SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For May , 2019
(Commission File No. 1-31317)
 

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


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



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

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

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

Yes ______ No ___X___

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

 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Table of contents

 

Company information

 
   

Capital Breakdown

1

Cash Proceeds

2

Parent Company’s Financial Statements

 

Statement of Financial Position - Assets

3

Statement of Financial Position - Liabilities

4

Income Statement

6

Statement of Comprehensive Income

7

Statement of Cash Flows

8

Statement of Changes in Equity

 

1/01/2019 to 3/31/2019

10

1/01/2018 to 3/31/2018

11

Statement of Value Added

12

Comments on the Company’s Performance

13

Notes to the Interim Financial Information

21

Comments on the Company’s Projections

80

Other Information Deemed as Relevant by the Company

81

Reports and Statements

 

Unqualified Reports on Special Review

83

Executive Officers’ Statement on the Financial Statements

84

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

85

 


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Company Information / Capital Breakdown

 

 

Number of Shares

Current Quarter

(Units)

3/31/2019

Paid-in Capital

 

Common

683,509,869

Preferred

0

Total

683,509,869

Treasury Shares

 

Common

0

Preferred

0

Total

0

 

 

 

 

 

 

 

 

 

 

 

PAGE: 1 of 84


 
 

 


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

 

 

Company Information / Cash Proceeds

 

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

Proceed per Share
(Reais / Share)

Board of Directors’
Meeting

3/28/2019 Interest on Equity   Common   1.15900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PAGE: 2 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

Code

Description

Current Quarter

Previous Year

 

 

3/31/2019

12/31/2018

1

Total Assets

43,313,455

43,565,118

1.01

Current Assets

4,927,761

5,602,242

1.01.01

Cash and Cash Equivalents

2,205,083

3,029,191

1.01.03

Accounts Receivables

2,143,760

2,017,481

1.01.03.01

Trade Receivables

1,974,708

1,843,333

1.01.03.02

Other Receivables

169,052

174,148

1.01.03.02.01

Related-Party Balances

169,052

174,148

1.01.04

Inventories

70,572

65,596

1.01.06

Recoverable Taxes

336,079

380,703

1.01.06.01

Current Recoverable Taxes

336,079

380,703

1.01.08

Other Current Assets

172,267

109,271

1.01.08.03

Other

172,267

109,271

1.01.08.03.01

Restricted Cash

25,993

31,900

1.01.08.03.20

Other Receivables

146,274

77,371

1.02

Noncurrent Assets

38,385,694

37,962,876

1.02.01

Long-Term Assets

9,061,435

8,590,597

1.02.01.04

Accounts Receivable

197,170

209,083

1.02.01.04.01

Trade Receivables

197,170

209,083

1.02.01.09

Receivables from Related Parties

670,019

669,102

1.02.01.09.03

Receivables from Controlling Shareholders

670,019

669,102

1.02.01.10

Other Noncurrent Assets

8,194,246

7,712,412

1.02.01.10.04

Escrow Deposits

201,645

152,018

1.02.01.10.05

Water National Agency (ANA)

43,965

49,136

1.02.01.10.06

Contract Asset

7,837,583

7,407,948

1.02.01.10.20

Other Receivables

111,053

103,310

1.02.02

Investments

104,661

92,207

1.02.02.01

Equity Investments

57,053

44,587

1.02.02.01.03

Equity Investments in Jointly-Owned Subsidiaries

57,053

44,587

1.02.02.02

Investment Properties

47,608

47,620

1.02.03

Property, Plant and Equipment

279,120

267,612

1.02.04

Intangible Assets

28,940,478

29,012,460

1.02.04.01

Intangible Assets

28,940,478

29,012,460

1.02.04.01.01

Concession Agreements

5,317,760

5,305,353

1.02.04.01.02

Program Contracts

9,825,474

9,857,480

1.02.04.01.03

Service Contracts

13,258,443

13,391,452

1.02.04.01.04

Software License of Use

447,257

458,175

1.02.04.01.05

Right of Use

91,544

0

PAGE: 3 of 84

 

 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

Code

Description

Current Quarter

Previous Year

 

 

3/31/2019

12/31/2018

2

Total Liabilities

43,313,455

43,565,118

2.01

Current Liabilities

4,874,771

5,398,632

2.01.01

Labor and Pension Plan Liabilities

510,708

564,830

2.01.01.01

Social Security Liabilities

26,275

48,539

2.01.01.02

Labor Liabilities

484,433

516,291

2.01.02

Trade Payables

427,383

465,993

2.01.02.01

Domestic Suppliers

427,377

465,993

2.01.02.02

Foreign Suppliers

6

0

2.01.03

Tax Liabilities

168,037

200,563

2.01.03.01

Federal Tax Liabilities

164,659

196,014

2.01.03.01.02

PIS-Pasep and Cofins Payable

91,405

82,381

2.01.03.01.03

INSS (social security contribution) Payable

37,780

38,871

2.01.03.01.20

Other Federal Taxes

35,474

74,762

2.01.03.03

Municipal Tax Liabilities

3,378

4,549

2.01.04

Borrowings and Financing

1,488,194

2,103,612

2.01.04.01

Borrowings and Financing

979,538

1,035,025

2.01.04.01.01

In Local Currency

229,258

296,525

2.01.04.01.02

In Foreign Currency

750,280

738,500

2.01.04.02

Debentures

445,694

1,049,510

2.01.04.03

Financing through Finance Lease

62,962

19,077

2.01.05

Other Liabilities

1,776,055

1,605,247

2.01.05.01

Payables to Related Parties

680

8,694

2.01.05.01.03

Payables to Controlling Shareholders

680

8,694

2.01.05.02

Other

1,775,375

1,596,553

2.01.05.02.01

Dividends and Interest on Equity Payable

673,744

673,765

2.01.05.02.04

Services Payable

580,377

454,022

2.01.05.02.05

Refundable Amounts

40,174

13,419

2.01.05.02.06

Program Contract Commitments

260,017

230,695

2.01.05.02.07

Public-Private Partnership (PPP)

122,431

137,827

2.01.05.02.09

Indemnities

11,257

11,257

2.01.05.02.20

Other Liabilities

87,375

75,568

2.01.06

Provisions

504,394

458,387

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

246,487

169,060

2.01.06.01.01

Tax Provisions

33,775

33,434

2.01.06.01.02

Social Security and Labor Provisions

134,875

56,243

2.01.06.01.04

Civil Provisions

77,837

79,383

2.01.06.02

Other Provisions

257,907

289,327

2.01.06.02.03

Provisions for Environmental Liabilities and Decommissioning

14,260

14,175

2.01.06.02.04

Provisions for Customers

217,300

231,547

2.01.06.02.05

Provisions for Suppliers

26,347

43,605

2.02

Noncurrent Liabilities

18,239,705

18,614,798

2.02.01

Borrowings and Financing

10,692,566

11,049,184

2.02.01.01

Borrowings and Financing

8,062,070

8,153,545

2.02.01.01.01

In Local Currency

2,202,979

2,222,636

2.02.01.01.02

In Foreign Currency

5,859,091

5,930,909

2.02.01.02

Debentures

2,030,328

2,346,050

 

PAGE: 4 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

Code

Description

Current Quarter

Previous Year

 

 

3/31/2019

12/31/2018

2.02.01.03

Financing through Finance Lease

600,168

549,589

2.02.02

Other Liabilities

6,886,552

6,869,897

2.02.02.02

Other

6,886,552

6,869,897

2.02.02.02.04

Pension Plan Liabilities

2,986,813

2,970,009

2.02.02.02.05

Program Contract Commitments

117,471

142,314

2.02.02.02.06

Public-Private Partnership (PPP)

3,279,258

3,275,297

2.02.02.02.07

Indemnities

31,146

31,146

2.02.02.02.08

Labor Liabilities

150,372

126,673

2.02.02.02.09

Deferred Cofins/Pasep

140,007

140,830

2.02.02.02.20

Other Liabilities

181,485

183,628

2.02.03

Deferred Taxes

294,666

261,242

2.02.03.01

Deferred Income Tax and Social Contribution

294,666

261,242

2.02.03.01.01

Deferred Income Tax and Social Contribution

294,666

261,242

2.02.04

Provisions

365,921

434,475

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

187,487

262,970

2.02.04.01.01

Tax Provisions

20,580

21,810

2.02.04.01.02

Social Security and Labor Provisions

160,204

235,760

2.02.04.01.04

Civil Provisions

6,703

5,400

2.02.04.02

Other Provisions

178,434

171,505

2.02.04.02.03

Provisions for Environmental Liabilities and Decommissioning

173,592

156,244

2.02.04.02.04

Provisions for Customers

4,842

15,261

2.03

Equity

20,198,979

19,551,688

2.03.01

Paid-Up Capital

15,000,000

15,000,000

2.03.04

Profit Reserve

5,100,783

5,100,783

2.03.04.01

Legal Reserve

1,200,030

1,200,030

2.03.04.08

Additional Dividend Proposed

60,331

60,331

2.03.04.10

Reserve for Investments

3,840,422

3,840,422

2.03.05

Retained Earnings/Accumulated Losses

647,291

0

2.03.06

Equity Valuation Adjustments

-549,095

-549,095

 

PAGE: 5 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

 

 

1/01/2019 to 3/31/2019

1/01/2018 to 3/31/2018

3.01

Revenue from Sales and/or Services

3,878,504

3,699,668

3.02

Cost of Sales and/or Services

-2,337,103

-2,139,237

3.02.01

Cost of Sales and/or Services

-1,747,145

-1,506,585

3.02.02

Construction Cost

-589,958

-632,652

3.03

Gross Profit

1,541,401

1,560,431

3.04

Operating Income/Expenses

-399,745

-477,826

3.04.01

Selling Expenses

-198,955

-224,155

3.04.01.01

Selling Expenses

-191,195

-175,524

3.04.01.02

Allowance for Doubtful Accounts

-7,760

-48,631

3.04.02

General and Administrative Expenses

-210,381

-267,980

3.04.04

Other Operating Income

13,385

17,425

3.04.04.01

Other Operating Income

14,992

19,460

3.04.04.02

Cofins and Pasep

-1,607

-2,035

3.04.05

Other Operating Expenses

-5,558

-5,933

3.04.06

Equity Results

1,764

2,817

3.05

Income before Financial Result and Taxes

1,141,656

1,082,605

3.06

Financial Result

-150,456

-193,933

3.06.01

Financial Income

102,200

77,099

3.06.01.01

Financial Income

107,950

80,999

3.06.01.02

Exchange Gains

-731

-134

3.06.01.03

Cofins and Pasep

-5,019

-3,766

3.06.02

Financial  Expenses

-252,656

-271,032

3.06.02.01

Financial  Expenses

-252,477

-159,017

3.06.02.02

Exchange Losses

-179

-112,015

3.07

Earnings before Income Tax

991,200

888,672

3.08

Income Tax and Social Contribution

-343,909

-308,241

3.08.01

Current

-310,485

-325,870

3.08.02

Deferred

-33,424

17,629

3.09

Net Result from Continued Operations

647,291

580,431

3.11

Profit/Loss for the Period

647,291

580,431

3.99

Earnings per Share - (Reais/Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common Share

0.94701

0.84919

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common Share

0.94701

0.84919

 

PAGE: 6 of 84


 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

Code

Description

YTD Current
Year
1/01/2019 to 3/31/2019

YTD Previous
Year
1/01/2018 to 3/31/2018
4.01 Net Income for the Period 647,291   580,431
4.03 Comprehensive Income for the Period 647,291 580,431

 

 

PAGE: 7 of 84


 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

 

 

1/01/2019 to 3/31/2019

1/01/2018 to 3/31/2018

6.01

Net Cash from Operating Activities

589,840

662,016

6.01.01

Cash from Operations

1,493,474

1,557,019

6.01.01.01

Profit before Income Tax and Social Contribution

991,200

888,672

6.01.01.02

Provision and Inflation Adjustments on Provisions

46,101

36,513

6.01.01.04

Finance Charges from Customers

-197,962

-60,324

6.01.01.05

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

3,143

4,282

6.01.01.06

Depreciation and Amortization

410,863

327,899

6.01.01.07

Interest on Borrowings and Financing Payable

138,978

119,242

6.01.01.08

Monetary and Exchange Change on Borrowings and Financing

17,207

131,664

6.01.01.09

Interest and Monetary Changes on Liabilities

9,524

8,099

6.01.01.10

Interest and Monetary Changes on Assets

-75,621

-3,929

6.01.01.11

Allowance for Doubtful Accounts

11,070

48,631

6.01.01.12

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

-19,313

7,387

6.01.01.13

Equity Results

-1,764

-2,817

6.01.01.15

Other Adjustments

-13,163

6,303

6.01.01.16

Transfer of Funds to São Paulo Municipal Government

119,920

0

6.01.01.17

Construction Margin over Intangible Assets Resulting from Concession Contracts

-13,569

-14,551

6.01.01.18

Pension Plan Liabilities

66,860

59,948

6.01.02

Changes in Assets and Liabilities

-412,002

-477,063

6.01.02.01

Trade Receivables

98,414

-77,646

6.01.02.02

Related-Party Balances and Transactions

11,513

28,282

6.01.02.03

Inventories

-4,976

10,179

6.01.02.04

Recoverable Taxes

44,624

86,069

6.01.02.05

Other Receivables

-36,159

-112,021

6.01.02.06

Escrow Deposits

-12,324

-21,891

6.01.02.08

Accounts Payable to Suppliers and Contractors

-328,719

-244,286

6.01.02.09

Salaries, Payroll Charges and Social Contributions

-34,809

37,686

6.01.02.10

Pension Plan Liabilities

-50,056

-52,328

6.01.02.11

Taxes and Contributions Payable

-92,543

-160,978

6.01.02.12

Services Payable

6,435

107,577

6.01.02.13

Other Liabilities

56,069

4,304

6.01.02.14

Provisions

-68,648

-80,597

6.01.02.15

Deferred Cofins/Pasep

-823

-1,413

6.01.03

Other

-491,632

-417,940

6.01.03.01

Interest Paid

-241,164

-196,060

6.01.03.02

Income Tax and Social Contribution Paid

-250,468

-221,880

6.02

Net Cash from Investing Activities

-233,143

-228,659

6.02.01

Acquisition of Intangible Assets

-209,552

-229,976

6.02.02

Acquisition of Property, Plant and Equipment

-18,796

-2,786

6.02.03

Increase in Investments

-10,702

-655

6.02.04

Restricted Cash

5,907

4,758

6.03

Net Cash from Financing Activities

-1,180,805

247,458

 

PAGE: 8 of 84


 

 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

 

 

1/01/2019 to 3/31/2019

1/01/2018 to 3/31/2018

6.03.01

Funding

103,815

943,048

6.03.02

Amortization

-1,154,042

-681,698

6.03.03

Payment of Interest on Equity

-21

0

6.03.04

Public-Private Partnership (PPP)

-129,157

-13,892

6.03.05

Program Contract Commitments

-1,400

0

6.05

Increase (Decrease) in Cash and Cash Equivalents

-824,108

680,815

6.05.01

Opening Cash and Cash Equivalents

3,029,191

2,283,047

6.05.02

Closing Cash and Cash Equivalents

2,205,083

2,963,862

 

PAGE: 9 of 84


 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Parent Company’s Financial Statements / Statement of Changes in Equity / 1/01/2019 to 3/31/2019 (R$ thousand)

 

 

Code

Description

Paid-up Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/

Accumulated Losses

Other Comprehensive Income

Equity

5.01

Opening Balances

15,000,000

0

5,100,783

0

-549,095

19,551,688

5.03

Restated Opening Balances

15,000,000

0

5,100,783

0

-549,095

19,551,688

5.05

Total Comprehensive Income

0

0

0

647,291

0

647,291

5.05.01

Net Income for the Period

0

0

0

647,291

0

647,291

5.07

Closing Balances

15,000,000

0

5,100,783

647,291

-549,095

20,198,979

 

PAGE: 10 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Parent Company’s Financial Statements / Statement of Changes in Equity / 1/01/2018 to 3/31/2018 (R$ thousand)

 

Code

Description

Paid-up Capital

Capital Reserves,

Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/

Accumulated Losses

Other Comprehensive Income

Equity

5.01

Opening Balances

10,000,000

0

8,051,110

0

-538,101

17,513,009

5.03

Restated Opening Balances

10,000,000

0

8,051,110

0

-538,101

17,513,009

5.05

Total Comprehensive Income

0

0

0

580,431

0

580,431

5.05.01

Net Income for the Period

0

0

0

580,431

0

580,431

5.07

Closing Balances

10,000,000

0

8,051,110

580,431

-538,101

18,093,440

 

PAGE: 11 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

Code

Description

YTD Current

Year

YTD Previous

Year

 

 

1/01/2019 to 3/31/2019

1/01/2018 to 3/31/2018

7.01

Revenue

4,146,906

3,898,878

7.01.01

Goods, Products and Services Sold

3,536,147

3,280,846

7.01.02

Other Revenue

14,992

19,460

7.01.03

Revenue from Construction of Own Assets

603,527

647,203

7.01.04

Allowance for/Reversal of Doubtful Accounts

-7,760

-48,631

7.02

Inputs Acquired from Third Parties

-1,476,216

-1,390,017

7.02.01

Costs of Sales and Services

-1,252,380

-1,124,975

7.02.02

Materials, Electricity, Outside Services and Others

-218,278

-259,109

7.02.04

Other

-5,558

-5,933

7.03

Gross Value Added

2,670,690

2,508,861

7.04

Retentions

-410,863

-327,899

7.04.01

Depreciation, Amortization and Depletion

-410,863

-327,899

7.05

Net Value Added Produced

2,259,827

2,180,962

7.06

Wealth Received in Transfer

108,983

83,682

7.06.01

Equity Results

1,764

2,817

7.06.02

Financial Income

107,219

80,865

7.07

Total Value Added to Distribute

2,368,810

2,264,644

7.08

Value Added Distribution

2,368,810

2,264,644

7.08.01

Personnel

622,298

570,360

7.08.01.01

Salaries and Wages

395,114

389,100

7.08.01.02

Benefits

206,362

139,950

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

20,822

41,310

7.08.02

Taxes and Contributions

753,670

679,408

7.08.02.01

Federal

705,250

636,987

7.08.02.02

State

34,489

30,019

7.08.02.03

Municipal

13,931

12,402

7.08.03

Value Distributed to Providers of Capital

345,551

434,445

7.08.03.01

Interest

332,670

414,156

7.08.03.02

Rental

12,881

20,289

7.08.04

Value Distributed to Shareholders

647,291

580,431

7.08.04.03

Retained Earnings / Accumulated Loss for the Period

647,291

580,431

 

PAGE: 12 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

1.     Financial highlights

 

R$ million

 

Var.

 

1Q19

1Q18

R$

%

Gross operating revenue (1)

3,536.1

3,280.8

255.3

7.8

Construction revenue

603.5

647.2

(43.7)

(6.8)

COFINS and PASEP and TRCF taxes (2)

(261.1)

(228.4)

(32.7)

14.3

(=) Net operating revenue

3,878.5

3,699.6

178.9

4.8

Costs and expenses

(2,156.4)

(1,998.7)

(157.7)

7.9

Construction costs

(590.0)

(632.7)

42.7

(6.7)

Equity result

1.8

2.8

(1.0)

(35.7)

Other operating revenue (expenses), net

7.8

11.5

(3.7)

(32.2)

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

1,141.7

1,082.5

59.2

5.5

Financial result

(150.5)

(193.9)

43.4

(22.4)

(=) Earnings before income tax and social contribution

991.2

888.6

102.6

11.5

Income tax and social contribution

(343.9)

(308.2)

(35.7)

11.6

(=) Net income

647.3

580.4

66.9

11.5

Earnings per share (R$) *

0.95

0.85

 

 

 

(1)    Includes Regulation, Control and Inspection Fee (TRCF), totaling R$ 16.7 million in 1Q19 and R$ 15.5 million in 1Q18.

(2)    Includes TRCF transfer, totaling R$ 14.6 million in 1Q19 and R$ 13.5 million in 1Q18.

(*) Total shares = 683,509,869

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

R$ million

 

Var.

 

1Q19

1Q18

R$

%

Net income

647.3

580.4

66.9

11.5

Income tax and social contribution

343.9

308.2

35.7

11.6

Financial result

150.5

193.9

(43.4)

(22.4)

Other operating revenue (expenses), net

(7.8)

(11.5)

3.7

(32.2)

(=) Adjusted EBIT *

1,133.9

1,071.0

62.9

5.9

Depreciation and amortization

410.8

328.0

82.8

25.2

(=) Adjusted EBITDA **

1,544.7

1,399.0

145.7

10.4

(%) Adjusted EBITDA margin

39.8

37.8

 

 

 

* Adjusted EBIT is net income before: (i) other operating revenues/expenses, net; (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 1Q19, net operating revenue, which considers construction revenue, totaled R$ 3,878.5 million, up 4.8% year-over-year .

Costs and expenses, which consider construction costs, totaled R$ 2,746.4 million, up 4.4% year-over-year .

Adjusted EBIT, totaling R$ 1,133.9 million, up 5.9% over the R$ 1,071.0 million reported in 1Q18 .

Adjusted EBITDA, totaling R$ 1,544.7 million, up 10.4% over the R$ 1,399.0 million reported in 1Q18 (R$ 6,686.3 million in the last 12 months ).

The adjusted EBITDA margin in 1Q19 was of 39.8%, over 37.8% in 1Q18 (41.1% in the last 12 months).

Excluding the effects of revenue and construction costs, adjusted EBITDA margin reached 46.8% in 1Q19, over 45.4% in 1Q18 (49.1% in the last 12 months).

In 1Q19, net income reached R$ 647.3 million, over a net income of R$ 580.4 million in 1Q18 .

PAGE: 13 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

2.     Gross operating revenue

The gross operating revenue related to the sanitation services, totaling R$ 3,536.1 million, which does not consider construction revenue, had an increase of R$ 255.3 million or 7.8%, when compared to the R$ 3,280.8 million in 1Q18 .

The main factors that led to the increase were :

 

·       3.5% tariff repositioning index since June 2018;

·       3.1% increase in total billed volume: 0.3% in water and 6.6% in sewage ; and

·       Beginning of operations in the municipality of Guarulhos in January 2019, generating an increase of R$ 70.2 million in operating revenue .

 

 

3.    Construction revenue

Construction revenue decreased by R$ 43.7 million or 6.8% year-over-year. This variation was mainly due to the increase in asset investments carried out in 1Q18, mostly in São Lourenço Production System (PPP).

 

PAGE: 14 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Performance

4.    Billed volume

 

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

 

 

QUARTER

WATER AND SEWAGE BILLED VOLUME (1) PER CUSTOMER CATEGORY – million’ m 3

 

Water

Sewage

Water + Sewage

Category

1Q19

1Q18

%

1Q19

1Q18

%

1Q19

1Q18

%

Residential

432.1

406.8

6.2

369.7

346.5

6.7

801.8

753.3

6.4

Commercial

43.6

42.0

3.8

42.3

40.0

5.7

85.9

82.0

4.8

Industrial

8.2

7.8

5.1

9.9

9.7

2.1

18.1

17.5

3.4

Public

10.4

9.7

7.2

9.3

8.7

6.9

19.7

18.4

7.1

Total retail

494.3

466.3

6.0

431.2

404.9

6.5

925.5

871.2

6.2

Wholesale (3)

38.3

64.7

(40.8)

8.6

7.7

11.7

46.9

72.4

(35.2)

Total

532.6

531.0

0.3

439.8

412.6

6.6

972.4

943.6

3.1

WATER AND SEWAGE BILLED VOLUME (1) PER REGION – million m 3

 

Water

Sewage

Water + Sewage

Region

1Q19

1Q18

Var. %

1Q19

1Q18

Var. %

1Q19

1Q18

Var. %

Metropolitan

322.2

299.7

7.5

281.3

260.7

7.9

603.7

560.4

7.7

Regional (2)

172.1

166.6

3.3

149.9

144.2

4.0

322.0

310.8

3.6

Total retail

494.3

466.3

6.0

431.2

404.9

6.5

925.5

871.2

6.2

Wholesale (3)

38.3

64.7

(40.8)

8.6

7.7

11.7

46.9

72.4

(35.2)

Total

532.6

531.0

0.3

439.8

412.6

6.6

972.4

943.6

3.1

 

(1) Unaudited
(2) Including coastal and interior regions
(3) Wholesale volumes of reuse water and non-domestic sewage are included

 

PAGE: 15 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Comments on the Company's Performance

 

5.    Costs, administrative & selling expenses and construction costs

Costs, administrative and commercial expenses and construction costs increased by R$ 115.0 million in 1Q19 (4.4%). Excluding construction costs, there was an increase of R$ 157.7 million (7.9%).

As a participation of net revenue, administrative and selling expenses and construction costs accounted for 70.8% in 1Q19, versus  71.1% in 1Q18.

 

R$ million

 

Var.

 

1Q19

1Q18

R$

%

Salaries and payroll charges and Pension plan obligations

681.0

630.0

51.0

8.1

General supplies

57.4

55.0

2.4

4.4

Treatment supplies

86.7

75.9

10.8

14.2

Services

422.2

377.1

45.1

12.0

Electricity

283.0

221.9

61.1

27.5

General expenses

191.7

246.2

(54.5)

(22.1)

Tax expenses

15.8

16.0

(0.2)

(1.3)

Sub-total

1,737.8

1,622.1

115.7

7.1

Depreciation and amortization

410.8

328.0

82.8

25.2

Allowance for doubtful accounts

7.8

48.6

(40.8)

(84.0)

Sub-total

418.6

376.6

42.0

11.2

Costs, administrative and selling expenses

2,156.4

1,998.7

157.7

7.9

Construction costs

590.9

632.7

(42.7)

(6.7)

Costs, adm. & selling expenses and construction costs

2,746.4

2,631.4

115.0

4.4

% of net revenue

70.8

71.1

 

 

 

5.1.   Salaries and payroll charges and Pension plan obligations

 

In 1Q19, there was an increase of R$ 51.0 million or 8.1%, due to the following :

 

·       Increase of R$ 53.3 million in medical expenses;

·       Increase of R$ 13.3 million in salaries, mainly due to the salary increase of 1.3% in May 2018, the hiring of 1,019 employees in 2018 and the application of 1.0% referring to the Carrier and Salaries Plan (Plano de Cargos e Salários) in February 2019;

·       Higher overtime expense, reaching R$ 7.5 million; and

·       Increase in expenses with meal voucher and food supplies basket, reaching R$ 5.0 million.

 

The above increases were partially offset due to:

·       Decrease of R$ 25.5 million in the provision for the Profit-Sharing Program; and

·       Lower provision for retired Consent Decree ( Termo de Ajustamento de Conduta – TAC) expenses, reaching R$ 5.3 million.

 

 

5.2.   Treatment materials

 

Increase of R$ 10.8 million or 14.2%, mainly due to the greater need to use coagulants and disinfectants in the water treatment, mainly in Water Treatment Station ABV .

 

 

 

5.3.   Services

 

Expenses with services, totaling R$ 422.2 million, increased by R$ 45.1 million or 12.0% over the R$ 377.1 million in 1Q18. The increase was mainly due the :

PAGE: 16 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company's Performance

·       Increase of hiring of technical and professional services in 1Q19, totaling R$ 20.4 million, mainly related to: (i) the start of operations in the municipality of Guarulhos in January 2019, totaling R$ 7.6 million; (ii) services of management and operation of call centers, totaling R$ 3.1 million; and (iii) maintenance services and IT technical support, totaling R$ 2.9 million; and

·       Greater use of maintenance services in water and sewage networks and systems, totaling R$ 16.2 million.

 

 

 

5.4.   Electricity

 

Electricity expenses totaled R$ 283.0 million in 1Q19, up R$ 61.1 million or 27.5% over R$ 221.9 million in 1Q18. The key factors that influenced this variation were :

 

·       Average decrease of 2.2% in energy prices of the Free market tariffs ( Ambiente de Contratação Livre - ACL), down 5.3% in consumption ;

·       Average increase of 34.6% in the Grid market tariffs ( Tarifas de Uso do Sistema de Distribuição - TUSD), down 26.2% in consumption; and

·       Average increase of 16.1% in Regulated market tariffs ( Ambiente de Contratação Regulada - ACR), up 43.8% in consumption .

 

 

In 1Q19, of total electricity expenses, the free market accounted for 22%, while TUSD corresponded to 11% and the regulated market accounted for 67% of this total .

 

 

5.5.   General expenses

 

A decrease of R$ 54.5 million or 22.1%, totaling R$ 191.7 million in 1Q19, over R$ 246.2 million in 1Q18, mainly due to reversals of lawsuits, totaling R$ 45.9 million, due to changes in expected loss .

 

 

5.6.   Depreciation and amortization

 

Depreciation and amortization expenses increased R$ 82.8 million or 25.2%, due to the start-up of intangible assets, totaling R$ 6.1 billion, of which R$ 3.2 billion referring to the São Lourenço Production System .

 

5.7.   Allowance for doubtful accounts

 

Decrease of R$ 40.8 million, mainly due to the lower delinquency rate in 1Q19, of which R$ 29.9 million is related to the provisioning of revenue losses with the municipality of Guarulhos in 1Q18 .

 

 

6. Financial result

 

 

 

 

 

R$ million

 

 

 

Var.

 

1Q19

1Q18

R$

%

Financial expenses, net of income

(150.7)

(67.2)

(83.5)

124.3

Net monetary and exchange variation

0.2

(126.7)

126.9

(100.2)

Financial result

(150.5)

(193.9)

43.4

(22.4)

PAGE: 17 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company's Performance

 

6.1. Financial expenses, net of income

R$ million

 

Var.

1Q19

               1Q18

R$ 

              %

Financial expenses

Interest and charges on domestic loans and financing

(81.2)

(78.2)

(3.0)

3.8

Interest and charges on international loans and financing

(42.4)

(36.6)

(5.8)

15.8

Other financial expenses

(104.2)

(14.9)

(89.3)

599.3

Total financial expenses

(227.8)

(129.7)

(98.1)

75.6

Financial income

77.1

62.5

14.6

23.4

Financial expenses net of income

(150.7)

(67.2)

(83.5)

124.3

 

 

6.1.1. Financial expenses

 

 

Increase of R$ 98.1 million, mainly due to :

 

 

 

 

 

·       Increase of R$ 5.8 million in interest and charges on foreign loans and financing, mainly due to the higher US dollar appreciation in 1Q19 (0.6%), when compared to the appreciation in 1Q18 (0.5%); and

·       Increase of R$ 89.3 million in other financial expenses, mainly due to: (i) higher recognition of interest related to the Public-Private Partnership contracts in 1Q19, reaching R$ 53.4 million, due to the full start-up of operations of the São Lourenço Production System, in July 2018; and (ii) higher recognition of interest on lawsuits, totaling R$ 32.4 million .

 

6.1.2. Financial income

 

Increase of R$ 14.6 million, mainly due to the higher recognition of interest on installment agreements in 1Q19 .

 

 

6.2. Monetary and exchange variation, net

 

 

 

 

 

R$ million

 

 

 

Var.

 

1Q19

1Q18

R$

%

Monetary variation on loans and financing

(16.7)

(19.6)

2.9

(14.8)

Currency exchange variation on loans and financing

(0.2)

(112.0)

111.8

(99.8)

Other monetary variations

(8.0)

(9.7)

1.7

(17.5)

Monetary/exchange rate variation on liabilities

(24.9)

(141.3)

116.4

(82.4)

Monetary/exchange rate variation on assets

25.1

14.6

10.5

71.9

Monetary/exchange rate variation, net

0.2

(126.7)

126.9

(100.2)

 

 

The effect of the net monetary and exchange rate variations in 1Q19 decreased R$ 126.9 over 1Q18, mainly due to the decrease of R$ 111.8 million in exchange rate changes on loans and financing due to the depreciation of the yen versus the real in 1Q19 (-0.2%), when compared to the appreciation in 1Q18 (6.3%), and the fact that the US dollar had no significant variation in the comparison period.

PAGE: 18 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company's Performance

7.    Income tax and social contribution

The increase of R$ 35.7 million was due to the higher taxable income in 1Q19, mainly affected by the increase in operating revenue, mostly due to the beginning of the operation in the city of Guarulhos; and mitigated by the increase in costs with electricity and salaries .

 

 

8.    Indicators

 

8.1.   Operating

 

 

Operating indicators (*)

1Q19

1Q18

%

Water connections (1)

9,484

8,908

6.5

Sewage connections (1)

7,893

7,345

7.5

Population directly served - water (2)

26.2

24.9

5.2

Population directly served - sewage (2)

22.8

21.6

5.6

Number of employees

14,213

13,610

4.4

Water volume produced (3)

719

702

2.5

IPM – Measured water loss (%)

29.9

30.4

(0.5)

IPDt (liters/connection x day)

291

298

(2.3)

 

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

8.2.   Economic

 

Economic Variables at the close of the period (*)

1Q19

1Q18

Amplified Consumer Price Index (1)

1.51

0.70

National Consumer Price Index (1)

1.68

0.48

Consumer Price Index (1)

1.64

0.04

Referential Rate (1)

0.0000

0.0000

Interbank Deposit Certificate (2)

6.40

6.39

US DOLLAR (3)

3.8967

3.3238

YEN (3)

0.03521

0.03126

 

(1) Annual accrual, in %
(2) Annual average
(3) Ptax sale rate on the last day
(*) Unaudited

 

PAGE: 19 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company's Performance

9.    Loans and financing

 

 

R$ thousand

DEBT PROFILE

INSTITUTION

2019

2020

2021

2022

2023

2024

2025 onwards

TOTAL

Local currency

 

 

 

 

 

 

 

 

Banco do Brasil

 

 

 

 

 

Brazilian Federal Savings Bank

57,078

78,813

82,956

87,424

79,923

78,310

883,200

1,347,704

Debentures

117,925

593,632

481,515

560,631

363,834

206,601

151,884

2,476,022

BNDES

91,289

103,423

102,970

102,970

97,298

91,803

451,497

1,041,250

Leases

13,823

36,481

38,348

40,378

43,175

45,055

352,503

569,763

Leases (IFRS 16)

32,703

41,414

18,885

302

63

93,367

Other

1,037

1,383

1,383

1,383

1,383

1,383

1,268

9,220

Interest and other charges

27,237

6,826

 

 

 

 

 

34,063

Total in local currency

341,092

861,972

726,057

793,088

585,676

423,152

1,840,352

5,571,389

Foreign currency

 

 

 

 

 

 

 

 

IABD

82,199

164,397

164,397

164,397

164,397

164,397

1,392,108

2,296,292

IBRD

11,845

23,691

23,691

23,691

23,691

23,691

225,130

355,430

Deutsche Bank 350

291,032

 

291,032

Eurobonds

1,362,403

 

1,362,403

JICA

82,305

144,795

144,795

144,795

144,795

144,795

1,222,629

2,028,909

BID 1983AB

68,942

68,309

29,975

29,975

28,507

225,708

Interest and other charges

49,597

 

 

 

 

 

49,597

Total in foreign currency

585,920

1,763,595

362,858

362,858

361,390

332,883

2,839,867

6,609,371

Total

927,012

2,625,567

1,088,915

1,155,946

947,066

756,035

4,680,219

12,180,760

 

 

10.    capex

A total of R$ 787.5 million was invested in the first quarter of 2019 .

 

PAGE: 20 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

1                  Operations

 

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

 

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

 

As of March 31, 2019, the Company operated water and sewage services in 370 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 the municipality is serviced by wholesale, it was not included in the 370 municipalities. The municipality of Aguaí signed a contract in December 2018, however its operations will begin only in June 2019. As of March 31, 2019, the Company had 373 contracts.

 

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

 

As of March 31, 2019, 35 concession agreements (35 as of December 31, 2018) had expired and are being negotiated. From April 1, 2019 to 2030, 31 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, 2019, 307 program and services contracts were signed (307 contracts as of December 31, 2018).

 

As of March 31, 2019, the carrying amount of the underlying assets used in the 35 concessions of the municipalities under negotiation totaled R$ 4,488,997, accounting for 12.21% of the total intangible assets (as of December 31, 2018, the carrying amount of the underlying assets used in the 35 concessions of the municipalities under negotiation totaled R$ 4,485,203, accounting for 12.32% of the total intangible assets), and the related gross revenue for the period ended March 31, 2019 totaled R$ 318,900, accounting for 7.70% of total revenue (as of March 31, 2018, the related gross revenue totaled R$ 397,788, accounting for 10.13% of total revenue).

 

The Company’s operations are concentrated in the municipality of São Paulo, which represents 46.34% of the gross revenues as of March 31, 2019 (55.00% as of March 31, 2018) and 46.76% of intangible assets (46.97% as of December 31, 2018).

 

PAGE: 21 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

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

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

ii. capture, transport and treatment of water;

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

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

 

The Company operates under an authorization by public deed in some municipalities in the Santos coast region and in the Ribeira Valley, where the Company started to operate after the merger of the companies that formed it. In September 2015, the Company entered into a water supply and sewage public utility services agreement with the municipality of Santos; the gross revenue calculated in the three-month period ended March 31, 2019 totaled R$ 87,856 (R$ 98,042 in the three-month period ended March 31, 2018) and the intangible asset was R$ 307,248 as of March 31, 2019 (R$ 307,566 as of December 31, 2018).

 

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

 

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

 

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

 

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

 

The financial statements were approved by the Board of Directors on May 9, 2019.

 

PAGE: 22 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

2                 Basis of preparation and presentation of the interim financial information

 

Presentation of the interim financial information

 

The interim financial information as of March 31, 2019, was prepared based on the provisions of CPC 21 (R1) – Interim Financial Information and the international standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), applicable to the preparation of Quarterly Information Form– ITR, and are fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). Therefore, this interim information takes into consideration the Official Letter CVM/SNC/SEP 003 of April 28, 2011, which allows the entities to present selected notes to the financial statements, in cases of redundant information already disclosed in the Annual Financial Statements. The interim financial information for March 31, 2019, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the Annual Financial Statements as of December 31, 2018, prepared pursuant to the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB and pursuant to the accounting practices adopted in Brazil, which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee - CPC. Therefore, the interim financial information as of March 31, 2019 was not fully completed due to redundancies with the information presented in the annual financial statements of December 31, 2018 and, as provided for in Official Letter/CVM/SNC/SEP 003/2011. In this interim financial information, the notes below were either not presented or are not as detailed as those in the annual financial statements (according to numerical references):

 

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

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

iii.      Risk Management – Financial Instruments (Note 5.4);

iv.     Key Accounting Estimates and Judgments (Note 6);

v.     Related-Party Balances and Transactions (Note 10);

vi.     Investments (Note 12);

vii.     Contract Asset (Note 14)

viii.     Intangible Assets (Note 15);

ix.     Borrowings and Financing (Note 17);

x.     Deferred Taxes and Contributions (Note 19);

xi.     Provisions (Note 20);

xii.     Employees Benefits (Note 21);

xiii.     Equity (Note 24);

xiv.     Insurance (Note 27);

xv.     Financial Income (Expenses) (Note 30).

 

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

 

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

 

PAGE: 23 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

3                 Summary of significant accounting policies

 

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

 

3.1   Leases

 

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

 

Transition to CPC 06 (R2) - Leases

 

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

 

The Company’s financial statements were impacted as follows:

 

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

 

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

 

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

 

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

 

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

 

PAGE: 24 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

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

 

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

 

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

 

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

 

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

 

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

 

After carrying out analysis, the Company concluded that on January 1, 2019, 70 contracts fell under the scope of CPC 06 (R2)/IFRS 16 (98 contracts as of March 31, 2019). The adoption of this standard increased assets, due to the recognition of the right of use of leased assets, and liabilities, as shown below:

 

Impact from first-time adoption of the standard

 

Group

 

Future payments of fixed leases

 

Impact of the discount rate

 

Right of use of leased assets

 

Lease liabilities

Vehicles

 

63,795

 

(9,313)

 

54,482

 

54,482

Properties

 

7,525

 

(1,333)

 

6,192

 

6,192

Equipment

 

741

 

(100)

 

641

 

641

Other

 

4,243

 

(603)

 

3,640

 

3,640

Total

 

76,304

 

(11,349)

 

64,955

 

64,955

 

PAGE: 25 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

4                 Risk Management

 

4.1   Financial risk management

Financial risk factors

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

 

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

 

(a)        Market risk Foreign currency risk

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

 

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

 

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

 

A significant amount of the Company’s financial debt is indexed to the US dollar and Yen, in the total amount of
R$ 6,633,283 as of March 31, 2019 (R$ 6,694,912 as of December 31, 2018). Below, the Company’s exposure to exchange risk:

 

 

March 31, 2019

December 31, 2018

 

Foreign currency

R$

Foreign currency

R$

 

 

 

 

 

Borrowings and financing – US$

1,168,083

4,551,669

1,191,152

4,615,476

Borrowings and financing – Yen

57,711,358

2,032,017

57,463,173

2,026,726

Interest and charges from borrowings and financing – US$

 

45,831

 

40,193

Interest and charges from borrowings and financing – Yen

 

3,766

 

12,517

Total exposure

 

6,633,283

 

6,694,912

Borrowing cost – US$

 

(20,804)

 

(22,390)

Borrowing cost – Yen

 

(3,108)

 

(3,113)

Total foreign currency-denominated borrowings (Note 16)

 

6,609,371

 

6,669,409

 

 

                                                                                                                                                                                  

PAGE: 26 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

The Brazilian real increased 0.2% against the Yen, from R$ 0.03527 on December 31, 2018 to R$ 0.03521 on March 31, 2019, decreasing the Yen-pegged debt by R$ 3,462.

 

In the same period, the Brazilian real decreased 0.6% against the US dollar, from R$ 3.8748 on December 31, 2018 to R$ 3.8967 on March 31, 2019, increasing the US dollar-pegged debt by R$ 25,581.

 

As of March 31, 2019, if the Brazilian real had depreciated or appreciated by 10 percentage points, in addition to the impacts mentioned above, against the US dollar and Yen with all other variables held constant, the effects on results before taxes on the three-month period ended March 31, 2019 would have been R$ 663,328 (R$ 580,270 for the three-month period ended March 31, 2018), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated loans.

 

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

 

 

 

Scenario I (Probable)

Scenario II (+25%)

Scenario III (+50%)

 

(*)

 

 

Net currency exposure as of March 31, 2019 (Liabilities) in US$

1,168,083

1,168,083

1,168,083

 

 

 

 

US$ rate as of March 31, 2019

3.8967

3.8967

3.8967

Exchange rate estimated according to the scenario

3.7500

4.6875

5.6250

Differences between the rates

0.1467

(0.7908)

(1.7283)

 

 

 

 

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

171,358

(923,720)

(2,018,798)

 

 

 

 

Net currency exposure as of March 31, 2019 (Liabilities) in Yen

57,711,358

57,711,358

57,711,358

 

 

 

 

Yen rate as of March 31, 2019

0.03521

0.03521

0.03521

Exchange rate estimated according to the scenario

0.03616

0.04520

0.05424

Differences between the rates

(0.00095)

(0.00999)

(0.01903)

 

 

 

 

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

(54,826)

(576,536)

(1,098,247)

 

 

 

 

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

116,532

(1,500,256)

(3,117,045)

 

(*) For the probable scenario in US dollar, the exchange rate estimated for March 31, 2019 was used, pursuant to the Focus Report-BACEN of March 31, 2019, while for the Yen, the average exchange rate was considered for the 12-month period after March 31, 2019, according to B3’s Reference Rates report of March 31, 2019.

 

PAGE: 27 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

Interest rate risk

 

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

 

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

 

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

 

 

March 31, 2019

 

December 31, 2018

CDI (i)

1,000,000

 

1,250,000

TR (ii)

1,631,820

 

1,637,290

IPCA (iii)

971,264

 

1,614,595

TJLP (iv)

1,277,490

 

1,322,854

LIBOR (v)

3,187,824

 

3,259,295

Interest and other charges

50,922

 

134,725

Total

8,119,320

 

9,218,759

 

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

(ii)     TR – Interest Benchmark Rate

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

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

(v)     LIBOR - London Interbank Offered Rate

 

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

 

As of March 31, 2019, if interest rates on borrowings and financing had been 1 percentage point higher or lower with all other variables held constant, the effects on profit before taxes for the three-month period ended March 31, 2019 would have been R$ 81,193 (R$ 89,713 for the three-month period ended March 31, 2018), lower or higher, mainly as a result of lower or higher interest expense on floating rate borrowings and financing.

 

(b)         Credit risk

 

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

 

The maximum exposures to credit risk as of March 31, 2019 are the carrying amounts of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade receivables and accounts receivable from related parties in the balance sheet date. See additional information in Notes 6, 7, 8 and 9.

PAGE: 28 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

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

 

 

March 31, 2019

 

December 31, 2018

Cash at bank and short-term bank deposits

 

 

 

AA(bra)

2,136,280

 

2,966,080

AAA(bra)

48,635

 

45,430

Other (*)

20,168

 

17,681

 

2,205,083

 

3,029,191

 

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

 

The available credit rating information of the banks, as of March 31, 2019, in which the Company made deposit transactions and financial investments in local currency (R$ - local rating) during the period is as follows:

 

Banks

 

Fitch

 

Moody's

 

Standard Poor's

Banco do Brasil S/A

Banco Santander Brasil S/A Brazilian Federal Savings Bank Bradesco S/A

Itaú Unibanco Holding S/A

 

AA(bra)

-

AA(bra)
AAA(bra)
AAA(bra)

 

Aa1.br
Aaa.br
Aa1.br
Aa1.br
Aa1.br

 

-

brAAA
brAAA
brAAA
brAAA

(c) Liquidity risk

 

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

 

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

 

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

PAGE: 29 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

April to December 2019

2020

2021

2022

2023

2024 onwards

Total

As of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Borrowings and financing

1,288,113

3,154,573

1,459,935

1,482,356

1,205,174

6,521,499

15,111,650

Accounts payable to suppliers and contractors

427,383

-

-

-

-

-

427,383

Services payable

580,377

-

-

-

-

-

580,377

Public-Private Partnership (PPP)

282,897

377,196

377,196

377,196

377,196

4,889,573

6,681,254

Program contract commitments

244,775

45,613

45,748

30,998

30,998

14,552

412,684

 

Cross default
 

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

 

(d) Sensitivity analysis on interest rate risk

 

The table below shows the sensitivity analysis of the financial instruments, prepared in accordance with CVM Rule 475/08 in order to evidence the balances of main financial assets and liabilities, calculated at a rate projected for the twelve-month period after March 31, 2019, or until the final settlement of each contract, whichever is shorter, considering a probable scenario (Scenario I), appreciation of 25% (Scenario II) and 50% (Scenario III).

 

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

 

PAGE: 30 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

March 31, 2019

Indicators

Exposure

Scenario I

(Probable) (i)

Scenario II

 25%

Scenario III

50%

 

 

 

 

 

Assets

 

 

 

 

CDI

2,093,263

7.5000%(*)

5.6250%

3.7500%

Financial income

 

156,995

117,746

78,497

 

 

 

 

 

Liabilities

 

 

 

 

CDI

(1,000,000)

7.5000%(*)

5.6250%

3.7500%

Interest to be incurred

 

(75,000)

(56,250)

(37,500)

 

 

 

 

 

CDI net exposure

1,093,263

81,995

61,496

40,997

 

 

 

 

 

Liabilities

 

 

 

 

TR

(1,631,820)

0.0001%(***)

0.0001%

0.0002%

Expenses to be incurred

 

(2)

(2)

(3)

 

 

 

 

 

IPCA

(971,264)

4.0000%(*)

5.0000%

6.0000%

Expenses to be incurred

 

(38,851)

(48,563)

(58,276)

 

 

 

 

 

TJLP

(1,277,490)

7.0300%(*)

8.7875%

10.5450%

Interest to be incurred

 

(89,808)

(112,259)

(134,711)

 

 

 

 

 

LIBOR

(3,187,824)

2.5490%(**)

3.1862%

3.8234%

Interest to be incurred

 

(81,258)

(101,570)

(121,883)

 

 

 

 

 

Total net expenses to be incurred

 

(127,924)

(200,898)

(273,876)

 

 

 

 

 

(*)     Source: CDI and IPCA rates (Focus Report – BACEN, March 31, 2019) and long-term interest rate as at March 31, 2019 (BACEN).

(**)   Source: Bloomberg.

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

 

 

(i)     Refers to the scenario of interest to be incurred for the 12 months as of March 31, 2019 or until the maturity of the agreements, whichever is shorter.

 

4.2   Capital management

 

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

PAGE: 31 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

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

 

 

March 31, 2019

December 31, 2018

 

 

Total borrowings and financing (Note 16)

 

 

12,180,760

 

 

13,152,796

(-) Cash and cash equivalents  (Note 6)

(2,205,083)

(3,029,191)

 

 

Net debt

 

 

9,975,677

 

 

10,123,605

Total equity

20,198,979

19,551,688

 

 

Total capital (shareholders plus creditor’s equity )

 

 

30,174,656

 

 

29,675,293

 

 

Leverage ratio

 

 

33%

 

 

34%

 

 

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

 

4.3   Fair value estimate

 

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

 

4.4   Financial instruments

 

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

PAGE: 32 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

The estimated fair values of financial instruments are as follows:

 

Financial assets

 

 

 

March 31, 2019

December 31, 2018

 

Carrying amount

Fair value

Carrying amount

Fair value

   Cash and cash equivalents

2,205,083

2,205,083

3,029,191

3,029,191

   Restricted cash

25,993

25,993

31,900

31,900

   Trade receivables

2,171,878

2,171,878

2,052,416

2,052,416

   Water National Agency (ANA)

43,965

43,965

49,136

49,136

   Other receivables

257,327

257,327

180,681

180,681

 

 

Additionally, SABESP has financial instrument assets receivable from related parties, in the amount of R$ 839,071 as of March 31, 2019 (R$ 843,250 as of December 31, 2018), which were calculated in accordance with the conditions negotiated between related parties. The conditions and additional information related to these financial instruments are disclosed in Note 9 to these financial statements. Part of this balance, totaling R$ 734,971 (R$ 737,503 as of December 31, 2018), refers to reimbursement of additional retirement and pension plan - G0 and is indexed by the IPCA plus simple interest of 0.5% p.m. This interest rate approximates that one practiced by federal government bonds (NTN-b) with terms similar to those of related-party transactions.

 

Financial liabilities

 

 

March 31, 2019

December 31, 2018

 

Carrying amount

Fair value

Carrying amount

Fair value

   Borrowings and financing

12,180,760

12,158,980

13,152,796

13,116,684

   Accounts payable to suppliers and contractors

427,383

427,383

465,993

465,993

   Services payable

580,377

580,377

454,022

454,022

   Program contract commitments

377,488

377,488

373,009

373,009

   Public-Private Partnership (PPP)

3,401,689

3,401,689

3,413,124

3,413,124

 

 

 

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

 

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

PAGE: 33 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

5             Key accounting estimates and judgments

 

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

 

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

 

6         Cash and cash equivalents

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Cash and banks

 

 

111,820

 

 

151,558

 

Cash equivalents

2,093,263

2,877,633

 

 

2,205,083

3,029,191

 

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

 

As of March 31, 2019, the average yield of financial investments corresponds to 98.31% of CDI (98.28% as of December 31, 2018).

 

7            Restricted cash

 

 

March 31, 2019

December 31, 2018

Current

 

 

Agreement with the São Paulo municipal government (i)

17,357

19,977

Brazilian Federal Savings bank – escrow deposits (ii)

2,142

5,880

Other

6,494

6,043

 

25,993

31,900

 

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

 

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

PAGE: 34 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

8

Trade receivables

 

(a)      Statement of financial position details

 

 

 

 

March 31, 2019

 

 

 

 

 

December 31, 2018

 

Private sector:

 

 

 

 

General and special customers (i) (ii)

1,474,511

 

1,372,667

 

Agreements (iii)

373,514

 

347,679

 

 

 

1,848,025

 

 

1,720,346

 

Government entities:

 

 

 

 

Municipal

554,391

 

575,733

 

Federal

5,440

 

3,876

 

Agreements (iii)

266,099

 

274,906

 

 

 

825,930

 

 

854,515

 

Wholesale customers – Municipal governments: (iv)

 

 

 

 

Mogi das Cruzes

3,121

 

3,056

 

São Caetano do Sul

5,841

 

2,869

 

 

Total wholesale customers – Municipal governments

 

8,962

 

 

5,925

 

 

Unbilled supply

 

570,041

 

 

571,072

 

 

Subtotal

 

3,252,958

 

 

3,151,858

 

Allowance for doubtful accounts

(1,081,080)

 

(1,099,442)

 

 

Total

 

2,171,878

 

 

2,052,416

 

 

Current

 

1,974,708

 

 

1,843,333

 

Noncurrent

197,170

 

209,083

 

 

 

2,171,878

 

 

2,052,416

 

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

 

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

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

 

PAGE: 35 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

March 31,

 

December 31,

2019

 

2018

Wholesale customers – Municipal governments: (iv)

 

 

 

Mauá

619,651

 

601,910

Mogi das Cruzes

3,121

 

3,056

Santo André

1,193,246

 

1,164,399

São Caetano do Sul

5,841

 

2,869

Diadema

222,671

 

222,671

Total wholesale customers – Municipal governments

2,044,530

 

1,994,905

 

 

(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. The Company did not record revenues and receivables from these municipalities in accordance with IFRS 15 and IFRS 9, as it does not believe that it is likely that it will receive the consideration it is entitled to in exchange for the services transferred to the municipalities.

 

The Company did not record revenues in the amounts of R$ 46,433 and R$ 73,178 from January to March 2019 and 2018, respectively, due to low expectation of receipt.

 

(b)         The aging of trade receivables is as follows

 

 

March 31, 2019

December 31, 2018

 

 

 

Current

1,520,067

1,449,927

Past-due:

 

 

Up to 30 days

334,858

330,310

From 31 and 60 days

161,534

145,153

From 61 and 90 days

82,487

83,679

From 91 and 120 days

58,511

54,486

From 121 and 180 days

106,322

89,740

From 181 and 360 days

89,691

44,856

Over 360 days

899,488

953,707

 

 

 

Total

1,732,891

1,701,931

 

 

 

Total

3,252,958

3,151,858

 

 

 

The increase in the overdue balance was mainly due to the increase in default of private sector .

 

PAGE: 36 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

(c)         Allowance for doubtful accounts

 

 

January to March 2019

January to March 2018

 

 

 

Balance at the beginning of the period

1,099,442

1,067,973

Private sector/government entities

(9,857)

6,639

Recoveries

(8,505)

(12,088)

 

 

 

Net additions/(recoveries) in the period

(18,362)

(5,449)

 

 

 

Balance at the end of the period

1,081,080

1,062,524

 

 

Reconciliation of estimated losses on income

January to March 2019

January to March 2018

 

 

 

Write-offs

(22,812)

(27,567)

(Losses)/reversal with state entities – related parties

(3,310)

(1,360)

(Losses)/reversal with private sector/government entities

9,857

(6,639)

(Losses)/reversal with wholesale customers

-

(25,153)

Recoveries

8,505

12,088

 

 

 

Amount recorded as selling expense

(7,760)

(48,631)

 

 

 

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

 

PAGE: 37 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

9                 Related-Party Balances and Transactions

 

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

 

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

 

 

March 31, 2019

December 31, 2018

Accounts receivable

 

 

Current:

 

 

   Sanitation services

125,716

122,522

   Allowance for losses

(37,130)

(33,820)

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

 

 

      - Monthly flow (payments)

15,016

22,926

      - GESP Agreement – 2015

65,450

62,520

 

 

 

Total current

169,052

174,148

 

 

 

Noncurrent:

 

 

   Agreement for the installment payment of sanitation services

15,514

17,045

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

 

 

      - GESP Agreement – 2015

654,505

652,057

 

 

 

Total noncurrent

670,019

669,102

 

 

 

Total receivables from shareholders

839,071

843,250

 

 

 

Assets:

 

 

Sanitation services

104,100

105,747

Reimbursement of additional retirement and pension benefits paid (G0)

734,971

737,503

 

 

 

Total

839,071

843,250

 

 

 

Liabilities:

 

 

Interest on capital payable to related parties

338,407

338,407

Other (g)

680

8,694

 

 

 

PAGE: 38 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

January to March 2019

January to March 2018

 

 

 

Revenue from sanitation services

123,000

117,353

Payments from related parties

(125,098)

(118,721)

 

 

 

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

(44,786)

(50,709)

 

 

(b)     Disputed amounts - GESP

As of March 31, 2019 and December 31, 2018, the disputed amounts between SABESP and GESP, corresponding to additional retirement and pension benefits paid (Law 4,819/58), totaled R$ 1,126,243 and R$ 1,107,104, respectively. The Company created allowances for doubtful accounts for such amounts.

 

(c)         Use of reservoirs – EMAE

 

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

 

Several lawsuits were filed by EMAE, An arbitration proceeding was in progress related to the Guarapiranga reservoir and a lawsuit related to the Billings reservoir, both pleading for financial compensation due to SABESP’s water collection 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.

 

On October 28, 2016, the Company entered into an agreement based on a Private Transaction Agreement and Other Adjustments aimed to fully and completely settle the disputes involving the two companies. As of October 19, 2017, the conditions precedent were complied with and the agreement came into effect.

 

According to the Private Transaction Agreement and Other Adjustments, the payments were established as follows:

 

-   R$ 6,610 annually, adjusted for inflation, as of the execution date of this instrument, by the IPCA or any other index that may replace it, by the last business day of October of each fiscal year,  with (i) the first of  such annual payments due up to the last business day of October 2017 and (ii) the last payment due up to the last business day of October 2042; and

 

-   R$ 46,270, in five annual and successive installments, adjusted for inflation by the IPCA or any other index that may replace it, with the first installment of R$ 9,254 due on April 30, 2017 and the subsequent ones in four (4) installments of same amount, adjusted for inflation, due on every April 30 of the subsequent years, or on the first subsequent business day.

 

PAGE: 39 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

By entering into the Agreement, all litigation between the parties will cease permanently and the Company will continue using the reservoirs.

 

In addition to the lawsuits that were part of the Agreement, on April 11, 2016, SABESP was named in the indemnification proceeding commenced by EMAE’s minority shareholders, who claimed compensation for damages suffered by EMAE, based on the amounts that the latter did not earn due to the decrease in the outflow of these reservoirs and in the generation of electricity as a result of the use of water of the Billings and Guarapiranga reservoirs by SABESP, and also requested that SABESP be sentenced to reimburse the loss of profits related to EMAE’s unearned amounts resulting from the fact that water was not pumped from the Pinheiros and Tietê Rivers to the Henry Borden hydroelectric power plant.  In summary, the company claims  that the São Paulo State, in its capacity as controlling shareholder of EMAE, has acted unduly to EMAE’s detriment and in favor of SABESP’s interests by allowing and consenting water intake from the Billings and Guarapiranga reservoirs, in detriment to the output of these reservoirs and generation of electricity by EMAE, without the necessary financial compensation, making impracticable the satisfactory use of the Henry Borden hydroelectric power plant. The lawsuit is in evidentiary stage.

 

On August 7, 2017, another minority shareholder of EMAE filed a lawsuit against SABESP, EMAE and the Brazilian Electricity Regulatory Agency (ANEEL), claiming the annulment of ANEEL’s decision that approved the agreement mentioned and requesting that SABESP be sentenced to pay damages to EMAE. The plaintiff claims that the decision is illegal and harmful and that it threatens the operational feasibility of the Henry Borden hydroelectric power plant and the energy security of State of São Paulo, the Southeast region and Brazil as a whole. The judge dismissed the case without prejudice. The plaintiff filed an appeal and is awaiting a decision from the Court of Justice.

 

The agreement entered into with EMAE will not necessarily settle these lawsuits.

 

As of March 31, 2019, the balance of the agreement totaled R$ 16,054 and R$ 93,714 (R$ 16,055 and R$ 90,518 on December 31, 2018), recorded under Other Liabilities, in current and noncurrent liabilities, respectively.

 

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

 

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

 

(e)         Guarantees

 

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

 

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

 

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully charged. From January to March 2019 and 2018, the expenses related to employees assigned by SABESP to other state government entities amounted to R$ 1,454 and R$ 2,131, respectively.

PAGE: 40 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

From January to March 2019, expenses related to personnel assigned by other entities to the Company totaled R$ 80 and refer to a member of the Board of Executive Officers. No expenses were recorded in the same period in 2018.

 

(g)         Services obtained from state government entities

 

As of March 31, 2019 and December 31, 2018, SABESP had outstanding amounts payable of R$ 680 and R$ 8,694, respectively, for services rendered by São Paulo State Government entities.

 

(h)        Non-operating assets

 

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

 

(i)          Sabesprev

 

The Company sponsors a private defined benefit pension plan, which is operated and administered by Sabesprev. The net actuarial liability recognized as of March 31, 2019 amounted to R$ 364,770 (R$ 363,902 as of December 31, 2018), according to Note 20 (b) (i).

 

(j)          Compensation of Management Key Personnel

 

Expenses related to the compensation to the members of its Board of Directors, Fiscal Council and Board of Executive Officers totaled R$ 1,013 and R$ 923 from January to March 2019 and 2018, respectively. Additional amounts of R$ 170 and R$ 185, related to the bonus program, were recorded from January to March 2019 and 2018, respectively.

 

(k)           Loan agreement through credit facility

 

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

 

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

 

 

SPE

 

Principal

 

Interest

 

Total

 

Interest rate

 

Maturity

Aquapolo Ambiental

 

19,000

 

14,462

 

33,462

 

CDI + 1.2% p.a.

 

(i)

Total

 

19,000

 

14,462

 

33,462

 

 

 

 

 

 

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

 

PAGE: 41 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

As of March 31, 2019, the balance of principal and interest of this agreement was R$ 33,462, recorded in noncurrent assets, under “Other Accounts Receivables” (R$ 32,857 as of December 31, 2018). From January to March 2019, the financial income recognized was R$ 605 (R$ 740 from January to March 2018).

 

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

 

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

 

The State Government enacted the State Law 14,687/12, creating the pro-connection program, destined to financially subsidize the execution of household branches necessary to connect to the sewage collecting networks, in low-income households, which agreed to adhere to the program. The program expenditures, except for indirect costs, construction margin and borrowing costs are financed with 80% of funds deriving from the State Government and the remaining 20% invested by SABESP, which is also liable for the execution of works. Until March 31, 2019, the program total amount was R$ 101,151 (R$ 100,928 as of December 31, 2018); as of March 31, 2019 and December 31, 2018, there was no balance receivable from related parties. As of March 31, 2019, R$ 50,142 (R$ 49,919 as of December 31, 2018) was recorded under intangible assets. R$ 51,009 was reimbursed by GESP (R$ 51,009 as of December 31, 2018) from the beginning of the program until March 31, 2019.

 

 

10              Water National Agency (ANA)

 

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

 

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

 

When resources are made available, liabilities are recorded until funds are released by ANA. After the evidence of targets stipulated in each contract, the revenue deriving from these funds is recognized, but if these targets are not met, funds will return to the National Treasury with the appropriate funds’ earnings. As of March 31, 2019, the balances of assets and liabilities totaled R$ 43,965 (R$ 49,136 as of December 31, 2018), and the liability is recorded in "other liabilities" under noncurrent liabilities .

 

PAGE: 42 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

11               Investments

 

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

 

The Company holds interest valued by the equity accounting.

 

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

 

 

Equity

Capital increase

Dividends distributed

Profit (loss)  for the period

 

March 31,

2019

December 31, 2018

January to March 2019

January to March 2019

January to March 2019

(*)

January to March 2018

 

 

 

 

 

 

 

 

Sesamm

42,899

43,547

-

-

1,419

(2,067)

1,492

Águas de Andradina

25,266

24,832

-

(623)

856

201

659

Águas de Castilho

6,268

6,084

-

(280)

345

119

292

Saneaqua Mairinque

5,407

5,720

-

(11)

(298)

(4)

(93)

Attend Ambiental

25,158

1,426

24,277

-

(128)

(417)

779

Aquapolo Ambiental

34,618

30,170

-

-

4,448

-

3,417

Paulista Geradora de Energia

7,512

7,625

-

-

(113)

-

(8)

 

 

 

 

Investments

Capital increase

Dividends distributed

Equity result

Interest percentage

 

March

31,

2019

December

31,

2018

January to March 2019

January

to March 2019

January to March 2019

(*)

January to March 2018

March

31,

2019

December

31,

2018

     

 

 

 

 

     

Sesamm

15,444

15,677

-

-

511

(744)

537

36%

36%

Águas de Andradina

7,580

7,450

-

(187)

257

60

198

30%

30%

Águas de Castilho

1,880

1,826

-

(84)

102

36

88

30%

30%

Saneaqua Mairinque

1,622

1,716

-

(3)

(89)

(2)

(28)

30%

30%

Attend Ambiental

11,321

642

10,925

-

(57)

(189)

350

45%

45%

Aquapolo Ambiental

16,963

14,783

-

-

2,180

-

1,674

49%

49%

Paulista Geradora de Energia

1,878

1,905

-

-

(27)

-

(2)

25%

25%

Total

56,688

43,999

10,925

(274)

2,877

(839)

2,817

 

 

 

Other investments

365

588

 

 

 

 

 

 

 

 

Total

57,053

44,587

 

 

 

 

 

 

 

 

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

 

PAGE: 43 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Notes to the Interim Financial Information

12               Investment properties

 

 

 

December 31,

2018

Depreciation

March 31,

2019

 

 

 

 

Investment properties

47,620

(12)

47,608

Total

47,620

(12)

47,608

 

 

 

December 31,

2017

Depreciation

March 31,

2018

 

 

 

 

Investment properties

57,652

(12)

57,640

Total

57,652

(12)

57,640

 

 

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

 

PAGE: 44 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

13               Contract asset

 

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

 

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

 

 

December 31, 2018

Additions

Transfer of works

March 31,

 2019

Contract asset arising from:

 

 

 

 

Concession agreements – equity value

910,414

52,786

(107,446)

855,754

Concession agreements – economic value

248,388

30,883

(6,883)

272,388

Program contracts

2,232,931

235,622

(50,796)

2,417,757

Service contracts – São Paulo

4,016,199

341,064

(68,015)

4,289,248

Software license

16

7,036

(4,616)

2,436

Total

7,407,948

667,391

(237,756)

7,837,583

 

 

 

January 1,

 2018

Additions

Contract renewal

Transfer of works

March 31,

2018

Contract asset arising from:

 

 

 

 

 

Concession agreements – equity value

1,399,823

41,120

(8,745)

(13,728)

1,418,470

Concession agreements – economic value

233,362

45,883

-

(72,760)

206,485

Program contracts

2,020,464

95,572

8,745

(52,402)

2,072,379

Service contracts – São Paulo

6,733,533

491,993

-

(94,799)

7,130,727

Software license

533

11,211

-

(11,744)

-

Total

10,387,715

685,779

-

(245,433)

10,828,061

 

 

 

PAGE: 45 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

14               Intangible assets

 

(a)         Statement of financial position details

 

 

March 31, 2019

December 31, 2018

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

Intangible right arising from:

 

 

 

 

 

 

Concession agreements – equity value

5,479,378

(1,411,882)

4,067,496

5,465,206

(1,391,862)

4,073,344

Concession agreements – economic value

1,993,025

(742,761)

1,250,264

1,948,255

(716,246)

1,232,009

Program contracts

12,825,037

(4,068,482)

8,756,555

12,710,937

(3,933,008)

8,777,929

Program contracts – commitments

1,320,106

(251,187)

1,068,919

1,320,106

(240,555)

1,079,551

Services contracts – São Paulo

17,522,851

(4,264,408)

13,258,443

17,474,797

(4,083,345)

13,391,452

Software license of use

753,881

(306,624)

447,257

748,962

(290,787)

458,175

Right of use

100,054

(8,510)

91,544

-

-

-

Total

39,994,332

(11,053,854)

28,940,478

39,668,263

(10,655,803)

29,012,460

 

 

 

(b)         Changes

 

 

December 31, 2018

First-time adoption of IFRS 16

Additions

Transfer to indemnities receivable

Transfer of works

Transfers

Write-offs and disposals

Amortization

March 31, 2019

Intangible right arising from:

 

 

 

 

 

 

 

 

 

Concession agreements – equity value 

4,073,344

-

5

(4,345)

19,487

(875)

(23)

(20,097)

4,067,496

Concession agreements –economic value 

1,232,009

-

-

-

31,050

14,284

(438)

(26,641)

1,250,264

Program contracts

8,777,929

-

209

-

117,040

(737)

(663)

(137,223)

8,756,555

Program contracts – commitments 

1,079,551

-

-

-

-

-

-

(10,632)

1,068,919

Service contracts – São Paulo

13,391,452

-

1,045

-

65,260

(14,721)

(1,986)

(182,607)

13,258,443

Software  license of use

458,175

-

-

-

4,919

-

-

(15,837)

447,257

Right of use

-

64,955

35,099

-

-

-

-

(8,510)

91,544

Total

29,012,460

64,955

36,358

(4,345)

237,756

(2,049)

(3,110)

(401,547)

28,940,478

 

 

 

PAGE: 46 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Notes to the Interim Financial Information

 

 

December 31, 2017

Additions

Contract renewal

Transfers

Transfer of works

Write-offs and disposals

Amortization

March 31, 2018

Intangible right arising from:

 

 

 

 

 

 

 

 

Concession agreements – equity value 

5,741,791

4

(95,976)

(942)

13,728

(853)

(45,125)

5,612,627

Concession agreements – economic value 

1,200,575

-

-

(26,028)

72,760

(5)

(23,387)

1,223,915

Program contracts

5,574,602

137

95,976

11,742

52,402

(759)

(75,488)

5,658,612

Program contracts – commitments 

910,375

-

-

-

-

-

(9,280)

901,095

Service contracts – São Paulo

9,183,482

466

-

16,006

94,799

(2,644)

(147,218)

9,144,891

Software license

467,592

-

-

-

11,744

-

(17,824)

461,512

Total

23,078,417

607

-

778

245,433

(4,261)

(318,322)

23,002,652

 

 

 

(c)         Intangible rights arising from concession agreements

 

During the period ended March 31, 2019, there were no significant changes in the criteria to account for intangible assets and types of contracts.

 

The Company has obligations recorded under “Program Contract – Commitments” in current liabilities in the amount of R$ 260,017 and R$ 230,695 as of March 31, 2019 and December 31, 2018, respectively, and noncurrent liabilities in the amount of R$ 117,471 and R$ 142,314 as of March 31, 2019 and December 31, 2018, respectively.

 

(d)        Capitalization of interest and other finance charges

 

From January to March 2019, the Company capitalized interest and inflation adjustment, including exchange rate changes, in concession intangible assets, totaling R$ 80,014, including the São Lourenço Production System and Leases (R$ 143,041 from January to March 2018) during the construction period .

 

(e)         Construction margin

 

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

 

Accordingly, the Company recognizes revenue from construction services corresponding to construction costs increased by gross margin. Generally, constructions related to the concessions are performed by third parties. In such case, the Company’s margin is lower, normally to cover administration costs and assume the responsibility for primary risks. As of March 31, 2019 and 2018, the margin was 2.3%.

 

The construction margin from January to March 2019 and 2018 was R$ 13,569 and R$ 14,551, respectively.

 

(f)          Expropriations

 

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

 

Expropriation costs are recorded as concession intangible assets after the transaction is concluded. From January to March 2019, expropriations totaled R$ 7,819 (R$ 9,695 from January to March 2018).

 

 

PAGE: 47 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

(g)         Public-Private Partnership (PPP)

 

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

 

Alto Tietê Production System

 

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

 

As of March 31, 2019 and December 31, 2018, the amounts related to this PPP recognized in intangible assets were R$ 356,966 and R$ 359,759, respectively.

 

From January to March 2019, a discount rate of 8.20% p.a. was used to calculate the adjustment to present value of the agreement. The obligations assumed by the Company as of March 31, 2019 and December 31, 2018 are shown in the table below.

 

On a monthly basis, SABESP assigns funds from tariffs arising from the services provided to the SPE CAB Sistema Produtor Alto Tietê S/A, in the amount of R$ 10,361, corresponding to the monthly remuneration. This amount is annually adjusted by the IPC – FIPE and is recorded in a restricted account, pursuant to the contractual operating proceeding. Should SABESP comply with its monthly obligations with the SPE, the funds from the restricted account will be released .

 

The guarantee is effective since the beginning of the operation and will be valid until the conclusion, termination, intervention, annulment or caducity of the Administrative Concession, or other extinction events provided for in the Concession Agreement or in the law applicable to administrative concessions, including in the event of bankruptcy or extinction of the SPE .

 

São Lourenço Production System

 

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

 

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

 

As of March 31, 2019 and December 31, 2018, the carrying amount recorded in the Company’s intangible assets, related to this PPP, totaled R$ 3,240.543 and R$ 3,208,464, respectively. São Lourenço Production System’s main works were concluded on the first quarter of 2019 and this phase is expected to end on the second quarter of 2019, after contractual clauses are met and there are no documents pending .

 

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

 

 

PAGE: 48 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

 

March 31, 2019

December 31, 2018

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total liabilities

 

 

 

 

 

 

 

Alto Tietê

40,042

241,802

281,844

39,283

252,093

291,376

São Lourenço

82,389

3,037,456

3,119,845

98,544

3,023,204

3,121,748

Total

122,431

3,279,258

3,401,689

137,827

3,275,297

3,413,124

 

 

 

(h)        Works in progress

 

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

 

As of March 31, 2019, the amount recorded as contract asset was R$ 7,838 million.

 

(i)          Amortization of intangible assets

 

The amortization average rate was 4.4% and 4.1% as of March 31, 2019 and 2018, respectively .

 

(j)          Software license of use

 

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

 

(k)         Right of use

 

The statement of financial position account Right of Use, created by the Company as of January 1, 2019, reflects the amendment introduced by IFRS 16 / CPC 06 (R2), which requires lessees to record the right-of-use asset and the lease liability, which may not be applied to short-term leases and assets of low-value. For these cases, SABESP maintained the amount of R$ 12,723 in its income statement .

 

Statement of financial position details :

 

 

Nature

March 31,

2019

Vehicles

 

87,502

Properties

 

8,120

Equipment

 

684

Other

 

3,748

Accumulated amortization

 

                      (8,510)

Total

 

91,544

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

 

PAGE: 49 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

15               Property, plant and equipment

 

(a)         Statement of financial position details

 

 

March 31, 2019

December 31, 2018

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

Land

92,962

-

92,962

92,979

-

92,979

Buildings

78,548

(39,307)

39,241

79,086

(38,961)

40,125

Equipment

362,095

(235,905)

126,190

372,872

(256,786)

116,086

Transportation equipment

11,324

(7,928)

3,396

11,333

(7,860)

3,473

Furniture and fixtures

28,374

(13,024)

15,350

27,250

(13,672)

13,578

Other

2,285

(304)

1,981

1,659

(288)

1,371

Total

575,588

(296,468)

279,120

585,179

(317,567)

267,612

 

 

(b)         Changes

 

 

December 31, 2018

Additions

Transfers

Write-offs and disposals

Depreciation

March 31,

 2019

Land

92,979

-

(17)

-

-

92,962

Buildings

40,125

16

(323)

-

(577)

39,241

Equipment

116,086

17,473

882

(27)

(8,224)

126,190

Transportation equipment

3,473

296

(188)

-

(185)

3,396

Furniture and fixtures

13,578

657

1,424

(6)

(303)

15,350

Other

1,371

354

271

-

(15)

1,981

Total

267,612

18,796

2,049

(33)

(9,304)

279,120

 

 

 

December 31, 2017

Additions

Transfers

Write-offs and disposals

Depreciation

March 31,

2018

Land

92,507

-

-

-

-

92,507

Buildings

42,360

-

-

-

(579)

41,781

Equipment

103,803

2,767

(733)

(14)

(8,500)

97,323

Transportation equipment

3,680

-

-

-

(199)

3,481

Furniture and fixtures

11,816

19

(45)

(7)

(274)

11,509

Other

884

-

-

-

(13)

871

Total

255,050

2,786

(778)

(21)

(9,565)

247,472

 

 

(c)         Depreciation

 

The Company annually reviews the depreciation rates of buildings (3.0%); equipment (16.6%); transportation equipment (9.9%) and furniture and fixtures (6.8%). Land is not depreciated .

 

The depreciation average rates were 12.3% and 12.7%, as of March 31, 2019 and 2018, respectively .

 

PAGE: 50 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1


 

16               Borrowings and Financing

 

 Borrowings and financing outstanding balance

March 31, 2019

December 31, 2018

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Local currency

 

 

 

 

 

 

 10 th issue debentures

42,554

34,458

77,012

42,493

40,194

82,687

 12 th issue debentures

45,450

237,904

283,354

45,450

249,249

294,699

 14 th issue debentures

41,528

80,970

122,498

41,270

103,005

144,275

 15 th issue debentures

-

-

-

359,394

-

359,394

 17 th issue debentures

282,475

256,731

539,206

279,100

532,691

811,791

 18 th issue debentures

33,687

161,431

195,118

33,469

165,267

198,736

 20 th issue debentures

-

-

-

248,334

-

248,334

 21 st issue debentures

-

499,610

499,610

-

499,604

499,604

 22 nd issue debentures

-

759,224

759,224

-

756,040

756,040

 Brazilian Federal Savings Bank

76,327

1,271,377

1,347,704

75,223

1,266,592

1,341,815

 Brazilian Development Bank - BNDES BAIXADA SANTISTA

12,705

-

12,705

16,899

-

16,899

 Brazilian Development Bank - BNDES PAC

11,167

36,206

47,373

11,227

39,169

50,396

 Brazilian Development Bank - BNDES PAC II 9751

4,375

17,769

22,144

4,364

18,811

23,175

 Brazilian Development Bank - BNDES PAC II 9752

3,194

22,357

25,551

3,186

23,100

26,286

 Brazilian Development Bank - BNDES ONDA LIMPA

23,689

118,260

141,949

23,632

123,875

147,507

 Brazilian Development Bank - BNDES TIETÊ III

30,663

245,146

275,809

30,589

252,197

282,786

 Brazilian Development Bank - BNDES 2015

31,692

484,027

515,719

31,615

490,729

522,344

 Leases

19,450

550,313

569,763

19,077

549,589

568,666

 Leases (IFRS 16)

43,512

49,855

93,367

-

-

-

 Studies and Projects Funding (FINEP)

1,383

7,837

9,220

1,380

8,163

9,543

 Interest and charges

34,063

-

34,063

98,410

-

98,410

Total in local currency

737,914

4,833,475

5,571,389

1,365,112

5,118,275

6,483,387

             

 

 

PAGE: 51 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

 


Borrowings and financing outstanding balance

March 31, 2019

December 31, 2018

Financial institution

Current

Noncurrent

Total

Current

Noncurrent

Total

Foreign currency

 

 

 

 

 

 

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

40,051

220,279

260,330

39,826

238,954

278,780

 Inter-American Development Bank - BID 2202 – US$ 526,527 thousand (US$544.457 thousand in December 2018)

124,347

1,911,615

2,035,962

124,098

1,969,565

2,093,663

 International Bank of Reconstruction and Development - BIRD – US$ 91,286 thousand
(US$ 91.286 thousand in December 2018)

23,691

331,739

355,430

11,779

341,646

353,425

 Deutsche Bank – US$ 75,000 thousand (US$ 75.000 thousand in December 2018)

291,032

-

291,032

288,479

-

288,479

 Eurobonds – US$ 350,000 thousand (US$ 350.000 thousand in December 2018)

-

1,362,403

1,362,403

-

1,354,532

1,354,532

 JICA 15 – ¥ 12, 100.515 thousand (¥ 12,676,730 thousand in December 2018)

40,577

385,482

426,059

40,646

406,462

447,108

 JICA 18 – ¥ 10,879.680 thousand (¥ 11,397,760 thousand in December 2018)

36,483

346,372

382,855

36,545

365,230

401,775

 JICA 17 – ¥ 2,226,960 thousand (¥ 1,826,957 thousand in December 2018)

11,815

65,792

77,607

11,835

51,786

63,621

 JICA 19 – ¥ 32,504,203 thousand (¥ 31,561,726 thousand in December 2018)

63,745

1,078,643

1,142,388

64,028

1,047,081

1,111,109

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

68,942

156,766

225,708

68,554

155,653

224,207

 Interest and charges

49,597

-

49,597

52,710

-

52,710

Total in foreign currency

750,280

5,859,091

6,609,371

738,500

5,930,909

6,669,409

 

 

 

 

 

 

 

Total borrowings and financing

1,488,194

10,692,566

12,180,760

2,103,612

11,049,184

13,152,796

 

Exchange rate as of March 31, 2019: US$ 3.8967; ¥ 0.03521 (as of December 31, 2018: US$ 3.8748; ¥ 0.03527).

On March 31, 2019, the Company did not have balances of borrowings and financing raised during the year to mature within 12 months.

 

 

 

PAGE: 52 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 
 

Local currency

Guarantees

Maturity

Annual interest rate

Inflation adjustment

 

 

 

 

 

10 th issue debentures

Own funds

2020

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

IPCA (series 2)

12 th issue debentures

Own funds

2025

TR + 9.5%

 

14 th issue debentures

Own funds

2022

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

IPCA (series 2)

15 th issue debentures

Own funds

2019

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

IPCA (series 2)

17 th issue debentures

Own funds

2023

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

IPCA (series 2 and 3)

18 th issue debentures

Own funds

2024

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

IPCA (series 2)

20 th issue debentures

Own funds

2019

CDI + 3.80%

 

21 st issue debentures

Own funds

2022

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

 

22 nd issue debentures

Own funds

2025

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

IPCA (series 3)

Brazilian Federal Savings Bank

Own funds

2019/2039

5% to 9.5%

TR

Brazilian Development Bank - BNDES BAIXADA SANTISTA

Own funds

2019

TJLP + 2.5% 

 

Brazilian Development Bank - BNDES PAC

Own funds

2023

TJLP + 2.15%

 

Brazilian Development Bank - BNDES PAC II 9751

Own funds

2027

TJLP + 1.72%

 

Brazilian Development Bank - BNDES PAC II 9752

Own funds

2027

TJLP + 1.72%

 

Brazilian Development Bank - BNDES ONDA LIMPA

Own funds

2025

TJLP + 1.92% 

 

Brazilian Development Bank - BNDES TIETÊ III

Own funds

2028

TJLP + 1.66%

 

Brazilian Development Bank - BNDES 2015

Own funds

2035

TJLP + 2.5%

 

Leases

 

2035

7.73% to 10.12%

IPC

Leases (IFRS 16)

Own funds

2023

7.02% to 10.47%

 

Studies and Projects Funding (FINEP)

Own funds

2025

TJLP + 1.5% (FINEP)

 

 

 

PAGE: 53 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Foreign currency

Guarantees

Maturity

Annual interest rate

Exchange rate changes

 

 

 

 

 

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

Government

2025

3.31% (*)

US$

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

Government

2035

3.42% (*) 

US$

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

Government

2034

2.85% (*)

US$

Deutsche Bank – US$ 75,000 thousand

2019

4.50%(*)

US$

Eurobonds – US$ 350,000 thousand

2020

6.25%

US$

JICA 15 – ¥ 12,100,515 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 18 – ¥ 10,879,680 thousand

Government

2029

1.8% and 2.5%

Yen

JICA 17 – ¥ 2,226,960 thousand

Government

2035

1.2% and 0.01%

Yen

JICA 19 – ¥ 32,504,203 thousand

Government

2037

1.7% and 0.01%

Yen

BID 1983AB – US$ 58,462 thousand

2023

2.08% to 2.38% (*)

US$

 

(*) Rates comprising LIBOR + contractually defined spread.

 

 

 

 

PAGE: 54 of 84

 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

(i)         Payment schedule – accounting balances as of March 31, 2019

 

 

 

2019

2020

2021

2022

2023

2024

2025 to 2039

TOTAL

LOCAL CURRENCY

 

 

 

 

 

 

 

 

Debentures

117,925

593,632

481,515

560,631

363,834

206,601

151,884

2,476,022

Brazilian Federal Savings Bank

57,078

78,813

82,956

87,424

79,923

78,310

883,200

1,347,704

BNDES

91,289

103,423

102,970

102,970

97,298

91,803

451,497

1,041,250

Leases

13,823

36,481

38,348

40,378

43,175

45,055

352,503

569,763

Leases (IFRS 16)

32,703

41,414

18,885

302

63

-

-

93,367

FINEP

1,037

1,383

1,383

1,383

1,383

1,383

1,268

9,220

Interest and other charges

27,237

6,826

-

-

-

-

-

34,063

TOTAL IN LOCAL CURRENCY

341,092

861,972

726,057

793,088

585,676

423,152

1,840,352

5,571,389

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

BID

82,199

164,397

164,397

164,397

164,397

164,397

1,392,108

2,296,292

BIRD

11,845

23,691

23,691

23,691

23,691

23,691

225,130

355,430

Deutsche Bank

291,032

-

-

-

-

-

-

291,032

Eurobonds

-

1,362,403

-

-

-

-

-

1,362,403

JICA

82,305

144,795

144,795

144,795

144,795

144,795

1,222,629

2,028,909

BID 1983AB

68,942

68,309

29,975

29,975

28,507

-

-

225,708

Interest and other charges

49,597

-

-

-

-

-

-

49,597

TOTAL IN FOREIGN CURRENCY

585,920

1,763,595

362,858

362,858

361,390

332,883

2,839,867

6,609,371

Overall Total

927,012

2,625,567

1,088,915

1,155,946

947,066

756,035

4,680,219

12,180,760

 

 

 

PAGE: 55 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

(ii)         Changes

 

 

 

December 31, 2018

Addition as per IFRS 16

Funding

Borrowing costs

Monetary variation and exchange rate changes

Inflation adjustment / update incorporated interest - Capitalized

Interest paid

Amortization

Accrued interest

Provision for interest and fees - Capitalized

Borrowing costs - expenses

March 31,  

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

3,486,861

-

-

(188)

15,090

-

(116,081)

(936,628)

46,805

4,556

2,186

2,502,601

Brazilian Federal Savings Bank

1,345,684

-

25,900

-

-

-

(26,833)

(20,007)

18,625

8,223

-

1,351,592

BNDES

1,072,605

-

-

-

1,918

638

(20,038)

(30,752)

15,506

4,889

52

1,044,818

Leases

568,666

-

-

-

-

1,729

(9,528)

(4,545)

9,497

3,944

-

569,763

Leases (IFRS 16)*

-

100,054

-

-

-

-

(175)

(7,759)

1,247

-

-

93,367

FINEP

9,571

-

-

-

23

-

(171)

(345)

170

-

-

9,248

TOTAL IN LOCAL CURRENCY

6,483,387

100,054

25,900

(188)

17,031

2,367

(172,826)

(1,000,036)

91,850

21,612

2,238

5,571,389

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

BID

2,399,985

-

-

-

(7,608)

17,464

(40,579)

(86,249)

6,772

14,151

239

2,304,175

BIRD

356,420

-

-

-

1,389

611

(5,014)

-

2,102

387

5

355,900

Deutsche Bank

292,872

-

-

-

1,643

-

(6,119)

-

5,563

548

911

295,418

Eurobonds

1,358,412

-

-

-

7,665

-

-

-

22,829

2,264

206

1,391,376

JICA

2,036,128

-

78,143

(40)

(4,193)

(903)

(16,626)

(67,757)

7,373

503

46

2,032,674

BID 1983AB

225,592

-

-

-

1,280

-

-

-

2,489

244

223

229,828

TOTAL IN FOREIGN CURRENCY

6,669,409

-

78,143

(40)

176

17,172

(68,338)

(154,006)

47,128

18,097

1,630

6,609,371

Overall Total

13,152,796

100,054

104,043

(228)

17,207

19,539

(241,164)

(1,154,042)

138,978

39,709

3,868

12,180,760

 

PAGE: 56 of 84


 
   

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

 

 

 

December 31, 2017

Funding

Borrowing costs

Leases

Monetary variation and exchange rate changes

Inflation adjustment / update incorporated interest - Capitalized

Interest paid

Amortization

Accrued interest

Provision for interest and fees - Capitalized

Borrowing costs - expenses

March 31,

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

3,576,842

750,000

(2,294)

-

18,204

-

(104,183)

(537,322)

51,440

11,043

792

3,764,522

Brazilian Federal Savings Bank

1,236,674

57,531

-

-

-

-

(24,588)

(27,565)

19,709

4,924

-

1,266,685

BNDES

1,042,036

79,000

-

-

1,426

761

(19,936)

(22,138)

6,823

12,662

52

1,100,686

Leases

561,616

-

-

8,695

-

-

-

(4,157)

-

-

-

566,154

Other

10,977

-

-

-

18

-

(204)

(202)

200

3

-

10,792

TOTAL IN LOCAL CURRENCY

6,428,145

886,531

 (2,294)

8,695

19,648

761

(148,911)

(591,384)

78,172

28,632

844

6,708,839

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

BID

1,743,257

32,772

(1,139)

-

(3,490)

11,336

(20,457)

(56,971)

5,723

5,006

204

1,716,241

BIRD

303,278

-

-

-

598

845

(2,634)

-

1,010

240

5

303,342

Deutsche Bank

496,726

-

-

-

2,370

-

(8,449)

-

7,156

1,531

902

500,236

Eurobonds

1,158,642

-

-

-

5,530

-

-

-

17,025

4,375

205

1,185,777

JICA

1,700,448

27,241

(63)

-

105,706

750

(15,609)

(33,343)

8,102

142

43

1,793,417

BID 1983AB

270,470

-

-

-

1,302

-

-

-

2,054

463

335

274,624

TOTAL IN FOREIGN CURRENCY

5,672,821

60,013

(1,202)

-

112,016

12,931

(47,149)

(90,314)

41,070

11,757

1,694

5,773,637

Overall Total

12,100,966

946,544

(3,496)

8,695

131,664

13,692

(196,060)

(681,698)

119,242

40,389

2,538

12,482,476

 

 

 

PAGE: 57 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Notes to the Interim Financial Information


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

 

(a)         Debentures

 

As of January 15, 2019, the Company amortized the first installment of series 2 of the 17 th debenture issue, in the amount of R$ 279,797 .

 

As of February 15, 2019, the Company amortized the second and last installment of series 2 of the 15 th debenture issue, in the amount of R$ 361,593 .

 

As of March 26, 2019, the Company prepaid the 20 th debenture issue, in the amount of R$ 250,000 .

 

(b)         Brazilian Federal Savings Bank (CEF)

 

In 2019, funding and amortizations totaled R$ 25,900 and R$ 20,007, respectively .

 

(c)         Brazilian Development Bank (BNDES)

 

In 2019, amortizations totaled R$ 30,752.

 

(d)        Japan International Cooperation Agency (JICA)

 

In 2019, the Company raised R$ 78,143 from JICA 17 and JICA 19 agreements, while amortizations referring to JICA 15, JICA 18 and JICA 19 agreements totaled R$ 67,757 .

 

(e)         Inter-American Development Bank (BID)

 

In 2019, amortizations referring to BID 1212 and BID 2202 agreements totaled R$ 19,369 and R$ 66,880, respectively .

 

(f)          Exchange rate changes

 

There were no significant changes in the US dollar and Yen exchange rates in the quarter ended March 31, 2019.

 

(ii)        Covenants

 

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

 

PAGE: 58 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Notes to the Interim Financial Information

 

(iii)      Borrowings and financing – Credit Limited

 

 

Agent

 

March 31, 2019

(in millions of R$ (*))

Brazilian Federal Savings Bank

 

1,882

Brazilian Development Bank (BNDES)

 

1,459

Japan International Cooperation Agency (JICA)

 

128

Other

 

38

TOTAL

 

3,507

 

(*) Brazilian Central Bank’s exchange rate as of March 31, 2019 (¥ 1.00 = R$ 0.03521).

 

In order to comply with its capex plan, SABESP relies on a fund-raising plan.

 

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

 

 

17               Taxes and contributions

 

(a)         Current assets

 

 

March 31, 2019

December 31, 2018

Recoverable taxes

 

 

Income tax and social contribution

314,505

361,758

Withholding income tax (IRRF) on financial investments

9,052

6,423

Other federal taxes

12,522

12,522

Total

336,079

380,703

 

 

(b)         Current liabilities

 

 

March 31, 2019

December 31, 2018

Taxes obligations

 

 

Cofins and Pasep

91,405

82,381

INSS (Social Security contribution)

37,780

38,871

IRRF (withholding income tax)

25,552

66,825

Other

13,300

12,486

Total

168,037

200,563

 

 

PAGE: 59 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

18      Deferred tax and contributions

 

(a)   Statement of financial position details

 

 

March 31, 2019

December 31, 2018

Deferred tax assets

 

 

Provisions

305,576

337,833

Pension plan obligations – G1

157,255

157,044

Donations of underlying assets on concession agreements

53,473

54,131

Credit losses

193,105

197,920

Other

182,690

186,887

Total deferred tax assets

892,099

933,815

 

 

 

Deferred tax liabilities

 

 

Temporary difference on concession of intangible asset

(427,496)

(433,842)

Capitalization of borrowing costs

(420,001)

(420,978)

Profit on supply to governmental entities

(207,951)

(206,978)

Actuarial (gain)/loss – G1 Plan

(36,430)

(36,430)

Construction margin

(85,473)

(86,164)

Borrowing costs

(9,414)

(10,665)

Total deferred tax liabilities

(1,186,765)

(1,195,057)

 

 

 

Deferred tax assets/(liabilities), net

(294,666)

(261,242)

 

 

 

PAGE: 60 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

(b)       Changes

 

Deferred tax assets

December 31, 2018

Net

change

March 31,

2019

Provisions

337,833

(32,257)

305,576

Pension obligations– G1

157,044

211

157,255

Donations of underlying asset on concession agreement

54,131

(658)

53,473

Credit losses

197,920

(4,815)

193,105

Other

186,887

(4,197)

182,690

Total

933,815

(41,716)

892,099

 

 

 

 

Deferred tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(433,842)

6,346

(427,496)

Capitalization of borrowing costs

(420,978)

977

(420,001)

Profit on supply to government entities

(206,978)

(973)

(207,951)

Actuarial (gain)/loss – G1

(36,430)

-

(36,430)

Construction margin

(86,164)

691

(85,473)

Borrowing costs

(10,665)

1,251

(9,414)

Total

(1,195,057)

8,292

(1,186,765)

 

 

 

 

Deferred tax asset/(liability), net

(261,242)

(33,424)

(294,666)

 

 

 

 

PAGE: 61 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

Deferred tax assets

December 31, 2017

Net

change

March 31,

2018

Provisions

482,863

(7,015)

475,848

Pension obligations – G1

165,503

(3,090)

162,413

Donations of underlying asset on concession agreements

55,112

(668)

54,444

Credit losses

199,063

7,930

206,993

Other

151,562

23,655

175,217

Total

1,054,103

20,812

1,074,915

 

 

 

 

Deferred tax liabilities

 

 

 

Temporary difference on concession of intangible asset

(460,177)

7,499

(452,678)

Capitalization of borrowing costs

(415,379)

(2,242)

(417,621)

Profit on supply to governmental entities

(76,705)

(9,216)

(85,921)

Actuarial gain/loss – G1

(36,538)

-

(36,538)

Construction margin

(88,947)

692

(88,255)

Borrowing costs

(13,111)

84

(13,027)

Total

(1,090,857)

(3,183)

(1,094,040)

 

 

 

 

Deferred tax liability, net

(36,754)

17,629

(19,125)

 

 

 

PAGE: 62 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

(c)         Reconciliation of the effective tax rate

 

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

 

 

March 31, 2019

 

March 31, 2018

 

 

Profit before income taxes

 

 

991,200

 

 

 

888,672

Statutory rate

34%

 

34%

 

 

Estimated expense at statutory rate

 

 

(337,008)

 

 

 

(302,148)

Permanent differences

 

 

 

Provision Law 4,819/58 – G0 (i)

(11,926)

 

(12,323)

Donations

(986)

 

(657)

Other differences

6,011

 

6,887

 

 

Income tax and social contribution

 

(343,909)

 

 

(308,241)

 

 

Current income tax and social contribution

 

 

(310,485)

 

 

 

(325,870)

Deferred income tax and social contribution

(33,424)

 

17,629

Effective rate

35%

 

35%

 

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

 

PAGE: 63 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

19              Provisions

 

(a)         Lawsuits and proceedings that resulted in provisions

 

(I)   Statement of financial position details

 

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

 

 

 

Provisions

Escrow deposits

March 31,

2019

 

Provisions

Escrow deposits

December 31, 2018

Customer claims (i)

235,219

(13,077)

222,142

 

290,649

(43,841)

246,808

Supplier claims (ii)

26,755

(408)

26,347

 

67,985

(24,380)

43,605

Other civil claims (iii)

87,180

(2,640)

84,540

 

98,302

(13,519)

84,783

Tax claims (iv)

57,999

(3,645)

54,354

 

63,335

(8,091)

55,244

Labor claims (v)

303,748

(8,668)

295,080

 

302,935

(10,932)

292,003

Environmental claims (vi)

187,852

-

187,852

 

170,419

-

170,419

Total

898,753

(28,438)

870,315

 

993,625

(100,763)

892,862

 

 

 

 

 

 

 

 

Current

504,394

-

504,394

 

458,387

-

458,387

Noncurrent

394,359

(28,438)

365,921

 

535,238

(100,763)

434,475

 

 

(II) Changes

 

 

 

December 31, 2018

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

March 31, 2019

Customer claims (i)

290,649

4,061

6,356

(39,259)

(26,588)

235,219

Supplier claims (ii)

67,985

4,710

7,159

(25,970)

(27,129)

26,755

Other civil claims (iii)

98,302

1,372

1,738

(936)

(13,296)

87,180

Tax claims (iv)

63,335

110

622

(4,490)

(1,578)

57,999

Labor claims (v)

302,935

17,173

8,720

(12,582)

(12,498)

303,748

Environmental claims (vi)

170,419

12,293

5,348

-

(208)

187,852

Subtotal

993,625

39,719

29,943

(83,237)

(81,297)

898,753

Escrow deposits

(100,763)

(1,173)

(288)

15,762

58,024

(28,438)

Total

892,862

38,546

29,655

(67,475)

(23,273)

870,315

 

PAGE: 64 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

December 31, 2017

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used (reversal)

March 31,

2018

Customer claims (i)

438,619

1,281

8,159

(19,285)

(13,802)

414,972

Supplier claims (ii)

332,037

20,049

2,345

(26,287)

(1,506)

326,638

Other civil claims (iii)

114,544

2,584

2,826

(3,725)

(7,843)

108,386

Tax claims (iv)

77,100

4,583

1,223

(2,431)

(5,240)

75,235

Labor claims (v)

299,842

17,583

7,740

(5,131)

(13,447)

306,587

Environmental claims (vi)

160,446

10,205

5,027

-

(5,539)

170,139

Subtotal

1,422,588

56,285

27,320

(56,859)

(47,377)

1,401,957

Escrow deposits

(344,384)

(27,680)

(2,823)

3,942

3,108

(367,837)

Total

1,078,204

28,605

24,497

(52,917)

(44,269)

1,034,120

 

 

(b)         Lawsuits deemed as contingent liabilities

 

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

 

 

March 31, 2019

December 31, 2018

Customer claims (i)

211,800

207,600

Supplier claims (ii)

1,491,100

1,459,100

Other civil claims (iii)

732,700

719,300

Tax claims (iv)

1,640,100

1,439,100

Labor claims (v)

620,700

624,200

Environmental claims (vi)

4,502,000

4,343,800

Total

9,198,400

8,793,100

 

 

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

 

(i)              Customer claims

 

Approximately 830 lawsuits (890 as of December 31, 2018) were filed by commercial customers, who claim that their tariffs should correspond to other consumer categories, and 460 lawsuits (490 as of December 31, 2018) in which customers claim a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company, and 40 lawsuits (40 as of December 31, 2018) in which customers plead the reduction in tariff under the category “Social Welfare Entity”.

 

PAGE: 65 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

(ii)            Supplier claims

 

These lawsuits include lawsuits filed by some suppliers alleging underpayment of monetary restatements, withholding of amounts related to the understated inflation rates deriving from Real economic plan, and the economic and financial imbalance of the agreements, and are in progress at different courts.

 

(iii)          Other civil claims

 

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

 

(iv)           Tax claims

 

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

 

(v)             Labor claims

 

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

 

(vi)           Environmental claims

 

These refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental (Cetesb) and the Public Prosecution Office of the São Paulo State, that aim affirmative and negative covenants and penalty is estimated due to failure to comply in addition to the imposition of indemnity due to environmental damages allegedly caused by the Company. The amounts accrued represent the best estimate of the Company at this moment, however, may differ from the amount to be disbursed as indemnity to alleged damages, in view of the current stage of referred proceedings.

 

(d)        Guarantee insurance for escrow deposit

 

The Company contracts guarantee insurance for escrow deposit, which was renewed as of May 25, 2018, in the amount of R$ 500 million. Such insurance will be used to settle legal claims instead of having immediate cash disbursement by the Company, such insurance is used until the conclusion of these proceedings limited to up to five years.

 

From January to March 2019, the Company used R$ 21,811 of the guarantee insurance (no amount was used from January to March 2018). A total of R$ 449,745 is currently outstanding from the current contract .

 

PAGE: 66 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

20             Employees benefits

 

(a)         Health benefit plan

 

The health benefit plan is managed by Sabesprev and consists of optional, free choice, health plans sponsored by contributions of SABESP and the active participants, as follows:

 

.     Company: 7.9% on average, of gross payroll;

 

.     Participating employees: 3.21% of base salary and premiums, equivalent to 2.7% of payroll, on average.

 

The health plans offered to SABESP employees are self-managed by Fundação Sabesp de Seguridade Social (Sabesprev). However, since February 2019, the Company has been evaluating/studying an Adhesion Agreement with Fundação CESP (Funcesp), another self-management entity. This solution maintains the strategy to redesign the medical services rendered to SABESP.

 

Pursuant to the rules of the National Regulatory Agency for Private Health Insurance and Plans (ANS), Sabesprev is required to maintain equity higher than the solvency margin in order to ensure its operation. For this reason, SABESP was required to contribute an additional R$ 53.0 million in the first quarter of 2019, in view of the imbalance caused by the increase in healthcare costs, in order to comply with the parameters required by ANS.

 

(b)         Pension plan benefits

 

Funded plan – G1

 

 

 

 

Pension plan liabilities as of December 31, 2018

 

 

 

363,902

Expenses recognized in 2019

 

 

 

10,019

Payments made in 2019

 

 

 

(9,151)

Pension plan liabilities as of March 31, 2019 (i)

 

 

 

364,770

 

Unfunded plan– G0

 

 

 

 

Pension plan liabilities as of December 31, 2018

 

 

 

2,606,107

Expenses recognized in 2019

 

 

 

56,841

Payments made in 2019

 

 

 

(40,905)

Pension plan liabilities as of March 31, 2019 (iii)

 

 

 

2,622,043

 

Total

 

 

 

 

2,986,813

 

PAGE: 67 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

(i)              G1 Plan

 

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

 

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

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

 

As of March 31, 2019, SABESP had a net actuarial liability of R$ 364,770 (R$ 363,902 as of December 31, 2018) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners, and the fair value of the plan’s assets.

 

(ii)            Private pension plan benefits – Defined contribution

 

As of March 31, 2019, Sabesprev Mais plan, based on defined contribution, had 9,888 active and assisted participants (9,586 as of December 31, 2018).

 

With respect to the Sabesprev Mais plan, the contributions from the sponsor represent 100% over the total basic contribution from the participants. In 2019, expenses related to the obligation of defined contribution, totaling
R$ 3,560, R$ 471 and R$ 939, were allocated to operating costs, selling expenses and administrative expenses.  The amount of R$ 492 was capitalized in assets.

 

The Company has made contributions in the amount of R$ 5,462 from January to March 2019 (R$ 4,989 from January to March 2018).

 

(iii)      G0 Plan

 

Pursuant to State Law 4,819/58, employees who started providing services prior to May 1974 and retired as an employee of the Company acquired a legal right to receive supplemental pension payments, which rights are referred as "G0 Plan". The Company pays these supplemental benefits on behalf of the State Government and makes claims for reimbursements from the State Government, which are recorded as accounts receivable from related parties, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of March 31, 2019, the Company recorded a defined benefit obligation for the G0 Plan of R$ 2,622.043 (R$ 2,606,107 as of December 31, 2018).

 

(c)     Profit sharing

 

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

 

From January to March 2019 and 2018, R$ 22,802 and R$ 24,619, respectively, were accrued under “Salaries and related charges”.

 

PAGE: 68 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

21               Services payable

 

The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also includes the amounts payable related to the transfer of 7.5% of revenue from the São Paulo municipal government to the Municipal Fund (Note 15 (c) (v) (6) of the Annual Financial Statements of December 31, 2018). The balances as of March 31, 2019 and December 31, 2018 were R$ 580,377 and R$ 454,022, respectively.

 

 

22              Knowledge Retention Program

 

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

 

The period to enroll in the Program was from July 2, 2018 to October 31, 2018; however, the final term was postponed to November 30, 2018. Employment terminations will be carried out based on a previously set schedule, during the validity of the Program, i.e. from January 2, 2019 to December 30, 2020 .

 

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

 

Length of service at SABESP

(years)

 

 

% of the Guarantee Fund for Length of Service (FGTS)

more than 15

 

40%

11 - 15

 

30%

6 - 10

 

15%

0 - 5

 

5%

 

 

In the first quarter of 2019, the Company wrote-off R$ 22,766, corresponding to the provision of compensatory payments of employees enrolled in the Program . As of March 31, 2019, the balance totaled R$ 273,705, R$ 28,438 of which recorded under current liabilities and R$ 245,267 under noncurrent liabilities.

 

As of March 31, 2019 and 2018, the total provisioned corresponding to TAC were R$ 144,270 and R$ 267,500, respectively, R$ 139,166 of which recorded under current liabilities (R$ 260,785 in 2018) and R$ 5,104 under noncurrent liabilities (R$ 6,715 in 2018) .

 

PAGE: 69 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

23              Equity

 

(a)         Subscribed and paid-in capital

 

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

 

March 31, 2019

December 31, 2018

 

Number of shares

 

 

%

 

Number of shares

 

 

%

State Department of Finance

343,524,285

 

50.26%

 

343,524,285

 

50.26%

Companhia Brasileira de Liquidação e Custódia

222,124,772

 

32.50%

 

212,612,143

 

31.10%

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

 

115,771,267

 

 

16.93%

 

 

125,278,967

 

 

18.33%

Other

2,089,545

 

0.31%

 

2,094,474

 

0.31%

 

 

 

683,509,869

 

 

 

100.00%

 

 

 

683,509,869

 

 

 

100.00%

 

(*)       each ADR corresponds to 1 share.

 

 

 

 

 

 

 

 

 

24           Earnings per share

Basic and diluted

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

 

 

January to March 2019

January to March 2018

 

 

 

Profit attributable to Company’s owners

647,291

580,431

Weighted average number of common shares issued

683,509,869

683,509,869

 

 

 

Basic and diluted earnings per share (reais per share)

0.94701

0.84919

 

 

 

25              Operating segment information

 

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

 

Result

 

 

January to March 2019

 

Sanitation (i)

Reconciliation to the financial statements (ii)

Balance as per financial

statements

Gross operating revenue

3,536,147

603,527

4,139,674

Gross sales deductions

(261,170)

-

(261,170)

Net operating revenue

3,274,977

603,527

3,878,504

Costs, selling, general and administrative expenses

(2,156,481)

(589,958)

(2,746,439)

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

1,118,496

13,569

1,132,065

Other operating income/(expenses), net

 

 

7,827

Equity accounting

 

 

1,764

Financial result, net

 

 

(150,456)

Income before taxes

 

 

991,200

Depreciation and amortization

(410,863)

-

(410,863)

 

PAGE: 70 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information  

 

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

 

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

 

 

January to March 2018

 

Sanitation (i)

Reconciliation to the financial statements (ii)

Balance as per financial

statements

Gross operating revenue

3,280,846

647,203

3,928,049

Gross sales deductions

(228,381)

-

(228,381)

Net operating revenue

3,052,465

647,203

3,699,668

Costs, selling, general and administrative expenses

(1,998,720)

(632,652)

(2,631,372)

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

1,053,745

14,551

1,068,296

Other operating income/(expenses), net

 

 

11,492

Equity accounting

 

 

2,817

Financial result, net

 

 

(193,933)

Income before taxes

 

 

888,672

Depreciation and amortization

(327,899)

-

(327,899)

 

 

 

PAGE: 71 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

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

 

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

 

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

 

 

January to March 2019

January to March 2018

 

 

 

Gross revenue from construction recognized under

ICPC 1 (R1) (a)

603,527

647,203

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

(589,958)

(632,652)

 

 

 

Construction margin

13,569

14,551

 

 

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

 

PAGE: 72 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

26              Operating revenue

 

(a)       Revenue from sanitation services :

 

 

January to March 2019

January to March 2018

 

 

 

Metropolitan Region of São Paulo

2,468,134

2,280,557

Regional systems

1,068,013

1,000,289

Total

3,536,147

3,280,846

 

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

 

 

 

January to March 2019

January to March 2018

 

 

 

Revenue from sanitation services (i)

3,536,147

3,280,846

Construction revenue

603,527

647,203

Sales tax

(246,521)

(214,910)

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

(14,649)

(13,471)

Net revenue

3,878,504

3,699,668

 

(i)   Includes the amounts of R$ 16,718 and R$ 15,509 from January to March 2019 and 2018, respectively, from the TRCF charged from customers from the municipalities regulated by ARSESP .

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

 

PAGE: 73 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

27              Operating costs and expenses

 

 

January to March 2019

January to March 2018

Operating costs

 

 

     Salaries, payroll charges and benefits

(499,548)

(457,587)

     Pension obligations

(12,231)

(5,408)

     Construction costs (Note 25)

(589,958)

(632,652)

     General supplies

(55,100)

(52,148)

     Treatment supplies

(86,693)

(75,931)

     Outside services

(273,954)

(245,995)

     Electricity

(282,434)

(221,237)

     General expenses

(152,504)

(150,113)

     Depreciation and amortization

(384,681)

(298,166)

 

(2,337,103)

(2,139,237)

 

 

 

Selling expenses

 

 

     Salaries, payroll charges and benefits

(70,022)

(70,754)

     Pension obligations

(1,678)

(795)

     General supplies

(1,720)

(1,431)

     Outside services

(85,977)

(73,893)

     Electricity

(367)

(314)

     General expenses

(27,236)

(23,992)

     Depreciation and amortization

(4,195)

(4,345)

 

(191,195)

(175,524)

 

 

 

Bad debt expenses  (Note 8 (c))

(7,760)

(48,631)

 

 

 

Administrative expenses

 

 

     Salaries, payroll charges and benefits

(60,476)

(58,095)

     Pension obligations

(37,059)

(37,313)

     General supplies

(588)

(1,377)

     Outside services

(62,244)

(57,302)

     Electricity

(193)

(321)

     General expenses

(12,010)

(72,144)

     Depreciation and amortization

(21,987)

(25,388)

     Tax expenses

(15,824)

(16,040)

 

(210,381)

(267,980)

 

 

PAGE: 74 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

Notes to the Interim Financial Information
 
 

 

January to March 2019

January to March 2018

Operating costs and expenses

 

 

     Salaries, payroll charges and benefits

(630,046)

(586,436)

     Pension obligations

(50,968)

(43,516)

     Construction costs (Note 25)

(589,958)

(632,652)

     General supplies

(57,408)

(54,956)

     Treatment supplies

(86,693)

(75,931)

     Outside services

(422,175)

(377,190)

     Electricity

(282,994)

(221,872)

     General expenses

(191,750)

(246,249)

     Depreciation and amortization

(410,863)

(327,899)

     Tax expenses

(15,824)

(16,040)

           Bad debt expenses   (Note 8 (c))

(7,760)

(48,631)

 

(2,746,439)

(2,631,372)

 

 

 

 

PAGE: 75 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

 

 

28          Financial income (expenses)

 

 

 

January to March 2019

January to March 2018

Financial expenses

 

 

Interest and charges on borrowings and financing – local currency

(81,168)

(78,169)

Interest and charges on borrowings and financing – foreign currency

(42,461)

(36,559)

Other financial expenses

(79,635)

(22,903)

Income tax over international remittance

(4,668)

(4,514)

Inflation adjustment on borrowings and financing

(16,692)

(19,649)

Other inflation adjustments

(11,180)

(9,764)

Interest and inflation adjustments on provisions

(16,673)

12,541

Total financial expenses

(252,477)

(159,017)

 

 

 

Financial income

 

 

Inflation adjustment gains

25,810

14,753

Income on short-term investments

38,975

37,578

Interest income

43,162

28,667

Cofins and Pasep

(5,019)

(3,766)

Other

3

1

Total financial income

102,931

77,233

 

 

 

Financial income (expenses), net before exchange rate changes

(149,546)

(81,784)

 

 

 

Net exchange gains (losses)

 

 

Exchange rate changes on borrowings and financing

(175)

(112,015)

Exchange rate changes on assets

(731)

(134)

Other exchange rate changes

(4)

-

Exchange rate changes, net

(910)

(112,149)

 

 

 

Financial income (expenses), net

(150,456)

(193,933)

 

(i)         Decrease of R$ 111.8 million in exchange rate changes from borrowings and financing, due to the 0.2% depreciation of the Yen against the Real in the first quarter of 2019, versus the 6.3% appreciation in the first quarter of 2018.

 

PAGE: 76 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

29              Other operating income (expenses), net

 

 

 

January to March 2019

January to March 2018

 

 

 

Other operating income, net

13,385

17,425

Other operating expenses

(5,558)

(5,933)

 

 

 

Other operating income (expenses), net

7,827

11,492

 

 

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

 

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

 

 

30             Commitments

 

The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. Below, the main committed amounts as of March 31, 2019:

 

 

1 year

1-3 years

3-5 years

More than

5 years

Total

Contractual obligations - Expenses

766,484

1,608,072

286,069

1,107,432

3,768,057

Contractual obligations - Investments

1,710,659

3,137,546

1,255,653

5,860,810

11,964,668

Total

2,477,143

4,745,618

1,541,722

6,968,242

15,732,725

 

 

 

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

 

 

PAGE: 77 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

31              Supplemental cash flow information

 

 

 

January to March 2019

January to March 2018

 

 

 

Total additions of contract assets (Note 13)

667,391

685,779

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

101,313

607

 

 

 

Items not affecting cash (see breakdown below)

(559,152)

(456,410)

 

 

 

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

209,552

229,976

 

 

 

Investments and financing operations affecting intangible assets but not cash:

 

 

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

80,014

143,041

Contractors payable

290,109

210,024

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

75,406

85,576

Leases

100,054

3,218

Construction margin (Note 25)

13,569

14,551

Total

559,152

456,410

 

 

32              Events after the reporting period

 

·           23 rd Debenture Issue

 

On April 8, 2019, the 23 rd issue of simple, unsecured and not convertible debentures, in up to two series, for public distribution, with restricted placement efforts was approved pursuant to CVM Instruction 476, of January 16, 2009, in the total amount of up to one billion and five hundred million reais (R$ 1,500,000,000.00). The Offer is contingent to the issue of, at least, seven hundred and fifty thousand (750,000) Debentures, in the total amount of seven hundred and fifty million reais (R$ 750,000,000.00). The issue and the number of Debentures to be placed in each series, the remuneration of the Debentures and the total amount of the Offer will be defined according to the book building process, in the communicating vessels system.

 

·           Tariff adjustment

 

On April 10, 2019, the São Paulo State Energy and Sanitation Regulatory Agency (ARSESP) published Resolution 859, which authorizes the Company to apply a tariff adjustment index of 4.7242% to its current tariffs, comprised of:

·       IPCA variation in the period, of 4.5754%;

·       Efficiency factor (X Factor), of 0.6920%; and

·       Compensatory adjustment of 0.8408%, as described in Technical Note NT.F-0010-2018.

 

PAGE: 78 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Notes to the Interim Financial Information

 

 

·           Program Contract

 

On April 12, 2019, the Company renewed the Program Contract with the municipality of Espírito Santo do Turvo for 30 years.

 

·           Corporate reorganization

 

The State Privatization Program’s Board, established by State Law 9,361, of July 5, 1996, resolved, on a meeting held on April 24, 2019 and ratified on April 26, 2019, to create a work group with the purpose of evaluating alternatives on SABESP’s corporate reorganization .

 

PAGE: 79 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Comments on the Company’s Projections

 

 

 

Comments on the Company’s projections

 

 

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

 

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

 

PAGE: 80 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Other Information Deemed as Relevant by the Company

 

 

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

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of 3/31/2019

 

Shareholder

Number of Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Controlling Shareholder

 

 

 

 

Treasury Department

343,524,285

50.3%

343,524,285

50.3%

Management

 

 

 

 

Board of Directors

3,000

0.0%

3,000

0.0%

Board of Executive Officers

-

-

-

-

 

 

 

 

 

 

Fiscal Council

 

114

 

0.0%

 

114

 

0.0%

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,527,399

50.3%

343,527,399

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

339,985,584

49.7%

339,985,584

49.7%

PAGE: 81 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Other Information Deemed as Relevant by the Company

 

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of 3/31/2018

 

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

-

-

-

-

Board of Executive Officers

-

-

-

-

 

 

 

 

 

Fiscal Council

4

0%

4

0%

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

343,524,289

50.3%

343,524,289

50.3%

 

 

 

 

 

 

 

 

 

 

Outstanding Shares

339,985,580

49.7%

339,985,580

49.7%

 

 

 

2.        SHAREHOLDING POSITION

 

 

SHAREHOLDING POSITION OF HOLDERS OF MORE THAN 5% OF EACH TYPE AND

CLASS OF COMPANY SHARES, UP TO THE INDIVIDUAL LEVEL

Company:

CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Position as of 3/31/2019

(Number of shares)

 

Common shares

Total

Shareholder

Number of shares

%

Number of shares

%

 

Treasury Department

 

343,524,285

 

50.3

 

343,524,285

 

50.3

 

PAGE: 82 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

Reports and Statements / Unqualified Reports on Special Review

 

Review report on the interim financial statements – ITR

 

To the Board of Directors and Shareholders  

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

São Paulo - SP

 

Introduction

We have reviewed the interim financial information of Companhia de Saneamento Básico do Estado de São Paulo – SABESP (“The Company”), included in the Quarterly Financial Information – ITR referring to the quarter ended March 31, 2019, comprising the Financial position as of March 31, 2019 and the statement of income, comprehensive income, changes in equity and cash flows for the three-months period then ended, including the explanatory notes. 

 

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

 

Scope of Review

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

 

Conclusion on the interim financial information

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

 

 

Other matters - Statement of value added

We have also reviewed the statements of value added (DVA) for the three-month period ended March 31, 2019, prepared under the responsibility of the Company’s management, whose presentation on the interim financial information is required in accordance with the standards issued by the Brazilian Securities and Exchange Commission – CVM applicable to the preparation of Quarterly Financial Information - ITR, and considered as supplementary information by IFRS, which does not require this disclosure. 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 it is not prepared, in all material respects, in accordance with the interim financial information taken as a whole.

 

 

 

São Paulo, May 09, 2019.

 

 

KPMG Auditores Independentes

CRC 2SP014428/O-6

 

 

 

(Original report in Portuguese signed by)                                          

Marcio Serpejante Peppe

Accountant CRC 1SP233011/O-8

 

PAGE: 83 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

 

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

 

 

Executive Officers’ Statement on the Interim Financial Information

STATEMENT

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

They revised, discussed and agreed with the interim financial information for the period ended March 31, 2019.

São Paulo, May 9, 2019.

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

 

Benedito Pinto Ferreira Braga Junior

Chief Executive Officer

Rui de Britto Álvares Affonso

Chief Financial and Investor Relations Officer
Adriano Candido Stringhini

Corporate Management Officer
Edison Airoldi

Technology, Project and Environment Officer
Paulo Massato Yoshimoto

Metropolitan Officer
Ricardo Daruiz Borsari

Regional System Officer

 

PAGE: 84 of 84


 
 

ITR – Quarterly Financial Form – 3/31/2019 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

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

 

 

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

STATEMENT
 

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

They revised, discussed and agreed with the Report of Independent Registered Public Accounting Firm on the interim financial information for the period ended March 31, 2019.

São Paulo, May 9, 2019.

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

 

Benedito Pinto Ferreira Braga Junior

Chief Executive Officer

Rui de Britto Álvares Affonso

Chief Financial and Investor Relations Officer
Adriano Candido Stringhini

Corporate Management
Officer Edison Airoldi

Technology, Project and Environment
Officer Paulo Massato Yoshimoto

Metropolitan Officer
Ricardo Daruiz Borsari

Regional Systems Officer

 

PAGE: 85 of 84

 

SIGNATURE   
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: May 24, 2019
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/   Rui de Britto Álvares Affonso     
 
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

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


Companhia Sanea (NYSE:SBS)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Companhia Sanea Charts.
Companhia Sanea (NYSE:SBS)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Companhia Sanea Charts.