6-K 1 sbsitr1q20_6k.htm ITR - QUARTERLY INFORMATION FORM - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO sbsitr1q20_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 May, 2020
(Commission File No. 1-31317)
 

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


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



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

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

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

Yes ______ No ___X___

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

 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Table of contents

 

Company Information

Capital Breakdown 

1 

Cash Proceeds 

2 

Parent Company’s Financial Statements

Statement of Financial Position - Assets 

3 

Statement of Financial Position - Liabilities 

4 

Income Statement 

6 

Statement of Comprehensive Income 

7 

Statement of Cash Flow 

8 

Statement of Changes in Equity

1/01/2020 to 3/31/2020 

10 

1/01/2019 to 3/31/2019 

11 

Statement of Value Added 

12 

Comments on the Company’s Performance 

13 

Notes to the Interim Financial Information 

25 

Comments on the Companys Projections 

77 

Other Information Deemed as Relevant by the Company 

78 

Reports and Statements

Unqualified Reports on Special Review 

80 

Executive Officers’ Statement on the Financial Statements 

81 

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

82 

 


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Company Information / Capital Breakdown

 

Number of Shares

Current Quarter

(Units)

3/31/2020

Paid-in Capital

 

Common

683,509,869

Preferred

0

Total

683,509,869

Treasury Shares

 

Common

0

Preferred

0

Total

0

 

 

 

PAGE: 1 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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  3/26/2020  Interest on Capital Payable    Common    1.37670 

 

 

PAGE: 2 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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

 

 

3/31/2020

12/31/2019

1

Total Assets

46,967,744

46,457,800

1.01

Current Assets

5,158,498

4,896,138

1.01.01

Cash and Cash Equivalents

2,323,366

2,253,210

1.01.03

Accounts Receivable

2,247,095

2,330,658

1.01.03.01

Trade Receivables

2,071,837

2,137,752

1.01.03.02

Other Receivables

175,258

192,906

1.01.03.02.01

Related-Party Balances

175,258

192,906

1.01.04

Inventories

67,899

70,454

1.01.06

Recoverable Taxes

386,074

141,266

1.01.06.01

Current Recoverable Taxes

386,074

141,266

1.01.08

Other Current Assets

134,064

100,550

1.01.08.03

Other

134,064

100,550

1.01.08.03.01

Restricted Cash

26,363

26,018

1.01.08.03.20

Other Assets

107,701

74,532

1.02

Noncurrent Assets

41,809,246

41,561,662

1.02.01

Long-Term Assets

9,210,678

8,821,073

1.02.01.04

Accounts Receivable

229,775

215,275

1.02.01.04.01

Trade Receivables

229,775

215,275

1.02.01.09

Receivables from Related Parties

650,413

657,990

1.02.01.09.03

Receivables from Controlling Shareholders

650,413

657,990

1.02.01.10

Other Noncurrent Assets

8,330,490

7,947,808

1.02.01.10.04

Escrow Deposits

184,109

177,982

1.02.01.10.05

Water National Agency (ANA)

32,558

32,466

1.02.01.10.06

Contract Asset

7,989,875

7,617,714

1.02.01.10.20

Other Assets

123,948

119,646

1.02.02

Investments

103,877

100,749

1.02.02.01

Equity Investments

56,327

53,187

1.02.02.01.03

Equity Investments in Jointly-Owned Subsidiaries

56,327

53,187

1.02.02.02

Investment Properties

47,550

47,562

1.02.03

Property, Plant and Equipment

316,450

314,393

1.02.04

Intangible Assets

32,178,241

32,325,447

1.02.04.01

Intangible Assets

32,178,241

32,325,447

1.02.04.01.01

Concession Agreements

2,202,852

2,207,705

1.02.04.01.02

Program Contracts

15,137,137

15,184,575

1.02.04.01.03

Service Contracts

14,293,152

14,390,763

1.02.04.01.04

Software License of Use

465,779

471,706

1.02.04.01.05

Right of Use

79,321

70,698

 

PAGE: 3 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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

 

 

3/31/2020

12/31/2019

2

Total Liabilities

46,967,744

46,457,800

2.01

Current Liabilities

6,950,358

6,453,424

2.01.01

Labor and Pension Plan Liabilities

602,098

594,279

2.01.01.01

Pension Plan Liabilities

28,135

51,716

2.01.01.02

Labor Liabilities

573,963

542,563

2.01.02

Trade Payables

242,106

369,631

2.01.02.01

Domestic Suppliers

242,106

369,631

2.01.03

Tax Liabilities

172,600

250,318

2.01.03.01

Federal Tax Liabilities

168,226

243,732

2.01.03.01.02

Pis-Pasep and Cofins Payable

85,906

94,027

2.01.03.01.03

INSS (Social Security Contribution) Payable

39,732

39,404

2.01.03.01.20

Other Federal Taxes

42,588

110,301

2.01.03.03

Municipal Tax Liabilities

4,374

6,586

2.01.04

Borrowings and Financing

3,284,540

2,859,843

2.01.04.01

Borrowings and Financing

2,702,040

2,179,580

2.01.04.01.01

In Local Currency

274,532

297,680

2.01.04.01.02

In Foreign Currency

2,427,508

1,881,900

2.01.04.02

Debentures

496,122

601,861

2.01.04.03

Financiang through Lease

86,378

78,402

2.01.05

Other Liabilities

1,999,050

1,829,106

2.01.05.01

Payables to Related Parties

358

293

2.01.05.01.03

Payables to Controlling Shareholders

358

293

2.01.05.02

Outher

1,998,692

1,828,813

2.01.05.02.01

Dividends and Interest on Capital Payable

800,352

800,352

2.01.05.02.04

Services Payable

632,181

474,078

2.01.05.02.05

Refundable Amounts

43,440

42,093

2.01.05.02.06

Program Contract Commitments

275,993

273,932

2.01.05.02.07

Public-Private Partnership (PPP)

111,100

110,291

2.01.05.02.09

Indemnities

9,693

9,693

2.01.05.02.20

Other Liabilities

125,933

118,374

2.01.06

Provisions

649,964

550,247

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

236,062

200,391

2.01.06.01.01

Tax Provisions

27,178

26,375

2.01.06.01.02

Social Security and Labor Provisions

131,619

103,041

2.01.06.01.04

Civil Provisions

77,265

70,975

2.01.06.02

Other Provisions

413,902

349,856

2.01.06.02.03

Provisions for Environmental Liabilities and Decommissioning

15,410

15,086

2.01.06.02.04

Provisions for Customers

204,587

242,001

2.01.06.02.05

Provisions for Suppliers

193,905

92,769

2.02

Noncurrent Liabilities

19,039,549

18,368,593

2.02.01

Borrowings and Financing

11,265,828

10,384,866

2.02.01.01

Borrowings and Financing

7,990,162

6,889,591

2.02.01.01.01

In Local Currency

2,384,970

2,412,693

2.02.01.01.02

In Foreign Currency

5,605,192

4,476,898

2.02.01.02

Debentures

2,826,542

3,039,553

2.02.01.03

Financing through Lease

449,124

455,722

 

PAGE: 4 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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

 

 

3/31/2020

12/31/2019

2.02.02

Other Liabilities

7,024,218

7,064,170

2.02.02.02

Other

7,024,218

7,064,170

2.02.02.02.04

Pension Plan Liabilities

3,366,686

3,360,932

2.02.02.02.05

Program Contract Commitments

76,613

103,321

2.02.02.02.06

Public-Private Partnership (PPP)

3,161,600

3,183,689

2.02.02.02.07

Indemnities

31,740

31,740

2.02.02.02.08

Labor Liabilities

2,172

2,230

2.02.02.02.09

Deferred Cofins / Pasep

145,533

143,693

2.02.02.02.20

Other Liabilities

239,874

238,565

2.02.03

Deferred Taxes

347,409

433,996

2.02.03.01

Deferred Income Tax and Social Contribution

347,409

433,996

2.02.03.01.01

Deferred Income Tax and Social Contribution

347,409

433,996

2.02.04

Provisions

402,094

485,561

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

206,896

245,448

2.02.04.01.01

Tax Provisions

29,005

29,250

2.02.04.01.02

Social Security and Labor Provisions

173,482

209,759

2.02.04.01.04

Civil Provisions

4,409

6,439

2.02.04.02

Other Provisions

195,198

240,113

2.02.04.02.03

Provisions for Environmental Liabilities and Decommissioning

191,686

177,835

2.02.04.02.04

Provisions for Customers

2,740

1,691

2.02.04.02.05

Provisions for Suppliers

772

60,587

2.03

Equity

20,977,837

21,635,783

2.03.01

Paid-up Capital

15,000,000

15,000,000

2.03.04

Profit Reserve

7,547,954

7,547,954

2.03.04.01

Legal Reserve

1,368,406

1,368,406

2.03.04.08

Additional Dividend Proposed

80,973

80,973

2.03.04.10

Reserve for Investments

6,098,575

6,098,575

2.03.05

Retained Earnings/Accumulated Losses

-657,946

0

2.03.06

Equity Valuation Adjustments

-912,171

-912,171

 

PAGE: 5 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Parent Company’s Financial Statements / Income Statement

(R$ thousand)

Code

 

Description

YTD Current

Year

YTD Previous

Year

 

 

1/01/2020 to 3/31/2020

1/01/2019 to 3/31/2019

3.01

Revenue from Sales and/or Services

4,042,350

3,878,504

3.02

Cost of Sales and/or Services

-2,422,012

-2,337,103

3.02.01

Cost of Sales and/or Services

-1,913,247

-1,747,145

3.02.02

Construction Cost

-508,765

-589,958

3.03

Gross Profit

1,620,338

1,541,401

3.04

Operating Income/Expenses

-617,310

-399,745

3.04.01

Selling Expenses

-339,459

-198,955

3.04.01.01

Selling Expenses

-181,970

-191,195

3.04.01.02

Allowance for Doubtful Accounts

-157,489

-7,760

3.04.02

General and Administrative Expenses

-284,179

-210,381

3.04.04

Other Operating Income

10,039

13,385

3.04.04.01

Other Operating Income

11,056

14,992

3.04.04.02

Cofins and Pasep

-1,017

-1,607

3.04.05

Other Operating Expenses

-7,286

-5,558

3.04.06

Equity Results

3,575

1,764

3.05

Income before Financial Result and Taxes

1,003,028

1,141,656

3.06

Financial Result

-1,980,285

-150,456

3.06.01

Financial Income

100,156

102,200

3.06.01.01

Financial Income

103,809

107,950

3.06.01.02

Exchange Gains

1,224

-731

3.06.01.03

Cofins and Pasep

-4,877

-5,019

3.06.02

Financial Expenses

-2,080,441

-252,656

3.06.02.01

Financial Expenses

-283,905

-252,477

3.06.02.02

Exchange Losses

-1,796,536

-179

3.07

Earnings before Income Tax

-977,257

991,200

3.08

Income Tax and Social Contribution

319,311

-343,909

3.08.01

Current

232,724

-310,485

3.08.02

Deferred

86,587

-33,424

3.09

Net Result from Continued Operations

-657,946

647,291

3.11

Profit/Loss for the Period

-657,946

647,291

3.99

Earnings per Share - (Reais / Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common

-0.96260

0.94701

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common

-0.96260

0.94701

 

PAGE: 6 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 Parent Company’s Financial Statements / Statement of Comprehensive Income

(R$ thousand)

Code  Description  YTD Current  YTD Previous 
    Year  Year 
    1/01/2020 to 3/31/2020  1/01/2019 to 3/31/2019 
4.01  Net Income for the Period  -657,946  647,291 
4.03  Comprehensive Income for the Period  -657,946  647,291 

PAGE: 7 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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

 

 

1/01/2020 to 3/31/2020

1/01/2019 to 3/31/2019

6.01

Net Cash from Operating Activities

1,188,528

589,840

6.01.01

Cash from Operations

1,776,101

1,493,474

6.01.01.01

Profit before Income Tax and Social Contribution

-977,257

991,200

6.01.01.02

Provision and Inflation Adjustments on Provisions

78,706

46,101

6.01.01.04

Finance Charges from Customers

-197,496

-197,962

6.01.01.05

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

5,407

3,143

6.01.01.06

Depreciation and Amortization

483,569

410,863

6.01.01.07

Interest on Borrowings and Financing Payable

138,770

138,978

6.01.01.08

Monetary and Exchange Variation on Borrowings and Financing

1,814,857

17,207

6.01.01.09

Interest and Monetary Variation on Liabilities

10,563

9,524

6.01.01.10

Interest and Monetary Variation on Assets

-6,585

-75,621

6.01.01.11

Allowance for Doubtful Accounts

157,489

11,070

6.01.01.12

Provision for Consent Decree (TAC) and Knowledge Retention Program (PRC)

-490

-19,313

6.01.01.13

Equity Results

-3,575

-1,764

6.01.01.14

Interest and Inflation Adjustment (PPP)

112,685

0

6.01.01.15

Other Adjustments

-6,112

-13,163

6.01.01.16

Transfer of Funds to the São Paulo Municipal Government

120,419

119,920

6.01.01.17

Construction Margin over Intangible Assets Resulting from Concession Contracts

-12,655

-13,569

6.01.01.18

Pension Plan Liabilities

57,806

66,860

6.01.02

Changes in Assets and Liabilities

-394,490

-412,002

6.01.02.01

Trade Receivables

85,760

98,414

6.01.02.02

Related-Party Balances and Transactions

34,075

11,513

6.01.02.03

Inventories

2,555

-4,976

6.01.02.04

Recoverable Taxes

-12,084

44,624

6.01.02.05

Other Assets

-37,128

-36,159

6.01.02.06

Escrow Deposits

-2,730

-12,324

6.01.02.08

Trade Payables and Contractors

-239,274

-328,719

6.01.02.09

Salaries, Payroll Charges and Social Contributions

8,309

-34,809

6.01.02.10

Pension Plan Liabilities

-52,052

-50,056

6.01.02.11

Taxes and Contributions Payable

-77,718

-92,543

6.01.02.12

Services Payable

37,684

6,435

6.01.02.13

Other Liabilities

-81,271

56,069

6.01.02.14

Provisions

-62,456

-68,648

6.01.02.15

Deferred Cofins/Pasep

1,840

-823

6.01.03

Other

-193,083

-491,632

6.01.03.01

Interest Paid

-193,083

-241,164

6.01.03.02

Income Tax and Social Contribution Paid

0

-250,468

6.02

Net Cash from Investing Activities

-403,505

-233,143

6.02.01

Acquisition of Intangible Assets

-393,573

-209,552

6.02.02

Acquisition of Property, Plant and Equipment

-9,587

-18,796

6.02.03

Increase in Investments

0

-10,702

6.02.04

Restricted Cash

-345

5,907

 

PAGE: 8 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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

 

 

1/01/2020 to 3/31/2020

1/01/2019 to 3/31/2019

6.03

Net Cash from Financing Activities

-714,867

-1,180,805

6.03.01

Funding

29,792

103,815

6.03.02

Amortization

-580,229

-1,154,042

6.03.03

Payment of Interest on Capital

0

-21

6.03.04

Public-Private Partnership (PPP)

-133,965

-129,157

6.03.05

Program Contract Commitments

-30,465

-1,400

6.05

Increase (Decrease) in Cash and Cash Equivalents

70,156

-824,108

6.05.01

Opening Balance of Cash and Cash Equivalents

2,253,210

3,029,191

6.05.02

Closing Balance of Cash and Cash Equivalents

2,323,366

2,205,083

 

 

PAGE: 9 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Parent Company’s Financial Statements / Statement of Changes in Equity - 1/01/2020 to 3/31/2020   

(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

7,547,954

0

-912,171

21,635,783

5.03

Restated Opening Balances

15,000,000

0

7,547,954

0

-912,171

21,635,783

5.05

Total Comprehensive Income

0

0

0

-657,946

0

-657,946

5.05.01

Net Income for the Period

0

0

0

-657,946

0

-657,946

5.07

Closing Balances

15,000,000

0

7,547,954

-657,946

-912,171

20,977,837

 

PAGE: 10 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Parent Company’s Financial Statements / Statement of Changes in Equity - 1/01/2019 to 3/31/2019   

(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

5.05

Total Comprehensive Income

0

0

0

647,291

0

647,291

5.05.01

Net Income for the Period

0

0

0

647,291

0

647,291

5.07

Closing Balances

15,000,000

0

5,100,783

647,291

-549,095

20,198,979

 

PAGE: 11 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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

 

 

1/01/2020 to 3/31/2020

1/01/2019 to 3/31/2019

7.01

Revenue

4,178,865

4,146,906

7.01.01

Goods, Products and Services Sold

3,803,878

3,536,147

7.01.02

Other Revenue

11,056

14,992

7.01.03

Revenue from Construction of Own Assets

521,420

603,527

7.01.04

Allowance for/Reversal of Doubtful Accounts

-157,489

-7,760

7.02

Inputs Acquired from Third Parties

-1,571,533

-1,476,216

7.02.01

Costs of Sales and Services

-1,273,809

-1,252,380

7.02.02

Materials, Electricity, Outsourced Services and Others

-290,438

-218,278

7.02.04

Other

-7,286

-5,558

7.03

Gross Value Added

2,607,332

2,670,690

7.04

Retentions

-483,569

-410,863

7.04.01

Depreciation, Amortization and Depletion

-483,569

-410,863

7.05

Net Value Added Produced

2,123,763

2,259,827

7.06

Wealth Received in Transfer

108,608

108,983

7.06.01

Equity Results

3,575

1,764

7.06.02

Financial Income

105,033

107,219

7.07

Total Value Added to Distribute

2,232,371

2,368,810

7.08

Value Added Distribution

2,232,371

2,368,810

7.08.01

Personnel

613,926

622,298

7.08.01.01

Salaries and Wages

424,388

395,114

7.08.01.02

Benefits

153,515

206,362

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

36,023

20,822

7.08.02

Taxes and Contributions

120,651

753,670

7.08.02.01

Federal

68,333

705,250

7.08.02.02

State

38,819

34,489

7.08.02.03

Municipal

13,499

13,931

7.08.03

Value Distributed to Providers of Capital

2,155,740

345,551

7.08.03.01

Interest

2,151,496

332,670

7.08.03.02

Rental

4,244

12,881

7.08.04

Value Distributed to Shareholders

-657,946

647,291

7.08.04.03

Retained Earnings / Accumulated Loss for the Period

-657,946

647,291

 

PAGE: 12 of 82


 

 

 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

1.    Quarter Highlights

In 1Q20, the Company recorded net loss of R$ 657.9 million, versus net income of R$ 647.3 million in 1Q19, a decrease of R$ 1,305.2 million.

Adjusted EBITDA totaled R$ 1,483.8 million, R$ 60.9 million less than the R$ 1,544.7 million recorded in 1Q19.

The main highlights of 1Q20 results were:

 

(a)Economic instability worsened by COVID-19

 

The world economic instability worsened by the COVID-19 pandemic led to an appreciation in the Dollar and Yen against the Real, significantly affecting financial expenses on loans and financing denominated in foreign currency. In 1Q20, expenses with exchange variations on loans and financing increased by R$ 1,796.3 million.

In addition to the effect on financial expenses, there was an impact on the allowance for doubtful accounts, in the amount of R$ 149.7 million.

 

(b)Operation in the municipality of Santo André

 

The operation in the municipality of Santo André, started in August 2019, increased gross operating revenue by R$ 80.1 million and expenses by R$ 65.0 million quarter over quarter in 1Q20, as shown below:

 

 

Impacts of Santo André (R$ million)

Var.

 

1Q20

1Q19

R$

      Gross Revenue - Wholesale(1)

-

13.0

(13.0)

      Revenue - Retail(2)

93.1

-

93.1

(=) Total Gross Revenue

93.1

13.0

80.1

      COFINS and PASEP taxes

(6.9)

(1.0)

(5.9)

      Net Revenue

86.2

12.0

74.2

      Costs and expenses(3)

(44.5)

-

(44.5)

      Allowance for doubtful accounts

(0.7)

19.8

(20.5)

(=) Total Expenses

(45.2)

19.8

(65.0)

(=) Net effect

41.0

31.8

9.2

(1)      Revenue in 1Q19, referring to wholesale billing.

(2)      Revenue in 1Q20, referring to retail billing, due to the operation.

(3)      Costs and expenses in 1Q20, related to the operation (excluding indirect costs and expenses).

 

 

(c) Signing of a new health plan with Fundação CESP - FUNCESP

 

With the start of the health plan administered by Fundação CESP, in August 2019, healthcare expenses fell by R$ 44.9 million in 1Q20, as shown below:

 

 

R$ million

 

1Q20

1Q19

Var.

Healthcare expenses

(54.0)

(98.9)

44.9

PAGE: 13 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

2.    Financial Highlights

R$ million

 

 

 

Var.

 

1Q20

1Q19

R$

%

     Gross operating revenue

3,803.9

3,536.1

267.8

7.6

     Construction revenue

521.4

603.5

(82.1)

(13.6)

     COFINS and PASEP and TRCF taxes

(282.9)

(261.1)

(21.8)

8.3

(=) Net operating revenue

4,042.4

3,878.5

163.9

4.2

     Costs and expenses

(2,536.9)

(2,156.4)

(380.5)

17.6

     Construction costs

(508.8)

(590.0)

81.2

(13.8)

     Equity result

3.6

1.8

1.8

100.0

     Other operating revenues (expenses), net

2.8

7.8

(5.0)

(64.1)

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

1,003.1

1,141.7

(138.6)

(12.1)

     Financial result

(1,980.3)

(150.5)

(1,829.8)

-

(=) Earnings before income tax and social contribution

(977.2)

991.2

(1,968.4)

(198.6)

    Income tax and social contribution

319.3

(343.9)

663.2

(192.8)

(=) Net income/(loss)

(657.9)

647.3

(1,305.2)

(201.6)

    Earnings /(loss) per share (R$)*

(0.96)

0.95

 

 

 

(*) Total shares = 683,509,869

 

Adjusted EBITDA Reconciliation (non-accounting measures)

R$ million

 

 

 

Var.

 

1Q20

1Q19

R$

%

     Net income/(loss)

(657.9)

647.3

(1,305.2)

(201.6)

     Income tax and social contribution

(319.3)

343.9

(663.2)

(192.8)

     Financial result

1,980.3

150.5

1,829.8

-

     Other operating revenues (expenses), net

(2.8)

(7.8)

5.0

(64.1)

(=) Adjusted EBIT*

 

1,000.3

 

1,133.9

 

(133.6)

 

(11.8)

     Depreciation and amortization

483.5

410.8

72.7

17.7

(=) Adjusted EBITDA**

 

1,483.8

 

1,544.7

 

(60.9)

 

(3.9)

     (%) Adjusted EBITDA margin

36.7

39.8

 

 

 

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

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

 

In 1Q20, net operating revenue, which considers construction revenue, totaled R$ 4,042.4 million, up 4.2% from 1Q19.

Costs and expenses, which consider construction costs, totaled R$ 3,045.7 million, up 10.9% from 1Q19.

Adjusted EBIT totaled R$ 1,000.3 million, down 11.8% from the R$ 1,133.9 million recorded in 1Q19.

Adjusted EBITDA totaled R$ 1,483.8 million, down 3.9% from the R$ 1,544.7 million recorded in 1Q19 (R$ 7,449.6 million in the last twelve months).

The adjusted EBITDA margin was 36.7% in 1Q20, compared to 39.8% in 1Q19 (41.1% in the last twelve months).

Excluding the effects of revenues and construction costs, adjusted EBITDA margin reached 41.8% in 1Q20, compared to 46.8% in 1Q19 (48.3% in the last 12 months).

In 1Q20, the Company recorded net loss of R$ 657.9 million, compared to net income of R$ 647.3 million in 1Q19.

PAGE: 14 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

3.    Gross operating revenue

 

Gross operating revenue related to sanitation services, in the amount of R$ 3,803.0 million, which does not consider construction revenue, increased by R$ 267.8 million, or 7.6%, from the R$ 3,536.1 million recorded in 1Q19.

The main factors that led to this variation were:

 

 

·      4.7% tariff adjustment since May 2019;

·      2.2% increase in total billed volume, of which 2.0% from water services and 2.5% from sewage services, excluding the volumes of Santo André;

·      R$ 80.1 million increase in operating revenue, due to the operation in the municipality of Santo André, which started in August 2019.

 

4.    Construction revenue

 

In 1Q20, construction revenue decreased by R$ 81.2 million, or 13.8%, when compared to 1Q19, mainly due to higher investments in the construction of assets in 1Q19.

PAGE: 15 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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, according to customer category and region. The volumes from the municipality of Santo André are presented separately.

 

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

 

Water

Sewage

Water + Sewage

Category

1Q20

1Q19

Var. %

1Q20

1Q19

Var. %

1Q20

1Q19

Var. %

Residential

442.1

432.1

2.3

381.1

369.8

3.1

823.2

801.9

2.7

Commercial

43.7

43.6

0.2

42.4

42.3

0.2

86.1

85.9

0.2

Industrial

8.0

8.2

(2.4)

9.7

9.9

(2.0)

17.7

18.1

(2.2)

Public

10.3

10.4

(1.0)

9.2

9.3

(1.1)

19.5

19.7

(1.0)

Total retail

504.1

494.3

2.0

442.4

431.3

2.6

946.5

925.6

2.3

Wholesale (3)

21.2

20.5

3.4

4.0

4.3

(7.0)

25.2

24.8

1.6

Subtotal

525.3

514.8

2.0

446.4

435.6

2.5

971.7

950.4

2.2

Santo André (4)

13.1

17.7

(26.0)

13.1

4.3

204.7

26.2

22.0

19.1

Total

538.4

532.5

1.1

459.5

439.9

4.5

997.9

972.4

2.6

 

Water

Sewage

Water + Sewage

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

 

Water

Sewage

Water + Sewage

Region

1Q20

1Q19

Var. %

1Q20

1Q19

Var. %

1Q20

1Q19

Var. %

Metropolitan

331.9

322.2

3.0

291.3

281.4

3.5

623.2

603.6

3.2

Regional (2)

172.2

172.1

0.1

151.1

149.9

0.8

323.3

322.0

0.4

Total retail

504.1

494.3

2.0

442.4

431.3

2.6

946.5

925.6

2.3

Wholesale (3)

21.2

20.5

3.4

4.0

4.3

(7.0)

25.2

24.8

1.6

Subtotal

525.3

514.8

2.0

446.4

435.6

2.5

971.7

950.4

2.2

Santo André (4)

13.1

17.7

(26.0)

13.1

4.3

204.7

26.2

22.0

19.1

Total

538.4

532.5

1.1

459.5

439.9

4.5

997.9

972.4

2.6

 

(1)  Unaudited

(2)  Including coastal and interior regions

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

(4)  Billed volume in the retail segment in 1Q20 and in the wholesale segment in 1Q19

PAGE: 16 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - 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$ 299.3 million in 1Q20 (10.9%). Excluding construction costs, the increase was R$ 380.5 million (17.6%).

Costs, administrative & selling expenses and construction costs as a percentage of net revenues was 75.3% in 1Q20, compared to 70.8% in 1Q19.

R$ million

 

 

 

Var.

 

1Q20

1Q19

R$

%

Salaries and payroll charges and Pension plan obligations

677.8

681.0

(3.2)

(0.5)

General supplies

65.7

57.4

8.3

14.5

Treatment materials

93.8

86.7

7.1

8.2

Services

424.1

422.2

1.9

0.5

Electricity

326.5

283.0

43.5

15.4

General expenses

292.4

191.7

100.7

52.5

Tax expenses

15.6

15.8

(0.2)

(1.3)

Sub-total

1,895.9

1,737.8

158.1

9.1

Depreciation and amortization

483.5

410.8

72.7

17.7

Allowance for doubtful accounts

157.5

7.8

149.7

1,919.2

Subtotal

641.0

418.6

222.4

53.1

Costs, administrative and selling expenses

2,536.9

2,156.4

380.5

17.6

Construction costs

508.8

590.0

(81.2)

(13.8)

Costs, adm & selling expenses and construction costs

3,045.7

2,746.4

299.3

10.9

% of net revenue

75.3

70.8

 

 

 

Salaries and payroll charges and Pension plan liabilities

 

In 1Q20, the R$ 3.2 million decrease was due to: (i) the R$ 44.9 million decrease in healthcare expenses; and (ii) the R$ 8.9 million decrease with pension plans, as a result of changes in the actuarial assumptions.

The decreases were partially offset by the R$ 47.1 million increase, mainly the 4.99% salary adjustment in May 2019 and the application of 2.0% referring to the Career and Salaries Plan (Plano de Cargos e Salários) in February 2020.

 

Services

 

Expenses with services totaled R$ 424.1 million, an increase of R$ 1.9 million, or 0.5%, from the R$ 422.2 million recorded in 1Q19. The main changes were:

 

 

·     R$ 21.5 million increase in labor expenses with employees assigned by the municipality of Santo André;

·     R$ 15.2 million increase in customer services;

·     R$ 15.8 million decrease with meter reading and bill delivery;

·     R$ 15.2 million decrease in labor expenses with employees assigned by the municipality of Guarulhos; and

·     R$ 9.1 million decrease in technical services for reduction of losses.

PAGE: 17 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

Electricity

 

Electricity expenses totaled R$ 326.5 million in 1Q20, up R$ 43.5 million, or 15.4%, from the R$ 283.0 million recorded in 1Q19. Of total electricity expenses, the Free Market Tariffs (Ambiente de Contratação Livre - ACL) accounted for 44.9% (including the Grid Market Tariffs (Tarifas de Uso do Sistema de Distribuição - TUSD)), while the Regulated Market Tariffs (Ambiente de Contratação Regulada - ACR) accounted for 55.1%.

 

The variations were mainly due to:

 

·     Average increase of 24.3% in ALC prices, with a 52.3% increase in consumption; and

·     Average increase of 0.3% in ACR tariffs, with a 10.2% decrease in consumption.

 

General expenses

 

Increase of R$ 100.7 million, or 52.5%, totaling R$ 292.4 million in 1Q20, compared to the R$ 191.7 million recorded in 1Q19, mainly due to:

 

·     Higher provisioning for lawsuits in 1Q20, in the amount of R$ 63.4 million, mainly because of reversals of lawsuits in 1Q19, in the amount of R$ 45.9 million, arising from changes in the expectation of loss; and

·     Higher provision for transfer to Municipal Sanitation Funds, in the amount of R$ 8.5 million, with the main increase referring to the municipality of São Paulo, totaling R$ 2.1 million.

 

Depreciation and amortization

 

Increase of R$ 72.7 million, or 17.7%, from the startup of intangible assets, in the amount of R$ 3.4 billion.

 

Allowance for doubtful accounts

 

Increase of R$ 149.7 million, as a result of higher default recorded in 1Q20 and the expectation of an increase in future losses, due to the economic instability worsened by COVID-19.

PAGE: 18 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

7.   Financial result

R$ million

 

 

 

Var.

 

1Q20

 1Q19

R$

%

Financial expenses, net of income

(159.0)

(150.7)

(8.3)

5.5

Monetary and exchange variations, net

(1,821.3)

0.2

(1,821.5)

-

Financial Result

(1,980.3)

(150.5)

(1,829.8)

-

 

Financial expenses, net of income

R$ million

 

 

 

Var.

 

1Q20

1Q19

R$

%

Financial expenses

Interest and charges on domestic loans and financing

(73.6)

(81.2)

7.6

(9.4)

Interest and charges on international loans and financing

(49.1)

(42.4)

(6.7)

15.8

Other financial expenses

(99.1)

(104.2)

5.1

(4.9)

Total financial expenses

(221.8)

(227.8)

6.0

(2.6)

Financial income

62.8

77.1

(14.3)

(18.5)

Financial expenses, net of income

(159.0)

(150.7)

(8.3)

5.5

 

 

Increase of R$ 8.3 million, due to:

 

·     R$ 7.6 million decrease in interest and charges on domestic loans and financing, mainly due to the reduction of the DI rate and the long-term interest rate in 1Q20 (3.65% and 5.09%, respectively), compared to 1Q19 (6.40% and 7.03%, respectively);

·     R$ 6.7 million increase in interest and charges on international loans and financing, as a result of: (i) higher appreciation of the Dollar against the Real in 1Q20, compared to the appreciation recorded in 1Q19 (29.0% and 0.6%, respectively); and (ii) appreciation of the Yen against the Real in 1Q20, compared to the depreciation recorded in 1Q19 (30.1% and -0.2%, respectively);

·     R$ 5.1 million decrease in other financial expenses, as a result of lower recognition of interest on lawsuits, in the amount of R$ 5.0 million; and

·     R$ 14.3 million decrease in financial income, mostly from the lower yield on financial investments in 1Q20, due to the reduction in the remuneration of the DI rate.

 

Monetary and exchange variations, net

R$ million

 

 

 

Var.

 

1Q20

1Q19

R$

%

Monetary and exchange variations on liabilities

 

Monetary variation on loans and financing

(18.6)

(16.7)

(1.9)

11.4

Exchange variation on loans and financing

(1,796.5)

(0.2)

(1,796.3)

-

Other monetary variations

(43.6)

(8.0)

(35.6)

445.0

Total monetary and exchange variations on liabilities

(1,858.7)

(24.9)

(1,833.8)

-

Monetary/exchange variation on assets

37.4

25.1

12.3

49.0

Monetary/exchange variations, net

(1,821.3)

0.2

(1,821.5)

-

 

The effect of net monetary and exchange variation in 1Q20 was R$ 1,821.5 million higher than in 1Q19, highlighting:

PAGE: 19 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

·     R$ 1,796.3 million increase in exchange variations on loans and financing, due to: (i) higher appreciation of the Dollar against the Real in 1Q20, compared to the appreciation recorded in 1Q19 (29.0% and 0.6%, respectively); and (ii) appreciation of the Yen against the Real in 1Q20, compared to the depreciation recorded in 1Q19 (30.1% and -0.2%, respectively); and

·     R$ 35.6 million increase in other monetary variations, due to: (i) monetary variation on the liabilities of the São Lourenço Production System, in the amount of R$ 18.8 million; and (ii) increase in monetary variation on lawsuits, in the amount of R$ 14.6 million.

 

8.   Income tax and social contribution

 

The loss recorded in 1Q20, mainly caused by the increase in expenses with exchange variation and allowance for doubtful accounts, reduced income tax and social contribution by R$ 663.2 million.

 

9.   Indicators

 

Operating

 

Operating indicators (*)

1Q20

1Q19

%

Water connections(1)

9,980

9,484

5.2

Sewage connections(1) 

8,375

7,893

6.1

Population directly served - water(2)

27.1

26.2

3.4

Population directly served - sewage(2)

23.9

22.8

4.8

Number of employees

13,923

14,213

(2.0)

Water volume produced(3)

731

719

1.6

IPM - Measured water loss (%)(4)

28.9

29.9

(3.3)

IPDt (liters/connection x day)(4)

284

291

(2.4)

 

(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 André

(*)  Unaudited

 

Managerial

 

The Managerial performance indicators below show gross revenue, operating expense and EBITDA, all of them per billed cubic meter.

The historical series is presented since 2014, based on quarterly accounting data released by the Company, excluding some non-recurring and significant events that would distort the result.

In order to check the behavior of the period on a same price basis, all indicators were calculated on average values for 1Q20, adjusted by the variation of the Amplified Consumer Price Index (IPCA).

Gross revenue per billed cubic meter shows average growth, especially after 3Q15. In 1Q20, the result was higher than in 1Q19.

Operating expenses per billed cubic meter increased in a controlled manner, compatible with the expansion of the operations, quarter over quarter, showing flat average behavior and disciplined management of costs.

Finally, EBITDA per cubic meter showed average growth in 1Q20, mainly because of the behavior of gross revenues and operating expenses.

PAGE: 20 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

Total Gross Revenue per m³ Billed - R$/m³

Figures at 1Q20 average prices, updated by IPCA

 

 

The following were not considered:

 

Revenue:

-  Construction revenue

-  R$ 928 million referring to the agreement with Guarulhos in 4Q18

-  R$ 1,254 million referring to the agreement with Santo André in 3Q19

 

 

 

Operating Expenses per m³ Billed - R$/m³

Figures at 1Q20 average prices, updated by IPCA

 

 

 

Expenses considered: personnel, treatment materials, general supplies, third-party services, electricity, general expenses and tax expenses

 

Reversals excluded:

-  R$ 696 million referring to the agreement with the State Government in 1Q15

-  R$ 307 million referring to the migration of the additional pension plan in 3Q16

-  R$ 173 million referring to the end of TAC Retirees in 3Q19

PAGE: 21 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

 

EBITDA per m³ Billed - R$/m³

Figures at 1Q20 average prices, updated by IPCA

 

 

 

The following were not considered:

 

Revenue:

-  R$ 928 million referring to the agreement with Guarulhos in 4Q18

-  R$ 1.254 million referring to the agreement with Santo André in 3Q19

 

Reversal of Expenses:

-  R$ 696 million referring to the agreement with the State Government in 1Q15

-  R$ 307 million referring to the migration of the additional pension plan in 3Q16

-  R$ 173 million referring to the end of TAC Retirees in 3Q19

 

Economic

 

Economic variables at the close of the quarter (*)

1Q20

1Q19

Amplified Consumer Price Index(1)

0.53

1.51

National Consumer Price Index(1)

0.54

1.68

Consumer Price Index(1)

0.50

1.64

Referential Rate(1)

0.0000

0.0000

Interbank Deposit Certificate(2)

3.65

6.40

DOLLAR(3)

5.1987

3.8967

YEN(3)

0.04835

0.03521

 

(1) Accrued in the year (%)

(2) Annual average

(3) Ptax sale rate on the last day

(*) Unaudited

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ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

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Comments on the Company’s Performance

 

10.   Loans and financing

 

On April 27, 2020, the Company held its 25th debenture issue, in a single series, in the amount of R$ 1.45 billion. The proceeds will be allocated to refinance financial commitments maturing in 2020 and to recompose cash. The maturity will be October 2021 at an interest rate of CDI + 3.30% p.a.

It is also worth noting that the Company translated into Reais the debit balance of loan 2202/OC-BR contracted with the Inter-American Development Bank (BID) related to Phase III of the Tietê River Depollution Program, amounting to US$ 494,616,801.20, as detailed below:

 

·      Date: Execution: April 27, 2020 / effective: May 5, 2020

·      Expiration: September 3, 2035

·      Amortization: semi-annual installments

·      Total amount:

Ø  From: US$ 494,616,801.20

Ø  To: R$ 2,810,907,281.22

·      Interest rate:

Ø  From: Dollar - Libor 3 months + 0.39% per year (*)

Ø  To: Reais - DI + 0.06% per year (*)

(*) On this rate, the variable margin for borrowings from BID Ordinary Capital is added. This rate is periodically determined by the bank and today is at 80 bps

 

                  R$ mil 
  DEBT PROFILE
INSTITUTION  2020  2021  2022  2023  2024  2025  2026 TOTAL  %
Total
Local                   
Debentures  267,386  486,141  565,208  367,886  702,802  282,068  651,173  3,322,664  23 
Brazilian Federal Savings Bank  63,998  89,190  94,042  86,950  85,771  91,143  919,259  1,430,353  10 
BNDES  100,938  134,584  134,584  128,892  123,400  105,467  435,966  1,163,831  8 
Lease  79,224  50,758  35,024  34,039  37,080  40,401  258,976  535,502  4 
Others  1,396  2,918  3,101  3,050  1,384  1,269  -  13,118  0 
Interest and charges  52,200  -  -  -  -  -  -  52,200  0 
Total Local  565,142  763,591  831,959  620,817  950,437  520,348  2,265,374  6,517,668  45 
Foreign                   
BID  109,664  219,327  219,327  219,327  219,327  219,327  1,644,141  2,850,440  20 
BIRD  15,803  31,606  31,606  31,606  31,606  31,606  269,251  443,084  3 
Eurobonds  1,818,927  -  -  -  -  -  -  1,818,927  13 
JICA  106,795  203,546  203,546  203,546  203,546  203,546  1,529,089  2,653,614  18 
BID 1983AB  91,977  39,990  39,990  38,734  -  -  -  210,691  1 
Interest and other charges  55,944  -  -  -  -  -  -  55,944  0 
Total Foreign  2,199,110  494,469  494,469  493,213  454,479  454,479  3,442,481  8,032,700  55 
Total  2,764,252  1,258,060  1,326,428  1,114,030  1,404,916  974,827  5,707,855  14,550,368  100 

 

 

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ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

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Comments on the Company’s Performance

 

Covenants

 

The table below shows the most restrictive covenants in 1Q20:

 

Covenants

Adjusted EBITDA/Adjusted Financial Expenses

Equal to or higher than 2.80

Adjusted Net Debt/Adjusted EBITDA

Equal to or lower than 3.80

Adjusted Total Debt /Adjusted EBITDA

Lower than 3.65

Other Onerous Debt (1)/Adjusted EBITDA

Equal to or lower than 1.30

Adjusted Current Ratio

Higher than 1.00

EBITDA/Financial Expenses Paid

Equal to or higher than 2.35

Net Debt/Adjusted EBITDA

Equal to or lower than 3.50

(1) Other Onerous Debts” correspond to the sum of pension plan liabilities and healthcare plan, installment payment of tax debts and installment payment of debts with the electricity supplier.

 

 

11.   Capex

The Company invested R$ 715.9 million in 1Q20,  R$ 283.7 million of which correspond to investments that did not affect cash.

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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 (GESP). The Company is engaged in the provision of basic and environmental sanitation services in the São Paulo State, as well as it supplies treated water and sewage services on a wholesale basis.

 

In addition to providing basic sanitation services in the São Paulo State, 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 March 31, 2020, the Company operated water and sewage services in 372 municipalities of the São Paulo State. Most of these municipalities’ operations are based on 30-year concession, program and services contracts; of the 372 municipalities served, 326 have already signed contracts, pursuant to Law 11,445/2007.

 

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 of the municipalities served:

 

 

March 31,

2020

December 31,

 2019

March 31,

2019

 

 

 

 

Total municipalities that have already signed contracts*

328

325

307

   Balance – intangible and contract assets

36,171,535

35,990,087

29,399,362

   Percentage of intangible and contract assets

90.05%

90.10%

79.94%

   Revenue from sanitation services (excluding construction revenue)

3,498,608

13,700,777

2,991,621

   Percentage of revenue from sanitation services (excluding construction revenue)

91.97%

84.92%

84.60%

 

 

 

 

Municipalities with contracts under negotiation (expired):

20

21

35

   Balance – intangible and contract assets

1,627,183

1,637,878

4,448,997

   Percentage of intangible and contract assets

4.05%

4.10%

12.10%

   Revenue from sanitation services (excluding construction revenue)

127,216

451,603

247,981

   Percentage of revenue from sanitation services (excluding construction revenue)

3.34%

2.80%

7.01%

 

 

 

 

Municipalities with concession agreements due by 2030:

26

27

31

   Balance – intangible and contract assets

1,183,899

1,181,172

1,990,562

   Percentage of intangible and contract assets

2.95%

2.96%

5.41%

   Revenue of revenue from sanitation services (excluding construction revenue)

149,229

588,628

255,663

   Percentage of revenue from sanitation services (excluding construction revenue)

3.92%

3.65%

7.23%

 

 

 

 

Municipality of São Paulo:

 

 

 

   Percentage of intangible and contract assets

43.00%

43.37%

46.76%

   Percentage of revenue from sanitation services (excluding construction revenue)

45.65%

44.48%

47.39%

* Includes the municipalities of Tapiratiba and Tejupá, which signed contracts in October 2019 and March 2020, and will be provided with services as from April and September 2020, respectively.

 

 

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Notes to the Interim Financial Information

 

 

 

The Company operates under an authorization by public deeds, which are valid and governed by the Brazilian Civil Code, in the municipalities of Ilhabela, Juquitiba and Ubatuba. The revenue from sanitation services (excluding construction revenue) of these municipalities in the three-month period ended March 31, 2020, totaled R$ 25,351 (R$ 23,710 in the three-month period ended March 31, 2019) and the total amount of intangible and contract assets for these municipalities was R$ 351,455 as of March 31, 2020 (R$ 351,441 as of March 31, 2019).

 

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

 

Economic instability worsened by COVID-19

 

The global economic instability worsened in early 2020 with the outbreak of a new coronavirus, which was considered pandemic by the World Health Organization.  Accordingly, SABESP  has adopted and has taken all preventive measures to ensure the continuity and quality of the services provided to the population, given that the services rendered by the Company have become even more essential to the society in the context of the COVID-19  pandemic and any interruption in water supply by a basic sanitation company may compromise the guidance given by the World Health Organization (WHO) for everyone to keep good hygiene habits, such as washing hands correctly and more frequently.

 

The Company implemented a number of preventive measures so that its employees are not exposed situations of risks, such as: (i) employees from the administrative sectors (especially) and those with more than 60 years of age are working from their houses; (ii) restriction of domestic and international trips; (iii) use of remote means of communication; and (iv) anticipation of the vaccination campaign; among others. The Company also took all necessary preventive measures so that employees with strategic functions can work without increasing the risk of contamination, thus ensuring the continuity in the provision of essential services.

 

Some materials used to treat water and sewage are imported and may undergo some type of restriction, but they can be replaced by alternative products in Brazil. Accordingly, Management does not expect any negative effects on the Company’s operations.

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Notes to the Interim Financial Information

 

 

As of March 19, 2020, the Company’s Board of Directors approved the proposal to exempt customers in the Residencial Social and Residencial Favela categories from paying water and sewage bills. The exemption comprises all municipalities operated by the Company, for a period of 90 days for bills issued as of April 1, 2020.

 

The economic instability, worsened by the COVID-19 pandemic, brought adverse effects to the Company, such as a reduction in revenues from commercial and industrial customers, postponement of the tariff adjustment, increase in default, high exchange volatility and increase in the cost of new fundraisings. Opposed to the adverse effects, there was a positive effect, such as the increase in revenues from residential customers, except for the social and favela categories, as well as the postponement of the payment of 50% of the Regulation, Control and Inspection Fee (TRCF) to January 2021.

 

Because of the adverse effects, the Company reduced expenses and budget adjustments to preserve economic and financial sustainability and, on April 27, 2020,  it held the 25th debenture issue in the amount of R$ 1.45 billion. In addition to these initiatives, on April 28, 2020, the Company concluded the translation of a debt  contracted with the Inter-American Development Bank (BID), from US$ 494.6  million  to R$ 2,810.9 million, reducing its exposure to the variation of the US dollar.

 

Management expects that the initiatives implemented because of the impacts above-mentioned, in addition to the signature of contracts with the municipalities of Guarulhos and Santo André, improved water security, due to the works carried out, and the credit lines contracted for purposes of investments, will be sufficient to meet its commitments and not compromise the Company’s continuity.

 

The financial statements were approved by the Board of Directors on May 14, 2020.

 

 

2                Basis of preparation and presentation of the interim financial information

 

Presentation of the interim financial information

 

The interim financial information as of March 31, 2020, was prepared based on the provisions of CPC 21 (R1) – Interim Financial Information and the international standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), applicable to the preparation of Quarterly Information Form – ITR and they are fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). 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 March 31, 2020, 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, 2019, prepared pursuant to the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB and pursuant to the accounting practices adopted in Brazil, which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee - CPC. Therefore, in this interim financial information, the notes below were either not presented or are not as detailed as those in the annual financial statements (according to numerical references):

 

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

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

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

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

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

vi.          Investments (Note 11);

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Notes to the Interim Financial Information

 

 

vii.          Contract asset (Note 13)

viii.          Intangible assets (Note 14);

ix.          Borrowings and financing (Note 16);

x.          Deferred taxes and contributions (Note 18);

xi.          Provisions (Note 19);

xii.          Employees benefits (Note 20);

xiii.          Equity (Note 23);

xiv.          Insurance (Note 26);

xv.          Financial income (expenses) (Note 29).

 

All material information related to the interim financial 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

 

The accounting policies used in the preparation of the interim financial information for the quarter ended March 31, 2020 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2019, disclosed on Note 3.

 

 

4                Risk Management

 

4.1  Financial Risk Management Financial risk factors

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

 

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

 

(a)               Market risk

Foreign currency risk

 

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

 

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

 

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Notes to the Interim Financial Information

 

 

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$ 8,055,497 as of March 31, 2020 (R$ 6,382,009 as of December 31, 2019). The Company’s exposure to exchange risk is as follows:

 

 

March 31, 2020

December 31, 2019

 

Foreign currency

R$

Foreign currency

R$

 

 

 

 

 

Borrowings and financing – US$

1,027,747

5,342,948

1,051,881

4,239,817

Borrowings and financing – Yen

54,945,303

2,656,605

56,452,885

2,097,225

Interest and charges from borrowings and financing – US$

 

50,638

 

32,242

Interest and charges from borrowings and financing – Yen

 

5,306

 

12,725

Total exposure

 

8,055,497

 

6,382,009

Borrowing cost – US$

 

(19,806)

 

(20,173)

Borrowing cost – Yen

 

(2,991)

 

(3,038)

Total foreign currency-denominated borrowings (Note 15)

 

8,032,700

 

6,358,798

 

 

The 26.3% increase in foreign currency-denominated debt from March 31, 2019 to March 31, 2020 was mainly due to the appreciation of the US dollar and Yen against the Real, as shown below:

 

 

March 31,

 

December 31,

 

2020

 

2019

 

Var.

US$

R$ 5.1987

 

R$ 4.0307

 

29.0%

Yen

R$ 0.04835

 

R$ 0.03715

 

30.1%

 

From January to March 2020, the Company recorded R$ 1,796,539 from the exchange variation of the borrowing and financing agreements. As of March 31, 2020, 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, effects on results before taxes on the three-month period ended March 31, 2020 would have been R$ 805,550 (R$ 663,328 for the three-month period ended March 31, 2019), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated loans.

 

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

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Notes to the Interim Financial Information

 

 

 

Scenario I

 

Scenario II

 

Scenario III

(Probable)

 

(+25%)

 

(+50%)

(*)

 

 

 

 

Net currency exposure as of March 31, 2020 (Liabilities) in

 

 

 

 

 

US$

1,027,747

 

1,027,747

 

1.027.747

US$ rate as of March 31, 2020

5.1987

 

5.1987

 

5,1987

Exchange rate estimated according to the scenario

5.0000

 

6.2500

 

7,50000

Difference between the rates

0.1987

 

(1.0513)

 

(2,3013)

 

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

 

204,213

 

 

(1,080,470)

 

 

(2.365.154)

Net currency exposure as of March 31, 2020 (Liabilities) in

 

 

 

 

 

Yen

54,945,303

 

54,945,303

 

54.945.303

 

Yen rate as of March 31, 2020

 

0.04835

 

 

0.04835

 

 

0,04835

Exchange rate estimated according to the scenario

0.04888

 

0.06110

 

0,07332

Difference between the rates

(0.00053)

 

(0.01275)

 

(0,02497)

 

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

 

(29,121)

 

 

(700,553)

 

 

(1.371.984)

 

Total effect on net financial result in R$ -

 

 

 

 

 

gain/(loss)

175,092

 

 (1,781,023)

 

 (3,737,138)

 

 (*) For the probable scenario in US dollar, the exchange rate estimated for March 31, 2021 was used, pursuant to the BACEN Focus Report of May 8, 2020, while for the Yen, the average exchange rate was considered for the 12-month period after March 31, 2020, according to B3’s Reference Rates report of March 31, 2020.

 

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.

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Notes to the Interim Financial Information

 

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

 

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

 

 

March 31, 2020

 

December 31, 2019

CDI (i)

1,866,755

 

1,866,755

TR (ii)

1,669,015

 

1,675,203

IPCA (iii)

1,075,768

 

1,366,134

TJLP (iv)

1,329,460

 

1,381,342

LIBOR (v)

3,523,404

 

2,829,073

Interest and charges

64,187

 

105,667

Total

9,528,589

 

9,224,174

 

(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 inflation adjustment 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 March 31, 2020, 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 three-month period ended March 31, 2020 would have been R$ 95,286 (R$ 81,193 for the three-month period ended March 31, 2019), 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 March 31, 2020 are the carrying amounts of instruments classified cash and cash equivalents, restricted cash, trade receivables and accounts receivable from related parties in the reporting period. 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 loss 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:

 

 

March 31, 2020

 

December 31, 2019

Cash and cash equivalents

 

 

 

AA(bra)

2,266,090

 

2,193,725

AAA(bra)

38,514

 

41,992

Other (*)

18,762

 

17,493

 

2,323,366

 

2,253,210

 

(*) 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 March 31, 2020, 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)

 

A1.br

 

brAAA

 

(c)        Liquidity risk

 

The Company's liquidity is primarily reliant upon cash provided by operating activities and borrowings and financing obtained in the local and international capital markets. The liquidity risk management considers the assessment of its liquidity requirements to ensure it has sufficient cash to meet its operating and capital expenditures needs, as well as the payment of debts.

 

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

 

The table below shows the Company’s financial liabilities, into relevant maturities, including the installments of principal and future interest to be paid according to the agreement. Future interest was calculated based on the contractual clauses for all agreements. For agreements with floating interest rate, the interest rates used correspond to the base date of March 31, 2020.

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Notes to the Interim Financial Information

 

 

 

April to

December

 

 

 

 

 

2025

 

2020

2021

2022

2023

2024

onwards

Total

March 31, 2020

 

 

 

 

 

 

 

Liabilities

Borrowings and financing

3,150,697

1,700,750

1,726,494

1,447,671

1,695,025

7,721,598

17,442,235

Trade payables and contractors

242,106

-

-

-

-

-

242,106

Services payable

632,181

-

-

-

-

-

632,181

Public-Private Partnership – PPP

368,536

383,421

383,421

383,421

338,765

4,615,324

6,472,888

Program contract commitments

246,854

47,228

32,478

32,478

1,026

13,923

373,987

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 and the most restrictive ones are shown in Note 15 (b).

 

(d)       Sensitivity analysis on interest rate risk

 

The table below shows the sensitivity analysis of the financial instruments, prepared in accordance with CVM Rule 475/2008 in order to evidence the balances of main financial assets and liabilities, calculated at a rate projected for the twelve-month period after March 31, 2020, 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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Version : 1

 

Notes to the Interim Financial Information

 

March 31, 2020

Indicators

 

Exposure

 

Scenario I (Probable) (i)

 

Scenario II 25%

 

Scenario III 50%

 

Assets

CDI

 

 

 

2,221,779

 

 

 

5.00%(*)

 

 

 

3.75%

 

 

 

2.50%

Financial income

 

 

 

111,089

 

83,317

 

55,544

Liabilities

CDI

 

 

 

(1,866,755)

 

 

 

5.00%(*)

 

 

 

3.75%

 

 

 

2.50%

Interest to be incurred

 

 

 

(93,338)

 

(70,003)

 

(46,669)

CDI net exposure

 

355,024

 

17,751

 

13,314

 

8,875

Liabilities

TR

 

 

 

(1,669,015)

 

 

 

0.00%(***)

 

 

 

0.00%

 

 

 

0.00%

Expenses to be incurred

 

 

 

-

 

-

 

-

IPCA

 

(1,075,768)

 

3.57%(*)

 

4.46%

 

5.36%

Expenses to be incurred

 

 

 

(38,405)

 

(47,979)

 

(57,661)

TJLP

 

(1,329,460)

 

5.09%(*)

 

6.36%

 

7.64%

Interest to be incurred

 

 

 

(67,670)

 

(84,554)

 

(101,571)

LIBOR

 

(3,523,404)

 

0.64%(**)

 

0.80%

 

0.96%

Interest to be incurred

 

 

 

(22,550)

 

(28,187)

 

(33,825)

Total net expenses to be incurred

(110,874)

(147,406)

(184,182)

 

(*)      Source: CDI and IPCA (BACEN Focus Report, March 31, 2020) and long-term interest rate as of March 31, 2020 (BACEN).

(**) Source: Bloomberg.

(***) Source: B3.

 

(i Refers to the scenario of interest to be incurred for the 12 months as of March 31, 2020 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.

 

 

March 31, 2020

December 31, 2019

 

 

Total borrowings and financing (Note 15)

 

 

14,550,368

 

 

13,244,709

(-) Cash and cash equivalents (Note 6)

(2,323,366)

(2,253,210)

 

 

Net debt

 

 

12,227,002

 

 

10,991,499

Total equity

20,977,837

21,635,783

 

 

Total (shareholders plus creditor’s equity)

 

 

33,204,839

 

 

32,627,282

 

 

Leverage ratio

 

 

37%

 

 

34%

 

 

As of March 31, 2020, the leverage rate increased to 37% compared to the 34% as of December 31, 2019, mainly because of the increase in net debt, due to the appreciation of the US dollar and Yen, as well as by the reduction in equity arising from the loss reported in the period.

 

4.3 Fair value estimates

 

The Company considers that balances from trade receivables (current) and trade payables 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

 

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 assets 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

 

  March 31, 2020  December 31, 2019 
  Carrying amount  Fair value  Carrying amount  Fair value 
Cash and cash equivalents  2,323,366  2,323,366  2,253,210  2,253,210 
Restricted cash  26,363  26,363  26,018  26,018 
Trade receivables  2,301,612  2,301,612  2,353,027  2,353,027 
ANA  32,558  32,558  32,466  32,466 
Other assets  231,649  231,649  194,178  194,178 

 

 

 

Additionally, SABESP has financial assets receivable from related parties, totaling R$ 825,671 as of March 31, 2020 (R$ 850,896 as of December 31, 2019), which were calculated in accordance with the conditions negotiated between the related parties. The conditions and additional information related to these financial instruments are disclosed in Note 9 to the financial statements. Part of this balance, totaling R$ 728,022 (R$ 747,579 as of December 31, 2019), refers to reimbursement of additional retirement and pension plan - G0 and is indexed by IPCA plus simple interest of 0.5% p.m. On the transaction date, this interest rate approximated that of National Treasury Notes (NTN-b), with a term similar to the terms of related-party transactions.

 

Financial liabilities

 

  March 31, 2020 December 31, 2019
  Carrying amount  Fair value  Carrying amount  Fair value 
Borrowings and financing  14,550,368  15,454,455  13,244,709  13,937,611 
Trade payables and contractors  242,106  242,106  369,631  369,631 
Services payable  632,181  632,181  474,078  474,078 
Program contract commitments  352,606  352,606  377,253  377,253 
Public-Private Partnership - PPP  3,272,700  3,272,700  3,293,980  3,293,980 

 

 

 

The criteria adopted to obtain the fair values of borrowings and financing, in preparing the interim financial information as of March 31, 2020, are consistent with those adopted in the Annual Financial Statements for the fiscal year ended December 31, 2019.

 

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, except for borrowings and financing, taking into account the maturities close to the end of the reporting date, 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

 

The preparation of the financial statements requires Management to make judgements and use assumptions based on experience and other factors deemed as relevant, which affect the values of assets and liabilities and present results that may differ from the actual ones.

 

The areas that require a higher level of judgment and greater complexity, as well as the areas in which assumptions and estimates are significant for the financial statements are: (i) allowance for doubtful accounts, (ii) intangible assets arising from concession agreements and program contracts, (iii) pension plan liabilities, (iv) deferred income tax and social contribution, and (v) provisions.

 

6                Cash and cash equivalents

 

 

 

March 31, 2020

December 31, 2019

 

Cash and banks

 

101,587

 

176,497

Cash equivalents

2,221,779

2,076,713

Total

2,323,366

2,253,210

 

Cash and cash equivalents include cash, bank deposits and high-liquidity short-term financial investments, mainly represented by repurchase agreements and fund shares (accruing CDI interest rates), whose original maturities or intention of realization by the Company are lower than three months, which are convertible into a cash amount and subject to an insignificant risk of change in value, deposited in a fund, in which SABESP is exclusive quotaholder, at Banco do Brasil.

 

The fund is intended, exclusively, to receive funds from SABESP and, as of March 31, 2020, it was essentially composed of investments in governments bonds, repurchase agreements backed by national treasury notes and fixed income financial assets.

 

Due to SABESP is the exclusive quotaholder and has control over the fund, it should be consolidated in the Company's financial statements; however, due to the fact that 99% of the balance has already been presented in SABESP's financial statements under the items cash and cash equivalents and the magnitude of the remaining balance, referring to the fund's management and maintenance expenses, is irrelevant, the Company decided not to present the balances between Parent Company and Consolidated due to the fact that there is no significant difference between such balances and for not generating relevant disclosure to users of the financial statements.

 

As of March 31, 2020, the average yield of financial investments corresponds to 95.44% of CDI (98.02% as of December 31, 2019).

 

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Notes to the Interim Financial Information

 

 


7

Restricted cash

 

 

 

March 31, 2020

December 31, 2019

 

 

 

Agreement with the São Paulo government (i)

 

 

17,200

 

 

17,068

 

Brazilian Federal Savings Bank – escrow deposits (ii)

3,388

2,245

 

Other

5,775

6,705

 

 

26,363

26,018

 

(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.

 

 

8

Trade receivables

 

(a)      Statement of financial position details

 

 

 

March 31, 2020

 

December 31, 2019

 

Private sector:

 

 

 

 

General (i) and special (ii) customers

1,617,327

 

1,505,150

 

Agreements (iii)

390,625

 

378,341

 

 

 

2,007,952

 

 

1,883,491

 

Government entities:

 

 

 

 

Municipal

467,397

 

472,666

 

Federal

4,160

 

2,805

 

Agreements (iii)

302,796

 

277,047

 

 

 

774,353

 

 

752,518

 

Wholesale customers – Municipal governments: (iv)

 

 

 

 

Mogi das Cruzes

3,266

 

3,278

 

São Caetano do Sul

6,912

 

9,871

 

 

Total wholesale customers – Municipal governments

 

10,178

 

 

13,149

 

 

Unbilled supply

 

670,134

 

 

745,884

 

 

Subtotal

 

3,462,617

 

 

3,395,042

 

Allowance for doubtful accounts

(1,161,005)

 

(1,042,015)

 

 

Total

 

2,301,612

 

 

2,353,027

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Notes to the Interim Financial Information

 

 

 

 

March 31, 2020

 

December 31, 2019

 

Current

 

2,071,837

 

 

2,137,752

Noncurrent

229,775

 

215,275

 

 

2,301,612

 

 

2,353,027

 

(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

(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 the municipality of Mauá, as it is questioning in court the tariffs charged. Therefore, SABESP did not record revenues and receivables from such Municipality 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.

The historical value of unrecognized receivables of the municipality of Mauá totaled R$ 697,396 and R$ 677,298 as of March 31, 2020 and December 31, 2019, respectively.

 

(b)        The aging of trade receivables is as follows

 

 

March 31, 2020

December 31, 2019

 

Current

 

1,726,669

 

1,762,606

Past-due:

 

 

Up to 30 days

356,573

330,488

From 31 to 60 days

174,427

164,913

From 61 to 90 days

102,476

86,765

From 91 to 120 days

69,266

58,971

From 121 to 180 days

110,266

81,003

From 181 to 360 days

34,032

33,206

Over 360 days

888,908

877,090

 

Total past-due

 

1,735,948

 

1,632,436

 

Total

 

3,462,617

 

3,395,042

 

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

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Notes to the Interim Financial Information

 

 

(c)        Allowance for doubtful accounts

 

 

January to March 2020

January to March 2019

 

Balance at the beginning of the period

 

1,042,015

 

1,099,442

Private sector/government entities

126,487

(9,857)

Recoveries

(7,497)

(8,505)

 

Net additions/(recoveries) in the period

 

118,990

 

(18,362)

 

Balance at the end of the period

 

1,161,005

 

1,081,080

 

 

Reconciliation of estimated/historical losses at the result

 

 

 

January to March 2020

 

 

 

January to March 2019

 

Write-offs

 

(37,768)

 

(22,812)

(Losses)/reversal with state entities – related parties

(731)

(3,310)

(Losses) with private sector/government entities

(126,487)

9,857

Recoveries

7,497

8,505

 

Amount recorded as expense

 

(157,489)

 

(7,760)

 

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

 

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

 

 

March 31, 2020

December 31, 2019

Accounts receivable

 

 

Current:

 

 

Sanitation services

128,493

131,851

Allowance for losses

(40,148)

(39,417)

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

 

 

- Monthly flow (payments)

15,678

31,584

- GESP Agreement 2015

71,235

68,888

 

Total current

 

175,258

 

192,906

 

Noncurrent:

 

 

Agreement for the installment payment of sanitation services

9,304

10,883

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

 

 

-GESPAgreement 2015(iv) 

641,109

647,107

 

Total noncurrent

650,413

657,990

Total receivables from shareholders

825,671

850,896

 

Assets:

 

 

Sanitation services

97,649

103,317

Reimbursement of additional retirement and pension benefits paid (G0)

728,022

747,579

 

Total

 

825,671

 

850,896

 

Liabilities:

 

 

Interest on capital payable to related parties

401,963

401,963

 

 

January to March 2020

 

January to March 2019

 

 

Revenue from sanitation services

 

 

141,885

 

 

123,000

Payments from related parties

(149,495)

(125,098)

 

Receipt of GESP reimbursement referring to Law 4,819/1958

 

(54,202)

 

(44,786)

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Notes to the Interim Financial Information

 

 

(b)        São Paulo State Government – GESP

 

(i)             Disputed amounts

 

As of March 31, 2020 and December 31, 2019, the disputed amounts between SABESP and GESP, corresponding to additional retirement and pension benefits paid (Law 4,819/1958), totaled R$ 1,216,018 and R$ 1,195,217, 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 March 31, 2020 and December 31, 2019, the amounts corresponding to the actuarial liability totaled R$ 3,055,143 and R$ 3,046,255, respectively. For detailed information on additional retirement and pension benefits, see Note 19 (b).

 

(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 March 31, 2020, the balances of the agreement totaled R$ 17,233 and R$ 91,396 (R$ 16,653 and R$ 87,231 as of December 31, 2019), recorded in Other liabilities, under current and noncurrent liabilities, respectively.

 

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

 

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

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Notes to the Interim Financial Information

 

 

(e)        Guarantees

 

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

 

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

 

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully charged. From January to March 2020 and 2019, the expenses related to employees assigned by SABESP to other state government entities amounted to R$ 688 and R$ 1,454.

 

From January to March 2020, expenses related to personnel assigned by other entities to the Company totaled
R$ 80, and correspond to a member of the Board of Executive Officers. There were no expenses in the same period in 2019
.

 

(g)        Non-operating assets

 

As of March 31, 2020 and December 31, 2019, the Company had an amount of R$ 3,613 related to land and lent structures.

 

(h)       SABESPREV

 

The Company sponsors a private defined benefit pension plan (G1 Plan), which is operated and administered by SABESPREV. The net actuarial liability recognized as of March 31, 2020 amounted to R$ 311,543 (R$ 314,677 as of December 31, 2019), according to Note 19 (b).

 

(i)         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$ 1,583 from January to March 2020 and R$ 1,013 from January to March 2019, respectively. Additional amounts of R$ 360 and R$ 170, related to the bonus program, was recorded from January to March 2020 and 2019, respectively.

 

(j)         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.

 

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

 

As of March 31, 2020, the balance of principal and interest of this agreement totaled R$ 32,425, which was recorded in Noncurrent assets, under Other assets (R$ 34,992 as of December 31, 2019), at CDI + 1.2% p.a. As of January 27, 2020, the Company received R$ 3,000, of which R$ 1,231 for amortization of principal and R$ 1,769 for amortization of interest.

 

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.

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Notes to the Interim Financial Information

 

 

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

 

The State Government enacted the State Law 14,687/2012, 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 March 31, 2020, the program total amount was R$ 119,763 (R$ 117,272 as of December 31, 2019); as of March 31, 2020 and December 31, 2019, there was no balance receivable from related parties. As of March 31, 2020, R$ 67,589 (R$ 65,099 as of December 31, 2019) was recorded under intangible assets. R$ 52,174 was reimbursed by GESP (R$ 52,174 as of December 31, 2019) from the beginning of the program until March 31, 2020.

 

 

10             Investments

 

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

 

The Company holds interest valued by the equity accounting in the following investees:

 

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

 

 

Equity

Dividends distributed

Profit (loss) for the period

 

March

31,

2020

December 31,

2019

January to March

2020

January to March

2020

(*)

January to March

2019

     

 

 

 

 

Sesamm

47,667

45,923

-

1,744

-

(648)

Águas de Andradina

27,292

30,065

(1,056)

908

(2,625)

434

Águas de Castilho

7,285

7,242

(394)

424

13

184

Saneaqua Mairinque

4,167

4,783

-

(616)

-

(313)

Attend Ambiental

10,020

7,486

-

2,569

(35)

(545)

Aquapolo Ambiental

42,623

37,772

-

4,851

-

4,448

Paulista Geradora de Energia

7,136

7,144

-

(8)

-

(113)

 

 

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Notes to the Interim Financial Information

 

 

 

 

Investments

Dividends distributed

Equity result

Interest percentage

 

March

31,

2020

December

31,

2019

January to March 2020

January to March 2020

(*)

January to March 2019

March

31,

2020

December

31,

2019

     

 

 

 

     

Sesamm

17,161

16,533

-

628

-

(233)

36%

36%

Águas de Andradina

8,188

9,020

(317)

272

(787)

130

30%

30%

Águas de Castilho

2,186

2,172

(118)

128

4

54

30%

30%

Saneaqua Mairinque

1,249

1,434

-

(185)

-

(94)

30%

30%

Attend Ambiental

4,509

3,369

-

1,156

(16)

(246)

45%

45%

Aquapolo Ambiental

20,885

18,508

-

2,377

-

2,180

49%

49%

Paulista Geradora de Energia

1,784

1,786

-

(2)

-

(27)

25%

25%

Total

55,962

52,822

(435)

4,374

(799)

1,764

 

 

 

Other investments

365

365

 

 

 

 

 

 

 

Total

56,327

53,187

 

 

 

 

 

 

 

(*) Refer to changes in the equity of investees, as their financial statements for the year ended December 31, 2019 were issued after disclosure of SABESP’s financial statements.

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Notes to the Interim Financial Information

 

 

11          Investment properties

 

 

December 31,

2019

Depreciation

March 31,

2020

 

 

 

 

Investment properties

47,562

(12)

47,550

 

 

December 31,

2018

Depreciation

March 31,

2019

 

 

 

 

Investment properties

47,620

(12)

47,608

 

 

 

As of March 31, 2020 and December 31, 2019, the market value of these properties was approximately R$ 392,000 and R$ 386,000, respectively.

 

 

12          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 13.

 

 

December 31,

 2019

Additions (ii)

Transfers

Transfer of works to intangible assets

March 31,

 2020 (i)

 

 

 

 

 

 

Total contract asset

7,617,714

681,120

35

(308,994)

7,989,875

 

 

December 31, 2018

Additions

Transfer of works to intangible assets

March 31, 2019

 

 

 

 

 

Total contract asset

7,407,948

667,391

(237,756)

7,837,583

 

 

 

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Notes to the Interim Financial Information

 

 

 

(i)              The largest works are located in the municipalities of São Paulo, Praia Grande and São Bernardo do Campo, in the amounts of R$ 3,622 million, R$ 396 million and R$ 375 million, respectively.

(ii)             The largest additions of the period are located in the municipalities of São Paulo, Praia Grande and São Bernardo do Campo, in the amounts of R$ 230 million, R$ 52 million and R$ 42 million, respectively.

 

As of March 31, 2020, the contract asset included R$ 276,893, recorded as lease (R$ 276,893 as of December 31, 2019).

 

 

13          Intangible assets

 

(a)        Statement of financial position details

 

  March 31, 2020 December 31, 2019
 
    Accumulated      Accumulated   
  Cost  amortization  Net  Cost  amortization Net  
Intangible right arising from:             
Concession agreements – equity value  2,076,890  (581,673)  1,495,217  2,066,459  (571,606)  1,494,853 
Concession agreements – economic value  1,351,089  (643,454)  707,635  1,334,531  (621,679)  712,852 
Program contracts  19,554,671  (5,769,649)  13,785,022  19,413,768  (5,594,068)  13,819,700 
Program contracts – commitments  1,651,434  (299,319)  1,352,115  1,651,434  (286,559)  1,364,875 
Service contracts – São Paulo  19,334,654  (5,041,502)  14,293,152  19,217,091  (4,826,328)  14,390,763 
Software license of use  839,733  (373,954)  465,779  829,739  (358,033)  471,706 
Right of use  136,230  (56,909)  79,321  113,233  (42,535)  70,698 
Total  44,944,701  (12,766,460)  32,178,241  44,626,255  (12,300,808)  32,325,447 

 

 

(b)        Changes

 

 

December

31,

 2019

Additions

Contract renewal

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

March

31,

2020

Intangible right arising from:

 

 

 

 

 

 

 

 

Concession agreements – equity value (*)

1,494,853

-

(12,383)

28,026

73

(192)

(15,160)

1,495,217

Concession agreements – economic value 

712,852

-

-

16,634

(3)

(2)

(21,846)

707,635

Program contracts (*)

13,819,700

1,572

12,383

131,891

1,310

(2,219)

(179,615)

13,785,022

Program contracts – commitments 

1,364,875

-

-

-

-

-

(12,760)

1,352,115

Service contracts – São Paulo

14,390,763

700

-

123,026

(2,203)

(2,940)

(216,194)

14,293,152

Software license of use

471,706

-

-

9,417

455

-

(15,799)

465,779

Right of use

70,698

22,997

-

-

-

-

(14,374)

79,321

Total

32,325,447

25,269

-

308,994

(368)

(5,353)

(475,748)

32,178,241

 

 

(*)  As of March 31, 2020,  Concession agreements   equity value, and Program contracts included leases in the amounts of R$ 84,563  and  R$ 202,445  (R$ 87,266  and R$ 205,558 as of December 31, 2019), respectively.

PAGE: 47 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

December 31, 2018

Firs-time adoption of IFRS 16

Additions

Transfer to indemnities receivable

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

March 31,

2019

Intangible right arising from:

 

 

 

 

 

 

 

 

 

Concession agreements – equity value (*)

4,073,344

-

5

(4,345)

19,487

(875)

(23)

(20,097)

4,067,496

Concession agreements – economic value 

1,232,009

-

-

-

31,050

14,284

(438)

(26,641)

1,250,264

Program contracts (*)

8,777,929

-

209

-

117,040

(737)

(663)

(137,223)

8,756,555

Program contracts – commitments 

1,079,551

-

-

-

-

-

-

(10,632)

1,068,919

Service contracts – São Paulo

13,391,452

-

1,045

-

65,260

(14,721)

(1,986)

(182,607)

13,258,443

Software license of use

458,175

-

-

-

4,919

-

-

(15,837)

447,257

Right of use

-

64,955

35,099

-

-

-

-

(8,510)

91,544

Total

29,012,460

64,955

36,358

(4,345)

237,756

(2,049)

(3,110)

(401,547)

28,940,478

 

(*)  As of March 31, 2019, Concession agreements – equity value and Program contracts included leases in the amounts of R$ 95,374 and R$ 214,654, respectively.

 

In the first quarter of 2020, the Company renewed program contracts with the municipalities of Meridiano and Pinhalzinho for 30 years.

 

The Company also entered into an agreement with the municipality of Tejupá in March 2020 for 40 years; however, operations will start in September 2020 only.

 

(c)        Intangible rights arising from concession agreements

 

The Company had obligations recorded in Program Contract– Commitments under current liabilities in the amounts of R$ 275,993 and R$ 273,932 as of March 31, 2020 and December 31, 2019, respectively, and under noncurrent liabilities in the amounts of R$ 76,613 and R$ 103,321 as of March 31, 2020 and December 31, 2019, respectively.

 

(d)       Capitalization of interest and other finance charges

 

From January to March 2020, the Company capitalized interest and inflation adjustment, including exchange variation, in concession intangible assets, totaling R$ 71,057 (R$ 80,014 from January to March 2019) 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 March 31, 2020 and 2019, the margin was 2.3%.

PAGE: 48 of 82


 
 

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Version : 1

 

Notes to the Interim Financial Information

 

 

The construction margin from January to March 2020 and 2019 was R$ 12,655 and R$ 13,569, 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 January to March 2020, expropriations totaled R$ 7,316 (R$ 7,819 from January to March 2019).

 

(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 11,079/2004.

 

Alto Tietê Production System

 

As of March 31, 2020 and December 31, 2019, the carrying amounts related to this PPP recorded in intangible assets were R$ 345,793 and R$ 348,586, respectively.

 

São Lourenço Production System

 

As of March 31, 2020 and December 31, 2019, the carrying amounts recorded in the Company’s intangible assets, related to this PPP, totaled R$ 3,115,362 and R$ 3,235,008, respectively.

 

The main works of the São Lourenço Production System were concluded in the first quarter of 2019, with completion of the work phase (phase 1) on November 1, 2019, after contractual clauses were met and no documents were pending.

 

The obligations assumed by the Company as of March 31, 2020 and December 31, 2019 are shown in the table below:

 

 

March 31, 2020

December 31, 2019

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total liabilities

 

 

 

 

 

 

 

Alto Tietê

44,878

204,439

249,317

44,003

208,217

252,220

São Lourenço

66,222

2,957,161

3,023,383

66,288

2,975,472

3,041,760

Total

111,100

3,161,600

3,272,700

110,291

3,183,689

3,293,980

 

 

(h)       Amortization of intangible assets

 

The amortization average rate totaled 4.6% and 4.4% as of March 31, 2020 and 2019, respectively.

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Notes to the Interim Financial Information

 

 

(i)         Software license of use

 

The software license of use is capitalized based on the costs incurred to acquire software and prepare 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.

 

(j)         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 March 2020, SABESP maintained the amounts of R$ 1,326, R$ 2,290 and R$ 492 in its results, allocated to operating costs, selling expenses and administrative expenses, respectively.

 

Nature

March 31,

2020

December 31,

2019

 

 

 

Leases - Contract asset

276,893

276,893

 

 

 

Leases – Concession and Program Contract

287,008

292,824

  - Cost

405,426

405,426

  - Accumulated amortization

(118,418)

(112,602)

Other assets

79,321

70,698

  - Vehicles

113,645

91,709

  - Properties

13,309

13,309

  - Equipment

4,329

3,801

  - Other

4,947

4,414

  - Accumulated amortization

(56,909)

(42,535)

Right of use

643,222

640,415

 

 

Lease liability corresponds to total future fixed lease payments, adjusted to present value, considering an incremental rate on borrowings. For further information, see Note 15.

 

The table below shows the impact in the Company’s income statements:

 

Impact in the income statement

 

March 31, 2020

March 31, 2019

 

 

 

Right of use amortization

(20,189)

(14,197)

Financial result – interest expense and inflation adjustment

(15,693)

(10,745)

Short-term and low-value lease expenses

(4,108)

(12,723)

Decrease of the income of the period

(39,990)

(37,665)

 

 

 

 

 

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Notes to the Interim Financial Information

 

 

14          Property, plant and equipment

 

(a)        Statement of financial position details

 

 

March 31, 2020

December 31, 2019

 

Cost

Accumulated depreciation

Net

Average depreciation rate

Cost

Accumulated depreciation

Net

Average depreciation rate

Land

92,962

-  

92,962

-

92,962

-

92,962

-

Buildings

82,512

(40,723)

41,789

2.1%

82,143

(40,438)

41,705

2.1%

Equipment

407,929

(254,551)

153,378

15.8%

402,850

(250,577)

152,273

16.3%

Transportation equipment

9,439

(6,937)

2,502

9.9%

8,946

(6,962)

1,984

9.9%

Furniture and fixtures

31,526

(13,355)

18,171

6.7%

31,365

(13,146)

18,219

6.7%

Other

7,973

(325)

7,648

5.0%

7,559

(309)

7,250

5.0%

Total

632,341

(315,891)

316,450

12.1%

625,825

(311,432)

314,393

12.5%

 

 

 

(b)        Changes

 

 

December 31, 2019

Additions

Transfers

Write-offs and disposals

Depreciation

March 31,

2020

Land

92,962

-  

 -  

 -  

 -  

92,962

Buildings

41,705

284

85

-  

(285)

41,789

Equipment

152,273

8,277

(56)

(46)

(7,070)

153,378

Transportation equipment

1,984

298

361

-  

(141)

2,502

Furniture and fixtures

18,219

405

(147)

(8)

(298)

18,171

Other

7,250

323

90

-  

(15)

7,648

Total

314,393

9,587

333

(54)

(7,809)

316,450

 

 

 

December 31, 2018

Additions

Transfers

Write-offs and disposals

Depreciation

March 31,

2019

Land

92,979

-

(17)

-

-

92,962

Buildings

40,125

16

(323)

-

(577)

39,241

Equipment

116,086

17,473

882

(27)

(8,224)

126,190

Transportation equipment

3,473

296

(188)

-

(185)

3,396

Furniture and fixtures

13,578

657

1,424

(6)

(303)

15,350

Other

1,371

354

271

-

(15)

1,981

Total

267,612

18,796

2,049

(33)

(9,304)

279,120

 

 

 

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Notes to the Interim Financial Information

 

15          Borrowings and financing

 

 Borrowings and financing outstanding balance

March 31, 2020

December 31, 2019

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Local currency

 

 

 

 

 

 

 10th issue debentures

35,063

-

35,063

41,021

-

41,021

 12th issue debentures

45,450

192,470

237,920

45,450

203,829

249,279

 14th issue debentures

42,170

40,128

82,298

41,940

63,012

104,952

 17th issue debentures

89,179

177,969

267,148

289,211

263,226

552,437

 18th issue debentures

34,457

129,628

164,085

34,239

133,679

167,918

 21st issue debentures

149,917

349,776

499,693

150,000

349,660

499,660

 22nd issue debentures

99,886

669,855

769,741

-

765,689

765,689

 23rd issue debentures

-

864,622

864,622

-

864,603

864,603

 24th issue debentures

-

402,094

402,094

-

395,855

395,855

 Brazilian Federal Savings Bank

85,761

1,344,592

1,430,353

83,519

1,341,660

1,425,179

 Brazilian Development Bank - BNDES PAC

11,185

25,066

36,251

11,184

27,854

39,038

 Brazilian Development Bank - BNDES PAC II 9751

6,537

39,056

45,593

6,990

40,685

47,675

 Brazilian Development Bank - BNDES PAC II 9752

3,913

23,479

27,392

3,913

24,457

28,370

 Brazilian Development Bank - BNDES ONDA LIMPA

23,704

94,664

118,368

23,704

100,582

124,286

 Brazilian Development Bank - BNDES TIETÊ III

52,874

369,976

422,850

52,874

383,191

436,065

 Brazilian Development Bank - BNDES 2015

31,712

452,747

484,459

31,712

460,646

492,358

 Brazilian Development Bank - BNDES 2014

4,659

24,259

28,918

4,659

25,411

30,070

 Leases

86,378

449,124

535,502

78,402

455,722

534,124

 Other

1,987

11,131

13,118

1,665

8,207

9,872

 Interest and charges

52,200

-

52,200

77,460

-

77,460

Total in local currency

857,032

5,660,636

6,517,668

977,943

5,907,968

6,885,911

 

 

 

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Version : 1

 

Notes to the Interim Financial Information

 

 

 Borrowings and financing outstanding balance

March 31, 2020

December 31, 2019

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Foreign currency

 

 

 

 

 

 

 Inter-American Development Bank - BID 1212 – US$ 56,530 thousand (US$ 61,668 thousand in December 2019)

53,433

240,447

293,880

41,428

207,140

248,568

 Inter-American Development Bank - BID 2202 – US$ 494,617 thousand (US$ 510,573 thousand in December 2019)

165,894

2,390,666

2,556,560

128,623

1,914,298

2,042,921

 International Bank of Reconstruction and Development - BIRD – US$ 85,831 thousand
(US$ 88,871 thousand in December 2019)

31,606

411,478

443,084

24,505

330,898

355,403

 Eurobonds – US$ 350,000 thousand (US$ 350,000 thousand in December 2019)

1,818,927

-

1,818,927

1,409,921

-

1,409,921

 JICA 15 – ¥ 10,948,085 thousand (¥ 11,524,300 thousand in December 2019)

55,720

473,620

529,340

42,813

385,315

428,128

 JICA 18 – ¥ 9,843,520 thousand (¥ 10,361,600 thousand in December 2019)

50,098

425,638

475,736

38,493

346,237

384,730

 JICA 17 – ¥ 3,323,892 thousand (¥ 2,830,420 thousand in December 2019)

16,225

143,660

159,885

12,466

91,845

104,311

 JICA 19 – ¥ 30,829,806 thousand (¥ 31,736,565 thousand in December 2019)

87,684

1,400,969

1,488,653

67,372

1,109,644

1,177,016

 BID 1983AB – US$ 40,769 thousand (US$ 40,769 thousand in December 2019)

91,977

118,714

210,691

71,312

91,521

162,833

 Interest and charges

55,944

-

55,944

44,967

-

44,967

Total in foreign currency

2,427,508

5,605,192

8,032,700

1,881,900

4,476,898

6,358,798

 

 

 

 

 

 

 

Total borrowings and financing

3,284,540

11,265,828

14,550,368

2,859,843

10,384,866

13,244,709

 

Exchange rate as of March 31, 2020: US$ 5.1987; ¥ 0.04835 (as of December 31, 2019: US$ 4.0307; ¥ 0.03715).

As of March 31, 2020, 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 rates

Inflation adjustment

 

 

 

 

 

10th issue debentures

Own funds

2020

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

IPCA (series 2)

12th issue debentures

Own funds

2025

TR + 9.5%

 

14th issue debentures

Own funds

2022

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

IPCA (series 2)

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)

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

2020/2039

5% to 9.5%

TR

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

4.25% to 10.47%

IPC

Other

Own funds

2025

3% (FEHIDRO) TJLP + 1.5% (FINEP)

 

 

 

 

 

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Version : 1

 

Notes to the Interim Financial Information

 

Foreign currency

Guarantees

Maturity

Annual interest rates

Exchange variation

 

 

 

 

 

Inter-American Development Bank - BID 1212  – US$ 56,530 thousand

Government

2025

3.73% (*)

US$

Inter-American Development Bank - BID 2202  – US$ 494,617 thousand

Government

2035

2.75% (*)

US$

International Bank for Reconstruction and Development - BIRD 7662 – US$ 85,206 thousand

Government

2034

1.02% (*)

US$

International Bank for Reconstruction and Development - BIRD 8916 – US$ 625 thousand

Government

2048

2.12% (*)

US$

Eurobonds US$ 350,000 thousand

2020

6.25%

US$

JICA 15 – ¥ 10,948,085 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 18 – ¥ 9,843,520 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 17 – ¥ 3,323,892 thousand

Government

2035

1.2% and 0.01%

Yen

JICA 19 – ¥ 30,829,806 thousand

Government

2037

1.7% and 0.01%

Yen

BID 1983AB – US$ 40,769 thousand

2023

2.08% to 2.38% (*)

US$

 

(*) Rates comprising LIBOR + contractually defined spread.

 

 

PAGE: 55 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

(i)      Payment schedule – accounting balances as of March 31, 2020

 

 

2020

2021

2022

2023

2024

2025

2026 to 2039

TOTAL

LOCAL CURRENCY

 

 

 

 

 

 

 

 

Debentures

267,386

486,141

565,208

367,886

702,802

282,068

651,173

3,322,664

Brazilian Federal Savings Bank

63,998

89,190

94,042

86,950

85,771

91,143

919,259

1,430,353

BNDES

100,938

134,584

134,584

128,892

123,400

105,467

435,966

1,163,831

Leases

79,224

50,758

35,024

34,039

37,080

40,401

258,976

535,502

Other

1,396

2,918

3,101

3,050

1,384

1,269

-

13,118

Interest and charges

52,200

-

-

-

-

-

-

52,200

TOTAL IN LOCAL CURRENCY

565,142

763,591

831,959

620,817

950,437

520,348

2,265,374

6,517,668

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

BID

109,664

219,327

219,327

219,327

219,327

219,327

1,644,141

2,850,440

BIRD

15,803

31,606

31,606

31,606

31,606

31,606

269,251

443,084

Eurobonds

1,818,927

-

-

-

-

-

-

1,818,927

JICA

106,795

203,546

203,546

203,546

203,546

203,546

1,529,089

2,653,614

BID 1983AB

91,977

39,990

39,990

38,734

-

-

-

210,691

Interest and charges

55,944

-

-

-

-

-

-

55,944

TOTAL IN FOREIGN CURRENCY

2,199,110

494,469

494,469

493,213

454,479

454,479

3,442,481

8,032,700

Total

2,764,252

1,258,060

1,326,428

1,114,030

1,404,916

974,827

5,707,855

14,550,368

 

 

PAGE: 56 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

(ii)     Changes

 

 

December 31, 2019

Addition (lease)

Funding

Borrowing costs

Monetary and exchange variation

Inflation adjustment / exchange variation and incorporated interest - Capitalized

Interest paid

Amortization

Accrued interest

Accrued interest and

rates - Capitalized

Expenses with borrowing costs

March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

3,711,228

-

-

(250)

18,607

-

(70,111)

(337,775)

41,162

3,931

667

3,367,459

Brazilian Federal Savings Bank

1,429,250

-

25,634

-

-

-

(28,112)

(20,460)

18,659

9,463

-

1,434,434

BNDES

1,201,411

-

-

-

-

-

(20,587)

(34,096)

13,441

6,892

65

1,167,126

Leases

534,124

22,997

-

-

(289)

-

(11,052)

(21,352)

11,074

-

-

535,502

Other

9,898

-

3,593

-

-

-

(145)

(346)

143

4

-

13,147

TOTAL IN LOCAL CURRENCY

6,885,911

22,997

29,227

(250)

18,318

-

(130,007)

(414,029)

84,479

20,290

732

6,517,668

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

BID

2,316,190

-

-

-

627,229

24,907

(39,415)

(93,424)

7,685

14,595

239

2,858,006

BIRD

357,880

-

-

(352)

102,072

878

(5,159)

(14,950)

2,672

476

35

443,552

Eurobonds

1,413,956

-

-

-

408,800

-

-

-

31,622

2,994

205

1,857,577

JICA

2,106,908

-

1,167

-

610,820

5,220

(18,502)

(57,826)

9,637

1,445

47

2,658,916

BID 1983AB

163,864

-

-

-

47,618

-

-

-

2,675

252

240

214,649

TOTAL IN FOREIGN CURRENCY

6,358,798

-

1,167

(352)

1,796,539

31,005

(63,076)

(166,200)

54,291

19,762

766

8,032,700

Total

13,244,709

22,997

30,394

(602)

1,814,857

31,005

(193,083)

(580,229)

138,770

40,052

1,498

14,550,368

 

 

 

PAGE: 57 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

December 31, 2018

Additions (lease)

Funding

Borrowing costs

Monetary and exchange variation

Inflation adjustment / exchange variation and incorporated interest - Capitalized

Interest paid

Amortization

Accrued interest

Provision for interest and rates - Capitalized

Expenses with borrowing costs

March

31,

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

3,486,861

-

-

(188)

15,090

-

(116,081)

(936,628)

46,805

4,556

2,186

2,502,601

Brazilian Federal Savings Bank

1,345,684

-

25,900

-

-

-

(26,833)

(20,007)

18,625

8,223

-

1,351,592

BNDES

1,072,605

-

-

-

1,918

638

(20,038)

(30,752)

15,506

4,889

52

1,044,818

Leases (*)

568,666

100,054

-

-

-

1,729

(9,703)

(12,304)

10,744

3,944

-

663,130

FINEP

9,571

-

-

-

23

-

(171)

(345)

170

-

-

9,248

TOTAL IN LOCAL CURRENCY

6,483,387

100,054

25,900

(188)

17,031

2,367

(172,826)

(1,000,036)

91,850

21,612

2,238

5,571,389

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

BID

2,399,985

-

-

-

(7,608)

17,464

(40,579)

(86,249)

6,772

14,151

239

2,304,175

BIRD

356,420

-

-

-

1,389

611

(5,014)

-

2,102

387

5

355,900

Deutsche Bank

292,872

-

-

-

1,643

-

(6,119)

-

5,563

548

911

295,418

Eurobonds

1,358,412

-

-

-

7,665

-

-

-

22,829

2,264

206

1,391,376

JICA

2,036,128

-

78,143

(40)

(4,193)

(903)

(16,626)

(67,757)

7,373

503

46

2,032,674

BID 1983AB

225,592

-

-

-

1,280

-

-

-

2,489

244

223

229,828

TOTAL IN FOREIGN CURRENCY

6,669,409

-

78,143

(40)

176

17,172

(68,338)

(154,006)

47,128

18,097

1,630

6,609,371

Total

13,152,796

100,054

104,043

(228)

17,207

19,539

(241,164)

(1,154,042)

138,978

39,709

3,868

12,180,760

 

(*)     Additions of leases include R$ 64,955 in 2019, corresponding to the first-time adoption of standard CPC 06 (R2) as of January 1, 2019.

PAGE: 58 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

(a)        Main events in the three-month period ended March 31, 2019

 

(i)             Debentures

 

As of January 2020, the Company amortized the last installment of series 2 of the 17th issue debentures, totaling R$ 291.8 million.

 

(b)        Lease

 

The Company has lease agreements signed as Asset Lease. During the construction period, works are capitalized to intangible assets in progress and the lease amount is recorded at the same proportion.

 

After startup, the lease payment period starts (240 monthly installments), whose amount is periodically restated by the contracted price index.

 

The amounts payable for the right of use of assets are also recorded in this line (Note 13 (j))

 

(c)        Financial commitments – Covenants

 

The table below shows the most restrictive covenants as of March 31, 2020.

 

 

Covenants

Adjusted EBITDA/Adjusted Financial Expenses

Equal to or higher than 2.80

Adjusted Net Debt/Adjusted EBITDA

Equal to or lower than 3.80

Adjusted Total Debt/Adjusted EBITDA

Lower than 3.65

Other Onerous Debt(1) /Adjusted EBITDA

Equal to or lower than 1.30

Adjusted Current Ratio

Higher than 1.00

EBITDA/Financial Expenses Paid

Equal to or higher than 2.35

Net Debt/Adjusted EBITDA

Equal to or lower than 3.50

(1) “Other Onerous Debts” correspond to the sum of pension obligations and health care plan, installment payment of tax debts and installment payment of debts with the electricity supplier.

 

 

As of March 31, 2020 and December 31, 2019, the Company met the requirements set forth by its borrowing and financing agreements.

 

(c)      Borrowings and financing – Credit limited

 

Agent

 

March 31, 2020

 

 

(in millions of reais (*))

Brazilian Federal Savings Bank

 

1,704

Brazilian Development Bank (BNDES)

 

1,203

Japan International Cooperation Agency (JICA)

 

99

Inter-American Development Bank (BID)

 

1,560

International Bank for Reconstruction and Development (BIRD)

 

1,296

Other

 

49

TOTAL

 

5,911

 

(*) Brazilian Central Bank’ exchange rate as of March 31, 2020 (US$1.00 = R$5.1987;  ¥1.00 = R$0.04835).

 

PAGE: 59 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

Financing resources contracted have specific purposes, which have been released for the execution of their respective investments, according to the progress of the works.

 

 

16          Taxes and contributions

 

(a)         Current assets

 

 

March 31, 2020

December 31, 2019

Recoverable taxes

 

 

Income tax and social contribution

376,050

136,436

Withholding income tax (IRRF) on financial investments

2,440

1,359

Other federal taxes

7,584

3,471

Total

386,074

141,266

 

 

(b)         Current liabilities

 

 

March 31, 2020

December 31, 2019

Tax obligations

 

 

Cofins and Pasep

85,906

94,027

INSS (social security contribution)

39,732

39,404

IRRF (withholding income tax)

7,902

69,932

Other

39,060

46,955

Total

172,600

250,318

 

 

17        Deferred taxes and contributions

 

(a) Statement of financial position details

 

 

March 31, 2020

December 31, 2019

Deferred tax assets

 

 

Provisions

365,866

366,673

Pension plan liabilities - G1

156,982

157,998

Donations of underlying assets on concession agreements

51,199

51,818

Credit losses

183,456

145,622

Other

188,080

183,147

Total deferred tax assets

945,583

905,258

 

 

 

Deferred tax liabilities

 

 

Temporary difference on concession of intangible asset

(403,607)

(408,732)

Capitalization of borrowing costs

(404,322)

(409,236)

Profit on supply to government entities

(368,973)

(372,289)

Actuarial (gain)/loss – G1 Plan

(54,222)

(54,222)

Construction margin

(50,916)

(83,399)

Borrowing costs

(10,952)

(11,376)

Total deferred tax liabilities

(1,292,992)

(1,339,254)

 

 

 

Deferred tax assets/(liabilities), net

(347,409)

(433,996)

 

 

 

PAGE: 60 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

(b) Changes

 

Deferred tax assets

December 31,

2019

Net

change

March 31,

2020

Provisions

366,673

(807)

365,866

Pension plan liabilities - G1

157,998

(1,016)

156,982

Donations of underlying assets on concession agreements

51,818

(619)

51,199

Credit losses

145,622

37,834

183,456

Other

183,147

4,933

188,080

Total

905,258

40,325

945,583

 

 

 

 

Deferred tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(408,732)

5,125

(403,607)

Capitalization of borrowing costs

(409,236)

4,914

(404,322)

Profit on supply to government entities

(372,289)

3,316

(368,973)

Actuarial (gain)/loss – G1

(54,222)

-

(54,222)

Construction margin

(83,399)

32,483

(50,916)

Borrowing costs

(11,376)

424

(10,952)

Total

(1,339,254)

46,262

(1,292,992)

 

 

 

 

Deferred tax assets/(liabilities), net

(433,996)

86,587

(347,409)

 

 

Deferred tax assets

December 31,

2018

Net

change

March 31,

2019

Provisions

337,833

(32,257)

305,576

Pension plan liabilities - G1

157,044

211

157,255

Donations of underlying assets on concession agreements

54,131

(658)

53,473

Credit losses

197,920

(4,815)

193,105

Other

186,887

(4,197)

182,690

Total

933,815

(41,716)

892,099

 

 

 

 

Deferred tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(433,842)

6,346

(427,496)

Capitalization of borrowing costs

(420,978)

977

(420,001)

Profit on supply to government entities

(206,978)

(973)

(207,951)

Actuarial (gain)/loss – G1

(36,430)

-

(36,430)

Construction margin

(86,164)

691

(85,473)

Borrowing costs

(10,665)

1,251

(9,414)

Total

(1,195,057)

8,292

(1,186,765)

 

 

 

 

Deferred tax assets/(liabilities), net

(261,242)

(33,424)

(294,666)

 

 

PAGE: 61 of 82


 
 

ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

(c) Reconciliation of the effective tax rate

 

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

 

 

January to March

2020

January to March

2019

 

 

 

Profit/(loss) before income taxes

(977,257)

991,200

Statutory rate

34%

34%

 

 

 

Estimated expense at statutory rate

332,267

(337,008)

Permanent differences

 

 

      Provision - Law 4,819/1958 – G0 (i)

(10,095)

(11,926)

      Donations

(3,774)

(986)

      Other differences

913

6,011

 

 

 

Income tax and social contribution

319,311

(343,909)

 

 

 

Current income tax and social contribution

232,724

(310,485)

Deferred income tax and social contribution

86,587

(33,424)

Effective rate

(33%)

35%

 

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

 

PAGE: 62 of 82


 
 

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Notes to the Interim Financial Information

 

 

18             Provisions

 

(a)        Lawsuits and proceedings that resulted in provisions

 

(I)  Statement of financial position details

 

The Company is 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 3.14 to the Annual Financial Statements as of December 31, 2019. The terms and payment amounts depend on the outcome of the lawsuits.

 

 

March 31, 2020

 

December 31, 2019

 

 

Provisions

Escrow deposits

Provisions net of deposits

 

Provisions

Escrow deposits

Provisions net of deposits

Customer claims (i)

217,459

(10,132)

207,327

 

253,665

(9,973)

243,692

Supplier claims  (ii)

194,980

(303)

194,677

 

153,654

(298)

153,356

Other civil claims (iii)

83,820

(2,146)

81,674

 

93,910

(16,496)

77,414

Tax claims (iv)

59,757

(3,574)

56,183

 

59,143

(3,518)

55,625

Labor claims (v)

312,935

(7,834)

305,101

 

325,129

(12,329)

312,800

Environmental claims (vi)

207,125

(29)

207,096

 

192,950

(29)

192,921

Total

1,076,076

(24,018)

1,052,058

 

1,078,451

(42,643)

1,035,808

 

 

 

 

 

 

 

 

Current

649,964

-

649,964

 

550,247

-

550,247

Noncurrent

426,112

(24,018)

402,094

 

528,204

(42,643)

485,561

(II)  Changes

 

December 31, 2019

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

March 31, 2020

Customer claims (i)

253,665

5,613

7,256

(38,355)

(10,720)

217,459

Supplier claims  (ii)

153,654

35,941

5,426

(5)

(36)

194,980

Other civil claims (iii)

93,910

4,683

3,770

(15,312)

(3,231)

83,820

Tax claims (iv)

59,143

149

908

(8)

(435)

59,757

Labor claims (v)

325,129

13,600

9,655

(22,385)

(13,064)

312,935

Environmental claims (vi)

192,950

8,986

6,726

-

(1,537)

207,125

Subtotal

1,078,451

68,972

33,741

(76,065)

(29,023)

1,076,076

Escrow deposits

(42,643)

(822)

(360)

14,431

5,376

(24,018)

Total

1,035,808

68,150

33,381

(61,634)

(23,647)

1,052,058

PAGE: 63 of 82


 
 

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Version : 1

 

Notes to the Interim Financial Information

 

 

 

December 31,

2018

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

March 31,

2019

Customer claims (i)

290,649

4,061

6,356

(39,259)

(26,588)

235,219

Supplier claims  (ii)

67,985

4,710

7,159

(25,970)

(27,129)

26,755

Other civil claims (iii)

98,302

1,372

1,738

(936)

(13,296)

87,180

Tax claims (iv)

63,335

110

622

(4,490)

(1,578)

57,999

Labor claims (v)

302,935

17,173

8,720

(12,582)

(12,498)

303,748

Environmental claims (vi)

170,419

12,293

5,348

-

(208)

187,852

Subtotal

993,625

39,719

29,943

(83,237)

(81,297)

898,753

Escrow deposits

(100,763)

(1,173)

(288)

15,762

58,024

(28,438)

Total

892,862

38,546

29,655

(67,475)

(23,273)

870,315

 

 

(b)        Lawsuits deemed as contingent liabilities

 

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

 

 

March 31, 2020

December 31, 2019

Customer claims (i)

95,167

86,061

Supplier claims  (ii)

2,015,727

1,986,736

Other civil claims (iii)

692,438

679,623

Tax claims (iv)

1,188,618

1,184,811

Labor claims (v)

651,247

631,364

Environmental claims (vi)

5,044,071

4,864,894

Total

9,687,268

9,433,489

 

 

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

 

(i)             Customer claims

 

Approximately 680 lawsuits (680 as of December 31, 2019) were filed by commercial customers, who claim that their tariffs should correspond to other customer categories, and 320 lawsuits (320 as of December 31, 2019) in which customers claimed a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company, and 30 lawsuits (30 as of December 31, 2019) in which customers plead the reduction in tariff under the category “Social Welfare Entity”.

PAGE: 64 of 82


 
 

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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 adjustments 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 tax collections and fines in general challenged due to disagreements regarding notification or differences in the interpretation of legislation by the Company's Management, which were accrued while others were deemed as contingent liabilities.

 

(v)            Labor claims

 

The Company is a party to several 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, which are at various court levels.

 

(vi)          Environmental claims

 

These refer to several administrative proceedings and lawsuits filed by government entities, including Companhia Ambiental do Estado de São Paulo (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.

 

(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, for one year. 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 January to March 2020, the Company used R$ 0.7 million of the contracted amount (R$ 21.8 million from January to March 2019). A total of R$ 423.8 million from the current contract is outstanding.

 

 

19             Employee benefits

 

(a)        Healthcare plan

 

Since August 1, 2019, the new health plans managed by Fundação CESP (FUNCESP), which replaced the previous health plans managed by SABESPREV, have been in effect.

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Notes to the Interim Financial Information

 

 

Benefits are now paid after the event, free of choice, sponsored by contributions of SABESP and the employees. In the first quarter of 2020, the Company contributed 8.4%, on average, of gross payroll, totaling R$ 54,021 (7.9% in the first quarter of 2019, totaling R$ 98,890, of which R$ 46,086 corresponding to regular expenses and R$ 52,804 to extraordinary contributions to meet the solvency margin).

 

(b)        Pension plan liabilities

 

The Company has Post-Employment Benefit Plans in the following modalities: Defined Benefit (BD) – G1 (i) and G0 (ii); and Defined Contribution (CD) – Sabesprev Mais and FUNCESP (iii).

 

Defined benefit plans

 

Summary of pension plan liabilities – Liabilities

 

 

G1 Plan

G0 Plan

Total

Pension plan liabilities as of December 31, 2019

(314,677)

(3,046,255)

(3,360,932)

Expenses recognized in 2020

(6,241)

(51,565)

(57,806)

Payments made in 2020

9,375

42,677

52,052

Pension plan liabilities as of March 31, 2020

(311,543)

(3,055,143)

(3,366,686)

 

 

 

G1 Plan

G0 Plan

Total

Pension plan liabilities as of December 31, 2018

(363,902)

(2,606,107)

(2,970,009)

Expenses recognized in 2019

(10,019)

(56,841)

(66,860)

Payments made in 2019

9,151

40,905

50,056

Pension plan liabilities as of March 31, 2019

(364,770)

(2,622,043)

(2,986,813)

 

 

(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.

 

In the first quarter of 2020, expenses related to the obligation of defined benefit totaled R$ 4,530, R$ 637 and R$ 397 (R$ 6,193, R$ 1,524 and R$ 1,241 in the first quarter of 2019), allocated to operating costs, selling expenses and administrative expenses, respectively. The amount of R$ 677 was capitalized in assets (R$ 1,061 in 2019).

 

(ii)    G0 Plan

 

Pursuant to State Law 4,819/1958, 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 GESP 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 GESP.

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Notes to the Interim Financial Information

 

 

In the first quarter of 2020, expenses related to the obligation of the benefit defined in the G0 Plan, recorded under administrative expenses, totaled R$ 51,565, (R$ 56,841 in the first quarter of 2019).

 

(iii)  Sabesprev Mais and FUNCESP Plan

 

Since December 31, 2019, the “Sabesprev Mais” Defined Contribution Plan, managed by SABESPREV, has not been accepting any new adhesions and, since January 1, 2020, new employees have the option to enroll in the Defined Contribution Plan managed by FUNCESP, as well as those who did not enroll in the Sabesprev Mais Plan.

 

The sponsor's contributions correspond to the result obtained by applying a percentage of 100% on the basic contribution made by the participant.

 

In the first quarter of 2020, expenses related to defined contribution totaled R$ 3,770, R$ 480 and R$ 1,056 (R$ 3,560, R$ 471 and R$ 939 in the first quarter of 2019), allocated to operating costs, selling expenses and administrative expenses, respectively. The amount of R$ 663 was capitalized in assets (R$ 492 in the first quarter of 2019).

 

(c)        Profit sharing

 

The Company has a profit-sharing program in accordance with an agreement with the labor union. Payment corresponds to up to one-month salary for each employee, depending on performance of goals reached from January to December. From January to March 2020 and 2019, the Company accrued  R$ 24,017 and R$ 22,802, respectively, under Labor liabilities.

 

20             Services payable

 

The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also includes the amounts payable related to the transfer of 7.5% of revenue from the São Paulo municipal government to the Municipal Fund. The balances as of March 31, 2020 and December 31, 2019 were R$ 632,181 and
R$ 474,078, respectively
.

 

 

21              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.

 

As of March 31, 2020, the total balance was R$ 155,491 (R$ 153,377 as of December 31, 2019), recoded in Labor liabilities, under current liabilities.

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Notes to the Interim Financial Information

 

 

b)     Consent Decree (TAC)

 

As of March 31, 2020, the amount accrued under Labor obligations, related to the Consent Decree, totaled R$ 9,982 (R$ 10.472 as of December 31, 2019), of which R$ 7,810 (R$ 8,242 as of December 31, 2019) under current liabilities and R$ 2,172 (R$ 2,230 as of December 31, 2019) under noncurrent liabilities.

 

22             Equity

 

(a)        Subscribed and paid-in capital

 

As of March 31, 2020 and December 31, 2019, subscribed and paid-in capital was represented by 683,509,869 registered, book-entry common shares with no par value, as follows:

 

March 31, 2020

December 31, 2019

 

Number of shares

 

 

%

 

Number of shares

 

 

%

São Paulo State Government (1) (2)

343,507,756

 

50.26

 

343,524,285

 

50.26

Companhia Brasileira de Liquidação e Custódia

243,622,194

 

35.64

 

235,643,765

 

34.47

The Bank Of New York ADR Department (equivalent in shares) (3)

95,846,470

 

14.02

 

 

103,823,655

 

 

15.19

Other

533,449

 

0.08

 

518,164

 

0.08

 

 

 

683,509,869

 

 

 

100.00

 

 

 

683,509,869

 

 

 

100.00

 

(1)  includes 343,507,750 shares from the Treasury Department of the São Paulo State and six shares held by Companhia Paulista de Parcerias (CPP), which is controlled by the São Paulo State Government.

(2) There is a lawsuit with a mandatory injunction filed under number 1051534-40.2019.8.26.0053 pending at the 7th Tax Court of the City of São Paulo, pleading the unlawfulness of the disposal of shares owned by the Treasury Department of the São Paulo State to third parties, filed by Banco Bradesco S.A., the custodian and bookkeeping agent of the Company’s shares.

(3)  each ADR corresponds to 1 share.

 

(b)        Interest on capital payable

 

The Annual Shareholders’ Meeting of April 28, 2020 approved the distribution of dividends as interest on capital in the amount of R$ 799,785,  corresponding to minimum mandatory dividend of R$ 141,203 as additional dividends, totaling R$ 940,988, to be paid on May 29, 2020.

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Notes to the Interim Financial Information

 

 

23             Earnings/(loss) per share Basic and diluted

Basic earnings/(loss) 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.

 

 

January to March 2020

January to March 2019

 

 

 

Profit/(loss) attributable to Company’s owners

(657,946)

647,291

Weighted average number of common shares issued

683,509,869

683,509,869

 

 

 

Basic and diluted earnings/(loss) per share (reais per share)

(0.96260)

0.94701

 

 

24             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

 

 

January to March 2020

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial statements

Gross operating revenue

3,803,878

521,420

4,325,298

Gross sales deductions

(282,948)

-

(282,948)

Net operating revenue

3,520,930

521,420

4,042,350

Costs, selling, general and administrative expenses

(2,536,885)

(508,765)

(3,045,650)

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

984,045

12,655

996,700

Other operating income/(expenses), net

 

 

2,753

Equity accounting

 

 

3,575

Financial result, net

 

 

(1,980,285)

Income before income tax and social contribution

 

 

(977,257)

Depreciation and amortization

(483,569)

-

(483,569)

 

 


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Notes to the Interim Financial Information

 

 

 

January to March 2019

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance as per financial statements

Gross operating revenue

3,536,147

603,527

4,139,674

Gross sales deductions

(261,170)

-

(261,170)

Net operating revenue

3,274,977

603,527

3,878,504

Costs, selling, general and administrative expenses

(2,156,481)

(589,958)

(2,746,439)

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

1,118,496

13,569

1,132,065

Other operating income/(expenses), net

 

 

7,827

Equity accounting

 

 

1,764

Financial result, net

 

 

(150,456)

Income before income tax and social contribution

 

 

991,200

Depreciation and amortization

(410,863)

-

(410,863)

 

 

 

(i)       See Note 30 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 are not reported to the CODM. 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 13 (e) for further information.

 

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

 

 

January to March 2020

January to March 2019

 

 

 

Gross revenue from construction recognized under ICPC 1 (R1)

521,420

603,527

Construction costs recognized under ICPC 1 (R1)

(508,765)

(589,958)

 

 

 

Construction margin

12,655

13,569

 

 

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Notes to the Interim Financial Information

 

 

25             Operating revenue

 

(a)      Revenue from sanitation services:

 

 

January to March 2020

January to March 2019

 

 

 

Metropolitan Region of São Paulo

2,670,166

2,468,134

Regional systems

1,133,712

1,068,013

Total

3,803,878

3,536,147

 

 

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

 

January to March 2020

January to March 2019

 

 

 

Revenue from sanitation services (i)

3,803,878

3,536,147

Construction revenue

521,420

603,527

Sales tax

(266,051)

(246,521)

Regulation, Control and Oversight Fee (TRCF)

(16,897)

(14,649)

Net revenue

4,042,350

3,878,504

 

(i)  Includes the amounts of R$ 18,738 and R$ 16,718 from January to March 2020 and 2019, respectively, from the TRCF charged from customers from the municipalities regulated by ARSESP.

 

 

 

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Notes to the Interim Financial Information

 

 

26 Operating costs and expenses

 

 

January to March 2020

January to March 2019

Operating costs

 

 

      Salaries, payroll charges and benefits

(503,677)

(499,548)

      Pension plan liabilities

(9,702)

(12,231)

      Construction costs (Note 24)

(508,765)

(589,958)

      General supplies

(56,649)

(55,100)

      Treatment supplies

(93,764)

(86,693)

      Outsourced services

(308,964)

(273,954)

      Electricity

(325,838)

(282,434)

      General expenses

(165,796)

(152,504)

      Depreciation and amortization

(448,857)

(384,681)

 

(2,422,012)

(2,337,103)

 

 

 

 

Selling expenses

 

 

      Salaries, payroll charges and benefits

(67,994)

(70,022)

      Pension plan liabilities

(1,314)

(1,678)

      General supplies

(1,415)

(1,720)

      Outsourced services

(62,060)

(85,977)

      Electricity

(363)

(367)

      General expenses

(34,386)

(27,236)

      Depreciation and amortization

(14,438)

(4,195)

 

(181,970)

(191,195)

 

 

 

Bad debt expenses (Note 8 (c))

(157,489)

(7,760)

 

 

 

Administrative expenses

 

 

      Salaries, payroll charges and benefits

(63,919)

(60,476)

      Pension plan liabilities

(31,205)

(37,059)

      General supplies

(7,624)

(588)

      Outsourced services

(53,097)

(62,244)

      Electricity

(333)

(193)

      General expenses

(92,231)

(12,010)

      Depreciation and amortization

(20,274)

(21,987)

      Tax expenses

(15,496)

(15,824)

 

(284,179)

(210,381)

 

 

 

Operating costs and expenses

 

 

      Salaries, payroll charges and benefits

(635,590)

(630,046)

      Pension plan liabilities

(42,221)

(50,968)

      Construction costs (Note 24)

(508,765)

(589,958)

      General supplies

(65,688)

(57,408)

      Treatment supplies

(93,764)

(86,693)

      Outsourced services

(424,121)

(422,175)

      Electricity

(326,534)

(282,994)

      General expenses

(292,413)

(191,750)

      Depreciation and amortization

(483,569)

(410,863)

      Tax expenses

(15,496)

(15,824)

              Bad debt expenses (Note 8 (c))

(157,489)

(7,760)

 

(3,045,650)

(2,746,439)

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Notes to the Interim Financial Information

 

 

27             Financial income (expenses)

 

 

January to March 2020

January to March 2019

Financial expenses

 

 

Interest and charges on borrowings and financing – local currency

(73,581)

(81,168)

Interest and charges on borrowings and financing – foreign currency

(49,098)

(42,461)

Other financial expenses

(78,951)

(79,635)

Income tax over international remittance

(5,193)

(4,668)

Inflation adjustment on borrowings and financing

(18,607)

(16,692)

Other inflation adjustments

(32,214)

(11,180)

Interest and inflation adjustments on provisions

(26,261)

(16,673)

Total financial expenses

(283,905)

(252,477)

 

 

 

Financial income

 

 

Inflation adjustment gains

36,148

25,810

Income on short-term investments

22,102

38,975

Interest income

45,556

43,162

Cofins and Pasep

(4,877)

(5,019)

Other

3

3

Total financial income

98,932

102,931

 

 

 

Financial income (expenses), net before exchange variation

(184,973)

(149,546)

 

 

 

Net exchange gains (losses)

 

 

Exchange variation on borrowings and financing (i)

(1,796,539)

(175)

Exchange gains on assets

1,224

(731)

Other exchange variations

3

(4)

Exchange variations, net

(1,795,312)

(910)

 

 

 

Financial income (expenses), net

(1,980,285)

(150,456)

 

(i)       Increase of R$ 1,796.4 million in exchange variation on borrowings and financing, mainly due to higher appreciation of the US dollar and Yen against the Real in the first quarter of 2020, of 29.0% and 30.1%, respectively, compared to the variation in the first quarter of 2019, of 0.6% (dollar) and -0.2% (Yen).

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Notes to the Interim Financial Information

 

 

28            Other operating income (expenses), net

 

 

January to March 2020

January to March 2019

 

 

 

Other operating income, net

10,039

13,385

Other operating expenses

(7,286)

(5,558)

 

 

 

Other operating income (expenses), net

2,753

7,827

 

 

 

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.

 

 

29             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 unrecognized committed amounts as of March 31, 2020 are as follows:

 

 

1 year

 

1-3 years

 

3-5 years

 

More than 5 years

 

Total

Contractual obligations - Expenses

2,194,425

 

1,537,104

 

696,331

 

2,902,703

 

7,330,563

Contractual obligations - Investments

2,953,073

 

1,966,071

 

885,878

 

542,120

 

6,347,142

Total

5,147,498

 

3,503,175

 

1,582,209

 

3,444,823

 

13,677,705

 

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

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Notes to the Interim Financial Information

 

 

 

30            Supplemental cash flow information

 

 

January to March 2020

January to March 2019

 

 

 

Total additions to contract assets (Note 12)

681,120

667,391

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

25,269

101,313

 

 

 

Items not affecting cash (see breakdown below)

(312,816)

(559,152)

 

 

 

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

393,573

209,552

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

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

71,057

80,014

Contractors payable

111,749

290,109

Public-Private Partnership - São Lourenço PPP (Note 13 (g))

-

75,406

Performance agreements

94,358

-

Right of use (Note 13 (b))

22,997

100,054

Construction margin (Note 24)

12,655

13,569

Total

312,816

559,152

 

 

31     Events after the reporting period

 

·        Tariff Adjustment Index

 

On April 9, 2020, the Regulatory Agency for Sanitation and Energy of the State of São Paulo (ARSESP) published Resolutions 980 and 979.

 

Resolution 980 disclosed the Company’s tariff adjustment index, of 2.4924%, as follows:

 

       IPCA variation of 3.3032% in the period;

       Efficiency factor (X Factor) of 0.6920%; and

       Quality factor (Q Factor) of -0.1188%;

 

However, in accordance with Official Letter SIMA/GAB/370/2020 of the State Secretariat for Infrastructure and Environment that requests ARSESP to evaluate the possibility of postponing the tariff adjustment for 90 days, as an additional measure to Decree 64,879/2020, which recognizes the state of pubic calamity arising from the COVID-19 pandemic, ARSESP resolved to:

 

       Postpone the publication of new tariff tables, resulting from the annual tariff adjustment to June 10, 2020;

       The adjusted tariff tables, including those of the municipalities of Iperó, Pereiras, Santa Branca and Santa Isabel, will be published by June 10, 2020 and will be applied as of thirty (30) days from their publication, as per Law 11,445/2007;

       The compensatory adjustments for the postponement of the application of the annual tariff adjustment will be calculated until June 10, 2020; and

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Notes to the Interim Financial Information

 

 

       The amount to be compensated will be distributed in the tariffs to be used in the period between July 10, 2020 and May 10, 2021, when the results of the Third Ordinary Tariff Revision will be applied.

 

Resolution 979 states that ARSESP will assess the economic and financial balance of the provision of services in order to re-establish it in due course, if necessary, because of the impact caused when the company exempted customers in the “Residencial Social” and “Residencial Favela (Shantytown)” categories from paying water/sewage bills. This measure will be valid for 90 days for customers registered on March 19, 2020 for bills issued as of April 1, 2020 in all municipalities operated by the Company.

 

·        25th Issue Debentures

 

On April 27, 2020, SABESP held the twenty-fifth issue of debentures in the amount of R$ 1.45 billion, maturing in October 2021, at the CDI + 3.30% per year.

 

·        Conversion from Dollars to Reais of the debt contracted with the Inter American Development Bank (IDB)

 

On April 28, 2020, the Company carried out the conversion from Dollars to Reais of the debt contracted with the Inter American Development Bank (IDB) in the amount of US$ 494,616,801.20, corresponding to the debt balance of the 2202 / OC-BR loan related to the Rio Tietê Stage III Depollution Program. The details are:

 

-  Date: Executed, April 27, 2020 / effective: May 5, 2020

-  Expiration: September 3, 2035

-  Amortization: Semi-annual installments

-  Total amount:

From: US$ 494,616,801.20

To: R$ 2.810,907,281.22

-  Interest rate:

From: Dollar - Libor 3 months + 0.39% per year (*) To: Reais - DI + 0.06% per year (*)

 

(*) On this rate, the variable margin for loans from IDB Ordinary Capital is added. This rate is periodically determined by the bank and today is at 80 bps.

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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 SHAREHOLDEING POSITION OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of 3/31/2020

 

Shareholder

Number of Common Shares
(units)

 

%

Total Number of Shares

(units)

 

%

Controlling Shareholder

 

 

 

 

Treasury Department (1)

343,507,750

50.3%

343,507,750

50.3%

Companhia Paulista de Parcerias

- CPP

 

6

 

0%

 

6

 

0%

Management

 

 

 

 

Board of Directors

3,000

0.0%

3,000

0.0%

Board of Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

2

0%

2

0%

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,510,758

50.3%

343,510,758

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

339,999,111

49.7%

339,999,111

49.7%

 

(1) There is a lawsuit with a mandatory injunction filed under number 1051534-40.2019.8.26.0053 pending at the 7th Tax Court of the City of São Paulo, pleading the unlawfulness of the disposal of shares owned by the Treasury Department of the São Paulo State to third parties, filed by Banco Bradesco S.A., the custodian and bookkeeping agent of Sabesp’s shares.

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ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO

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Other Information Deemed as Relevant by the Company

 

CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of 3/31/2019

 

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%

Companhia Paulista de Parcerias

- CPP

 

6

 

0%

 

6

 

0%

Management

 

 

 

 

Board of Directors

3,000

0.0%

3,000

0.0%

Board of Executive Officers

-

-

-

-

 

 

 

 

 

 

Fiscal Council

 

114

 

0.0%

 

114

 

0.0%

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,527,405

50.3%

343,527,405

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

339,982,464

49.7%

339,982,464

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 3/31/2020

(Number of shares)

 

Common shares

Total

Shareholder

Number of shares

%

Number of shares

%

 

Treasury Department

 

343,507,750

 

50.3

 

343,507,750

 

50.3

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Reports and Statements / Unqualified Report on Special Review

 

Report on Review of Quarterly Financial Information - ITR

 

 

To the Shareholders, Board of Directors and Management of

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

São Paulo - SP

 

 

Introduction

We have reviewed the 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 March 31, 2020, comprising the balance sheet as of March 31, 2020 and the respective statements of income, comprehensive income, changes in shareholders' equity and cash flows for the three-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 three-month period ended March 31, 2020, 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 and content 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, May 14, 2020

 

 

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, item VI of CVM Instruction 480, of December 7, 2009, that:

They revised, discussed and agreed with the interim financial information for the period ended March 31, 2020. São Paulo, May 14, 2020.

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

Alceu Segamarchi Junior

Technology, Project and Environment Officer

Paulo Massato Yoshimoto

Metropolitan Officer

Ricardo Daruiz Borsari

Regional Systems Officer

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

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

The Executive Officers of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, with Corporate Taxpayer’s ID (CNPJ/MF) no. 43.776.517/0001-80, headquartered at Rua Costa Carvalho, nº 300, Pinheiros, São Paulo, declare that, pursuant to paragraph 1, article 25, item V, 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 March 31, 2020.

São Paulo, May 14, 2020.

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

Alceu Segamarchi Junior

Technology, Project and Environment Officer

Paulo Massato Yoshimoto

Metropolitan Officer

Ricardo Daruiz Borsari

Regional Systems Officer

PAGE: 82 of 82

 

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: May 29, 2020
 
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.