

(16,910)

(4,365)

(13,028)

 

(195,945)

(590,309)

(170,022)

(512,885)

 

 

 

 

 

Bad debt expenses (Note 8 (c))

37,677

(50,898)

(19,307)

(126,005)

 

 

 

 

 

Administrative expenses

 

 

 

 

      Salaries, payroll charges and benefits

(48,219)

(181,069)

(70,362)

(190,905)

      Pension obligations

(37,500)

(110,467)

(37,102)

(111,913)

      General supplies

(790)

(2,380)

(1,182)

(3,828)

      Outsourced services

(41,897)

(156,482)

(49,681)

(149,972)

      Electricity

(203)

(997)

(252)

(945)

      General expenses

(163,273)

(313,492)

(19,599)

(147,152)

      Depreciation and amortization

(22,862)

(66,611)

(24,918)

(75,554)

      Tax expenses

(14,863)

(55,587)

(13,447)

(43,989)

 

(329,607)

(887,085)

(216,543)

(724,258)

 

 

 

 

 

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Notes to the Interim Financial Information

 

 

 

July to September 2019

January to September 2019

July to September 2018

January to September 2018

Operating costs and expenses

 

 

 

 

      Salaries, payroll charges and benefits

(465,338)

(1,816,872)

(647,736)

(1,869,160)

      Pension obligations

(51,692)

(152,732)

(44,443)

(133,154)

      Construction costs (Note 25)

(683,732)

(1,946,740)

(707,877)

(1,992,577)

      General supplies

(67,283)

(196,073)

(61,036)

(169,914)

      Treatment supplies

(67,402)

(229,831)

(58,132)

(195,490)

      Outsourced services

(449,925)

(1,326,465)

(366,500)

(1,063,237)

      Electricity

(282,495)

(845,018)

(241,458)

(692,106)

      General expenses

(358,572)

(889,507)

(216,705)

(685,000)

      Depreciation and amortization

(463,962)

(1,299,363)

(342,520)

(997,406)

      Tax expenses

(14,863)

(55,587)

(13,447)

(43,989)

              Bad debt expenses (Note 8 (c))

37,677

(50,898)

(19,307)

(126,005)

Total

(2,867,587)

(8,809,086)

(2,719,161)

(7,968,038)

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28    Financial income (expenses)

 

 

July to September 2019

January to September 2019

July to September 2018

January to September 2018

Financial expenses

 

 

 

 

Interest and charges on borrowings and financing – local currency

(89,886)

(248,817)

(84,191)

(246,785)

Interest and charges on borrowings and financing – foreign currency

(44,049)

(127,578)

(45,725)

(129,495)

Other financial expenses

(83,064)

(254,386)

(58,533)

(105,030)

Income tax over international remittance

(4,531)

(13,552)

(5,235)

(15,175)

Inflation adjustment on borrowings and financing

(4,217)

(34,216)

(21,251)

(53,589)

Other inflation adjustments

(27,857)

(69,466)

(6,176)

(26,162)

Interest and inflation adjustments on provisions

(39,009)

(105,333)

25,916

37,929

Total financial expenses

(292,613)

(853,348)

(195,195)

(538,307)

 

 

 

 

 

Financial income

 

 

 

 

Inflation adjustment gains

20,970

71,512

30,915

89,177

Income on short-term investments

41,886

119,094

49,420

133,751

Interest income

37,726

115,027

37,181

125,301

Cofins and Pasep

(6,274)

(15,848)

(5,465)

(16,944)

Other

3

10

3

6

Total financial income

94,311

289,795

112,054

331,291

 

 

 

 

 

Financial income (expenses), net before exchange rate changes

(198,302)

(563,553)

(83,141)

(207,016)

 

 

 

 

 

Net exchange gains (losses)

 

 

 

 

Exchange rate changes on borrowings and financing

(522,069)

(463,438)

(190,812)

(1,100,166)

Exchange rate changes on assets

451

1,042

11,183

13,245

Other exchange rate changes

(8)

(12)

-

-

 

 

 

 

 

Exchange rate changes, net

(521,626)

(462,408)

(179,629)

(1,086,921)

 

 

 

 

 

Financial income (expenses)

(719,928)

(1,025,961)

(262,770)

(1,293,937)

 

 

 

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Notes to the Interim Financial Information

 

 

29    Other operating income (expenses), net

 

 

July to September 2019

January to September 2019

July to September 2018

January to September 2018

 

 

 

 

 

Other operating income, net

14,477

48,693

44,424

98,845

Other operating expenses

(1,279)

(30,369)

(10,265)

(36,874)

 

 

 

 

 

Other operating income (expenses), net

13,198

18,324

34,159

61,971

 

Other operating income is comprised of 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. The main committed amounts as of September 30, 2019 are as follows:

 

 

1 year

1-3 years

3-5 years

More than

5 years

Total

Contractual obligations - Expenses

918,418

2,072,779

338,693

1,123,604

4,453,494

Contractual obligations - Investments

1,446,881

3,897,291

1,545,937

6,077,956

12,968,065

Total

2,365,299

5,970,070

1,884,630

7,201,560

17,421,559

 

 

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

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Notes to the Interim Financial Information

 

 

31     Supplemental cash flow information

 

 

January to September 2019

January to September 2018

 

 

 

Total additions of contract assets (Note 13)

2,228,063

2,215,276

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

1,742,318

34,876

 

 

 

Items not affecting cash (see breakdown below)

(1,941,168)

(883,468)

 

 

 

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

2,029,213

1,366,684

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

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

187,605

397,420

Contractors payable

210,988

245,576

Program contract commitments

39,819

22,763

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

10,591

169,785

Right of use

110,482

2,095

Construction margin (Note 25)

44,775

45,829

Agreement with the Municipality of Santo André (Note 8(a))

1,336,908

-

Total

1,941,168

883,468

 

 

 

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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.

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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 9/30/2019

 

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%

 

 

 

 

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Other Information Deemed as Relevant by the Company

 

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of 9/30/2018

 

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

10,600

0.00%

10,600

0.00%

Board of Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

64

0.00%

64

0.00%

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,539,227

50.3%

343,539,227

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

339,970,642

49.7%

339,970,642

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

9/30/2019

(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

 

 

 

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Reports and Statements / Unqualified Reports on Special Review

 

Report on Review of Quarterly Financial Information - ITR

 

 

To the Shareholders, Board Members 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”), contained in the Quarterly Financial Information Form (ITR) for the quarter ended September 30, 2019, comprising the balance sheet as of September 30, 2019, the respective statements of income and comprehensive income for the three and nine-month periods ended and changes in shareholders' equity and cash flows for the nine-month period then ended, including the explanatory notes.

 

Management is responsible for the preparation of the interim financial information in accordance with Accounting Pronouncement CPC 21(R1) and International Standard IAS 34 - Interim Financial Reporting, issued by International Accounting Standards Board - IASB, and for the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of the 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 Standard 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 financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion on the interim financial information

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

 

Other matters

 

Statement of added value

The interim financial information referred above comprise the statement of added value (DVA) for the nine-month period ended September 30, 2019, prepared under the responsibility of the Company's management, presented as supplementary information for the purposes of IAS 34. This statement was submitted to the review procedures performed together with the review of the Quarterly Financial Information, with the purpose to evaluate whether this is reconciled to the financial information and to accounting records, as applicable, and whether their form and presentation are in accordance with the criteria set on Technical Pronouncement CPC 09 - Statement of Added Value. Based on our review, nothing has come to our attention that causes us to believe that the statement of added value referred to above has not been prepared, in all material respects, according to the criteria defined in this Standard and consistently in relation to the interim financial information taken as a whole.

 

 

São Paulo, November 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

 

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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 September 30, 2019. São Paulo, November 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

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Reports and Statements / Executive Officers’ Statement on the Report of Independent 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 September 30, 2019.

São Paulo, November 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 92 of 92

 

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: November 29, 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.