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 June 1, 2015
(Commission File No. 1-31317)
 

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


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



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

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

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

Yes ______ No ___X___

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

 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 

Table of Contents

 

Company Information  
Capital Breakdown 1
Cash Proceeds 2
Parent Company’s Financial Statements  
Statement of Financial Position – Assets 3
Statement of Financial Position Liabilities 4
Statement of Income 6
Statement of Comprehensive Income 7
Statement of Cash Flows 8
Statement of Changes in Equity  

1/1/2015 to 3/31/2015

10

1/1/2014 to 3/31/2014

11
Statement of Value Added 12
Comments on the Companys Performance 13
Notes to the Financial Statements 20
Comments on the Companys Projections 76
Other Information Deemed as Relevant by the Company 77
Reports and Statements  
Unqualified Report on Special Review 79
 

 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 
 

 

 

Company Information / Capital Breakdown

 

 

Number of Shares Current Quarter
(Units) 3/31/2015
Paid-in Capital  
Common 683,509,869
Preferred 0
Total 683,509,869
Treasury Shares  
Common 0
Preferred 0
Total 0

 

 

PAGE: 1 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 
 

                                                                                                                                                                                                                                                     

 

 

Company Information / Cash Proceeds

 

Event Approval Proceeds Date of Payment Type of Share Class of Share Earnings per share
            (Reais / Share)
Board of Directors’ 3/26/2015 Interest on Shareholders’ Equity Common   0.36913
Meeting            

 

 

 

 

 

 

 

PAGE: 2 of 80


 
 

 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 

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

 

 

Code

Description

Current Quarter

3/31/2015

Previous Year
12/31/2014

1

Total Assets

31,612,765

30,355,440

1.01

Current Assets

3,370,252

3,215,445

1.01.01

Cash and Cash Equivalents

1,737,971

1,722,991

1.01.03

Accounts Receivable

1,260,230

1,156,785

1.01.03.01

Trade Accounts Receivable

1,056,002

1,034,820

1.01.03.02

Other Accounts Receivable

204,228

121,965

1.01.03.02.01

Balances with Related Parties

204,228

121,965

1.01.04

Inventories

59,877

66,487

1.01.06

Recoverable Taxes

174,572

148,768

1.01.06.01

Current Recoverable Taxes

174,572

148,768

1.01.08

Other Current Assets

137,602

120,414

1.01.08.03

Other

137,602

120,414

1.01.08.03.01

Restricted Cash

21,881

19,750

1.01.08.03.20

Other Accounts Receivable

115,721

100,664

1.02

Noncurrent Assets

28,242,513

27,139,995

1.02.01

Long-Term Assets

1,547,471

780,362

1.02.01.03

Accounts Receivable

171,172

189,458

1.02.01.03.01

Trade Accounts Receivable

171,172

189,458

1.02.01.06

Deferred Taxes

377,154

209,478

1.02.01.06.01

Deferred Income Tax and Social Contribution

377,154

209,478

1.02.01.08

Receivables from Related Parties

700,197

102,018

1.02.01.08.03

Receivables from Controlling Shareholders

700,197

102,018

1.02.01.09

Other Noncurrent Assets

298,948

279,408

1.02.01.09.04

Escrow Deposits

84,657

69,488

1.02.01.09.05

ANA – National Water Agency

125,103

122,634

1.02.01.09.20

Other Accounts Receivable

89,188

87,286

1.02.02

Investments

76,132

75,262

1.02.02.01

Shareholdings

22,093

21,223

1.02.02.01.04

Other Shareholdings

22,093

21,223

1.02.02.02

Investment Properties

54,039

54,039

1.02.03

Property, Plant and Equipment

309,721

304,845

1.02.04

Intangible Assets

26,309,189

25,979,526

1.02.04.01

Intangible Assets

26,309,189

25,979,526

1.02.04.01.01

Concession Contracts

8,717,723

8,650,531

1.02.04.01.02

Program Contracts

6,168,586

6,082,062

1.02.04.01.03

Service Contracts

11,146,863

10,986,386

1.02.04.01.04

Software License

276,017

260,547

 

       
 
 

PAGE: 3 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 
 

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

 

Code

Description

Current Quarter

3/31/2015

Previous Year

12/31/2014

2

Total Liabilities

31,612,765

30,355,440

2.01

Current Liabilities

3,560,588

3,480,576

2.01.01

Labor and Pension Plan Liabilities

370,597

387,971

2.01.01.01

Pension Plan Liabilities

19,497

38,427

2.01.01.02

Labor Liabilities

351,100

349,544

2.01.02

Trade Accounts Payable

238,468

323,513

2.01.02.01

Domestic Suppliers

238,468

323,513

2.01.03

Tax Liabilities

61,038

74,138

2.01.03.01

Federal Tax Liabilities

53,466

64,209

2.01.03.01.02

PIS-PASEP and COFINS (taxes on revenue) Payable

7,569

0

2.01.03.01.03

INSS (social security contribution) Payable

32,891

33,324

2.01.03.01.20

Other Federal Taxes

13,006

30,885

2.01.03.02

State Taxes Liabilities

0

48

2.01.03.03

Municipal Taxes Liabilities

7,572

9,881

2.01.04

Loans and Financing

1,378,233

1,207,126

2.01.04.01

Loans and Financing

513,208

484,064

2.01.04.01.01

In Domestic Currency

202,810

245,384

2.01.04.01.02

In Foreign Currency

310,398

238,680

2.01.04.02

Debentures

855,425

714,065

2.01.04.03

Financing through finance lease

9,600

8,997

2.01.05

Other Liabilities

910,326

862,736

2.01.05.01

Payables to Related Parties

1,288

1,569

2.01.05.01.03

Payables to Controlling Shareholders

1,288

1,569

2.01.05.02

Other

909,038

861,167

2.01.05.02.01

Dividends and Interest on Equity Payable

214,523

214,523

2.01.05.02.04

Services Payable

402,830

318,973

2.01.05.02.05

Refundable Amounts

13,254

16,929

2.01.05.02.06

Program Contract Commitments

161,778

189,551

2.01.05.02.07

Private Public Partnership – PPP

38,508

38,047

2.01.05.02.09

Indemnities

10,722

10,516

2.01.05.02.20

Other Payables

67,423

72,628

2.01.06

Provisions

601,926

625,092

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

109,991

120,003

2.01.06.01.01

Tax Provisions

9,540

8,681

2.01.06.01.02

Social Security and Labor Provisions

35,356

48,340

2.01.06.01.04

Civil Provisions

65,095

62,982

2.01.06.02

Other Provisions

491,935

505,089

2.01.06.02.03

Provisions for Environmental Liabilities and Decommissioning

31,530

62,250

2.01.06.02.04

Provisions for Customers

397,829

382,937

2.01.06.02.05

Provisions for Suppliers

62,576

59,902

2.02

Non-Current Liabilities

14,429,596

13,570,461

2.02.01

Loans and Financing

10,468,794

9,578,641

2.02.01.01

Loans and Financing

6,817,341

5,718,135

2.02.01.01.01

In Domestic Currency

1,707,532

1,610,523

2.02.01.01.02

In Foreign Currency

5,109,809

4,107,612

2.02.01.02

Debentures

3,169,145

3,386,913

 

       

 

 

PAGE: 4 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 

 

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

 

 

Code

Description

Current Quarter

3/31/2015

Previous Year

12/31/2014

2.02.01.03

Financing through finance lease

482,308

473,593

2.02.02

Other Payables

3,458,986

3,396,565

2.02.02.02

Other

3,458,986

3,396,565

2.02.02.02.04

Pension Plan Liabilities

2,771,585

2,729,598

2.02.02.02.05

Program Contract Commitments

18,621

18,208

2.02.02.02.06

Private Public Partnership – PPP

352,680

330,236

2.02.02.02.07

Indemnities

12,184

8,925

2.02.02.02.08

Labor Liabilities

16,699

23,498

2.02.02.02.09

Deferred COFINS and PASEP

129,120

129,351

2.02.02.02.20

Other Payables

158,097

156,749

2.02.04

Provisions

501,816

595,255

2.02.04.01

Tax, Pension Plan, Labor and Civil Provisions

269,700

285,197

2.02.04.01.01

Tax Provisions

46,975

46,873

2.02.04.01.02

Pension Plan and Labor Provisions

178,107

184,893

2.02.04.01.04

Civil Provisions

44,618

53,431

2.02.04.02

Other Provisions

232,116

310,058

2.02.04.02.03

Provisions for Environmental Liabilities and Decommissioning

153,338

163,347

2.02.04.02.04

Provisions for Customers

74,319

141,237

2.02.04.02.05

Provisions for Suppliers

4,459

5,474

2.03

Equity

13,622,581

13,304,403

2.03.01

Paid-Up Capital

10,000,000

10,000,000

2.03.04

Profit Reserve

3,694,151

3,694,151

2.03.04.01

Legal Reserves

758,141

758,141

2.03.04.08

Additional Dividend Proposed

22,002

22,002

2.03.04.10

Reserve for Investments

2,914,008

2,914,008

2.03.05

Retained Earnings/Accumulated Losses

318,178

0

2.03.06

Equity Valuation Adjustments

-389,748

-389,748

 

       

 

PAGE: 5 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 

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

 

Code

Description

YTD Current Year 1/1/2015 to 3/31/2015

YTD Previous Year 1/1/2014 to 3/31/2014

3.01

Revenue from Sales and/or Services

2,468,641

2,791,930

3.02

Cost of Sales and/or Services

-1,758,677

-1,678,717

3.02.01

Cost of Sales and/or Services

-1,182,301

-1,158,245

3.02.02

Construction Cost

-576,376

-520,472

3.03

Gross Profit

709,964

1,113,213

3.04

Operating Income/Expenses

426,298

-400,708

3.04.01

Selling Expenses

-184,481

-156,597

3.04.02

General and Administrative Expenses

577,608

-200,674

3.04.04

Other Operating Income

29,283

16,507

3.04.04.01

Other Operating Income

34,086

17,814

3.04.04.02

COFINS and PASEP

-4,803

-1,307

3.04.05

Other Operating Expenses

2,774

-59,576

3.04.05.01

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

8,301

-45,647

3.04.05.03

Tax Incentives

0

-865

3.04.05.04

Surplus Cost of Electricity Traded

-5,532

0

3.04.05.06

Provision for losses - Diadema and Saned

0

-13,000

3.04.05.20

Other

5

-64

3.04.06

Equity in the Earnings (Losses) of Subsidiaries

1,114

-368

3.05

Income Before Financial Result and Taxes

1,136,262

712,505

3.06

Financial Result

-985,760

27,519

3.06.01

Finance Income

104,388

96,508

3.06.01.01

Finance Income

103,829

96,852

3.06.01.02

Foreign Exchange Gains

559

-344

3.06.02

Finance Expenses

-1,090,148

-68,989

3.06.02.01

Finance Expenses

-205,623

-185,998

3.06.02.02

Foreign Exchange Losses

-884,525

117,009

3.07

Earnings Before Income Tax

150,502

740,024

3.08

Income Tax and Social Contribution

167,676

-262,438

3.08.01

Current

0

-276,717

3.08.02

Deferred

167,676

14,279

3.09

Net Result from Continued Operations

318,178

477,586

3.11

Profit/Loss for the Period

318,178

477,586

3.99

Earnings per Share - (Reais / Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common Share

0.46551

0.69873

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common Share

0.46551

0.69873

 

       

 
 

PAGE: 6 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 

Parent Company’s Financial Statements / Statement of Comprehensive Income

 

(R$ thousands)

 

   
 Code  Description YTD Current Year YTD Previous Year
    1/1/2015 to 3/31/2015 1/1/2014 to 3/31/2014
4.01 Net Income for the Period 318,178 477,586
4.3 Comprehensive Income for the Period 318,178 477,586

 
 
 

PAGE: 7 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

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

Code

Description

YTD Current Year 1/1/2015 to 3/31/2015

YTD Previous Year 1/1/2014 to 3/31/2014

6.01

Net Cash from Operating Activities

476,478

806,862

6.01.01

Cash from Operations

758,316

1,261,463

6.01.01.01

Profit Before Income Tax and Social Contribution

150,502

740,024

6.01.01.02

Provision and Inflation Adjustments on Provisions

-84,524

18,881

6.01.01.03

GESP Agreement

-696,283

0

6.01.01.04

Financial Charges from Customers

-49,035

-42,106

6.01.01.05

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

-8,301

370

6.01.01.06

Depreciation and Amortization

253,308

260,258

6.01.01.07

Interest on Loans and Financing Payable

121,043

109,137

6.01.01.08

Monetary and Foreign Exchange Change on Loans and Financing

940,559

-83,982

6.01.01.09

Interest and Monetary Change on Liabilities

6,045

5,023

6.01.01.10

Interest and Monetary Change in Assets

-14,807

0

6.01.01.11

Allowance for Doubtful Accounts

47,343

14,693

6.01.01.12

Provision for Consent Decree (TAC)

-43,148

4,732

6.01.01.13

Equity in the Earnings (Losses) of Subsidiaries

-1,114

368

6.01.01.14

Provision for Sabesprev Mais

2,044

1,877

6.01.01.15

Other Provisions/Reversals

-3,563

81,108

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

68,423

89,511

6.01.01.17

Gross Margin over Intangible Assets Resulting from Concession Contracts

-12,090

-10,755

6.01.01.18

Pension Plan Liabilities

81,914

72,324

6.01.02

Other Adjustments

-70,537

-81,567

6.01.02.01

Changes in Assets and Liabilities

2,367

123,704

6.01.02.02

Trade Accounts Receivable

12,556

12,896

6.01.02.03

Inventories

6,638

4,051

6.01.02.04

Recoverable Taxes

-25,804

0

6.01.02.05

Other Accounts Receivable

-19,428

-39,623

6.01.02.06

Escrow Deposits

-648

5,119

6.01.02.08

Contractors and Suppliers

-11,648

-5,028

6.01.02.09

Payroll, Provisions and Social Contribution

25,774

47,445

6.01.02.10

Pension Plan Liabilities

-39,927

-38,929

6.01.02.11

Taxes and Contributions Payable

4,643

-61,779

6.01.02.12

Services Received

15,434

87,576

6.01.02.13

Other Liabilities

-8,182

-114,429

6.01.02.14

Provisions

-32,081

-105,075

6.01.02.15

Deferred COFINS/PASEP

-231

2,505

6.01.03

Other

-211,301

-373,034

6.01.03.01

Interest Paid

-193,558

-179,173

6.01.03.02

Income Tax and Social Contribution Paid

-17,743

-193,861

6.02

Net Cash from Investing Activities

-530,248

-604,639

6.02.01

Acquisition of Property, Plant and Equipment

-8,402

-7,471

6.02.02

Acquisition of Intangible Assets

-519,959

-510,440

6.02.03

Increase in Investments

244

-3

6.02.04

Restricted Cash

-2,131

-86,725

 

PAGE: 8 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 
 

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

 

Code

Description

 

YTD Current Year 1/1/2015 to 3/31/2015

 

YTD Previous Year 1/1/2014 to 3/31/2014

6.03

Net Cash from Financing Activities

68,750

-1,752

6.03.01

Funding – Loans

311,671

198,444

6.03.02

Amortization of Loans

-203,905

-184,930

6.03.04

Public-Private Partnership (PPP)

-5,611

-4,912

6.03.05

Program Contract Commitments

-33,405

-10,354

6.05

Increase (Decrease) in Cash and Cash Equivalents

14,980

200,471

6.05.01

Opening Cash and Cash Equivalents

1,722,991

1,782,001

6.05.02

Closing Cash and Cash Equivalents

1,737,971

1,982,472

 

       
 

PAGE: 9 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 
 

 Parent Company’s Financial Statements/Statement of Changes in Equity - 1/1/2015 to 3/31/2015 (R$ thousands)

 

Code

Description

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/ Accumulated Losses

Other Comprehensive Income

Total Equity

5.01

Opening Balances

10,000,000

0

3,694,151

0

-389,748

13,304,403

5.03

Restated Opening Balances

10,000,000

0

3,694,151

0

-389,748

13,304,403

5.05

Total Comprehensive Income

0

0

0

318,178

0

318,178

5.05.01

Net Income for the Period

0

0

0

318,178

0

318,178

5.07

Closing Balances

10,000,000

0

3,694,151

318,178

-389,748

13,622,581

 

               
 

PAGE: 10 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 
 

 Parent Company’s Financial Statements/Statement of Changes in Equity - 1/1/2014 to 3/31/2014 (R$ thousands)

 

 

Code

Description

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/ Accumulated Losses

Other Comprehensive Income

Total Equity

5.01

Opening Balances

6,203,688

124,255

6,736,389

0

-133,531

12,930,801

5.03

Restated Opening Balances

6,203,688

124,255

6,736,389

0

-133,531

12,930,801

5.05

Total Comprehensive Income

0

0

0

477,586

0

477,586

5.05.01

Net Income for the Period

0

0

0

477,586

0

477,586

5.07

Closing Balances

6,203,688

124,255

6,736,389

477,586

-133,531

13,408,387

 

               

 

PAGE: 11 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 
 

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

 

 

PBRCode

Description

 

YTD Current Year 1/1/2015 to 3/31/2015

 

YTD Previous Year 1/1/2014 to 3/31/2014

7.01

Revenue

2,579,701

2,978,779

7.01.01

Operating Revenue

2,004,492

2,444,431

7.01.02

Other Revenue

34,086

17,814

7.01.03

Revenue from Construction of Own Assets

588,466

531,227

7.01.04

Allowance for/Reversal of Doubtful Accounts

-47,343

-14,693

7.02

Inputs Acquired from Third Parties

-1,051,814

-1,200,585

7.02.01

Costs of Sales and Services

-989,974

-969,782

7.02.02

Materials, Energy, Outsourced Services and Other

-64,614

-171,227

7.02.04

Other

2,774

-59,576

7.03

Gross Value Added

1,527,887

1,778,194

7.04

Retentions

-253,308

-260,258

7.04.01

Depreciation, Amortization and Depletion

-253,308

-260,258

7.05

Net Value Added Produced

1,274,579

1,517,936

7.06

Value Added Received through Transfer

801,785

96,140

7.06.01

Equity in the Earnings (Losses) of Subsidiaries

1,114

-368

7.06.02

Finance Income

104,388

96,508

7.06.03

Other

696,283

0

7.06.03.01

GESP Reimbursement – Benefits Paid

696,283

0

7.07

Total Value Added to Distribute

2,076,364

1,614,076

7.08

Value Added Distribution

2,076,364

1,614,076

7.08.01

Personnel

498,634

456,256

7.08.01.01

Direct Compensation

322,756

301,277

7.08.01.02

Benefits

137,592

126,207

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

38,286

28,772

7.08.02

Taxes and Contributions

76,306

555,324

7.08.02.01

Federal

48,927

531,298

7.08.02.02

State

19,883

16,303

7.08.02.03

Municipal

7,496

7,723

7.08.03

Value Distributed to Providers of Capital

1,183,246

124,910

7.08.03.01

Interest

1,162,620

107,137

7.08.03.02

Rental

20,626

17,773

7.08.04

Value Distributed to Shareholders

318,178

477,586

7.08.04.03

Retained Earnings/Accumulated Loss for the Period

318,178

477,586

       

 

PAGE: 12 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

 

Comments on the Company’s Performance

 

1. Financial highlights

 

       

R$ million

 

1Q15

1Q14

Chg. (R$)

%

(+) Gross operating revenue

2,004.5

2,444.5

(440.0)

(18.0)

(+) Construction revenue

588.4

531.2

57.2

10.8

(-) COFINS and PASEP taxes

124.3

183.7

(59.4)

(32.3)

(=) Net operating revenue

2,468.6

2,792.0

(323.4)

(11.6)

(-) Costs and expenses

789.1

1,515.5

(726.4)

(47.9)

(-) Construction costs

576.4

520.5

55.9

10.7

(+) Equity result

1.1

(0.4)

1.5

(375.0)

(+) Other operating revenue/expenses, net

32.1

(43.1)

75.2

(174.5)

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

1,136.3

712.5

423.8

59.5

(+) Financial result

(985.8)

27.5

(1,013.3)

(3,684.7)

(=) Earnings before income tax and social contribution

150.5

740.0

(589.5)

(79.7)

(+) Income tax and social contribution

167.7

(262.4)

430.1

(163.9)

Net Income

318.2

477.6

(159.4)

(33.4)

Earnings per share* (R$)

0.47

0.70

 

 

* Total shares = 683,509,869

       

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

 

       

R$ million

 

1Q15

1Q14

Chg. (R$)

%

Net income

318.2

477.6

(159.4)

(33.4)

(+) Income tax and social contribution

(167.7)

262.4

(430.1)

(163.9)

(+) Financail result

985.8

(27.5)

1,013.3

(3,684.7)

(+) Other operating revenues/expenses, net

(32.1)

43.1

(75.2)

(174.5)

(=) Adjusted EBIT*

1,104.2

755.6

348.6

46.1

(+) Depreciation and amortization

253.3

260.2

(6.9)

(2.7)

(=) Adjusted EBITDA **

1,357.5

1,015.8

341.7

33.6

(%) Adjusted EBITDA margin

55.0

36.4

 

 

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

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

 

In 1Q15, net operating revenue, including construction revenue, reached R$ 2.5 billion; an 11.6% decrease compared to 1Q14.

Costs and expenses, including construction costs, totaled R$ 1.4 billion, down by 32.9% compared to R$ 2.0 billion recorded in 1Q14. Excluding the R$ 696.3 million reimbursement from the São Paulo state government, costs and expenses increased R$ 25.8 million or 1.3%.

Adjusted EBIT, in the amount of R$ 1.1 billion, grew 46.1% from R$ 755.6 million recorded in the same quarter of the previous year.

Adjusted EBITDA, in the amount of R$ 1.4 billion, increased 33.6% from R$ 1.0 billion recorded in 1Q14.

The adjusted EBITDA margin was 55.0% in 1Q15, versus 36.4% in 1Q14. Excluding construction revenues and construction costs, the adjusted EBITDA margin was 71.6% in 1Q15 (44.5% in 1Q14).

Net income totaled R$ 318.2 million, 33.4% lower than R$ 477.6 million recorded in 1Q14.

 

2. Gross operating revenue

Gross operating revenue from water and sewage, not including construction revenue, totaled R$ 2.0 billion, a drop of R$ 440.0 million or 18.0%, when compared to the R$ 2.4 billion recorded in 1Q14.

The main factors that led to this variation were:

·         Bonus granted within the Water Consumption Reduction Incentive Program, with a R$ 211.2 million impact in 1Q15, versus the R$ 10.7 million recorded in 1Q14; and

·         Decrease of 11.7% in the Company’s total billed volume (13.2% in water and 9.7% in sewage).

 

The decline in gross operating revenue was mitigated by the application of the 6.5% tariff increase since December 2014 and the effect of the contingency tariff, totaling R$ 79.3 million.

 

 

PAGE: 13 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

Comments on the Company’s Performance

 
 

3. Construction revenue

Construction revenue increased R$ 57.2 million or 10.8%, when compared to 1Q14. The variation was mainly due to higher investments in 1Q15.


4. Billed volume

 

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

 

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

 

 

Water

 

 

Sewage

 

Water + Sewage

 

Category

1Q15

1Q14

%

1Q15

1Q14

%

1Q15

1Q14

%

Residential

369.0

410.6

(10.1)

308.7

340.3

(9.3)

677.7

750.9

(9.7)

Commercial

40.5

44.9

(9.8)

38.1

42.0

(9.3)

78.6

86.9

(9.6)

Industrial

8.5

10.2

(16.7)

9.9

11.2

(11.6)

18.4

21.4

(14.0)

Public

10.5

13.7

(23.4)

8.0

10.6

(24.5)

18.5

24.3

(23.9)

Total retail

428.5

479.4

(10.6)

364.7

404.1

(9.8)

793.2

883.5

(10.2)

Wholesale

53.4

75.5

(29.3)

6.3

6.6

(4.5)

59.7

82.1

(27.3)

Total

481.9

554.9

(13.2)

371.0

410.7

(9.7)

852.9

965.6

(11.7)

                   

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

 

Water

 

 

Sewage

 

 

Water + Sewage

 

Region

1Q15

1Q14

%

1Q15

1Q14

%

1Q15

1Q14

%

Metropolitan

267.9

308.9

(13.3)

230.9

262.9

(12.2)

498.8

571.8

(12.8)

Regional (2)

160.6

170.5

(5.8)

133.8

141.2

(5.2)

294.4

311.7

(5.6)

Total retail

428.5

479.4

(10.6)

364.7

404.1

(9.8)

793.2

883.5

(10.2)

Wholesale

53.4

75.5

(29.3)

6.3

6.6

(4.5)

59.7

82.1

(27.3)

Total

481.9

554.9

(13.2)

371.0

410.7

(9.7)

852.9

965.6

(11.7)

(1) Unaudited

(2) Including coastal and interior region

 

 

PAGE: 14 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

Comments on the Company’s Performance

 
 

5. Costs, administrative and selling expenses

In 1Q15, costs, administrative and selling expenses, dropped 32.9% (R$ 670.5 million). Excluding construction costs, total costs and expenses dropped 47.9%. As a percentage of net revenue, cost and expenses was 55.3% in 1Q15 and 72.9% in 1Q14.

The R$ 670.5 million decline in costs and expenses and their reduced share in net revenue were mainly caused by the São Paulo state government reimbursement.

 

       

R$ million

 

1Q15

1Q14

Chg. (R$)

%

Payroll and benefits

534.5

496.7

37.8

7.6

Supplies

48.7

47.1

1.6

3.4

Treatment supplies

72.3

69.7

2.6

3.7

Services

295.9

314.7

(18.8)

(6.0)

Electric power

159.1

140.0

19.1

13.6

General expenses

54.4

152.7

(98.3)

(64.4)

Tax expenses

19.9

19.7

0.2

1.0

São Paulo state government reimbursement

(696.3)

-

(696.3)

-

Sub-total

488.5

1,240.6

(752.1)

(60.6)

Depreciation and amortization

253.3

260.2

(6.9)

(2.7)

Credit write-offs

47.3

14.7

32.6

221.8

Sub-total

300.6

274.9

25.7

9.3

Costs and expenses

789.1

1,515.5

(726.4)

(47.9)

Construction costs

576.4

520.5

55.9

10.7

Costs, adm., selling and construction expenses

1,365.5

2,036.0

(670.5)

(32.9)

% of net revenue

55.3

72.9

 

 

 

5.1. Payroll and benefits

 

In 1Q15 payroll and benefits grew R$ 37.8 million or 7.6%, due to the following:

 

·         R$ 19.8 million increase due to the 6.8% increase in average wages since May 2014 and the changes from the career and wage plan;

·         R$ 8.8 million upturn in the provision for the Pension Plan, arising from changes in actuarial assumptions;

·         R$ 4.9 million increase in overtime pay, mainly due to wage adjustment in the period, and the higher number of hours worked, as a result of the management and intensification of water systems maintenance; and

·         R$ 2.1 million, due to the 7.1% adjustment in healthcare expenses since July 2014.

 

5.2. Treatment supplies

 

In 1Q15, expenses with treatment supplies increased R$ 2.6 million or 3.7%, from R$ 69.7 million to R$ 72.3 million, chiefly due to the beginning of the use of products that reduce the algae bloom in the São Paulo Metropolitan Region’s water sources since April 2014, with a R$ 3.2 million impact.

 

5.3. Services

 

Services expenses, in the amount of R$ 295.9 million, dropped R$ 18.8 million or 6.0%, in comparison to the R$ 314.7 million in 1Q14. The main factors were:

·         Lower estimate of service expenses, totaling R$ 22.2 million, especially due to the recognition, in 1Q14, of expenses with legal services related to the agreement for the resumption of operations in the city of Diadema; and

·         R$ 7.0 million decrease in advertising campaigns.

On the other hand, the following increases occurred:

·         Hiring of services in the amount of R$ 7.4 million, mainly due to the beginning of operations in the municipality of Diadema, in March of 2014, in the amount of R$ 6.4 million; and

·         Maintenance of domestic sewage connections in several areas of the São Paulo metropolitan region, totaling R$ 4.7 million.

 

 

PAGE: 15 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

Comments on the Company’s Performance

 

 

5.4. Electric power

 

Electric power expenses totaled R$ 159.1 million, an increase of R$ 19.1 million or 13.6% in comparison to the R$ 140.0 million in 1Q14, chiefly due to the average increase of 11.7% in free market tariffs and of 31.6% in regulated market tariffs.

These increases were partially offset by the average decrease of 13.3% of the Company’s total electric power consumption in 1Q15.


5.5. General expenses

 

General expenses dropped R$ 98.3 million or 64.4%, totaling R$ 54.4 million, versus the R$ 152.7 million recorded in 1Q14 mainly due to:

·         R$ 77.4 million decrease in the provision for lawsuits; and

·         Lower provision for the Municipal Fund for Environmental Sanitation and Infrastructure, in the amount of R$ 22.6 million, as a result of the decrease in revenues with the municipality of São Paulo.

 

5.6. São Paulo state government reimbursement

 

In 1Q15, the Company entered into an agreement with the São Paulo state government to receive the undisputed amount, related to the state’s debt with the Company, for the payment of the benefits to former employees (G0) dealt with by state Law 4,819, of August 26, 1958, that generated a credit in the result in the amount of R$696.3 million.

 

 

5.7. Depreciation and amortization

 

R$ 6.9 million decrease or 2.7%, reaching R$ 253.3 million in comparison to the R$ 260.2 million recorded in 1Q14, largely due to higher provision for the amortization related to the transfer of works held in 1Q14.

 

 

5.8. Credit write-offs

 

Credit write-offs increased R$ 32.6 million, especially due to the complement of the provision related to the breach of agreements with municipal clients in 1Q15.

 

 

6. Other operating revenues and expenses, net

 

Other operating revenues/expenses, net, recorded a R$ 75.2 million positive variation.

 

6.1. Other operating revenues

 

An increase of R$ 12.8 million in other operating revenues, especially through the sale of surplus electricity, totaling R$ 21.8 million, partially offset by the decline in revenue from Rational Use of Water Program (PURA), totaling R$ 8.8 million.

 

6.2. Other operating expenses

 

Recorded a R$ 62.4 million decrease, mainly due to:

 

·         Provision for the write-off of construction works and projects, in 1Q14, in the amount of R$ 31.4 million, non-recurring;

·         Lower provision for the write-off of hydrometers, resulting in a R$ 20.2 million drop; and

·         Provision for losses with contractual payments, as a result of the agreement with the municipality of Diadema, in 1Q14, totaling R$ 13.0 million.

 

7. Financial result

 

       

R$ million

 

1Q15

1Q14

Chg.

%

Financial expenses, net of revenues

(63.8)

(65.6)

1.8

(2.7)

Net monetary and exchange variation

(922.0)

93.1

(1,015.1)

(1,090.3)

Financial result

(985.8)

27.5

(1,013.3)

(3,684.7)

 

 

PAGE: 16 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

Comments on the Company’s Performance

 
 

 

7.1. Financial revenues and expenses 

 

       

R$ million

 

1Q15

1Q14

Chg.

%

Financial expenses

 

 

 

 

Interest and charges on domestic loans and financing

(86.7)

(82.2)

(4.5)

5.5

Interest and charges on international loans and financing

(30.4)

(24.4)

(6.0)

24.6

Other financial expenses

(20.2)

(30.5)

10.3

(33.8)

Total financial expenses

(137.3)

(137.1)

(0.2)

0.1

Financial revenues

73.5

71.5

2.0

2.8

Financial expenses net of revenues

(63.8)

(65.6)

1.8

(2.7)

 

7.1.1. Financial expenses

 

Financial expenses grew R$ 0.2 million. The main reasons were:

 

·         R$ 4.5 million increase in interest and charges on domestic loans and financing, mainly due to the higher interest on debentures, due to the 19th debenture issue in June 2014;

·         R$ 6.0 million increase in interest and charges on international loans and financing, due to the US dollar and Yen appreciation versus the Brazilian Real in 1Q15 (20.8% and 20.3%, respectively), when compared to the depreciation recorded in 1Q14 (-3.4% and -1.6%, respectively); and

·         R$ 10.3 million decrease in other financial expenses, largely due to the lower provision for financial charges of lawsuits.

 

7.1.2. Financial revenues

 

Financial revenues increased R$ 2.0 million or 2.8%, due to interest over installment agreement held in the period.

 

7.2. Monetary and exchange rate variation on assets and liabilities

 

       

R$ million

 

1Q15

1Q14

Chg.

%

Monetary variation on loans and financing

(56.2)

(33.0)

(23.2)

70.3

Exchange rate variation on loans and financing

(884.5)

117.0

(1,001.5)

(856.0)

Other monetary variations

(12.2)

(15.9)

3.7

(23.3)

Monetary/exchange rate variation on liabilities

(952.9)

68.1

(1,021.0)

(1,499.3)

Monetary/exchange rate variation on assets

30.9

25.0

5.9

23.6

Monetary/exchange rate variation, net

(922.0)

93.1

(1,015.1)

(1,090.3)

 

7.2.1. Monetary/exchange rate variation on liabilities

 

The effect on the monetary/currency exchange variation on liabilities in 1Q15 was R$ 1,021.0 million, higher than in 1Q14, especially due to:

 

·         An increase of R$ 23.2 million in expenses with monetary variation on domestic loans and financing, chiefly due to the increase in the variation of IPCA in 1Q15 (3.8%) compared to the variation recorded in 1Q14 (2.2%); and

·         An upturn of R$ 1,001.5 million in expenses with exchange variation on loans and financing, due to the appreciation of the US dollar and the Yen versus the Brazilian Real in 1Q15 (20.8% and 20.3%, respectively), when compared to the depreciation recorded in 1Q14 (-3.4% and -1.6%, respectively).

 

7.2.2. Monetary/Exchange rate variation on assets

 

R$ 5.9 million increase, mainly due to the monetary updates on judicial deposits.

 

 

PAGE: 17 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

Comments on the Company’s Performance

 


8. Income tax and social contribution

In 1Q15, the Company recorded tax losses of R$ 548.0 million, mainly due to the permanent difference arising from the GESP agreement. These tax losses resulted in the recognition of deferred income tax/social contribution in the amount of R$ 186.3 million.

 

9. Indicators



 

9.1. Operating

 

As a result of the water crisis, there was a substantial reduction in the water production volume, down by 21.2%.

 

There was also a substantial decline in the index that measures water losses per connection per day (IPDT) which came to 290 liters/connection x day versus 366 liters/connection x day on the same period last year.


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

 

       

Operating indicators *

1Q15

1Q14

%

Water connections (1)

8,258

7,938

4.0

Sewage connections (1)

6,705

6,386

5.0

Population directly served - water (2)

25.3

24.6

2.8

Population directly served - sewage (2)

22.5

21.6

4.2

Number of employees

14,167

14,920

(5.0)

Water volume produced(3)

613

778

(21.2)

IPM - Measured water loss (%)

29.1

30.8

(5.5)

IPDt (liters/connectionxdays)

290.0

366.0

(20.8)

(1)         Total connections, active and inactive, in thousand units at the end of the period
(2)         In million inhabitants, at the end of the period. Not including wholesale
(3)         In millions of cubic meters
(*)       Unaudited

 

9.2. Financial

 

Economic Indexes * (quarter end)

1Q15

1Q14

Amplified Consumer Price Index (IPCA) - %

3.83

2.18

Referential Rate (TR) - %

0.23

0.19

Interbank Deposit Certificate (CDI) - %

2.81

2.4

US DOLAR (R$)

3.2080

2.2630

YEN (R$)

0.02675

0.02197

(*)     Unaudited

 

 

PAGE: 18 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1

Comments on the Company’s Performance

 

 

10. Loans and financing

 

 

                 
               

R$ million

INSTITUTION

2015

2016

2017

2018

2019

2020

2021 and onwards

Total

Local market

 

 

 

 

 

 

 

 

Caixa Econômica Federal

50.6

70.3

74.6

78.8

82.1

85.9

712.1

1,154.4

Debentures

583.7

358.7

882.4

586.6

671.4

373.2

568.5

4,024.5

BNDES

40.5

68.8

73.7

73.7

73.7

56.1

286.7

673.2

Commercial Leasing

8.5

18.9

19.9

21.1

22.3

24.4

376.9

492.0

Others

0.5

0.6

0.7

0.5

-

-

-

2.3

Interest and charges

62.0

18.4

-

-

-

-

-

80.4

Local market total

745.8

535.7

1,051.3

760.7

849.5

539.6

1,944.2

6,426.8

International market

 

 

 

 

 

 

 

 

BID

105.9

122.4

175.9

95.4

95.4

95.4

1,092.7

1,783.1

BIRD

-

-

-

-

4.9

9.8

132.1

146.8

Eurobonds

-

448.9

-

-

-

1,118.1

-

1,567.0

JICA

29.3

58.6

59.5

60.5

87.3

87.3

995.4

1,377.9

BID 1983AB

76.8

76.8

76.8

76.5

56.8

56.0

73.1

492.8

Interest and charges

51.0

1.6

-

-

-

-

-

52.6

International market total

263.0

708.3

312.2

232.4

244.4

1,366.6

2,293.3

5,420.2

Total

1,008.8

1,244.0

1,363.5

993.1

1,093.9

1,906.2

4,237.5

11,847.0

 

11. Capex

Planned investments for 2015 total approximately R$ 2.4 billion, of which R$ 579,5 million was invested in 1Q15.

 

 

PAGE: 19 of 80


 
 

ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1


Notes to the Interim Financial Information

 

 

1                    Operations

 

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

 

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

 

On March 31, 2015, the Company operated water and sewage services in 364 municipalities of the State of São Paulo. Most of these municipalities operations are based on 30-year concession, program and services contracts. The Company has two partial contracts with the municipality of Mogi das Cruzes, however, since most of municipality is serviced by wholesale, it was not included in the 364 municipalities. On March 31, 2015, the Company had 366 contracts.

 

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

 

As of March 31, 2015, 55 concession agreements had expired and are being negotiated. From March 31, 2015 to 2030, 37 concession agreements will expire. Management believes that concession agreements expired and not yet renewed will result in new contracts, disregarding the risk of discontinuity in the provision of municipal water supply and sewage services. By March 31, 2015, 274 program and services contracts were signed (274 contracts on December 31, 2014).

 

On March 31, 2015, the carrying amount of the underlying assets used in the 55 concessions of the municipalities under negotiation totaled R$6,345,036, accounting for 24.12% of the total, and the related gross revenue for the three-month period then ended totaled R$494,313, accounting for 19.06% of the total.

 

The Company's operations are concentrated in the municipality of São Paulo, which represents 46.75% of the gross revenues on March 31, 2015 (50.29% on March 31, 2014) and 42.37% of intangible assets (42.29% on December 31, 2014).

 

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

 
 

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Notes to the Interim Financial Information

 
 

 

Also, on June 23, 2010, the State of São Paulo, the city of São Paulo and SABESP signed the “Public service provision agreement of water supply and sewage services”, a 30-year concession agreement which is extendable for another 30 years. This agreement involves the following activities:

 

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

ii. capture, transport and treat of water;

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

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

 

In the municipality of Santos, in the Santos coast region, which has a significant population, the Company operates under an authorization by public deed, a situation similar to other municipalities in that region and in the Ribeira valley, where the Company started to operate after the merger of the companies that formed it. As of March 31, 2015, the carrying amount of the municipality of Santos’ intangible assets was R$225,256 (R$205,261 on December 31, 2014) and gross revenue in the three-month period ended March 31, 2015 was R$64,400 (R$63,407 on March 31, 2014).

 

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

 

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

 

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

 

 

The Company's shares have been listed in the Novo Mercado (New Market) segment of BM&FBovespa under the ticker symbol SBSP3 since April 2002 and on the New York Stock Exchange (NYSE) as American Depositary Receipts (“ADRs”) Level III, under the SBS code, since May 2002. In 2007, SABESP adhered to the Corporate Sustainability Index, or ISE of BM&FBovespa, which reflects the high level of commitment with sustainable development and social practices.

 

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

 

Water shortage  - SABESP’s operations have been influenced by the lowest rainfall and inflow never seen in 84 years at the reservoirs composing the Cantareira System. During the rainy season, from October 2014 to January 2015, rainfall remained below average, despite above average from February to March 2015. We expected the water volume stored at the Cantareira System to recover, however, as the levels were already low due to the lack of rainfall during Summer in 2013 and 2014, rainfall index in the region, during the rainy season from October 2014 to March 2015, was not sufficient to recover the reservoirs, whose levels are below than the one seen in the historical series. Under usual conditions, this system is liable for the direct supply of approximately 8.8 million people. To face this situation and ensure that the water supply is not interrupted, Sabesp has been adopting the following measures:

 

 
 

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Notes to the Interim Financial Information

 
 

 

 

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

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

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

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

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

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

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

 

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

 

This scenario of water shortage in 2014 and its persistence in 2015 also impacted the Company financially. As a result, since 2014 up to date, the Company has taken decisions to minimize these effects, including rearrangement of investments, expense budget reduction, negotiation of overdue credits (mainly with the São Paulo State Government and municipalities served on a wholesale basis), implementation of contingency tariff, request for extraordinary tariff revision (see Note 30) and other actions.

 

The Company’s Management expects the funds available in cash equivalents on March 31, 2015, totaling R$1,737,971, the operating cash generation estimated for 2015 and the lines of credit available for investments are sufficient to meet its short-term liabilities and not compromise the actions required to overcome the water shortage, thus preserving our consumers’ supply.

 

For other disclosures on the water shortage effect on revenues, see Note 24 revenues.

The interim financial information was approved by the Board of Directors on May 14, 2015.

 
 

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Notes to the Interim Financial Information

 
 

 

2                   Basis of preparation and presentation of the financial statements

 

 

(i)     Presentation of the quarterly financial information

 

The quarterly financial information as of March 31, 2015, was prepared based on the provisions of CPC 21 (R1) – Interim Financial Information and the international standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), applicable to the preparation of Quarterly Information Form– ITR and they are fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). Therefore, this Interim Financial Information takes into consideration the official letter CVM/SNC/SEP 003 of April 28, 2011, which allows the entities to present selected notes to the financial statements, in cases of redundant information already disclosed in the Annual Financial Statements. The interim financial information for March 31, 2015, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the financial statements as of December 31, 2014, prepared pursuant to the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB and pursuant to the accounting practices adopted in Brazil which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee- CPC.

 

 

3                   Accounting policies

 

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

 

 

4                   Risk Management

 

4.1   Financial Risk Management

Financial risk factors

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

 

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

 

(a)          Market risk  Foreign currency risk

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

 

 

 

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Notes to the Interim Financial Information

 
 

 

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

 

This risk arises from the possibility that the Company may incur in losses due to exchange rate fluctuations that would impact liability balances of foreign currency-denominated loans and financing raised in the market and related financial expenses. The Company does not maintain hedge or swap contracts or any derivative financial instrument to hedge against this risk, but conducts an active management of debt, taking advantage of opportunities to change expensive debts with “cheaper” debts, reducing the cost through early maturity.

 

A significant amount of the Company’s financial debt is indexed to the U.S. dollar and Yen, in the total amount of R$5,438,591 on March 31, 2015 (R$4,363,898 on December 31, 2014). Below, the Company’s exposure to foreign exchange risk:

 

 

March 31, 2015

December 31, 2014

 

Foreign currency

R$

Foreign currency

R$

 

 

 

 

 

Loans and financing– US$

1,248,706

4,005,849

1,231,188

3,270,282

Loans and financing – Yen

51,592,184

1,380,091

48,066,910

1,068,527

Interest and charges from loans and financing – US$

 

50,169

 

17,703

Interest and charges from loans and financing– Yen

 

2,482

 

7,386

Total exposure

 

5,438,591

 

4,363,898

Financing cost

 

(18,384)

 

(17,606)

Total loans in foreign currency (Note 15)

 

5,420,207

 

4,346,292

 

 

The 25% increase in foreign currency-denominated debt from December 31, 2014 to March 31, 2015 was mainly due to  the following:

 

1)      Exchange rate changes, since the US dollar appreciated 20.8% from R$2.6562 on December 31, 2014 to R$3.2080 on March 31, 2015. The US dollar-denominated debt accounts for 74% of foreign currency-denominated debts; and

2)        A 1% increase in US dollar-denominated debt and 7% increase in the Yen-denominated debt.

 

On March 31, 2015, if the Brazilian real had depreciated or appreciated by 10% against the US dollar and Yen with all other variables held constant, effects on results before taxes on the three-month period ended March 31, 2015 would have been R$543,859 (R$436,390 on December 31, 2014), lower or higher, mainly as a result of foreign exchange losses or gains on the translation of foreign currency-denominated loans.

 

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

 
 

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Notes to the Interim Financial Information

 
 
 

 

 

Scenario I (Probable)

Scenario II (+25%)

Scenario III (+50%)

 

(*)

 

 

Net currency exposure on March 31, 2015 (Liabilities) in US$

1,248,706

1,248,706

1,248,706

US$ rate on March 31, 2015

 

3.2080

 

3.2080

 

3.2080

Exchange rate estimated according to the scenario

3.2300

4.0375

4.8450

Difference between the rates

(0.0220)

(0.8295)

(1.6370)

 

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

 

(27,472)

 

(1,035,802)

 

(2,044,132)

 

Net currency exposure on March 31, 2015 (Liabilities) in Yen

 

51,592,184

 

51,592,184

 

51,592,184

 

Yen rate on March 31, 2015

 

0.02675

 

0.02675

 

0.02675

Exchange rate estimated according to the scenario

0.02814

0.03518

0.04221

Difference between the rates

(0.00139)

(0.00843)

(0.01546)

 

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

 

(71,713)

 

(434,922)

 

(797,615)

 

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

 

(99,185)

 

(1,470,724)

 

(2,841,747)

 

(*)The probable scenario in foreign currency (US dollar and Yen) considered the average exchange rate for the 12-month period after March 31, 2015, according to BM&FBovespa.

 

 

Interest rate risk

 

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

 

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

 

 

 

 

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Notes to the Interim Financial Information

 

 

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

 

March 31, 2015  

 December 31, 2014

 

 

TR(i)

 

 

1,622,606

 

 

1,578,250

CDI(ii)

1,617,191

1,712,010

TJLP(iii)

1,090,376

1,059,074

IPCA(iv)

1,533,473

1,492,320

LIBOR(v)

2,416,108

1,953,989

Interest and charges

90,148 

  

133,776 

Total

8,369,902 

 

7,929,419 

 

(i)  TR – Interest Benchmark Rate

(ii) CDI - (Certificado de Depósito Interbancário), an interbank deposit certificate

(iii) TJLP - (Taxa de Juros a Longo Prazo), a long-term interest rate index

(iv) IPCA - (Índice Nacional de Preços ao Consumidor Amplo), a consumer price index

(v) LIBOR - London Interbank Offered Rate

 

As of March 31, 2015, if interest rates on loans and financing denominated in Brazilian reais had been 1% higher or lower with all other variables held constant, the effects on profit for the three-month period ended March 31, 2015, before taxes would have been R$83,699 (R$79,294 on December 31, 2014) lower or higher.

 

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

 

(b)         Credit risk

 

Credit risk arises from cash and cash equivalents, deposits in banks and financial institutions, as well as credit exposures to wholesale basis and retail customers, including outstanding accounts receivable, restricted cash and accounts receivable from related parties. Credit risk exposure to customers is mitigated by sales to a dispersed base.

 

The maximum exposures to credit risk at the reporting date are the carrying amounts of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade accounts receivable and accounts receivable from related parties in the balance sheet date. See additional information in Notes 6, 7, 8 and 9.

 

 

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Notes to the Interim Financial Information

 
 

 

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

 

 

March 31, 2015

December 31, de 2014

Cash at bank and short-term bank deposits

 

 

AAA(bra)

1,734,696

1,722,347

Other (*)

3,275

644

 

1,737,971

1,722,991

 

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

 

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

                                                                                                       

Banks

Fitch

Moody's

Standard Poor's

 

 

 

 

Banco do Brasil S.A.

AAA (bra)

Aaa.br

-

Banco Santander Brasil S.A.

AAA (bra)

Aaa.br

brAAA

Brazilian Federal Savings Bank

AAA (bra)

Aaa.br

brAAA

Banco Bradesco S.A.

AAA (bra)

Aaa.br

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

Aaa.br

brAAA

 

 

(c)                         Liquidity risk

 

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

 

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

 

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

 

 

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Notes to the Interim Financial Information

 

 

 

 

 

April to December 2015

2016

2017

2018

2019

2020 onwards

Total

As of March 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Loans and financing

1,408,147

1,826,063

1,874,314

1,429,224

1,481,253

7,865,997

15,884,998

Accounts payable to suppliers and contractors

238,468

-

-

-

-

-

238,468

Services payable

402,830

-

-

-

-

-

402,830

Public-private partnership – PPP (*)

34,528

46,038

46,038

285,104

285,104

4,658,234

5,355,046

Program contract commitments

169,541

3,309

928

607

818

16,865

192,068

 

(*)The Company also considered future commitments (construction in progress) not yet recognized in the financial statements related to São Lourenço PPP, due to the relevance of future cash flows, the impacts on its operations and the fact the Company already has formalized this commitment through an agreement signed by the parties.

 

Future interest

 

Future interest was calculated based on the contractual clauses for all agreements. For agreements with floating interest rate, the interest rates used correspond to the base dates above.

 

Cross default

 

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

 

(d)   Sensitivity analysis on interest rate risk

 

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

 

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

 

 

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Notes to the Interim Financial Information

 
 

March 31, 2015

 

Indicators

 

 

Exposure

 

Scenario I (Probable) (i)

 

Scenario II 25%

 

Scenario III 50%

 

Assets

CDI

 

 

 

1,641,541

 

 

 

11.9200%(*)

 

 

 

8.9400%(***)

 

 

 

5.9600%

Financial income

 

 

 

195,672

 

146,754

 

97,836

Liabilities

CDI

 

 

 

(1,617,191)

 

 

 

11.9200%(*)

 

 

 

8.9400%(***)

 

 

 

5.9600%

Interest to be incurred

 

 

 

(192,769)

 

(144,577)

 

(96,385)

CDI net exposure

 

24,350

 

2,903

 

2,177

 

1,451

Liabilities

TR

 

 

 

(1,622,606)

 

 

 

0.0218%(*)

 

 

 

0.0273%

 

 

 

0.0327%

Expenses to be incurred

 

 

 

(354)

 

(442)

 

(531)

IPCA

 

(1,533,473)

 

5.6000%(*)

 

7.0000%

 

8.4000%

Expenses to be incurred

 

 

 

(85,874)

 

(107,343)

 

(128,812)

TJLP

 

(1,090,376)

 

5.5000%(*)

 

6.8750%

 

8.2500%

Interest to be incurred

 

 

 

(59,971)

 

(74,963)

 

(89,956)

LIBOR

 

(2,416,108)

 

0.4459%(**)

 

0.5574%

 

0.6689%

Interest to be incurred

 

 

 

(10,773)

 

(13,467)

 

(16,159)

Total net expenses to be incurred

 

 

 

(154,069)

 

(194,038)

 

(234,007)

(*) Source: Focus Report – BACEN, March 31, 2015

(**) Source: Bloomberg

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

 

(i) Refers to the scenario of interest to be incurred for the 12 months as of March 31, 2015 or until the maturity of the agreements, whichever is shorter.

 

4.2  Capital management

 

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

 

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

 

 

 

 

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Notes to the Interim Financial Information

 

 

 

March 31, 2015

December 31, 2014

 

 

 

Total loans and financing (Note 15)

11,847,027

10,785,767

(-)Cash and cash equivalents (Note 6)

(1,737,971)

(1,722,991)

 

 

 

Net debt

10,109,056

9,062,776

Total equity

13,622,581

13,304,403

 

 

 

Total capital

23,731,637

22,367,179

 

 

 

Leverage ratio

43%

41%

 

On March 31, 2015, the leverage ratio increased from the 41% as of December 31, 2014 to 43%, due to the R$1,061,260 increase in loans and financing, mainly due to the inflow of funds in 2015, loan agreements in progress and the effect of Real depreciation against the US dollar.

 

4.3  Fair value estimates

 

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

 

4.4  Financial Instruments

 

On March 31, 2015 and December 31, 2014 the Company neither has financial assets classified into the fair value categories through profit or loss, held to maturity and available for sale nor financial liabilities classified as fair value through profit or loss. The Company’s financial instruments included in the loans and receivables category comprise cash and cash equivalents, trade accounts receivable, balances with related parties, other accounts receivable, balances receivable from the Water National Agency – ANA, and the financial instruments under other liabilities category are comprised of balance payable to contractors and suppliers, loans and financing, balances payable deriving from the Public Private Partnership-PPP and program contract commitments, which are non-derivative financial assets and liabilities with fixed or determinable payments, not quoted in an active market.

 

The estimated fair values of financial instruments are as follows:

 

 

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Notes to the Interim Financial Information

 

 

Financial assets

 

March 31, 2015

 December 31, 2014

 

Carrying amount

Fair value

Carrying amount

Fair value

Cash and cash equivalents

1,737,971

1,737,971

1,722,991

1,722,991

Restricted cash

21,881

21,881

19,750

19,750

Trade accounts receivable

1,227,174

1,227,174

1,224,278

1,224,278

Water National Agency – ANA

125,103

125,103

122,634

122,634

Other accounts receivable

204,909

204,909

187,950

187,950

 

Additionally, SABESP has financial instrument assets receivable from related parties, in the amount of R$904,425 as of March 31, 2015 (R$223,983 as of December 31, 2014), which were calculated in accordance with the conditions negotiated between related parties. The conditions and additional information referring to these financial instruments are disclosed in Note 9 to this interim financial information and in Note 10 to the annual financial statements as of December 31, 2014. Part of this balance, totaling R$837,441 (R$155,493 on December 31, 2014), refers to reimbursement from additional retirement and pension plan - G0 which is indexed by IPCA plus simple interest of 0.5% p.m. This interest rate approximates that one practiced by federal government bonds (NTN-b) with terms similar to those of related-party transactions.

 

Financial liabilities

 

 

March 31, 2015

December 31, 2014

 

Carrying amount

Fair value

Carrying amount

Fair value

Loans and financing

11,847,027

11,515,141

10,785,767

10,641,611

Accounts payable to suppliers and contractors

238,468

238,468

323,513

323,513

Services payable

402,830

402,830

318,973

318,973

Program contract commitments

180,399

180,399

207,759

207,759

Public-private partnership - PPP

391,188

391,188

368,283

368,283

 

The criteria adopted to obtain the fair values of loans and financing, in preparing the interim financial information as of March 31, 2015, are consistent with those adopted in the Annual Financial Statements for the fiscal year ended December 31, 2014. In the Annual Financial Statements, these criteria are disclosed in Note 5.4.

 

Considering the nature of other financial instruments, assets and liabilities of the Company, the balances recognized in the statement of financial position approximate the fair values, taking into account the maturities close to the end of the reporting period, comparison of contractual interest rates with market rates in similar operations at the end of the reporting periods, their nature and maturity terms.

 

 

 

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Notes to the Interim Financial Information

 

5                   Critical accounting estimates and judgments

 

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

 

These are disclosed in Note 6 to the Annual Financial Statements as of December 31, 2014.

 

 

6                   Cash and Cash Equivalents

 

 

March 31, 2015

December 31, 2014

 

 

 

Cash and banks

96,430

118,226

Cash equivalents

1,641,541

1,604,765

 

1,737,971

1,722,991

 

 

 

 

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

 

The average yield of financial investments corresponds to 99.43% of CDI in March 2015 (99.68% in December 2014).

 

 

7                    Restricted cash

 

 

 

March 31, 2015

December 31, 2014

 

 

 

Agreement with the municipal government of São Paulo (i)

9,388

9,176

Funds raised with BNDES (ii)

6,582

6,433

Other

5,911

4,141

 

21,881

19,750

 

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

 

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

 

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Notes to the Interim Financial Information

 
 

8                   Trade Accounts Receivable

 

(a) Financial position balances

 

 

March 31, 2015

December 31, 2014

Private sector:

 

 

General and special customers (i) (ii)

885,260

852,815

Agreements (iii)

288,681

291,367

 

 

 

 

1,173,941

1,144,182

Government entities:

 

 

Municipal

535,139

533,984

Federal

5,577

4,671

Agreements (iii)

198,268

192,253

 

 

 

 

738,984

730,908

Wholesale customers – Municipal governments: (iv)

 

 

Guarulhos

804,499

776,674

Mauá

378,607

366,515

Mogi das Cruzes

2,277

2,092

Santo André

804,220

787,305

São Caetano do Sul

1,610

1,779

Diadema (*)

224,433

224,433

 

 

 

Total wholesale customers – Municipal governments

2,215,646

2,158,798

 

 

 

Unbilled supply

369,983

354,678

 

 

 

Subtotal

4,498,554

4,388,566

Allowance for doubtful accounts

(3,271,380)

(3,164,288)

 

 

 

Total

1,227,174

1,224,278

 

 

 

Current

1,056,002

1,034,820

Noncurrent

171,172

189,458

 

 

 

 

1,227,174

1,224,278

 

 

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Notes to the Interim Financial Information

 

 

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

 

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

                                                

This balance is fully accrued as losses.

 

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

 

Saned must invest in EAED, certain assets, goods, rights and obligations, by capital increase, and transfer to the company its employees hired through competitive examination.

 

Once fulfilled these obligations, operations will be executed as provided in the Agreement. On this date, all shares issued by EAED will be effectively transferred to SABESP, corresponding to 100% of its capital stock.

 

SABESP will pay by offsetting credits against Saned’s debts with SABESP.

 

As of the reporting, such operation had not been concluded yet, as certain conditions have not been fully met. Accordingly, SABESP has not acquired EAED’s shares yet.

 

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

 

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

 

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

 

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

 

(iv)  Wholesale basis customers - municipal governments - This balance refers to the sale of treated water to municipalities, which are responsible for distributing to, billing and charging final customers. Some of these municipalities are questioning in court the tariffs charged by SABESP, which have full allowance for doubtful accounts. Additionally, the overdue amounts are included in the allowance for doubtful accounts.

 

 

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Notes to the Interim Financial Information

 

 

Below, the breakdown of trade accounts receivable at wholesale:

 

 

Three-month period ended
March 31, 2015

Twelve-month period ended
December 31 , 2014

 

 

 

Balance at the beginning of the period

2,158,798

1,917,859

Services provided

81,066

375,294

Receipts

(24,218)

(134,355)

 

 

 

Balance at the end of the period

2,215,646

2,158,798

 

 

 

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

 

 

 

March 31, 2015

December 31, 2014

 

 

 

Current

968,952

992,800

Past-due:

 

 

Up to 30 days

151,264

136,666

From 31 to 60 days

120,469

93,534

From 61 to 90 days

60,740

62,276

From 91 to 120 days

30,757

54,725

From 121 to 180 days

135,681

96,079

From 181 to 360 days

193,395

202,024

Over 360 days

2,837,296

2,750,462

 

 

 

Total past-due

3,529,602

3,395,766

 

 

 

Total

4,498,554

4,388,566

 

 

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

 

 

 

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Notes to the Interim Financial Information

 

 

 

(c)                         Allowance for doubtful accounts

 

 

 

March 31, 2015

March 31, 2014

 

 

 

Balance at the beginning of the period

3,164,288

2,856,684

Private sector/government entities

57,963

17,065

Recoveries

(14,229)

(11,760)

Wholesale customers

62,714

97,371

 

 

 

Additions for the period

106,448

102,676

 

 

 

Write-offs in the period referring to the bad debt

644

(142)

 

 

 

Balance at the end of the period

3,271,380

2,959,218

 

 

Reconciliation of provision for losses of income

January to March 2015

January to March 2014

 

 

 

Losses (write-off)

3,660

9,388

Provision for state entities (related parties)

2,399

-

Provision for private sector/government entities

57,963

17,065

Provision for wholesale supply

(2,450)

-

Recoveries

(14,229)

(11,760)

 

 

 

Amount recorded as selling expenses

47,343

14,693

Wholesale sales losses were recorded as revenue reduction, R$65,164 in 1Q15 and R$96,264 in 1Q14.

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

 

 

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Notes to the Interim Financial Information

 

 

9                   Related-Party Balances and Transactions

 

 

 

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

 

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

 

 

 

March 31, 2015

December 31, 2014

Accounts receivable

 

 

Current:

 

 

Water and sewage services

96,041

96,162

Allowance for losses

(47,732)

(45,333)

Reimbursement for pension benefits (G0):

 

 

- Monthly flow

6,348

9,753

- GESP Agreement – 2008

43,722

43,722

- GESP Agreement – 2015 (b)

87,174

-

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

18,675

17,661

 

 

 

Total current

204,228

121,965

 

 

 

Noncurrent::

 

 

Reimbursement for pension benefits (G0):

 

 

- GESP Agreement – 2008

91,088

102,018

- GESP Agreement – 2015 (b)

609,109

-

 

 

 

Total noncurrent

700,197

102,018

 

 

 

Total receivables from shareholder

904,425

223,983

 

 

 

Assets:

 

 

Water and sewage services

48,309

50,829

Reimbursement of additional retirement and pension benefits (G0)

837,441

155,493

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

18,675

17,661

 

 

 

Total

904,425

223,983

 

 

 

Liabilities:

 

 

Interest on shareholders’ equity payable to related parties

107,784

107,784

Others (h)

1,288

1,569

 

 

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Notes to the Interim Financial Information

 

 

 

January to March 2015

January to March 2014

Revenue from water and sewage services

 

 

Water supply

42,229

59,929

Sewage services

38,566

53,066

Payments received from related parties

(77,786)

(105,217)

 

 

 

Receipt of GESP reimbursement referring to Law 4819/58

33,201

34,598

 

 

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

 

On March 18, 2015, the Company, the State of São Paulo and the Department of Water and Electricity - DAEE, and the Sanitation and Water Resources Department as the intervening party, entered into a Term of Agreement in the amount of R$1,012,310, of which R$696,283 refer to the principal amount and R$316,027 referring to the inflation adjustment of principal until February 2015.

 

The Principal Amount will be paid in 180 installments, as follows:

 

·    The first 24 installments will be settled by immediately transferring of 2,221,000 preferred shares issued by Companhia de Transmissão de Energia Elétrica Paulista - CTEEP, totaling R$87,174, based on the share closing price on March 17, 2015, and

·    The amount of R$609,109 will be adjusted by IPCA (Extended Consumer Price Index) until the date when payments start and paid in cash, by means of other 156 monthly installments, beginning on April 5, 2017. When payment starts, installments will be adjusted by IPCA plus simple interest of 0.5% per month.

 

Considering the lawsuit which objects the possibility of transferring the reservoirs is pending final and unappealable court decision, the agreement also provides for the following situations:

 

·    If transfer is possible and the Reservoirs are effectively transferred to SABESP and registered at the notary’s office, SABESP will reimburse to the State the amounts paid in replacement of Reservoirs (Principal Amount) in 60 monthly installments adjusted by IPCA until the date of payment of each installment; and

 

·   If the transfer of Reservoirs is not possible, the State will pay to SABESP, in addition to the Principal Amount, the inflation adjustment credit in 60 installments, starting these payments at the end of Principal Amount installment payment. The amount will be adjusted by IPCA to the start date of payments and, as of this date, IPCA will be incurred plus 0.5% simple interest rates/month over the amount of each installment.

 

The accounting impacts of the agreement generated a debit of R$696,283 in accounts receivable from related parties (current and non-current) and a credit in the same amount in administrative expenses.

 

 

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Notes to the Interim Financial Information

 

 

(c)         Contingent assets - GESP (not recorded)

 

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

 

  March 31, December 31,
  2015 2014
Disputed amounts receivable 798,441 783,422
Undisputed amount referring to the transfer of reservoirs    
at Alto Tietê system to SABESP (Note 9 (b)) - 696,283
Total 798,441 1,479,705

 

(d)        Use of reservoirs – EMAE

 

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

 

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

 

Several lawsuits were filed by EMAE. Currently, an arbitration proceeding is in progress related to the Guarapiranga reservoir and a lawsuit related to Billings reservoir, both pleading for financial compensation due to SABESP’s water collect for public supply, alleging that this conduct has been causing permanent and growing loss in the capacity of generating electricity of Henry Borden hydroelectric power plant with financial losses.

 

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

 

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

 

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

 

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

 

 

 

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Notes to the Interim Financial Information

 

 

 

(f)          Guarantees

 

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

 

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

 

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully passed on and monetarily reimbursed. From January to March 2015 and 2014, the expenses related to personnel assigned by SABESP to other state government entities amounted to R$2,962 and R$2,494, respectively.

 

From January to March 2015 and 2014, expenses related to personnel assigned by other entities to SABESP totaled R$52 and R$96, respectively.

 

(h)        Services obtained from state government entities

 

On March 31, 2015 and December 31, 2014, SABESP had an outstanding amounts payable of R$1,288 and R$1,569, respectively, for services rendered by São Paulo State Government entities.

 

(i)          Non-operating assets

 

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

 

(j)          Sabesprev

 

The Company sponsors a private defined benefit pension plan, which is operated and administered by Sabesprev. The net actuarial liability recognized as of March 31, 2015 amounted to R$689,977 (R$676,071 on December 31, 2014), according to Note 19 (b).

 

(k)         Compensation of Management Key Personnel

 

Expenses related to the compensation to the members of its Board of Directors and Officers amounted to R$903 and R$853 for the first quarter of 2015 and 2014, respectively. An additional amount of R$141 and R$140, related to the Officers’ bonus program, was recorded from January to March 2015 and 2014, respectively.

 

(l)                          Loan agreement through credit facility

 

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

 

 

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Notes to the Interim Financial Information

 

 

 

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

 

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

 

SPE

Principal disbursed amount

Interest balance

Total

Interest rate

Maturity

Attend Ambiental

5,400

760

6,160

SELIC + 3.5 % p.a.

(*)

Aquapolo Ambiental

5,629

3,075

8,704

CDI + 1.2% p.a.

4/30/2016

Aquapolo Ambiental

19,000

8,836

27,836

CDI + 1.2% p.a.

4/30/2015

Total

30,029

12,671

42,700

 

 

 

(*)The loan agreement with SPE Attend Ambiental S/A matures within 180 days, from the date when the respective amount is available in the borrower’s account, renewable for the same period.

 

The amount disbursed is recognized in Assets under “Other receivables” and amounts to R$24,400 for principal and R$9,596 for interest recognized in current assets and R$5,629 for principal and R$3,075 for interest in noncurrent assets. As of March 31, 2015, the balance of principal and interest rates of these agreements is R$42,700 (R$40,366 on December 31, 2014). In the period between January and March 2015, financial income recognized was R$2,334 (R$1,381 from January to March 2014).

 

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

 

The State Government enacted the State Law nº 14,687/12, creating the pro-connection program, destined to financially subsidize the execution of household branches necessary to connect to the sewage collecting networks, in low-income households, which agreed to adhere to the program. The program expenditures, except for indirect costs, construction margin and borrowing costs are financed with 80% of funds deriving from the State Government and the remaining 20% invested by SABESP, which is also liable for the execution of works. On March 31, 2015, the program total amount was R$71,027 (R$67,576 on December 31, 2014), R$18.675 (R$17,661 on December 31, 2014) recorded in balances receivable from related parties, the amount of R$27,299 (R$24,862 on December 31, 2014) recorded in the group of intangible assets and R$25,053 (R$25,053 on December 31, 2014) reimbursed by GESP.

 

 

10                Water National Agency - ANA

 

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

 

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

 

 

 

 

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Notes to the Interim Financial Information

 

 

 

When resources are made available, liabilities are recorded until funds are released by ANA. After the evidence of targets stipulated in each contract, the revenue deriving from these funds is recognized, but if these targets are not met, funds will return to the National Treasury with the appropriate funds earnings. On March 31, 2015, the balances of assets and liabilities were R$125,103 (R$122,634 on December 31, 2014), and the liabilities are recorded under "Other liabilities" of noncurrent liabilities.

 

 

11                 Investments

 

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

 

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

Sesamm

On August 15, 2008, the Company, together with the companies OHL Médio Ambiente, Inima S.A.U. Unipersonal ("Inima"), Técnicas y Gestión Medioambiental S.A.U. ("TGM") and Estudos Técnicos e Projetos ETEP Ltda. ("ETEP") incorporated the company Serviços de Saneamento de Mogi Mirim S.A. - SESAMM for a period of 30 years from the date the concession agreement with the municipality of Mogi Mirim for the purpose of providing complementary services to the sewage diversion system and implementing and operating sewage treatment system in the municipality of Mogi Mirim, including the disposal of solid waste.

 

Sesamm's capital as of March 31, 2015, totaled R$19,532, and was represented by 19,532,409 registered common shares without a par value. SABESP holds 36% of its equity interest and Inima holds another 46% of its equity interest.

 

The operations started in June 2012.

 

 

Águas de Andradina

On September 15, 2010, the Company, together with the company Companhia de Águas do Brasil – Cab Ambiental incorporated the company Águas de Andradina S.A., with indefinite term, for the purpose of providing water supply and sewage services to the municipality of Andradina.

 

On March 31, 2015, the capital of Águas de Andradina totaled R$3,097, divided into 3,096,866 registered common shares without a par value. SABESP holds 30% of its equity interest. The amount of R$12 is recorded under investee’s equity, as advance for future capital increase.

 

The operations started in October 2010.

 

Águas de Castilho

 

On October 29, 2010, the Company, together with the company Águas do Brasil – Cab Ambiental, incorporated the company Águas de Castilho, for the purpose of providing water supply and sewage services to the municipality of Castilho.

 

On March 31, 2015, the company’s capital was R$770, and was represented by 770,000 registered share without par value. SABESP holds 30% equity interest.

 

The operations initiated in January 2011.

 

 

 

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Notes to the Interim Financial Information

 
 

 

Saneaqua Mairinque

On June 14, 2010, the Company, together with the company Foz do Brasil S.A. incorporated the company Saneaqua Mairinque S/A, with indefinite term, for the purpose of exploring the water supply and sewage public utilities of the municipality of Mairinque.

 

On March 31, 2015, the capital of Saneaqua Mairinque totaled R$2,000, and was represented by 2,000,000 registered common shares without a par value. SABESP holds 30% equity interest.

 

The operations initiated in October 2010.

 

Attend Ambiental

 

On August 23, 2010, Sabesp jointly with Companhia Estre Ambiental S.A, incorporated the company Attend Ambiental S.A, for constructing and operating a pretreatment of non-domestic effluent station, sludge transportation and related services in the city of São Paulo as well as develop other related activities and implement similar infrastructure in other areas in Brazil and abroad.

 

On March 31, 2015 the capital totaled R$13,400, and was represented by 13,400,000 registered common shares without par value. SABESP holds 45% equity interest.

 

The operations initiated in December 2014.

 

Aquapolo Ambiental S.A..

 

On October 8, 2009, the Company, together with the company Odebrecht Utilities S/A, formerly Foz do Brasil S.A., incorporated the company Aquapolo Ambiental S.A., for the purpose of producing, providing and trading reused water for Quattor Química S.A., Quattor Petroquímica S.A., Quattor Participações S.A. and other companies comprising the Petrochemical Complex.

 

On March 31, 2015, the capital of Aquapolo totaled R$36,412, and was represented by 42,419,045 registered common shares without a par value. SABESP holds 49%of its equity interest.

 

The operations initiated in October 2012.

 

 
 

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Notes to the Interim Financial Information

 

 

 

See below a summary of financial information of these investees:

 

 

Company

Equity

Accrued dividends

Profit or (loss) for the period

 

  March 31, 2015

December 31, 2014

March 31,

2015

March 31,

2015

  March 31, 2014

     

 

   

Sesamm

28,499

26,788

(92)

1,803

1,113

Águas de Andradina

4,723

4,582

(228)

369

157

Águas de Castilho

2,849

2,866

(190)

173

214

Saneaqua Mairinque

2,830

2,697

(282)

415

(20)

Attend Ambiental

1,462

(111)

-

1,573

(1,036)

Aquapolo Ambiental

15,238

16,220

-

(982)

(833)

Total

55,601

53,042

(792)

3,351

(405)

   

 

 

Company

Investments

 

Distributed dividends

Equity in the earnings of subsidiaries

Interest percentage

 

  March 31, 2015

December 31, 2014

 

March 31,

2015

March 31,

2015

 

March 31,

2014

  March 31, 2015

December 31, 2014

     

 

       

Sesamm

10,260

9,644

(33)

649

401

36%

36%

Águas de Andradina

1,417

1,375

(69)

111

47

30%

30%

Águas de Castilho

855

860

(57)

52

64

30%

30%

Saneaqua Mairinque

849

809

( 85)

125

(6)

30%

30%

Attend Ambiental

658

-

-

658

(466)

45%

45%

Aquapolo Ambiental

7,467

7,948

-

(481)

(408)

49%

49%

Total

21,506

20,636

(244)

1,114

(368)

 

 

 

Other investments

587

587

 

 

 

 

 

 

 

Overall total

22,093

21,223

 

 

 

 

 

 

 

12                Investment properties

 

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

 
 

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Notes to the Interim Financial Information

 
 

 

13                Intangible Assets

 

(a)         Balance sheet balances

 

 

 

March 31, 2015

December 31, 2014

 

Cost

Accumulated
amortization

Net

Cost

Accumulated
amortization

Net

Intangible right arising from:

 

 

 

 

 

 

Agreements – equity value

9,089,391

(1,658,935)

7,430,456

8,983,492

(1,614,221)

7,369,271

Concession agreements – economic value

1,699,744

(412,477)

1,287,267

1,679,042

(397,782)

1,281,260

Program contracts

7,474,798

(2,002,386)

5,472,412

7,338,985

(1,959,832)

5,379,153

Program contracts– commitments

808,662

(112,488)

696,174

808,662

(105,753)

702,909

Services contracts– São Paulo

13,195,693

(2,048,830)

11,146,863

12,916,939

(1,930,553)

10,986,386

Software licenses

351,882

(75,865)

276,017

326,045

(65,498)

260,547

Total

32,620,170

(6,310,981)

26,309,189

32,053,165

(6,073,639)

25,979,526

 

 

(b)         Changes

 

 

 

December 31, 2014

Additions

Provision for losses

Transfers

Write-offs and disposals

Amortization

March 31, 2015

Intangible assets arising from:

 

 

 

 

 

 

 

Agreement – equity value

7,369,271

106,854

-

231

(78)

(45,822)

7,430,456

Concession agreements – economic value

1,281,260

20,758

-

19

(11)

(14,759)

1,287,267

Program contracts

5,379,153

135,716

-

711

(69)

(43,099)

5,472,412

Program contracts – commitments

702,909

-

-

-

-

(6,735)

696,174

Services contracts – São Paulo

10,986,386

281,980

8,615

(5,563)

(85)

(124,470)

11,146,863

Software licenses

260,547

25,836

-

-

-

(10,366)

276,017

Total

25,979,526

571,144

8,615

(4,602)

(243)

(245,251)

26,309,189

 

 

 
 

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Notes to the Interim Financial Information

 

 

(c)         Construction services

 

 

From January to March 2015

 

Water supply

Sewage services

Total

Construction revenue

304,504

283,962

588,466

Construction costs incurred

298,596

277,780

576,376

Margin

5,908

6,182

12,090

 

 

 

From January to March 2014

 

Water supply

Sewage services

Total

Construction revenue

218,101

313,126

531,227

Construction costs incurred

214,138

306,334

520,472

Margin

3,963

6,792

10,755

 

 

(d)        General information

 

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

 

The Company has obligations recorded in “Program Contract– Commitments” in current liabilities in the amount of R$161,778 and R$189,551 on March 31, 2015 and December 31, 2014, respectively, and noncurrent liabilities in the amount of R$18,621 and R$18,208 on March 31, 2015 and December 31, 2014, respectively.

 

(e)         Capitalization of interest and other financial charges

 

From January to March 2015, the Company capitalized interest and inflation adjustment, including related foreign currency exchange effects, in concession intangible assets totaling R$72,472 (R$38,148 from January to March 2014), during the period in which assets were recorded as works in progress.

 

(f)          Construction margin

 

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

 

As a consequence, the Company recognizes revenue from construction service corresponding to the cost of construction increased by margin. Generally, the constructions related to the concessions are performed by third parties, in such case, the margin of the Company is lower, normally, to cover eventual administration costs, and the responsibility of the primary risk. On March 31, 2015 and 2014 the margin was 2.3%.

 
 

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Notes to the Interim Financial Information

 
 

 

The construction margin for the period ended March 31, 2015 and 2014 was R$12,090 and R$10,755, respectively.

 

(g)         Expropriations

 

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

 

The assets received as a result of expropriations are recorded as concession intangible assets. From January to March 2015, the total amount related to expropriations was R$ 6,762 ($3,968 from January to March 2014).

 

(h)        Public-Private-Partnership - PPP

 

Alto Tietê Production System

 

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

 

The contract last 15 years which purpose is to expand the capacity of treated water of Taiaçupeba from 10 thousand to 15 thousand of liters per second, whose operation began in October 2011.

 

As of March 31, 2015 and December 31, 2014, the amounts recognized as intangible asset related to PPP were R$401,654 and R$404,447, respectively.

 

In relation to the obligations assumed by the Company on March 31, 2015 and December 31, 2014, the balances in current liabilities were R$38,508 and R$38,047, and under noncurrent liabilities were R$301,920 and R$307,991, respectively. The discount rate of 8.06% p.a. was adopted in the first quarter of 2015 to calculate this agreement’s present value.

 

São Lourenço Production System

 

SABESP and the special purpose entity Sistema Produtor São Lourenço S/A, formed by Construções e Comércio Camargo Corrêa S/A and Construtora Andrade Gutierrez S/A, signed in August 2013, the public-private partnership agreements of the São Lourenço Production System.

 

The 25-year services agreement, aiming at rendering services to operate the dehydration system, drying and final disposal of sludge, works and maintenance of the São Lourenço Production System, has an estimated amount of R$6.0 billion, which started in April 2014.

 

On March 31, 2015 and December 31, 2014, the carrying amounts recorded in the Company’s intangible assets related to this PPP were R$51,928 and R$22,756, respectively, and the liabilities assumed totaling R$50,760 and R$22,245, respectively, were recorded under non-current liabilities.

 

 

 

 

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Notes to the Interim Financial Information

 

 

(i)          Works in progress

 

The amount of R$5,707 million is recorded as intangible assets from works in progress on March 31, 2015 (R$5,180 million on December 31, 2014), and in the period ended March 31, 2015, most of works are located in the municipalities of São Paulo, São José dos Campos and Praia Grande, totaling R$2,456 million, R$258 million and  R$257 million, respectively.

 

(j)          Amortization of intangible assets

 

The amortization average rate totaled 3.8% and 3.9% on March 31, 2015 and 2014, respectively.

 

(k)         Software license of use

 

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

 

 

14           Property, Plant and Equipment

 

(a)         Balance sheet balances

 

 

 

March 31, 2015

December 31, 2014

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

Land

100,533

-

100,533

100,533

-

100,533

Buildings

77,707

(32,190)

45,517

74,235

(31,720)

42,515

Equipment

301,006

(152,718)

148,288

299,921

(152,999)

146,922

Transportation equipment

12,978

(6,227)

6,751

14,051

(6,438)

7,613

Furniture, fixtures and equipment

18,151

(9,632)

8,519

16,556

(9,432)

7,124

Other

616

(503)

113

688

(550)

138

Total

510,991

(201,270)

309,721

505,984

(201,139)

304,845

 

 

 

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Notes to the Interim Financial Information

 

 

(b)         Changes

 

 

 

 

December 31, 2014

 

Additions

 

Transfers

Write-offs and disposals

 

Depreciation

 

 

March 31, 2015

 

Land

 

100,533

 

-

 

-

 

-

 

-

 

100,533

Buildings

42,515

-

3,341

-

(339)

45,517

Equipment

146,922

8,202

458

(62)

(7,232)

148,288

Transportation equipment

7,613

136

(747)

-

(251)

6,751

Furniture and fixtures

7,124

64

1,573

(9)

(233)

8,519

Other

138

-

(23)

-

(2)

113

Total

304,845

8,402

4,602

(71)

(8,057)

309,721

 

(c)         Depreciation

 

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

 

The depreciation average rate was 11.3% and 10.9%, on March 31, 2015 and 2014, respectively.

 

 

 

 

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Notes to the Interim Financial Information

 

15           Loans and Financing

 

 Loans and financing outstanding balance

March 31, 2015

December 31, 2014

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

Domestic currency

 

 

 

 

 

 

10th issuance debentures

38,539

183,920

222,459

38,027

187,352

225,379

12th issuance debentures

45,450

419,793

465,243

45,450

431,174

476,624

14th issuance debentures

37,426

223,148

260,574

37,038

239,192

276,230

15th issuance debentures

94,819

687,642

782,461

94,819

761,497

856,316

16th issuance debentures

499,047

-

499,047

498,731

-

498,731

17th issuance debentures

140,144

951,248

1,091,392

-

1,067,760

1,067,760

18th issuance debentures

-

205,408

205,408

-

202,145

202,145

19th issuance debentures

-

497,986

497,986

-

497,793

497,793

Brazilian Federal Savings Bank

67,867

1,086,504

1,154,371

67,085

1,031,438

1,098,523

Brazilian Development Bank - BNDES BAIXADA SANTISTA

16,309

61,160

77,469

16,309

65,237

81,546

Brazilian Development Bank - BNDES PAC

10,287

74,409

84,696

10,287

76,975

87,262

Brazilian Development Bank - BNDES PAC II 9751

4,249

34,261

38,510

4,068

35,318

39,386

Brazilian Development Bank - BNDES PAC II 9752

2,300

25,300

27,600

1,725

25,875

27,600

Brazilian Development Bank - BNDES ONDA LIMPA

20,783

186,737

207,520

20,183

186,374

206,557

Brazilian Development Bank - BNDES TIETE III

-

237,425

237,425

-

187,420

187,420

Leasing

9,600

482,308

491,908

8,997

473,593

482,590

Others

660

1,736

2,396

716

1,886

2,602

Interest and charges

80,355

-

80,355

125,011

-

125,011

Total in domestic currency

1,067,835

5,358,985

6,426,820

968,446

5,471,029

6,439,475

 

 

 

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Notes to the Interim Financial Information

 
 
 

 Loans and financing outstanding balance

March 31, 2015

December 31, 2014

Financial institution

 

Current

 

Noncurrent

 

Total

 

Current

 

Noncurrent

 

Total

Foreign currency

 

 

 

 

 

 

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

80,513

161,026

241,539

66,664

133,329

199,993

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

8,910

8,911

17,821

7,377

7,378

14,755

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

32,972

313,235

346,207

27,301

273,007

300,308

Inter-American Development Bank - IDB 2202 – US$369,847 thousand (US$347,190 thousand in December 2014)

-

1,177,615

1,177,615

-

914,189

914,189

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

-

146,758

146,758

-

121,447

121,447

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

-

448,935

448,935

-

371,655

371,655

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

-

1,118,076

1,118,076

-

924,741

924,741

JICA 15 – ¥ 16.710,235 thousand (¥ 17,286,450 thousand in December 2014)

30,828

416,171

446,999

25,619

358,659

384,278

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

27,717

373,883

401,600

23,034

322,166

345,200

JICA 17 – ¥ 1,342,753 thousand (¥ 1.029.992 thousand in December 2014)

-

35,464

35,464

-

22,437

22,437

JICA 19 – ¥ 18,514,876 thousand (¥ 14,208,068 thousand in December 2014)

-

493,679

493,679

-

314,526

314,526

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

76,807

416,056

492,863

63,596

344,078

407,674

Interest and charges

52,651

-

52,651

25,089

-

25,089

Total in foreign currency

310,398

5,109,809

5,420,207

238,680

4,107,612

4,346,292

 

 

 

 

 

 

 

Total loans and financing

1,378,233

10,468,794

11,847,027

1,207,126

9,578,641

10,785,767

 

 

Quote on March 31, 2015 US$3.2080; ¥ 0.026750 (US$2.6562; ¥ 0.022230 on December 31, 2014).

On March 31, 2015, the Company did not record balances of loans and financing raised in 2014 to mature within 12 months.

 

 

 

 
 

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Notes to the Interim Financial Information

 

 


Domestic currency

Guarantees

Maturity

Annual interest rates

Inflation adjustment

 

 

 

 

 

10th issuance debentures

Own funds

2020

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

IPCA (series 2)

12thissuance debentures

Own funds

2025

TR + 9.5%

 

14thissuance debentures

Own funds

2022

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

IPCA (series 2)

15thissuance debentures

Own funds

2019

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

IPCA (series 2)

16thissuance debentures

Own funds

2015

CDI + 0.30% to 0.70%

 

17 h issuance debentures

Own funds

2023

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

IPCA (series 2 and 3)

18th issuance debentures

Own funds

2024

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

IPCA (series 2)

19th issuance debentures

Own funds

2017

CDI + 0.80% to 1.08%

 

Brazilian Federal Savings Bank

Own funds

2015/2037

5% to 9.5%

TR

Brazilian Development Bank - BNDES BAIXADA SANTISTA

Own funds

2019

2.5% + TJLP

 

Brazilian Development Bank - BNDES PAC

Own funds

2023

2.15% + TJLP

 

Brazilian Development Bank - BNDES PAC II 9751

Own funds

2027

1.72%+TJLP

 

Brazilian Development Bank - BNDES PAC II 9752

Own funds

2027

1.72%+TJLP

 

Brazilian Development Bank - BNDES ONDA LIMPA

Own funds

2025

1.92% + TJLP

 

Brazilian Development Bank - BNDES TIETE III

Own funds

2028

1.66% + TJLP

 

Leasing

 

2035

7.73% to 10.12%

IPC

Others

Own funds

2015/2018

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

TR

 
 
 

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Notes to the Interim Financial Information

 

 


Foreign currency

Guarantees

Maturity

Annual interest rates

Foreign exchange variation

 

 

 

 

 

Inter-American Development Bank - IDB 713 – US$75,293 thousand

Federal Government

2017

3.27%

US$

Inter-American Development Bank - IDB 896 - US$5,555 thousand

Federal Government

2016

3.00%

US$

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

Federal Government

2025

2.34%

US$

Inter-American Development Bank - IDB 2202 - US$369,847 thousand

Federal Government

2035

1.15%

US$

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

Federal Government

2034

0.53%

US$

Eurobonds – US$140,000 thousand

2016

7.50%

US$

Eurobonds – US$350,000 thousand

2020

6.25%

US$

JICA 15 – ¥ 16,710,235 thousand

Federal Government

2029

1.8% and 2.5%

Yen

JICA 18– ¥ 15,024,320 thousand

Federal Government

2029

1.8% and 2.5%

Yen

JICA 17– ¥ 1,342,753 thousand

Federal Government

2035

1.2% and 0.01%

Yen

JICA 19– ¥ 18,514,876 thousand

Federal Government

2037

1.7% and 0.01%

Yen

BID 1983AB – US$154,231 thousand

2023

2.49% to 2.99%

US$

 

 
 

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Notes to the Interim Financial Information

 

(i)   Payment schedule – accounting balances on March 31, 2015

 

 

 

2015

2016

2017

2018

2019

2020

2021 to 2037

Total

In domestic currency

 

 

 

 

 

 

 

 

Debentures

583,721

358,731

882,386

586,620

671,375

373,214

568,523

4,024,570

Brazilian Federal Savings Bank

50,619

70,342

74,573

78,737

82,115

85,895

712,090

1,154,371

BNDES

40,446

68,781

73,732

73,732

73,733

56,117

286,679

673,220

Leasing

8,469

18,858

19,911

21,055

22,298

24,362

376,955

491,908

Other

507

639

720

530

-

-

-

2,396

Interest and other charges

62,013

18,342

-

-

-

-

-

80,355

Total in domestic currency

745,775

535,693

1,051,322

760,674

849,521

539,588

1,944,247

6,426,820

In foreign currency

 

 

 

 

 

 

 

 

IDB

105,909

122,396

175,931

95,418

95,418

95,418

1,092,692

1,783,182

IBRD

-

-

-

-

4,904

9,808

132,046

146,758

Eurobonds

-

448,935

-

-

-

1,118,076

-

1,567,011

JICA

29,273

58,545

59,516

60,486

87,258

87,258

995,406

1,377,742

IDB 1983AB

76,807

76,807

76,807

76,535

56,757

56,029

73,121

492,863

Interests and other charges

51,031

1,620

 

 

 

 

 

52,651

Total in foreign currency

263,020

708,303

312,254

232,439

244,337

1,366,589

2,293,265

5,420,207

 

 

 

 

 

 

 

 

 

Overall Total

1,008,795

1,243,996

1,363,576

993,113

1,093,858

1,906,177

4,237,512

11,847,027

 
 

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Notes to the Interim Financial Information

 

(i)          Main events in the quarter

 

(a)         BNDES

 

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

 

(b)         BID

 

Funding in the first quarter totaled R$62,419, referring to agreement 2202 (BID 2202).

 

(c)         JICA

 

Funding in the first quarter totaled R$123,808, referring to agreements BZ-P17 (JICA 17) and BZ-P19 (JICA 19).

 

(d)        Foreign exchange variation

 

The US dollar increased 20.8%, from R$2.6562 on December 31, 2014 to R$3.2080 on March 31, 2015, increasing debt by R$686,590. The Yen increased 20.3%, from R$0.02223 on December 31, 2014 to R$0.02675 on March 31, 2015, increasing debt by R$213,910.

 

(e)         Leasing

 

On January 15, 2015, the São José dos Campos Sanitary Sewage System started and the corresponding amount on March 31, 2015 is R$97,981.

 

(ii)        Covenants

 

On March 31, 2015, the Company had met the requirements set forth by its loan and financing agreement, except for the ratio applicable to agreements with the BNDES, adjusted net debt/ adjusted EBITDA ratio, which should be equal to or less than 3.00, and its default will be characterized when this ratio is not reached for, at least, two quarters, consecutive or not, within a 12-month period. On March 31, 2015 and December 31, 2014, the ratios were 3.09 and 3.17, respectively.

 

With this ratio’s default, SABESP must provide guarantee by maintaining funds totaling approximately R$250,000 in a restricted bank account, which must occur within 30 days as of the publication of interim financial information as of March 31, 2015.

 

 

 

 

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Notes to the Interim Financial Information

 

(a)         AB Loan (IADB 1983AB)

 

The balance stated is net of borrowing costs amounting to R$1,910 (R$1,994 on December 31,2014), which will be amortized during the same maturity period of each contract.

 

The Company has the following restrictive clauses “covenants”:

 

Calculated every quarter upon the disclosure of interim or annual financial statements:

 

- The Company’s ratio of debt service coverage, determined on a consolidated basis, must be higher than or equal to 2.35; and

 

- Total adjusted debt over EBITDA, determined on a consolidated basis, must be lower than 3.65.

 

The agreement has a cross default clause, i.e., if a Default Event occurs and continues (whether voluntarily or involuntarily, whether resulting from the effect of any applicable laws or according to with due to any act or omission to act by any Authority or another one), the IDB through notification to the Borrower may order the early maturity of loan or part of it as specified in the notice (including accrued interest rates) and all other obligations are overdue and shall be promptly payable.

 

(iii)     Loans and financing contracted and not yet used

 

Agent

 

March 31, 2015

 

 

(in millions of reais (*))

Brazilian Federal Savings Bank

 

2,278

Brazilian Development Bank – BNDES

 

1,872

Inter-American Development Bank – IDB

 

738

Japan International Cooperation Agency – JICA

 

533

International Bank for Reconstruction and Development - IBRD

 

174

Others

 

78

Total

 

5,673

 

(*)Closing quote of 3/31/2015 (US$1.00 = R$3.2080; ¥ 1.00 = R$0.02675).

 

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

 
 

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Notes to the Interim Financial Information

 
 

16           Taxes Payable

 

(a)         Current assets

 

 

 

 

March 31, 2015

December 31, 2014

Recoverable taxes

 

 

Cofins and Pasep

-

10,121

Income tax and social contribution

153,110

132,447

Withholding income tax (IRRF) on financial investments

12,306

3,718

Other federal taxes

8,987

2,313

Other municipal taxes

169

169

Total

174,572

148,768

 

The increase in recoverable taxes is mainly due to increase in “Income tax and social contribution” item, due to tax loss verified in the first quarter of 2015.

(b)         Current liabilities

 

 

March 31, 2015

December 31, 2014

Taxes and contributions payable

 

 

Cofins and Pasep

7,569

-

INSS(Social Security contribution)

32,891

33,324

IRRF(withholding income tax)

912

17,377

Other

19,666

23,437

Total

61,038

74,138

 

 

 

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Notes to the Interim Financial Information

 

 

17      Deferred Taxes and Contributions

 

(a)        Balance sheet balances

 

 

March 31, 2015

December 31, 2014

Deferred income tax assets

 

 

Provisions

489,795

524,728

Pension obligations – G0 (1)

85,271

85,271

Pension obligations – G1

233,993

229,266

Donations of underlying assets on concession agreements

47,582

45,742

Allowance for loan losses

230,356

222,587

Tax losses

186,313

-

Other

118,188

112,566

Total deferred tax assets

1,391,498

1,220,160

 

 

 

Deferred income tax liabilities

 

 

Temporary difference on concession intangible assets

(551,619)

(559,411)

Capitalization of borrowing costs

(265,420)

(253,581)

Profit on supply to governmental entities

(87,044)

(87,092)

Actuarial gain/loss – G1 Plan

(2,514)

(2,514)

Other

(107,747)

(108,084)

Total deferred tax liabilities

(1,014,344)

(1,010,682)

 

 

 

Deferred tax asset, net

377,154

209,478

 

(1)    Refers to the installment of R$250,798 from accounts receivable adjustment (GESP), which was accrued as loss in previous years.

 

 

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Notes to the Interim Financial Information

 

 

(b)        Changes

 

Deferred income tax assets

December 31,

2014

Net

Change

March 31,

2015

Provisions

524,728

(34,933)

489,795

Pension obligations – G0

85,271

-

85,271

Pension obligations – G1

229,266

4,727

233,993

Donations of underlying assets on concession agreements

45,742

1,840

47,582

Credit losses

222,587

7,769

230,356

Tax losses

-

186,313

186,313

Other

112,566

5,622

118,188

Total

1,220,160

171,338

1,391,498

 

 

 

 

Deferred income tax liabilities

 

 

 

Temporary difference on concession intangible assets

(559,411)

7,792

(551,619)

Capitalization of borrowing costs

(253,581)

(11,839)

(265,420)

Profit on supply to governmental entities

(87,092)

48

(87,044)

Actuarial gain/loss –G1

(2,514)

-

(2,514)

Other

(108,084)

337

(107,747)

Total

(1,010,682)

(3,662)

(1,014,344)

 

 

 

 

Deferred tax asset, net

209,478

167,676

377,154

                                                                                                                       

 

 

Deferred tax assets

December 31,

2013

 

Net change

 

March 31,

2014

Provisions

506,568

 

(22,663)

 

483,905

Pension obligations – G0

85,271

 

-

 

85,271

Pension obligations - G1

215,187

 

3,689

 

218,876

Donations of underlying assets on

 

 

 

 

 

concession agreements

43,901

 

135

 

44,036

Credit losses

172,482

 

15,206

 

187,688

Other

87,266

 

21,963

 

109,229

Total

1,110,675

 

18,330

 

1,129,005

 

 

Deferred tax liabilities

 

 

 

 

 

Temporary difference on intangible asset

 

 

 

 

 

concession

(595,285)

 

7,901

 

(587,384)

Capitalization of borrowing costs

(200,343)

 

(4,832)

 

(205,175)

Profit on supply to governmental entities

(81,711)

 

(3,366)

 

(85,077)

Actuarial gains(losses)– G1

(32,405)

 

-

 

(32,405)

Other

(86,901)

 

(3,754)

 

(90,655)

Total

(996,645)

 

(4,051)

 

(1,000,696)

 

 

Deferred tax assets, net

 

 

114,030

 

 

 

14,279

 

 

 

128,309

 

 

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Notes to the Interim Financial Information

 

(c)         Reconciliation of the effective tax rate

 

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

 

 

 

January to March 2015

January to March 2014

Profit before income taxes

150,502

740,024

Statutory rate

34%

34%

 

 

Estimated expenses at statutory rate

(51,171)

(251,608)

Permanent differences

 

 

Provision - Law 4,819/58 (i)

(14,654)

(12,716)

Donations

(73)

(2,172)

GESP Agreement (Note 9(b))

236,736

-

Other differences

(3,162)

4,058

 

 

Income tax and social contribution

167,676

(262,438)

 

 

Current income tax and social contribution

-

(276,717)

Deferred income tax and social contribution

167,676

14,279

Effective rate

111%

36%

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

 

 

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Notes to the Interim Financial Information

 

 

18                Provisions

 

(a)    Lawsuits with probable likelihood of loss

 

(i)  Financial position balances

 

The Company is party to a number of claims and legal proceedings arising in the normal course of business, including civil, tax, labor and environmental matters. Management, recognized provisions at an amount considered sufficient to cover probable losses. These provisions, net of escrow deposits are as follows:

 

 

 

 

Provisions

Escrow deposits

March 31, 2015

 

Provisions

Escrow deposits

March 31, 2014

Customer claims (i)

591,423

(119,275)

472,148

 

638,637

(114,463)

524,174

Supplier claims (ii)

268,951

(201,916)

67,035

 

260,854

(195,478)

65,376

Other civil claims (iii)

121,387

(11,674)

109,713

 

126,403

(9,990)

116,413

Tax claims (iv)

57,144

(629)

56,515

 

55,554

-

55,554

Labor claims (v)

215,965

(2,502)

213,463

 

235,466

(2,233)

233,233

Environmental claims (vi)

185,702

(834)

184,868

 

226,404

(807)

225,597

 

 

 

 

 

 

 

 

Total

1,440,572

(336,830)

1,103,742

 

1,543,318

(322,971)

1,220,347

 

 

 

 

 

 

 

 

Current

601,926

-

601,926

 

625,092

-

625,092

Noncurrent

838,646

(336,830)

501,816

 

918,226

(322,971)

595,255

 

 

 

(ii)     Changes

 

December 31, 2014

Additional provisions

Interest and inflation adjustment

Amounts from provision

Amounts not used

(reversal)

March 31,

2015

Customer claims (i)

638,637

9,893

27,167

(14,278)

(69,996)

591,423

Supplier claims (ii)

260,854

583

8,869

(1,123)

(232)

268,951

Other civil claims (iii)

126,403

4,093

5,610

(6,251)

(8,468)

121,387

Tax claims (iv)

55,554

730

2,426

(212)

(1,354)

57,144

Labor claims (v)

235,466

11,872

4,962

(7,124)

(29,211)

215,965

Environmental claims (vi)

226,404

5,342

6,845

-

(52,889)

185,702

Subtotal

1,543,318

32,513

55,879

(28,988)

(162,150)

1,440,572

Escrow deposits

(322,971)

(7,080)

(11,157)

3,987

391

(336,830)

Total

1,220,347

25,433

44,722

(25,001)

(161,759)

1,103,742

 

 

 
 

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Notes to the Interim Financial Information

 

 

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

 

(i)        Customer claims

 

Approximately 1,220 lawsuits were filed by commercial customers, which claim that their tariffs should correspond to other consumer categories, and 720 lawsuits which claim a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company and 60 lawsuits where customers plead the reduction in tariff under the category as “Social Welfare Entity”. The Company was granted both favorable and unfavorable final decisions at several court levels and recognized provisions when the chances of losses are probable. The decrease of R$52,026 in the lawsuits classified as probable loss (net of escrow deposits) is mainly related to revisions of expectations caused by favorable decisions to the Company.

 

(ii)        Supplier claims

 

Suppliers’ claims include lawsuits filed by some suppliers alleging underpayment of monetary restatements, withholding of amounts related to the understated inflation rates deriving from Real economic plan, and the economic and financial imbalance of the agreements. These lawsuits are in progress at different courts and a provision is recognized when the chances of losses are probable.

 

(iii)     Other civil claims

 

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

 

(iv)       Tax claims

 

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

 

(v)         Labor claims

 

The Company is a party to labor lawsuits, involving issues such as overtime, shift schedule, health hazard premium and hazardous duty premium, prior notice, change of function, salary equalization, and other. Part of the amount involved is in provisional or final execution at various court levels, and thus is classified as of probable or possible loss. The Company recognized a provision for claims which likelihood of loss is considered probable. The decrease of R$19,770 in lawsuits with probable chances of losses (net of escrow deposits) is mainly related to reversals of provisions referring to settlements in the Company’s administrative proceedings.

 
 

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Notes to the Interim Financial Information

 

 

(vi)       Environmental claims

 

Environmental claims refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental – Cetesb, Public Prosecution Office of the State of São Paulo and others, that aim affirmative and negative covenants and penalty is estimated due to failure to comply in addition to the imposition of indemnity due to environmental damages allegedly caused by the Company. The amounts accrued represent the best estimate of the Company at this moment, however, may differ from the amount to be disbursed as indemnity to alleged damages, in view of the current stage of referred proceedings. The decrease of R$40,729 in lawsuits with expectation of probable losses (net of escrow deposits) is mainly related to the change in amount of a lawsuit due to the expectation of settlement with the parties involved.

 

(c)         Lawsuits with possible likelihood of loss

 

The Company is party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor claims, which are assessed by Management whose chances of loss are possible and are not recorded. Liability contingencies classified as possible loss represent the amount of approximately R$4,415,600 on March 31, 2015 (December/2014 – R$3,779,100). The main variations refer to two new lawsuits (environmental and labor), totaling R$276,225 and R$98,279, respectively. The amounts considered for reporting purposes are the amounts questioned by adverse parties, which is not possible estimate the amounts involved for the Company, due to the initial phase of  lawsuit.

 

(d)        Lawsuits with settlements made in 2015

 

During the first quarter of 2015, the Company made several judicial and administrative settlements, and the main totaled R$194,348. Of this amount, R$189,475 refer to works and R$4,873 refer to environmental compensation, the latter, recorded as “other liabilities”, in the statement of financial position. The balance payable on March 31, 2015, referring to these environmental liabilities is R$22,676.

 

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

 

 

19                Employee Benefits

 

(a)         Health benefit plan

 

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

 

 Company: 7.3% on average, of gross payroll;

 

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

 

 

 
 

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Notes to the Interim Financial Information

 

 

(b)                   Pension plan benefits

 

Amounts recorded in the statement of financial position

 

 

Funded plan – G1

 

 

Pension plan liabilities on December 31, 2014

 

676,071

Expenses recognized in 2015

 

19,949

Payments made in 2015

 

(6,043)

Pension plan liabilities on March 31, 2015 (i)

 

689,977

 

 

 

Unfunded plan – G0

 

 

Pension plan liabilities on December 31, 2014

 

2,053,527

Expenses recognized in 2015

 

61,965

Payments made in 2015

 

(33,884)

Pension plan liabilities on March 31, 2015 (iii)

 

2,081,608

 

 

 

Total

 

2,771,585

 

 

 

(i)Plan G1

 

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

 

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

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

 

As of March 31, 2015, SABESP had a net actuarial liability of R$689,977 (R$676,071 on December 31, 2014) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners; the fair value of the plan’s assets.

 

(ii)    Private pension plan benefits – Defined contribution

 

On March 31, 2015, Sabesprev Mais plan, based on defined contribution, had 5,298 active and assisted participants (5,188 in December 2014).

 

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

 

On March 31, 205, the commitment to all participants who migrated to the Sabesprev Mais plan amounted to R$8,716 (R$9,214 on December 31, 2014) referred to active participants.

 
 

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Notes to the Interim Financial Information

 

 

(iii) Plan G0

 

Pursuant to Law 4,819/58, employees who started services prior to May 1974 and were retired as an employee of the Company acquired a legal right to receive supplemental pension payments, which rights are referred as "Plan G0". The Company pays these supplemental benefits on behalf of the State Government and makes claims for reimbursements from the State Government, which are recorded as accounts receivable from shareholder, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of March 31, 2015, the Company recorded a defined benefit obligation for Plan G0 of R$2,081,608 (R$2,053,527 on December 31, 2014).

 

(c)    Profit sharing

 

The Company recorded as reference to the 2015 Profit Sharing Program, the amount corresponding to one-month salary for each employee, depending on the establishment goals. From January to March 2015 and 2014, R$17,307 and R$17,212, respectively were accrued.

 

 

20               Services payable

 

The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also records the amounts payable from the percentage in the revenues of São Paulo local government. The balances on March 31, 2015 and December 31, 2014 were R$402,830 and R$318,973, respectively.

 

 

21                Equity

 

(a)    Authorized capital

 

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

 

In the event of capital increase, issue of convertible debentures and/or warrants by means of private subscription, shareholders will have preemptive right in the proportion of number of shares held, pursuant to Article 171 of Law 6.404/76.

 

(b)         Subscribed and paid-in capital

 

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

 

 

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Notes to the Interim Financial Information

 

 

 

March 31, 2015

December 31, 2014

 

Number of shares

Number of shares

State Department of Finance

343,524,285

50.26%

343,524,285

50.26%

Brazil Clearing and Depository Corporation - CBLC

173,874,972

25.44%

169,000,272

24.73%

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

164,002,302

23.99%

170,351,902

24.92%

Other

2,108,310

0.31%

633,410

0.09%

 

 

 

 

 

 

683,509,869

100.00%

683,509,869

100.00%

 

(*) Each ADR corresponds to 1 share.

 

 

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

 

Further information about equity, such as shareholder’ compensation, dividends and purpose of reserves, can be found in Note 22 to the Annual Financial Statements as of December 31, 2014.

 

 

22         Earnings per Share

Basic and diluted

 

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

 

 

January to March 2015

January to March 2014

 

 

 

Income attributable to the Company’s shareholders

318,178

477,586

Weighted average number of common shares issued

683,509,869

683,509,869

 

 

 

Basic and diluted earnings per share (reais per share)

0.46551

0.69873

 

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Notes to the Interim Financial Information

 

 

23         Business segment information

 

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

 

 

January to March 2015

 

Water

Sewage

Reconciliation to
the financial
statements

Balance as per
financial
statements

Gross operating income

1,129,628

874,864

588,466

2,592,958

Gross sales deductions

(70,059)

(54,258)

-

(124,317)

Net operating income

1,059,569

820,606

588,466

2,468,641

Costs, selling and administrative expenses

(500,765)

(288,409)

(576,376)

(1,365,550)

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

558,804

532,197

12,090

1,103,091

Other operating income (expenses), net

 

 

 

32,057

Equity accounting

 

 

 

1,114

Financial result, net

 

 

 

(985,760)

Income from operations before taxes

 

 

 

150,502

Depreciation and amortization

141,524

111,784

-

253,308

 

 

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Notes to the Interim Financial Information

 

 

 

January to March 2014

 

Water

Sewage

Reconciliation to
the financial
statements

Balance as per
financial
statements

Gross operating income

1,340,077

1,104,354

531,227

2,975,658

Gross sales deductions

(100,723)

(83,005)

-

(183,728)

Net operating income

1,239,354

1,021,349

531,227

2,791,930

Costs, selling and administrative expenses

(929,741)

(585,775)

(520,472)

(2,035,988)

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

309,613

435,574

10,755

755,942

Other operating income (expenses), net

 

 

 

(43,069)

Equity accounting

 

 

 

(368)

Financial result, net

 

 

 

27,519

Income from operations before taxes

 

 

 

740,024

Depreciation and amortization

145,136

115,122

-

260,258

 

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

 

January to March 2015

January to March 2014

 

 

 

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

588,466

531,227

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

(576,376)

(520,472)

 

 

 

Construction margin

12,090

10,755

(a) Revenue from concession construction contracts is recognized in accordance with CPC 17 (R1), Construction Contracts (IAS 11), using the percentage-of-completion method. See Note 13 (c) and (f).

 

 

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ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1


Notes to the Interim Financial Information

 

 

24               Operating Revenue

 

(a)       Revenue from water and sewage services:

 

 

January to March 2015

January to March 2014

 

 

 

Metropolitan region of São Paulo

1,301,350

1,729,248

Regional Systems (i)

703,142

715,183

Total (ii)

2,004,492

2,444,431

 

 

 

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

 

(ii)The gross operating revenue from sale of products and services decreased 18% on March 31, 2015, compared to same period of 2014. The decrease is, due to the 11.7% drop in the water and sewage total billed volume, from January to March 2015, when compared to same period of 2014. In addition, the amount of R$211,235 related to bonus, contributed to the decrease of revenue. On the other hand, there was a positive impact of 5.22%, referring to the tariff adjustment in December 2014, besides the R$79,271, related to contingency tariff, both from January to March 2015.

 

* Bonus: SABESP’s Incentive Program for Reduction of Water Consumption

 

·       Bonus effectiveness is postponed

 

By means of Resolution 536 of December 18, 2014, ARSESP authorized the postponement of the Incentive Program for Reduction Water Consumption’s effectiveness until the end of 2015 or until the reservoir levels are regularized, whichever occurs first.

 

·       Adoption of contingency tariff

 

On January 7, 2015, ARSESP published Resolution 545, through which it authorizes the contingency tariff to the users whose monthly consumption exceeds the average seen in the period between February 2013 and January 2014, as follows:

(i)        40% addition over the tariff amount, applicable to the water consumption that exceeds until 20% of average; or

(ii)      100% addition over the tariff amount, applicable to the water consumption that exceeds more than 20% of average.

All the users are subject to the contingency tariff, including those with firm demand contracts, except for the following cases:

 

 

 

 

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 Version: 1


Notes to the Interim Financial Information

 

 

 

(i)        those with water monthly consumption lower than or equal to 10 m³; and

(ii)      hospitals, first-aid clinics, nursing homes, police stations, prisons, detention facilities and centers of Fundação CASA (social and educational treatment center for adolescents).

The contingency tariff will take effect for consumption measured as of the publication of Resolution until December 31, 2015 and shall only apply to the municipalities’ users:

(i)        where the regulation and inspection of sanitation services are the responsibility of ARSESP; and

(ii)      who have been included in the SABESP’s Incentive Program to Reduce Water Consumption.

 

 

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

 

 

 

 

January to March 2015

January to March 2014

 

 

 

Revenue from water and sewage services

2,004,492

2,444,431

Construction revenue (Note 13 (c))

588,466

531,227

Sales tax

(124,317)

(183,728)

Net revenue

2,468,641

2,791,930

 

 

 

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ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1


Notes to the Interim Financial Information

 

 

25               Operating Costs and Expenses

 

 

 

January to March 2015

January to March 2014

Operating costs

 

 

Salaries and payroll charges

365,723

344,299

Pension obligations

14,521

11,769

Construction costs (Note 13 (c))

576,376

520,472

General supplies

47,178

44,950

Treatment supplies

72,319

69,654

Outsourced services

203,695

200,473

Electricity

158,618

139,690

General expenses

85,560

107,980

Depreciation and amortization

234,687

239,430

 

 

 

 

1,758,677

1,678,717

Selling expenses

 

 

Salaries and payroll charges

56,174

54,872

Pension obligations

1,885

1,553

General supplies

1,003

1,099

Outsourced services

56,207

62,129

Electricity

169

166

General expenses

19,227

19,286

Depreciation and amortization

2,473

2,799

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

47,343

14,693

 

 

 

 

184,481

156,597

Administrative expenses

 

 

Salaries and payroll charges

48,391

42,137

Pension plan

47,841

42,108

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

(696,283)

-

General supplies

462

1,048

Outsourced services

35,998

52,058

Electricity

282

162

General expenses

(50,385)

25,403

Depreciation and amortization

16,148

18,029

Tax expenses

19,938

19,729

 

 

 

 

(577,608)

200,674

Operating costs and expenses

 

 

Salaries and payroll charges

470,288

441,308

Pension plan

64,247

55,430

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

(696,283)

-

Construction costs (Note 13 (c))

576,376

520,472

General supplies

48,643

47,097

Treatment supplies

72,319

69,654

Outsourced services

295,900

314,660

Electricity

159,069

140,018

General expenses

54,402

152,669

Depreciation and amortization

253,308

260,258

Tax expenses

19,938

19,729

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

47,343

14,693

 

 

 

 

1,365,550

2,035,988

 
 

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 Version: 1


Notes to the Interim Financial Information

 

 

26               Financial Expenses and Income

 

 

January to March 2015

January to March 2014

Financial expenses

 

 

Interest and charges on loans and financing –
local currency

(86,663)

(82,209)

Interest and charges on loans and financing –
foreign currency (i)

(30,467)

(24,343)

Other financial expenses

(22,617)

(21,031)

Income tax over international remittance

(3,913)

(2,585)

Inflation adjustment on loans and financing (ii)

(56,141)

(33,054)

Inflation adjustment on Sabesprev Mais deficit

(432)

(339)

Other inflation adjustments

(4,391)

(2,491)

Interest and inflation adjustments on provisions (iii)

(999)

(19,946)

Total financial expenses

(205,623)

(185,998)

 

 

 

 

 

 

 

Financial income

 

 

Inflation adjustment gains

30,313

25,344

Income on short-term investments

47,032

47,706

Interest and other income

26,484

23,802

Total financial income

103,829

96,852

 

 

 

Financial, net before foreign exchange variations

(101,794)

(89,146)

 

 

 

Net foreign exchange gains (losses)

 

 

Foreign exchange change on loans and financing (iv)

(884,418)

117,036

Other foreign exchange variations

(107)

(27)

Foreign exchange gains

559

(344)

Foreign exchange variations, net

(883,966)

116,665

 

 

 

Financial, net

(985,760)

27,519

 

 

(i)        The increase in expenses related to foreign currency-denominated loans and financing interest mainly reflect the increased balance of debt due to the 20.7% and 20.3% appreciation of the US dollar and the Yen against Real, in the first quarter of 2015, when compared to depreciation of currencies in the first quarter of 2014, 3.4% and 1.6%, respectively.

 

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 Version: 1


Notes to the Interim Financial Information

 

 

(ii)      The monetary variation derives from increase in the indexes defined in the loan agreements, such as, TR and IPCA, which were 0.2% and 3.8%, respectively, in the first quarter of 2015 (0.2% and 2.2%, respectively, in same period of 2014). The exposures to these rates are shown in Note 4.1 (d).

 

(iii)    The variation is mainly due to reversal of inflation adjustment of customers’ lawsuits and environmental claims, due to settlements and the amendment in the chances of losses in these lawsuits, due to favorable decisions to the Company.

 

(iv)     The increase in expenses mainly derives from appreciation of the US dollar and Yen in the first quarter of 2015, of 20.7% and 20.3%, respectively, compared to a depreciation of 3.4% and 1.6%, respectively, in the same period of 2014.

 

 

27                Other operating income (expenses), net

 

 

 

 

January to March 2015

January to March 2014

 

 

 

Other net operating income (i)

29,283

16,507

Other operating expenses (ii)

2,774

(59,576)

 

 

 

Other net operating income (expenses), net

32,057

(43,069)

 

 

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

 

(i)        Other operating income increased by R$12.8 million, mainly due to revenue from the electricity selling right at the Chamber of Trade of Electricity, this increase was partially offset by a revenue decreased with the Water Rational Use Program (PURA).

 

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

 

(ii)      The variation in other operating expenses is due to the decrease in expenses with provision for hydrometer losses in 2015 and the provision for losses with works, projects, hydrometer and accounts receivable with the municipality of Diadema recorded in 2014.

 

 

 

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ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1


Notes to the Interim Financial Information

 

28               Commitments

 

 

The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. Below, main committed amounts as of March 31, 2015:

 

 

April to December 2015

 

 

 

2016 – 2017

 

 

 

2018 – 2019

 

 

2020 onwards

 

 

 

Total

Contractual obligations

 

 

 

 

 

 

 

 

 

Expenses

929,719

 

995,838

 

264,519

 

4,225,624

 

6,415,700

Contractual obligations Investments

 

1,255,891

 

 

1,730,408

 

 

125,651

 

 

2,186,389

 

 

5,298,339

Total

2,185,610

 

2,726,246

 

390,170

 

6,412,013

 

11,714,039

 

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

 

 

 

29               Additional information on cash flows

 

 

 

January to March 2015

January to March 2014

 

 

 

Total additions of intangible assets (Note 13)

571,144

662,078

 

 

 

Items not affecting cash (see breakdown below)

(51,185)

(151,638)

 

 

 

Total additions to intangible assets as per statement of cash flows

519,959

510,440

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

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

72,472

38,148

Contractors payable

(73,397)

(39,372)

Program contract commitments

-

117,751

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

28,515

-

Leasing

11,505

24,356

Construction margin (Notes 13 (f) and 23)

12,090

10,755

Total

51,185

151,638

 
 

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ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1


Notes to the Interim Financial Information

 

 

30               Events after the reporting period

 

·    Tariff revision

 

On May 4, 2015, ARSESP published two resolutions:

 

· Resolution 560, which authorized a 7.7875% adjustment over current tariffs, composed of:

 

a)      2015 annual tariff adjustment of 7.1899%, calculated based on the 8.1285% variation of IPCA from March 2014 to March 2015, less the efficiency factor (X factor) of 0.9386%; and

 

b)  additional adjustment of 0.5575%, due to the postponment to apply the Ordinary Tariff Revision, authorized for May 2014 but only applied in December 2014, when it was partially offset.

 

·Resolution 561, which established the 6.9154% index referring to SABESP’s Extraordinary Tariff Revision applicable over the tariffs authorized on this date by ARSESP Resolution nº 560, mentioned above.

 

These two tariff adjustments, accumulated, result in an index of 15.24%, applicable 30 days after their publication in the State Official Gazette.

 

 

·    Water Supply and Sewage Services Agreement

 

On May 7, 2015, the Company formalized the Water Supply and Sewage Services Agreement with the municipalities of Barueri and Mairiporã for a 30-year term.

 

·    CTEEP’s shares are received

 

On May 12, 2015, the Company received the transfer of 2,221,000 shares of Companhia de Transmissão de Energia Elétrica Paulista – CTEEP, referring to the first twenty-four installments of the Agreement with the São Paulo State Government, as per Note 9 (b).

 

 

 

 
 

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ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1


Comments on the Company’s Projections

 

 

Comments on the Company’s projections

 

 

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

 

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

 
 
 

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ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1


Other Information Deemed as Relevant by the Company

 

 

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

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
Position as at 3/31/2015

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524,285

50.3%

Management

 

 

 

 

Board of Directors

-

-

-

-

Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,524,285

50.3%

343,524,285

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,985,584

49.7%

339,985,584

49.7%

 
 
 

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ITR - Quarterly Information Form - 03/31/2015 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 Version: 1


Other Information Deemed as Relevant by the Company

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
Position as at 3/31/2014

Shareholder

Number of
Common Shares
(units)

%

Total Number of Shares
(units)

%

Controlling shareholder

 

 

 

 

Treasury Department

343,524,258

50.3%

343,524,258

50.3%

Management

 

 

 

 

Board of Directors

1,515

-

1,515

-

Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

-

-

-

-

 

 

 

 

 

Treasury shares

-

-

-

-

 

 

 

 

 

Other shareholders

 

 

 

 

 

 

 

 

 

Total

343,525,773

50.3%

343,525,773

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding shares

339,984,096

49.7%

339,984,096

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 at 3/31/2015
(shares)

 

Common shares

Total

Shareholder

Number of shares

%

Number of shares

%

Treasury Department

343,524,285

50.3

343,524,285

50.3

 

 

 

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 Version: 1


 

Reports and Statements / Unqualified Report on Special Review

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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Board of Directors and Management of

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

São Paulo - SP

Introduction

We have reviewed the accompanying interim financial information of Companhia de Saneamento Básico do Estado de São Paulo - SABESP (the “Company”) included in the Quarterly Information Form (ITR), for the quarter ended March 31, 2015, which comprises the financial position as of March 31, 2015 and the related statements of income, comprehensive income, changes in equity and cash flows for the three-month period then ended, including the explanatory notes.

 

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

Scope of review

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

Conclusion on the interim financial information

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

 

 

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Other matters

Statements of value added

We have also reviewed the statements of value added (DVA) for the three-month period ended March 31, 2015, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM - Brazilian Securities and Exchange Commission applicable to the preparation of Interim Financial Information - ITR and considered as supplemental information by IFRSs, which does not require the presentation of DVA. These statements were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the interim financial information taken as a whole.

 

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

 

São Paulo, May 14, 2015

DELOITTE TOUCHE TOHMATSU

Délio Rocha Leite

Auditores Independentes

Engagement Partner

 

 

 

PAGE: 80 of 80


 
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: June 1, 2015
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/  Rui de Britto Álvares Affonso    
 
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

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


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