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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For August 30, 2004

(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 Regristrant'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):

 


 

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


 

Companhia de Saneamento Básico
do Estado de São Paulo - SABESP

Interim Financial Statements
for the Quarter and Six-month Period
Ended June 30, 2004 and
Independent Accountants’ Review Report



Deloitte Touche Tohmatsu Auditores Independentes


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

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Shareholders and Management of
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
São Paulo - SP

1.

We have performed a special review of the accompanying interim financial statements of Companhia de Saneamento Básico do Estado de São Paulo - SABESP (the “Company”), consisting of the balance sheet as of June 30, 2004, and the related statement of operations for the quarter and six-month period then ended and the performance report, all expressed in Brazilian reais and prepared in accordance with Brazilian accounting practices under the responsibility of the Company’s management.


2.

We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries of and discussions with persons responsible for the accounting, financial and operating areas as to the criteria adopted in preparing the interim financial statements, and (b) review of the information and subsequent events that had or might have had material effects on the financial position and results of operations of the Company.


3.

Based on our special review, we are not aware of any material modifications that should be made to the financial statements referred to in paragraph 1 for them to be in conformity with Brazilian accounting practices and standards established by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory interim financial statements.


4.

The supplementary information for the quarter and six-month period ended June 30, 2004, consisting of the financial statements in constant purchasing power, and the statement of cash flows are presented for purposes of permitting additional analyses and are not a required part of the basic financial statements. This supplementary information was reviewed by us in accordance with the auditing procedures mentioned in paragraph 2 and, based on our review, we are not aware of any material modifications that should be made for them to be fairly presented, in all material respects, in relation to the financial statements taken as a whole.


5.

We had previously reviewed the balance sheet as of March 31, 2004, presented for comparative purposes, and issued an unqualified opinion thereon, dated May 12, 2004. The statement of operations for the quarter and six-month period ended June 30, 2003, the supplementary information in constant purchasing power, and the statement of cash flows for the six-month period then ended, presented for comparative purposes, were reviewed by other independent accountants, whose special review report thereon, dated August 8, 2003, was unqualified.


6.

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

São Paulo, August 6, 2004

DELOITTE TOUCHE TOHMATSU Marco Antonio Brandão Simurro
Auditores Independentes Engagement Partner

(Convenience Translation into English from the Original Previously Issued in Portuguese)
FEDERAL GOVERNMENT SERVICE  
BRAZILIAN SECURITIES COMMISSION (CVM) Corporate Law
INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2004
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES  


REGISTRATION WITH THE CVM DOES NOT IMPLY ANY ANALYSIS OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION PROVIDED.


01.01 – IDENTIFICATION

1 –CVM CODE
01444-3
2 – COMPANY NAME
CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO
3 –Federal Corporate Taxpayers’ Registration Number (CNPJ)
43.776.517/0001-80
4 – State Registration Number (NIRE)
35300016831


01.02 – HEAD OFFICE

1 – ADDRESS
Rua Costa Carvalho. 300
2 – SUBURB OR DISTRICT
Pinheiros
3 – POSTAL CODE
05429-900
4 – MUNICIPALITY
São Paulo
5 – STATE
SP
6 – AREA CODE
011
7 – TELEPHONE
3388-8000
8 – TELEPHONE
3388-8200
9 – TELEPHONE
3388-8201
10 – TELEX
 
11 – AREA CODE
011
12 – FAX
3813-0254
13 – FAX
-
14 – FAX
-
 
15 – E-MAIL
sabesp@sabesp.com.br


01.03 – INVESTOR RELATIONS OFFICER (Company Mail Address)

1 – NAME
Rui de Britto Álvares Affonso
2 – ADDRESS
Rua Costa Carvalho. 300
3 – SUBURB OR DISTRICT
Pinheiros
4 – POSTAL CODE
05429-900
5 – MUNICIPALITY
São Paulo
6 – STATE
SP
7 – AREA CODE
011
8 – TELEPHONE
3388-8247
9 – TELEPHONE
 
10 – TELEPHONE
 
11 – TELEX
 
12 – AREA CODE
011
13 – FAX
3815-4465
14 – FAX
-
15 – FAX
-
 
16 – E-MAIL
raffonso@sabesp.com.br

01.04 – GENERAL INFORMATION/INDEPENDENT ACCOUNTANT

CURRENT YEAR CURRENT QUARTER PRIOR QUARTER
1 – BEGINNING 2 – END 3 – QUARTER 4 - BEGINNING 5 – END 6 – QUARTER 7 – BEGINNING 8- END
01/01/2004 12/31/2004 2 04/01/2004 06/30/2004 01/01/2004 03/31/2004
9 – INDEPENDENT ACCOUNTANT
Deloitte Touche Tohmatsu Auditores Independentes
10 –CVM CODE
00385-9
11 – PARTNER RESPONSIBLE
Marco Antonio Brandão Simurro
12 – INDIVIDUAL TAXPAYERS’
REGISTRATION NUMBER OF
THE PARTNER RESPONSIBLE
755.400.708-44


01.05 – CAPITAL COMPOSITION

NUMBER OF SHARES
(THOUSAND)
1 – CURRENT QUARTER
06/30/2004
2 – PRIOR QUARTER
03/31/2004
3 – SAME QUARTER IN PRIOR YEAR
06/30/2003
Paid-up Capital
1 –Common 28,479,577  28,479,577  28,479,577 
2 – Preferred
3 – Total 28,479,577  28,479,577  28,479,577 
Treasury Shares
4 – Common
5 – Preferred
6 – Total


01.06 – CHARACTERISTICS OF THE COMPANY

1 – TYPE OF COMPANY
Commercial. Industrial and Other Companies
2 – SITUATION
Operating
3 – NATURE OF OWNERSHIP
State-owned
4 – ACTIVITY CODE
116 – Water. Sanitation and Gas Services
5 – MAIN ACTIVITY
Water treatment and distribution; Sewage collection and treatment
6 – TYPE OF CONSOLIDATION
Not submitted
7 – TYPE OF REPORT OF INDEPENDENT ACCOUNTANT
Unqualified


01.07 – COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS

1 – ITEM 2 – CNPJ 3 – NAME


01.08 –DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER

1- 2 - Event 3 - Approval 4 - Income 6 - Beginning of
the payment
6 - Share type 7 - Income per share
01  RCA 02/26/2004 Interest on capital   ON 0.0013800000
02  RCA 04/24/2003 Interest on capital 06/29/2004 ON 0.0014100000
03  RCA 05/29/2003 Interest on capital 06/29/2004 ON 0.0041500000
04  RCA 11/20/2003 Interest on capital 06/29/2004 ON 0.0054400000
05  RCA 01/08/2004 Interest on capital 06/29/2004 ON 0.0067000000


01.09 – SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT YEAR

1 – ITEM 2 – DATE OF
ALTERATION
3 – CAPITAL
(In thousands of reais)
4 – AMOUNT OF
THE ALTERATION
(In thousands of reais)
5 – NATURE OF
ALTERATION
7 – NUMBER OF SHARES ISSUED
(Thousands)
7 – SHARE PRICE ON ISSUE DATE
(Reais)


01.10 – INVESTORS RELATIONS OFFICER

1 – DATE
08/12/2004

2 – SIGNATURE

02.01 – BALANCE SHEET - ASSETS (In thousands of Brazilian reais)

Code Description 06/30/2004  03/31/2004 
1 Total assets 16,441,524  16,568,612 
1.01 Current assets 987,443  1,162,961 
1.01.01 Cash and cash equivalents 102,905  231,507 
1.01.01.01 Cash, banks and temporary cash investments 101,796  230,067 
1.01.01.02 Other cash equivalents 1,109  1,440 
1.01.02 Receivables 773,407  851,136 
1.01.02.01 Accounts receivable 773,407  851,136 
1.01.03 Inventories 20,347  21,152 
1.01.03.01 Supplies 20,347  21,152 
1.01.04 Other 90,784  59,166 
1.01.04.01 Recoverable taxes 32,515  11,154 
1.01.04.02 Deferred income and social contribution taxes 30,361  29,714 
1.01.04.03 Other receivables 27,908  18,298 
1.02 Long-term assets 1,379,525  1,308,242 
1.02.01 Sundry receivables 1,379,525  1,308,242 
1.02.01.01 Accounts receivable 235,460  195,796 
1.02.01.02 Indemnities receivable 148,794  148,794 
1.02.01.03 Escrow deposits 16,805  17,501 
1.02.01.04 GESP agreement 497,513  497,513 
1.02.01.05 Receivables from shareholders 206,997  185,973 
1.02.01.06 Deferred income and social contribution taxes 246,090  231,282 
1.02.01.07 Other receivables 27,866  31,383 
1.02.02 Receivables from related companies
1.02.02.01 Affiliates
1.02.02.02 Subsidiaries
1.02.02.03 Other related companies
1.02.03 Other
1.03 Permanent assets 14,074,556  14,097,409 
1.03.01 Investments 1,917  740 
1.03.01.01 Affiliates
1.03.01.02 Subsidiaries
1.03.01.03 Other investments 1,917  740 
1.03.01.03.01 Shares of other companies 669  669 
1.03.01.03.02 Tax incentive investments 1,226  49 
1.03.01.03.03 Compulsory deposits – Eletrobrás 22  22 
1.03.02 Property, plant and equipment 14,029,873  14,049,832 
1.03.02.01 Technical assets 12,110,153  12,079,387 
1.03.02.02 Construction in progress 1,919,720  1,970,445 
1.03.03 Deferred charges 42,766  46,837 
1.03.03.01 Organizational and reorganization costs 42,766  46,837 

02.02 – BALANCE SHEET - LIABILITIES AND SHAREHOLDERS’ EQUITY (In thousands of Brazilian reais)

Code Description 06/30/2004  03/31/2004 
2 Total liabilities 16,441,524  16,568,612 
2.01 Current liabilities 1,621,482  1,662,552 
2.01.01 Loans and financing 484,348  475,115 
2.01.02 Debentures 632,055  498,816 
2.01.02.01 3rd issue debentures 366,597  366,597 
2.01.02.02 4th issue debentures 100,001  100,001 
2.01.02.03 5th issue debentures 146,173 
2.01.02.04 Interest on debentures 19,284  32,218 
2.01.03 Suppliers 24,264  26,436 
2.01.04 Taxes payable 68,827  64,140 
2.01.04.01 PAES Program 34,766  33,993 
2.01.04.02 Cofins and Pasep 14,126  12,965 
2.01.04.03 I.N.S.S. 17,966  15,114 
2.01.04.04 Other 1,969  2,068 
2.01.05 Dividends payable
2.01.06 Provisions 21,258  19,353 
2.01.06.01 Finsocial 7,872  7,872 
2.01.06.02 Customer claims 12,184  11,481 
2.01.06.03 Supplier claims 1,202 
2.01.07 Debts with related companies
2.01.08 Other 390,730  578,692 
2.01.08.01 Payroll and related charges 157,301  141,384 
2.01.08.02 Services 50,952  51,522 
2.01.08.03 Interest on capital 93,029  262,274 
2.01.08.04 Deferred income and social contribution taxes 62,971  58,622 
2.01.08.05 Agreements - Municipal authorities 22,505  61,119 
2.01.08.06 Other payables 3,972  3,771 
2.02 Long-term liabilities 7,239,132  7,252,617 
2.02.01 Loans and financing 5,759,703  5,646,189 
2.02.02 Debentures 442,345  608,791 
2.02.02.01 4rth issue debentures 149,999  174,999 
2.02.02.02 5th issue debentures 292,346  433,792 
2.02.03 Provisions 420,850  409,850 
2.02.03.01 Provision for labor indemnities 23,818  24,539 
2.02.03.02 Civil 16,445  20,408 
2.02.03.03 Social security charges 7,001  6,759 
2.02.03.04 Suppliers 178,496  165,162 
2.02.03.05 Customers 179,420  178,283 
2.02.03.06 Other 15,670  14,699 
2.02.04 Debts with related companies
2.02.05 Other 616,234  587,787 
2.02.05.01 Deferred income and social contribution taxes 127,799  117,099 
2.02.05.02 PAES Program 278,132  280,450 
2.02.05.03 Social security charges 183,905  164,649 
2.02.05.04 Other payables 26,398  25,589 
2.03 Deferred income
2.05 Shareholders’ equity 7,580,910  7,653,443 
2.05.01 Capital 3,403,688  3,403,688 
2.05.02 Capital reserves 51,857  51,055 
2.05.02.01 Support for projects 36,077  35,275 
2.05.02.02 Incentive reserves 15,780  15,780 
2.05.03 Revaluation reserves 2,666,336  2,700,714 
2.05.03.01 Own assets 2,666,336  2,700,714 
2.05.03.02 Subsidiaries/affiliates
2.05.04 Profit reserves 1,398,796  1,398,796 
2.05.04.01 Legal 146,340  146,340 
2.05.04.02 Statutory
2.05.04.03 For contingencies
2.05.04.04 Unrealized profits
2.05.04.05 Profit retention
2.05.04.06 Special for unpaid dividends
2.05.04.07 Other profit reserves 1,252,456  1,252,456 
2.05.04.07.01 Investment reserve 1,252,456  1,252,456 
2.05.05 Retained earnings/accumulated deficit 60,233  99,190 

03.01 - STATEMENT OF OPERATIONS (In thousands of Brazilian reais)

Code Description 04/01/2004 to 06/30/2004 01/01/2004 to 06/30/2004 04/01/2003 to 06/30/2003 01/01/2003 to 06/30/2003
3.01 Gross revenue from sales and services 1,078,647  2,217,463  1,013,850  2,053,742 
3.01.01 Water supply – retail 551,635  1,140,461  514,989  1,044,404 
3.01.02 Water supply - bulk 52,648  106,025  61,405  122,948 
3.01.03 Sewage collection and treatment 449,545  924,683  414,511  830,925 
3.01.04 Other services rendered 24,819  46,294  22,945  55,465 
3.02 Gross revenue deductions (39,712) (91,137) (41,406) (87,801)
3.02.01 Cofins (35,056) (73,327) (29,878) (62,968)
3.02.02 Pasep (4,656) (17,810) (11,528) (24,833)
3.03 Net revenue from sales and services 1,038,935  2,126,326  972,444  1,965,941 
3.04 Cost of sales and services (546,541) (1,082,949) (507,570) (980,772)
3.05 Gross profit 492,394  1,043,377  464,874  985,169 
3.06 Operating expenses/income (566,650) (938,659) 1,729  (207,196)
3.06.01 Selling expenses (132,245) (231,251) (106,256) (186,212)
3.06.02 General and administrative expenses (68,637) (138,824) (59,067) (107,489)
3.06.03 Financial (365,768) (568,584) 167,052  86,505 
3.06.03.01 Financial income 27,484  52,875  37,221  77,158 
3.06.03.01.01 Financial income 30,947  55,573  36,008  74,714 
3.06.03.01.02 Cofins/Pasep (3,463) (2,698) 1,213  2,444 
3.06.03.02 Financial expenses (393,252) (621,459) 129,831  9,347 
3.06.03.02.01 Financial expenses (393,252) (621,459) 129,831  9,347 
3.06.04 Other operating income
3.06.05 Other operating expenses
3.06.06 Equity in subsidiaries and affiliates
3.07 Income (loss) from operations (74,256) 104,718  466,603  777,973 
3.08 Nonoperating income (expenses) (11,001) (11,484) (2,287) (32,039)
3.08.01 Revenue 2,109  4,745  1,861  3,097 
3.08.01.01 Revenue 2,494  5,249  1,921  3,206 
3.08.01.02 Cofins / Pasep (385) (504) (60) (109)
3.08.02 Expenses (13,110) (16,229) (4,148) (35,136)
3.08.02.01 Loss on disposal of property, plant and equipment (13,310) (16,276) (4,091) (35,287)
3.08.02.02 Other 200  47  (57) 151 
3.09 Income before taxes/profit sharing (85,257) 93,234  464,316  745,934 
3.10 Provision for income and social contribution taxes 17,843  (38,110) (76,553) (154,879)
3.10.01 Provision for income tax 14,168  (30,306) (60,846) (118,699)
3.10.02 Provision for social contribution tax 3,675  (7,804) (15,707) (36,180)
3.11 Deferred income tax 2,859  4,588  (46,350) (68,988)
3.11.01 Deferred income tax 723  5,612  (30,468) (45,170)
3.11.02 Deferred social contribution tax 2,136  (1,024) (15,882) (23,818)
3.11.03 Reversal of deferred income tax
3.12 Profit sharing/ statutory contributions (8,780) (17,561) (8,782) (17,563)
3.12.01 Profit sharing
3.12.02 Contributions (8,780) (17,561) (8,782) (17,563)
3.12.02.01 Extraordinary item (8,780) (17,561) (8,782) (17,563)
3.13 Reversal of interest on capital
3.15 Net income (loss) (73,335) 42,151  332,631  504,504 
  NUMBER OF SHARES, EX-TREASURY SHARES (THOUSAND) 28,479,577  28,479,577  28,479,577  28,479,577 
  EARNINGS PER SHARE    0.00148  0.01168  0.01771 
  LOSS PER SHARE (0.00258)      

(Convenience Translation into English from the Original Previously Issued in Portuguese)
FEDERAL PUBLIC SERVICE  
BRAZILIAN SECURITIES COMMISSION (CVM) Corporate Law
INTERIM FINANCIAL STATEMENTS (ITR) 06/30/2004
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES  

04.01. Notes to the Interim Financial Statements


1. OPERATIONS

Companhia de Saneamento Básico do Estado de São Paulo (“SABESP” or “the Company”) is engaged in the operation of public water and sewage systems in the State of São Paulo, Brazil, providing water and sewage services to a broad range of residential, commercial, industrial and public-sector customers. The Company also provides water on a bulk basis to certain municipalities in the São Paulo Metropolitan Region that do not have water production systems.

The Company provides water and sewage services in 368 municipalities in the State of São Paulo, nearly all of which are through concessions granted by the municipalities. Most of these concessions have 30-year terms, one of which expires in 2004 and the rest between 2005 and 2034. Each of these concessions is automatically renewable for a period equal to its initial term, unless the municipality or SABESP exercises the right to terminate the concession, through notification by either party at least six months prior to its expiration date.

The Company does not have the formal concession to provide water and sewage services in the City of São Paulo, which accounts for a substantial portion of the sales and services rendered. In Santos, a municipality in the Santos Coastal Area which also has a large population, SABESP operates based on a public authorization, like in some other municipalities in the Santos Coastal Area and the Ribeira Valley, where the Company started operating after the merger of the companies that formed SABESP.

2. PRESENTATION OF FINANCIAL STATEMENTS

The interim financial statements have been prepared in accordance with Brazilian accounting practices and standards of the Brazilian Securities Commission (“CVM”).

3. SIGNIFICANT ACCOUNTING PRACTICES

a) Determination of results of operations

(i) Revenues from sales and services

Revenues are recorded as the services are provided. Unbilled revenue from water supply and sewage collection and treatment services are measured and recorded in accounts receivable, so that costs can be matched against revenues for the period. Said revenues are recorded net of the bonuses related to the Incentive Program for Water Consumption Reduction (Note 18).

(ii) Financial income and expenses

Represented mainly by interest, monetary and exchange variations on loans and financing and investments, calculated and recorded on the accrual basis of accounting.

(iii) Income and social contribution taxes

Recorded on the accrual basis of accounting. The provisions for income tax and deferred income tax on tax losses and temporary differences are calculated at the base rate of 15%, plus a 10% surtax. Provisions for social contribution tax and deferred social contribution tax on tax losses and on temporary differences are calculated at the rate of 9%.

(iv) Other income and expenses

Recognized on the accrual basis.

b) Temporary cash investments

Substantially represented by Financial Investment Fund (FIF) and Bank Deposit Certificates (CDB), stated at invested amounts plus income earned (on a pro rata basis) to the balance sheet date.

c) Allowance for doubtful accounts

Recognized in an amount considered sufficient to cover probable losses on the realization of receivables. The allowance is recorded in the statement of operations under the caption “Selling Expenses”.

d) Inventories

Inventories of materials used in operations and in the maintenance of the water and sewage systems are stated at average cost or realizable value, and are classified in current assets.

Inventories for capital projects are classified under property, plant and equipment and recorded at average cost.

e) Other current and long-term assets

Stated at cost or realizable value plus income earned, when applicable.

f) Permanent assets

Stated at cost, monetarily restated through December 31, 1995, together with the following:

Depreciation of property, plant, and equipment is calculated under the straight-line method at the annual rates indicated in Note 6.

The revaluation of property items, carried out in two stages in 1990 and 1991, was based on an appraisal report issued by independent appraisers and is realized through depreciation, sale, and disposal of the respective assets, with an offsetting credit to “Retained earnings”.

Financial charges on loans, obtained from third parties, for construction in progress are allocated to the costs of the assets.

Amortization of deferred charges is calculated on the straight-line basis over a period of five years from the date benefits start to be generated.

g) Loans and financing

Restated based on monetary and exchange variations, plus the respective charges incurred to the balance sheet date.

h) Accrued vacations

Accrued vacations and the related charges are recognized as incurred.

i) Reserve for contingencies

Recorded to cover losses on labor, tax, civil, and commercial lawsuits, at administrative and judicial levels, which are considered by legal counsel to be probable and estimable as of June 30, 2004.

j) Environmental costs

Costs relating to ongoing environmental programs are expensed as incurred. Ongoing programs are designed and conducted to minimize the environmental impact of the operations and to manage the environmental risks inherent in the activities. Accruals for these costs are recorded when they are considered to be probable and reasonably estimable.

k) Actuarial liability

The Company sponsors a private defined benefit pension plan. CVM Resolution No. 371 of December 13, 2000 requires the recognition of actuarial liabilities in excess of plan assets. As permitted by this regulation, these liabilities are being recognized over a period of five years starting in 2002.

l) Other current and long-term liabilities

Stated at their known or payable amounts, including, when applicable, charges and monetary variations.

m) Interest on capital

This interest has been recorded in accordance with Law No. 9,249/95 for tax deductibility purposes, calculated on a daily pro rata basis based on the Long-term Interest Rate (TJLP), and recorded in conformity with CVM Resolution No. 207/96.

n) Earnings per thousand shares

Calculated based on the number of shares outstanding at the balance sheet date.

o) Use of estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses for the reporting periods. Actual results may differ from those estimates.

4. ACCOUNTS RECEIVABLE

Amounts receivable, except for agreements to refinance past-due accounts receivable, do not include interest, fines or any other charges on past-due bills, summarized as follows:

a) Balance sheet amounts

  June 2004  March 2004 
 

 
Current assets:
Private-sector customers:
General customers (i) 448,333  471,023 
Special customers (ii) 123,201  129,536 
Agreements (iii) 52,165  51,680 
 

  623,699  652,239 
 

 
Government entities:
Municipal - São Paulo 227,263  221,844 
Municipal – other 60,850  70,403 
State 38,409  42,074 
Agreements (iii) 19,090  2,010 
Federal 12,225  10,915 
 

  357,837  347,246 
 

 
Permittees:
Guarulhos 2,242  11,245 
Mauá 1,187  1,246 
Mogi das Cruzes 2,340  2,351 
Santo André 1,435  4,423 
São Caetano do Sul 2,215  2,504 
Diadema 909  949 
 

  10,328  22,718 
 

Unbilled amounts 175,813  189,975 
 

Subtotal 1,167,677  1,212,178 
 

Allowance for doubtful accounts:
Private and government sectors (394,270) (361,042)
 

Total current assets 773,407  851,136 
 

 
Long-term assets:
Agreements (iii) 38,940  27,544 
 

 
Permittees:
Guarulhos 226,696  208,697 
Mauá 63,167  59,068 
Mogi das Cruzes 1,193  1,194 
Santo André 197,675  183,395 
Diadema 54,908  51,871 
 

  543,639  504,225 
 

Subtotal 582,579  531,769 
 

Allowance for doubtful accounts:
Permittees (347,119) (335,973)
 

Total long-term assets 235,460  195,796 
 

Total accounts receivable 1,008,867  1,046,932 
 

Receivables from private-sector customers refer to:

(i) General customers - residential and small and medium-sized businesses.

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

(iii) Agreements - to refinance past-due receivables.

b) Aging summary

  June 2004  March 2004 
 

 
Current 504,066  504,136 
Past due:
Up to 30 days 135,440  145,114 
From 31 to 60 days 66,700  74,660 
From 61 to 90 days 48,834  36,447 
From 91 to 120 days 43,142  35,053 
From 121 to 180 days 70,561  66,542 
From 181 to 360 days 106,020  94,765 
For more than 360 days 775,493  787,230 
 

Subtotal 1,750,256  1,743,947 
 
Allowance for doubtful accounts (741,389) (697,015)
 

Total 1,008,867  1,046,932 
 

 
Current 773,407  851,136 
Long-term 235,460  195,796 

c) Allowance for doubtful accounts

(i) Changes in the allowance during the year were as follows:

  2nd quarter/2004 1st quarter/2004
 

 
Beginning balance 697,015  669,431 
 
Private-sector customers/
government entities 25,821  9,310 
Permittees 18,553  18,274 
 

Additions for the period 44,374  27,584 
 

Ending balance 741,389  697,015 
 

 
Current 394,270  361,042 
Long-term 347,119  335,973 

(ii) In results

The Company recorded probable losses on accounts receivable generated in the second quarter of 2004 in the amount of R$ 66,787 (net of recoveries, of which R$ 22,413 up to R$5 and R$ 44,374 over R$5), directly in income, under “Selling Expenses”, in accordance with Law No. 9,430/96. In the second quarter of 2003, these losses amounted to R$ 41,329.

  2nd quarter/2004 2nd quarter/2003
 

 
Allowances (over R$5) (45,524) (31,589)
Recoveries (over R$5) 1,150  932 
Allowances (under R$5) (32,793) (21,224)
Recoveries (under R$5) 10,380  10,552 
 

Expenses (66,787) (41,329)
 

The Company’s accounting policy for recognizing the allowance for doubtful accounts is summarized below. The amounts determined are considered by management to be sufficient to cover possible losses.

d) Bulk supply - Municipal authorities

Accounts receivable from bulk supply refer to the sale of “treated water” to certain municipalities, which distribute, bill, and charge the final consumers.

Changes for the period 2nd quarter/2004 1st quarter/2004



 
Beginning balance 526,943  506,309 
 
Billings 52,648  53,413 
Collections for the period (25,624) (32,772)
Collections for prior periods (7)
 

Ending balance 553,967  526,943 
 

 
Current 10,328  22,718 
Long-term 543,639  504,225 

e) São Paulo State Government (GESP)

Changes for the period 2nd quarter/2004 1st quarter/2004



 
Beginning balance 42,074 
 
Billings 68,985  65,519 
Collections (28,450) (7,355)
Matching of accounts - amendment compensation (44,200) (16,090)
 

Ending balance 38,409  42,074 
 

5. RELATED-PARTY TRANSACTIONS

  June 2004 March 2004
 

Current assets:
Cash, banks and temporary cash investments with financial institutions controlled by the State Government - Nossa Caixa S.A. 70,641  185,330 
State Government customers (Note 4): 38,409  42,074 
 
Long-term assets:
Accounts receivable - retirement benefits (ii) 206,997  185,973 
GESP Agreement - retirement benefits (i) 320,623  320,623 
GESP Agreement - providing of services, water supply and sewage collection (i) 176,890  176,890 
 
Permanent assets:
Property, plant and equipment - DAEE Agreement (iii) 62,503  64,338 
 
Current liabilities: (i)
Interest on capital through 2003 55,068  98,857 
Interest on capital accrued in 2004 28,120  28,120 

  2nd quarter/2004 2nd quarter/2003
 

Gross revenue from sales and services: (*)
Water sales 38,632  35,309 
Sewage services 30,353  27,743 
Collections (72,650) (28,067)
 
Financial income:
Temporary cash investments - Nossa Caixa S.A. 11,687  18,539 

(*)

Refers to sales transactions to State Government entities carried out under conditions considered by management as usual in the market, except for the form of settlement of receivables, which may be made under the following conditions:


Agreement amendment: (i) June 2004 March 2004
 

 
Bills past due to November 2001 269,672  324,563 
Bills past due from December 2001 to February 2004 196,967  196,967 
Monetary restatement 57,299  60,249 
 

GESP agreement 523,938  581,779 
 

Offset with interest on capital for 2003 (309,143) (360,667)
Offset with interest on capital for 2001 (37,905) (44,222)
 

  (347,048) (404,889)
 

Agreement balance 176,890  176,890 
 

(i) First Amendment to the Agreement for Debt Acknowledgement, Payment Commitment and Other Clauses

The first Amendment, signed on March 22, 2004, consolidates the State’s debt to SABESP, which covers water supply and sewage collection bills due to February 2004, in the amount of R$581,779, monetarily restated based on the Referential Rate (TR) at the end of each year to February 2004. This amount will be audited by the State within 180 days.

SABESP acknowledged a debt to the State for interest on capital related to results for years prior to 2003 in the amount of R$158,065, restated based on the annual change in the Consumer Price Index (IPC/FIPE) to December of each year in which the interest on capital became due, and to February 2004, and of the portion related to results for 2003 in the amount of R$360,667, totaling R$518,732.

The State and SABESP will provide reciprocal offset of their receivables up to the limit of R$360,667, by means of monthly and consecutive installments from June to December 2004. The remaining balance of R$221,111 of the State’s consolidated debt will be paid in 60 equal and consecutive monthly installments, the first of which falling due on May 30, 2004. Part of the interest on capital for the years prior to 2003 will be offset against the first 12 installments, at the nominal amount of R$44,222. The remaining portion of this amount will be subject to monetary restatement based on the monthly Expanded Consumer Price Index (IPCA-IBGE) plus 0.5% per month, starting in March 2004 and until the month when the respective payment is made or offset, and will be used for settling the water supply and sewage collection bills.

The debt in the amount of R$320,623, which refers to the reimbursement for supplementary retirement and pension benefits in the period from March 1986 to November 2001, as established in State Law No. 200/74, is under discussion as set forth in the agreement and will be partially resolved by the transfer of the Alto Tietê Reservoir System, in the amount of R$300,880, as part of the payment.

(ii) Receivables from shareholder

These receivables refer to supplementary pensions and paid leave benefits paid by the Company to former employees of the state-owned companies which were merged to form SABESP. These amounts should be reimbursed by the State Government, which is responsible for fulfilling these obligations, established by State Law No. 200/74. These receivables amount to R$206,997 as of June 30, 2004, and to R$185,973 as of March 31, 2004. They are classified in long-term assets.

(iii) Agreement with the Department of Water and Electric Power (DAEE)

This agreement, signed on April 24, 1997, between DAEE and SABESP has the purpose of establishing joint operations for interconnecting the Tietê River with the Biritiba Reservoir and the interconnection of this Reservoir to the Jundiaí Reservoir, for optimizing the Alto Tietê Basin by adding 5.0 m3/s of water. DAEE grants a concession to SABESP for the use of the water for a 30-year period.

6. PROPERTY, PLANT AND EQUIPMENT

  June 2004 March 2004
 

  Cost  Accumulated depreciation Net  Net 
 



 
In use:
Water systems:
Land 931,518  931,518  930,239 
Buildings 2,604,898  (1,152,684) 1,452,214  1,473,947 
Connections 756,260  (275,250) 481,010  480,930 
Water meters 253,323  (119,545) 133,778  136,280 
Networks 3,073,278  (823,065) 2,250,213  2,255,391 
Equipment 235,090  (128,497) 106,593  108,407 
Other 460,863  (164,810) 296,053  277,310 
 



  8,315,230  (2,663,851) 5,651,379  5,662,504 
 



Sewage systems:
Land 348,223  348,223  348,202 
Buildings 1,361,039  (423,366) 937,673  919,320 
Connections 784,997  (272,785) 512,212  510,510 
Networks 4,347,617  (889,687) 3,457,930  3,404,238 
Equipment 456,707  (273,111) 183,596  181,046 
Other 18,706  (3,353) 15,353  9,574 
 



  7,317,289  (1,862,302) 5,454,987  5,372,890 
 



General use:
Land 102,867  102,867  102,527 
Buildings 117,399  (57,482) 59,917  60,401 
Transportation equipment 130,477  (111,518) 18,959  21,239 
Furniture, fixtures and equipment 246,442  (146,855) 99,587  132,244 
Free lease land 25,312  25,312  25,312 
Free lease assets 9,618  (3,027) 6,591  6,591 
 



  632,115  (318,882) 313,233  348,314 
 



  16,264,634  (4,845,035) 11,419,599  11,383,708 
 



Construction in progress:
Water systems 524,768  524,768  528,386 
Sewage systems 1,374,183  1,374,183  1,420,506 
Other 20,769  20,769  21,553 
 



  1,919,720  1,919,720  1,970,445 
 



Intangible assets 745,510  (54,956) 690,554  695,679 
 



Total 18,929,864  (4,899,991) 14,029,873  14,049,832 
 



a) Depreciation

Depreciation is calculated at the following annual rates: buildings - 4%; interceptors and networks – 2%; machinery and equipment – 10%; water meters - 10%; vehicles – 20%; computer equipments – 20%; connections - 5% and furniture – 10%.

Tangible assets are amortized over the life of the concession agreements of the municipalities assumed.

b) Construction in progress

Estimated disbursement for the period from July 2004 to 2009, related to construction works already contracted, is approximately R$674,500 (unaudited).

c) Disposals of property, plant, and equipment:

In the second quarter of 2004, the Company wrote off property, plant and equipment items in the amount of R$ 13,310 (2003 – R$ 4,094). Of this amount R$ 13,198 (2003 – R$ 4,094) refers to items in use, due to obsolescence, theft and sale, and R$ 112 refers to theft of equipment of construction in progress.

d) Expropriations

As a result of the construction of priority projects related to water and sewage systems, the Company was required to expropriate or establish rights of way in third-party properties, in conformity with the related legislation. The owners of these properties will be compensated either amicably or through the courts. The amount of compensation to be paid starting in the third quarter of 2004, without estimated date for actual disbursement, is estimated at approximately R$278,000 which will be paid with internal funds. The assets to be received as a result of these negotiations will be recorded as property, plant, and equipment after the transaction is completed. In the second quarter of 2004, the amount referring to expropriations was R$668 (2003 - R$1,529).

e) Tax effects on the revaluation of assets

As permitted by CVM Instruction No. 197/93, the Company did not record accruals for the tax effects (deferred taxes) on the revaluation write-up recorded as a result of the revaluations of property, plant, and equipment carried out in 1990 and 1991. Had this effect been accounted for, the unrealized amount as of June 30, 2004 would be R$507,507 (June 2003 - R$545,665). In the period from January to June 2004, the realization of the revaluation reserve amounted to R$57,383 (January to June 2003 - R$79,130).

f) Intangible assets

Starting in 1998, negotiations for new concessions are made on the basis of the economic and financial results of the transaction determined in appraisal reports issued by independent experts.

The amount defined in the respective contract, after the transaction is closed with the municipal authorities, with payment through Company shares or in cash, is recorded in this account and amortized over the concession period.

7. LOANS AND FINANCING

(i) Debit balance of loans and financing

  June 2004 March 2004        
 

       
  Current Long-term Total Current Long-term Total Final maturity Annual interest rate Monetary restatement Collaterals
 









In local currency:
Federal Government/Banco do Brasil 164,630  2,226,908  2,391,538  160,508  2,259,921  2,420,429  2014 8.5 UPR GESP
Debentures 3rd Issue 366,597  366,597  366,597  - 366,597  2004 CDI+2.85% - -
Debentures 4th Issue 100,001  149,999  250,000  100,001  174,999  275,000  2006 CDI+1.2% - -
Debentures 5th Issue 146,173  292,346  438,519  - 433,792  433,792  2007 CDI+2.0% and 12.7% IGP-M -
Caixa Econômica Federal 38,163  471,553  509,716  37,291  478,857  516,148  2007 to 2018 5% to 9.5% UPR Own funds
Brazilian Economic and Social Development Bank - BNDES 145,317  145,317  - 119,253  119,253  2013 3% + TJLP - Own funds
Other 2,315  25,244  27,559  2,299  25,422  27,721  2009/11 12% / CDI UPR -
Interest and charges 41,427  41,427  54,254  - 54,254         
 





  859,306  3,311,367  4,170,673  720,950  3,492,244  4,213,194         
 





In foreign currency:
International Bank for Reconstruction and Development (World Bank): US$13,314,000 13,791  27,581  41,372  12,976  32,439  45,415  2007 4.85 Var.basket of currencies +US$ Federal Gov.
Société Générale: € 2,351,000 3,273  5,650  8,923  2,916  6,924  9,840  2006 4.99 Federal Gov.
Interamerican Development Bank (IDB): US$447,200,000 117,111  1,272,625  1,389,736  110,645  1,210,901  1,321,546  2007/25 3% to 7.7% Var. basket of currencies+US$ Federal Gov.
Eurobonds: US$500,000,000 1,553,750  1,553,750  - 1,454,300  1,454,300  2005/08 10% - 12% US$ -
Deutsche Bank Luxembourg: US$30,000,000 62,150  31,075  93,225  58,172  58,172  116,344  2005 11.125 US$ -
Interest and charges 60,772  60,772  68,272  - 68,272         
 





  257,097  2,890,681  3,147,778  252,981  2,762,736  3,015,717         
 





Total 1,116,403  6,202,048  7,318,451  973,931  6,254,980  7,228,911         
 





Exchange rate on June 30th, 2004:        US$ 3.1075;        € 3.79522  
UPR: Standard Reference Unit TJLP: Long-term interest rate
VARIATION OF BASKET OF CURRENCIES: Amount related to IDB and World Bank €: Euro
CDI: Interbank Deposit rate IGP-M: General Market Price Index

(ii) Settlement of Loans and Financing

Total debts payable through the yearend amount to R$711,676. The main portion refers to debentures of the 3rd and 4th issue in the amount of R$ 416,597, and the amount indexed to the US dollar and the euro is R$ 158,887.

INSTITUTION 2004
Jul-Dec 
2005  2006  2007  2008  2009  2010 and
thereafter 
TOTAL 
IN LOCAL CURRENCY                
Federal Government / Banco do Brasil 80,571  171,756  186,945  203,477  221,471  241,058  1,286,260  2,391,538 
Caixa Econômica Federal 17,707  37,599  40,719  44,100  48,555  49,336  271,700  509,716 
Debentures 416,597  246,174  246,172  146,173  1,055,116 
BNDES 5,295  19,947  20,760  20,760  20,760  57,795  145,317 
Other 1,098  3,142  4,088  4,088  4,088  3,908  7,147  27,559 
Interest and charges 36,816  4,611  41,427 
  552,789  468,577  497,871  418,598  294,874  315,062  1,622,902  4,170,673 
 
IN FOREIGN CURRENCY                
World Bank 6,895  13,791  13,791  6,895  41,372 
Société Génerale 1,589  3,464  3,870  8,923 
IBD 58,556  117,111  128,398  128,399  87,560  87,560  782,152  1,389,736 
Eurobonds 854,563  699,187  1,553,750 
Deutsche Bank Luxembourg 31,075  62,150  93,225 
Interest and charges 60,772  60,772 
  158,887  1,051,079  146,059  135,294  786,747  87,560  782,152  3,147,778 
Total 711,676  1,519,656  643,930  553,892  1,081,621  402,622  2,405,054  7,318,451 

8. INCOME AND SOCIAL CONTRIBUTION TAXES

a) Balance sheet and income statement amounts

  June 2004 March 2004
 

 
In current assets: (i)
Income tax available for offset 26,632  9,046 
Social contribution tax available for offset 5,883  2,108 
 

  32,515  11,154 
 

 
Deferred income tax 3,346  2,871 
Deferred social contribution tax 27,015  26,843 
 

  30,361  29,714 
 

 
In long-term assets: (ii)
Deferred income tax 152,714  143,205 
Deferred social contribution tax 93,376  88,077 
 

  246,090  231,282 
 

 
In current liabilities:
Deferred PASEP (tax on revenue) 20,624  19,851 
Deferred COFINS (tax on revenue) 42,347  38,771 
 

 
  62,971  58,622 
 

 
In long-term liabilities: (iii)
Deferred income tax 71,345  65,408 
Deferred social contribution tax 21,175  19,038 
Deferred PASEP 11,745  11,277 
Deferred COFINS 23,534  21,376 
 

  127,799  117,099 
 

b) Deferred Taxes

(i) In current assets

Mainly calculated on temporary differences totaling R$13,386 (March 2004 - R$11,481). As of June 30, 2004, social contribution tax loss carryforwards is R$286,776 (March 2004 - R$286,776).

(ii) In long-term assets

Mainly calculated on temporary differences totaling R$610,858 (March 2004 - R$572,820) related to income tax, and R$626,121 (March 2004 - R$584,742) related to social contribution tax.

The Company is claiming in court the right to fully offset the tax loss carryforwards without the 30% annual limitation imposed by Law No. 8,981/95; however, the portion offset in the period was within the limitation established in this law. As of June 30, 2004, social contribution tax loss carryforwards is R$411,389 (March 2004 - R$393,884).

In compliance with CVM Resolution No. 273/98 and CVM Instruction No. 371/02, the realization of credits arising from tax loss carryforwards and temporary differences is based on budget projections.

(iii) In long-term liabilities

Mainly calculated on temporary differences totaling R$285,382 (March 2004 - R$261,633) related to income tax and R$235,276 (March 2004 - R$211,527) related to social contribution tax.

c) Reconciliation of the effective tax rate

The amount recorded as income and social contribution tax expense in the financial statements is reconciled to the statutory rates, as shown below:

  2nd quarter/2004 2nd quarter/2003
 

 
Income (loss) before taxes (85,257) 464,316 
 

Cost at 34% statutory rate 28,987  (157,867)
Reconciliation:
Additions:
Nondeductible realization of the revaluation reserve (11,688) (8,906)
Exclusions:
Interest on capital 40,185 
Other differences 3,403  3,685 
 

Income and social contribution taxes in the statement of operations 20,702  (122,903)
 

The effective tax rate for the quarter was affected by contingent liabilities (customers, suppliers, civil, labor and environmental), actuarial liability and realization of the revaluation reserve.

9. PAES - Special Installment Payment Plan

The Company applied for enrollment in PAES on July 15, 2003, in accordance with Law No. 10,684 of May 30, 2003, and included in its application the debts related to COFINS and PASEP which were involved in a legal action challenging application of Law No. 9718/98, and the outstanding balance under the Tax Recovery Program (REFIS), amounting to R$316,953. The debt, which is pending confirmation by the Federal Revenue Authorities, plus interest based on the TJLP, will be paid in 120 months.

After enrolling in the PAES program, from July to June 2004, the Company paid R$33,284 and accrued R$29,229 for charges.

The assets pledged as guarantee under the REFIS program, in the amount of R$249,034, remain as guarantee under the PAES program.

10. PROVISIONS AND CONTINGENCIES

(a) Provisions in current liabilities

The Company has accrued in current liabilities, under the heading “Provisions”, the amount of R$21,258 (March 2004 – R$19,353) related to ongoing lawsuits in the execution phase.

(i) Customers – refers to lawsuits filed by customers for tariff parity.

(ii) Finsocial – In July 1991, an Ordinary Declaratory Action and for Annulment was filed, through lawsuit No. 91.0663460-5, requesting that the Finsocial (tax on revenues) debts be declared null, and that the requirement for SABESP to pay Finsocial be revoked.

Escrow deposits were made at the rate of 2%, for the period from April 1991 to April 1992, and on August 30, 1994, the withdrawal of 75% of these deposits was authorized. The remaining 25% of this amount, corresponding to the rate of 0.5%, was maintained as an escrow deposit, and also accrued.

With the recognition by the Federal Supreme Court (STF) of the constitutionality of Finsocial on the gross revenue of companies that solely provide services, which in the understanding of the legal counsel has an effect on the discussion of merit by SABESP, the Company settled, on July 26, 2002, the amount of R$ 57,016, corresponding to 1.5% of the total amount due, requesting conversion to the Federal Revenue Service of the total amount in escrow deposit, closing the legal claim related to lawsuit No. 91.0663460-5.

b) Provisions in long-term liabilities

The Company, based on an analysis with its lawyers, recorded a reserve for contingencies in the amount of R$420,850 (March 2004 - R$409,850), considered sufficient to cover probable losses in legal actions.

(i) Labor claims - the Company is a defendant in various labor claims, and a significant portion of the involved amounts is under provisional or definitive execution. This amount is thus classified as a probable loss, and a reserve has been duly recorded. The reserve refers mainly to claims concerning overtime payment and health hazard premium, which are currently at various court levels.

(ii) Suppliers - refer to lawsuits filed by service providers arising from construction contracts, which have already been judged by lower courts and await decision on the appeals filed by SABESP.

(iii) Customers - these amounts refer to various lawsuits filed by customers seeking tariff parity, currently in trial or appellate courts, where decisions have been both favorable and unfavorable to the Company.

c) Lawsuits

The Company is a party to judicial and administrative lawsuits related to environmental, tax, civil and labor issues, whose chances of success/loss are considered by legal counsel as possible, and are not being recorded in the Company’s accounting books. The amount involved in these lawsuits is approximately R$736,500 as of June 30, 2004 (March 2004 - R$572,800).

11. EMPLOYEE ASSISTANCE AND PENSION PLANS

The Company sponsors Fundação Sabesp de Seguridade Social - SABESPREV, established in August 1990 with the primary purpose of managing SABESP employees’ supplementary pension plans and assistance plan.

Monthly contributions to the defined-benefit plan are as follows: 2.10% refer to Company’s contributions, and 2.10% refer to participating employees’ contributions.

The participating employees’ contributions mentioned above is an average, since the discount amount varies according to the salary range, from 1% to 8.5%.

The assistance plan provides optional, freely-chosen health plans maintained by contributions from the Company and participants, which were as follows in the period:

12. EMPLOYEES’ BENEFITS

In order to comply with CVM Resolution No. 371 of December 13, 2000, the amounts of the pension plan benefits granted or to be granted, to which employees are entitled after retirement, are presented below.

As of December 31, 2003, based on the report of the independent actuary, SABESP had a net actuarial liability of R$305,184 representing the difference between the present value of the Company’s obligations to the participating employees, retired employees, and pensioners, and the value of the related assets

The Company opted to record the liability over a five-year period starting in 2002. The actuarial liability as of June 30, 2004, in the amount of R$183,905 (March 2004 - R$164,649), is recorded in long-term liabilities.

For 2004, estimated expenses total R$86,934. Expenses were recognized for the period from January to June 2004, as follows:

  2nd quarter/2004 1st half/2004 2nd quarter/2003 1st half/2003
 



Repass to Sabesprev 3,158  6,449  3,003  5,843 
Recorded actuarial liability 19,256  38,365  19,263  38,562 
 



Total recorded 22,414  44,814  22,266  44,405 

The amount related to cost of past service is recorded as an “Extraordinary item” net of taxes.

13. PROFIT SHARING

As a result of negotiations held by the Company with entities representing the employees, a Profit Sharing Program was implemented for the period from July 2003 to June 2004, with the payment of an amount corresponding to up to one month’s payroll, depending on achievement of targets.

In December 2003, the Company paid an advance of R$20,382, equivalent to 50% of one month’s payroll. In the quarter, the Company accrued the amount of R$11,850, totaling R$22,042 for the half, recorded in current liabilities, with additional payment scheduled for the end of August 2004.

14. FINANCIAL INSTRUMENTS

(a) Market value of financial instruments

The Company’s management calculates the market value of these financial instruments on an annual basis.

(b) Credit risk concentration

A substantial part of sales is dispersed among a large number of customers. In the case of these customers, the credit risk is minimum due to the large portfolio and control procedures, which monitor this risk.

Doubtful receivables are properly covered by a provision for loss on their realization.

(c) Foreign currency

Foreign currency operations comprise financing for specific works related to improvement and expansion of the water supply and sewage systems.

15. OPERATING COSTS AND EXPENSES

  2nd quarter 2004 1st half 2004 2nd quarter 2003 1st half 2003
 



1. Cost of sales and services:
Payroll and related charges 204,580  398,459  202,885  370,852 
General supplies 18,773  36,718  17,818  34,988 
Treatment supplies 22,598  49,953  20,759  47,627 
Outside services 59,626  113,889  47,890  95,769 
Electric power 90,319  186,704  77,466  152,276 
General expenses 7,801  15,427  8,900  17,393 
Depreciation and amortization 142,844  281,799  131,852  261,867 
 



  546,541  1,082,949  507,570  980,772 
2. Selling expenses:
Payroll and related charges 35,955  68,601  33,791  59,343 
General supplies 1,269  2,813  1,194  2,412 
Outside services 15,786  29,821  20,174  41,452 
Electric power 197  397  178  387 
General expenses 11,610  22,041  8,937  15,845 
Depreciation and amortization 641  1,261  653  1,225 
Write-off of receivables 66,787  106,317  41,329  65,548 
 



  132,245  231,251  106,256  186,212 
3. General and administrative expenses:
Payroll and related charges 29,386  56,171  27,544  49,277 
General supplies 798  1,559  887  1,772 
Outside services 23,223  43,877  10,416  20,162 
Electric power 204  406  184  383 
General expenses 4,030  15,132  8,693  15,076 
Depreciation and amortization 5,757  9,685  3,284  6,313 
Tax expenses 5,239  11,994  8,059  14,506 
 



  68,637  138,824  59,067  107,489 
4. Costs, selling and general and administrative expenses (1+2+3):
Payroll and related charges 269,921  523,231  264,220  479,472 
General supplies 20,840  41,090  19,899  39,172 
Treatment supplies 22,598  49,953  20,759  47,627 
Outside services 98,635  187,587  78,480  157,383 
Electric power 90,720  187,507  77,828  153,046 
General expenses 23,441  52,600  26,530  48,314 
Depreciation and amortization 149,242  292,745  135,789  269,405 
Tax expenses 5,239  11,994  8,059  14,506 
Write-off of receivables 66,787  106,317  41,329  65,548 
 



  747,423  1,453,024  672,893  1,274,473 

5. Financial expenses:        
Interest, fines and late payment charges on loans and financing - in local currency 108,209  219,269  134,909  268,216 
Interest, fines and late payment charges on loans and financing - in foreign currency 61,193  117,935  58,297  123,983 
Interest on capital 39,302  118,190  158,347 
Interest on capital (reversal) (39,302) (118,190) (158,347)
Other expenses on loans 82  164  85  5,648 
Income tax on remittances abroad 6,860  12,881  2,488  15,228 
Other financial expenses 12,135  20,181  31,879  43,261 
Monetary variations on loans and financing 16,838  30,304  38,311  83,139 
Exchange variations on loans and financing 174,719  192,353  (464,818) (626,999)
Other monetary and exchange variations 1,669  3,018  6,436  8,207 
Provisions 11,547  25,354  62,582  69,970 




  393,252  621,459  (129,831) (9,347)




6. Financial income:
Monetary variations 19,380  31,119  7,612  19,531 
Income from temporary cash investments 4,849  11,687  20,084  38,173 
Interest 6,717  12,766  8,312  17,010 
Other




Total financial income 30,947  55,573  36,008  74,714 
COFINS and PASEP (taxes on financial income) (2,771) (4,725) (1,647) (3,447)
COFINS and PASEP Credit (692) 2,027  2,860  5,891 




  (3,463) (2,698) 1,213  2,444 




Total financial income, net 27,484  52,875  37,221  77,158 




Financial expenses (income), net 365,768  568,584  (167,052) (86,505)




16. INDEMNITIES RECEIVABLE

The Municipalities of Diadema and Mauá terminated the concessions for water supply and sewage collection at the beginning of 1995.

In December 1996, the Company filed claims to seek compensation for investments made during the terms of the concession agreements.

Although the Company has not yet been compensated for these investments, water is still supplied on a bulk basis to these municipalities, which currently operate their own water distribution and sewage collection systems.

The net book value of property, plant, and equipment relating to the Municipality of Diadema, written off in December 1996, amounted to R$75,231, and the claim balance and other receivables from the municipality amounting to R$62,876 are recorded under long-term receivables as “Indemnities receivable”.

The net book value of property, plant and equipment relating to the Municipality of Mauá, written off in 1999, amounted to R$103,763, and the claim balance of R$85,918 is recorded under long-term receivables as “Indemnities receivable”.

Both claims are pending court decisions, although the legal counsel conducting the litigation expects a favorable outcome for the Company.

Regarding the Municipality of Mauá, the expert report was presented, as well as the clarifications prepared by the parties’ technical staff. After the conclusion of the evidence phase, considering that the parties did not request a new presentation of proof, the period for presentation of briefs was begun.

Accordingly, SABESP presented its closing arguments. The records were submitted for conclusion on May 13, 2004 for the Municipality of Mauá to present its closing arguments. Subsequently, the records will be submitted for conclusion for sentencing.

Regarding the Municipality of Diadema, for the declaratory action for nonpayment of trade bills, attachment and joint judgment with the public civil action was determined. The performance of an accounting examination was also determined, and the parties presented the queries to the court-appointed expert.

SABESP filed an appeal against the decision determining the joint judgment of the claims, and is presently awaiting judgment of this appeal. Accordingly, the Company is awaiting the attachment of said records and the preparation of the expert report.

17. SHAREHOLDERS’ EQUITY

a) Authorized capital

The Company is authorized to increase its capital up to a maximum of R$4,100,000, corresponding to 40,000,000,000 registered common shares without par value.

b) Subscribed and paid-up capital

Subscribed and paid-up capital is represented by 28,479,577,827 registered common shares without par value, held as follows:

June 2004 March 2004


Shareholders Number of shares % Number of shares %





 
São Paulo State Finance Department 20,376,674,058  71.55  20,376,674,058  71.55 
Shares held in custody by Stock Exchanges 8,073,289,501  28.33  8,073,374,511  28.33 
Other 29,614,268  0.12  29,529,258  0.12 




  28,479,577,827  100.00  28,479,577,827  100.00 




c) Remuneration of shareholders

Shareholders are entitled to a mandatory minimum dividend distribution of 25% of adjusted net income, calculated in conformity with Brazilian corporate law.

Interest declared in 2004 will be paid up to 60 days after the Annual Shareholders’ Meeting that approves the balance sheet.

d) Capital reserve

Comprises tax incentives and donations from government entities.

e) Revaluation reserve

As permitted by CVM Instruction No. 197/93, the Company opted not to recognize income and social contribution taxes on the revaluation reserve for property, plant and equipment items recorded up to 1991.

The revaluation reserve is transferred to retained earnings in proportion to the depreciation and disposal of the respective assets.

f) Changes in retained earnings



  2nd quarter/2004 1st quarter/2004


Beginning balance 99,190 
Realization of revaluation reserve 34,378  23,006 
Net income (loss) (73,335) 115,486 
Legal reserve
Interest on capital (39,302)
Investment reserve


Ending balance 60,233  99,190 


18. INCENTIVE PROGRAM FOR WATER CONSUMPTION REDUCTION

SABESP has implemented the Incentive Program for Water Consumption Reduction, the purpose of which is to encourage the population of the São Paulo Metropolitan Area to reduce water use, in order to help face the water shortage caused by the low rainfall levels and the resulting low water levels in the reservoirs that supply the region.

The program will encompass the municipalities of the Metropolitan Region supplied by the metropolitan aqueduct system and will be effective for six months starting March 15, 2004, consisting of the awarding of a 20% discount on water and sewage tariffs for users who reduce their water consumption by at least 20% in relation to the same period last year.

The results for the period from March 15 to June 30, 2004 are as follows:

19. NEW FUNDING

(i) Sanitation Program

Severance Pay Fund (FGTS) – 2004

SABESP has filed with the Ministry of Cities, through Caixa Econômica Federal - financial agent of the FGTS, a request to obtain financing for 40 new projects in the amount of R$714,227 (total investment of R$793,585), under the Water and Institutional Development formats. Of this total, four projects were approved to be contracted, a total of R$171,983 in investments and R$154,785 in financing. The consultation letters referring to the remaining 36 projects are with the Ministry of Cities (FGTS fund management body), with the possibility of being selected and contracted by the end of the year. The tightening of public sector credit is regulated by National Monetary Council Resolution No. 3,201/04, of May 27, 2004.

(ii) BNDES

SABESP is concluding all the procedures for the signing, in the second half of 2004, of a R$298,249 new financing, of which R$133,669 is for payment of the federal government’s contribution to the Environmental Recovery Program of the Santos Metropolitan Region, which will be financed by the Japan Bank for International Cooperation (“JBIC”) for sewage projects, and R$164,580 to finance water projects contractually agreed upon by the JBIC for the Santos Metropolitan Region.

The payment conditions for water will be: 10-year term, including a 3-year grace period. Interest of 4.5% p.a. (2% p.a. plus an additional 1% p.a. basic interest for large companies + 1.5% p.a. of credit risk rate) + TJLP (Long-Term Interest Rate) of up to 6% p.a., and the excess amount is added to the debit balance.

For sewage the payment conditions will be: 10-year term, including a 3-year grace period. Interest of 4.0% p.a. (2% p.a. as basic remuneration, plus an additional 1% p.a. basic interest for large companies + 1.5% p.a. of credit risk rate, less the priority-sector discount of 0.5% p.a.) + TJLP of up to 6% p.a., and the excess amount is added to the debit balance.

20. SUBSEQUENT EVENTS

On August 6, 2004, SABESP signed a Financing Agreement with the JBIC (Japan Bank For International Cooperation), with a guarantee from the Federal Government, in the amount of ¥ 21,320 million, equivalent to approximately R$588,000, for the Environmental Recovery Program of the Santos Metropolitan Region, a project involving ¥ 39,221 million, equivalent to approximately R$1,081,000, with SABESP contributing ¥ 17,901 million, equivalent to approximately R$493,000. The total financing term is 25 years, with an 18-year amortization period and a 7-year grace period. Interest is payable semiannually, at the rates of 2.5% p.a. for the sewage network and 1.8% p.a. for sewage treatment facilities.

On June 17, 2004, the Board of Directors approved: (I) the request for filing of the Company’s Securities Distribution Program, in accordance with CVM Instruction No. 400, in the amount of R$ 1,500,000; with a two-year term; (ii) the issuance of promissory notes, not included in the Distribution Program, in the amount of R$200,000, of which R$ 130,000 was distributed on July 16, 2004, as bridge operation; and (iii) the 6th issuance of simple debentures, without guarantee, and non-convertible, in the amount of R$600,000, in the context of the Distribution Program.

The conditions for renewal of the grant for use of the water of the Piracicaba Basin by the Cantareira System, responsible for supplying approximately 48% of the population of the São Paulo Metropolitan Region, were established by DAEE Administrative Rule No. 1213, of August 6, 2004, for a period of 10 years, in general, establishing that:

- SABESP will be guaranteed the withdrawal of 31.0 m3/s during 83% of the time;
- during the remaining time, the flow may vary from 31.0 m3/s to 24.8 m3/s (considered the minimum). We point out that the probability that this minimum flow will occur is small, having occurred once in 74 years.

05.01. Comment on the Company’s Performance in the Quarter

1. SABESP had a 6.8% increase in net revenue while EBITDA remained unchanged.

  (R$ million)

Main indicators 2Q03 2Q04 Variation

Net operating revenue 972.4  1,038.9  6.8%
Operating revenue before financial expenses 299.5  291.5  (2.7%)
EBITDA (*) 435.3  440.8  1.3%
EBITDA margin 44.8% 42.4%
Net income (loss) 332.6  (73.3)

(*) Earnings before interest, taxes, depreciation and amortization.

Sabesp had a net revenue of R$1,038.9 million, and EBITDA of R$440.8 million in 2Q04. Besides the increse in net revenue, the 6.8% devaluation of the real against the US dollar had a negative impact on the period. The final result was a loss of R$ 73.3 million.

2. Gross operating revenue – 6.4% growth

Gross operating revenue increased by R$64.8 million, or 6.4%. This quarter reflects the results of the Incentive Program for Water Consumption Reduction begun in March of this year in the Sao Paulo Metropolitan Region, which is responsible for almost 70% of the Company’s revenue. In the second quarter, discounts granted totaled R$34.9 million, or 4.7% of the water and sewage billed in the Sao Paulo Metropolitan Region.

In addition to the discount’s direct impact on revenue, a considerable number of customers (almost 20% of connections) nearly reached the water consumption reduction target for the discount. This caused a reduction in the average tariff, resulting in a modest increase in revenue in the period.

Billed volumes of retail water and sewage decreased 1.2% with the inclusion of São Bernardo do Campo in the Company’s retail volume. Not considering this municipality, there was a 3.9% decrease in billed volume of retail water and sewage in the São Paulo Metropolitan Region, and 2.2% in the Company’s total volume.

The tables below show the volume of retail water and sewage billed according to the user category and region, in the second quarters of 2003 and 2004 (unaudited):

VOLUME OF RETAIL WATER AND SEWAGE BILLED - millions of m3
User Category Water Var. % Sewage Var. % Water+Sewage Var. %
2Q03 2Q04 2Q03 2Q04 2Q03 2Q04
Residential 296.2  298.4  0.7  226.8  231.6  2.1  523.0  530.0  1.3 
Commercial 35.5  35.2  (0.9) 31.2  31.7  1.6  66.7  66.9  0.3 
Industrial 7.6  7.8  2.6  7.2  7.8  8.3  14.8  15.6  5.4 
Public 11.9  11.6  (2.5) 9.3  9.1  (2.2) 21.2  20.7  (2.4)
Total 351.2  353.0  0.5  274.5  280.2  2.1  625.7  633.2  1.2 

VOLUME OF RETAIL WATER AND SEWAGE BILLED - millions of m3
Region Water Var. % Sewage Var. % Water+Sewage Var. %
2Q03 2Q04 2Q03 2Q04 2Q03 2Q04
SP Metropolitan region 233.8 234.7 0.4 185.6 189.7 2.2 419.4 424.4 1.2
Regional (*) 117.4 118.3 0.8 88.9 90.5 1.8 206.3 208.8 1.2
Total 351.2 353.0 0.5 274.5 280.2 2.1 625.7 633.2 1.2
(*) Comprising the Coastal and Interior regions of the State

3. Costs, Administrative and Selling Expenses

Costs, Administrative and Selling Expenses increased R$74.5 million or 11.1%.

(R$ million)

  2Q03  2Q04  Difference

Payroll and related charges 264.2  269.9  5.7  2.2 
General supplies 19.9  20.8  0.9  4.5 
Treatment supplies 20.8  22.6  1.8  8.7 
Outside services 78.5  98.6  20.1  25.6 
Electric power 77.8  90.7  12.9  16.6 
General expenses 26.5  23.5  (3.0) (11.3)
Depreciation and amortization 135.8  149.3  13.5  9.9 
Write-off of receivables 41.3  66.8  25.5  61.7 
Tax expenses 8.1  5.2  (2.9) (35.8)

Costs, administrative and selling expenses 672.9  747.4  74.5  11.1 

The main differences were as follows:

3.1. Payroll and related charges

Payroll and related charges increased by R$5.7 million or 2.2%. This growth was mainly due to a 4.18% salary adjustment beginning in May 2004, referring to collective bargaining.

3.2. General supplies

General supplies increased by R$0.9 million or 4.5%, mainly in relation to maintenance of residential connections.

3.3 Treatment Supplies Treatment supplies increased by R$ 1.8 million or 8.7%, mainly due to increased consumption of activated charcoal and aluminum sulphate. With climate changes and conditions of the watershed, there was a proliferation of alga that, when dead, leave an odor and taste in the water removed with the application of activated charcoal.

3.4. Outside services

Outside services increased by R$20.1 million or 25.6%, as a result of increases in advertising and publicity, for the institutional campaigns promoted by Sabesp (“Watch the Level”, “Rationing 2004” and the “Incentive Program for Water Consumption Reduction”). Other expenses that justified the increase is the paving and replacements of pavement and technical professional services.

3.5. Electric power

Electric power increased by R$12.9 million or 16.6%, due to an average increase of 14.3% in power tariff and of 1.3% due to adjustment of the emergency capacity charge. Regarding power consumption, there was a 1% drop in the second quarter of 2004 (510,576 MWh) compared to the same period of 2003 (515,807 MWh) due to the “Incentive Program for Water Consumption Reduction” in effect since March 2004.

3.6. General expenses

General expenses decreased by R$3.0 million or 11.3%, mainly as a result of reserves for contingencies. The 2Q04 amount is smaller than in 2Q03.

3.7. Depreciation and amortization

Depreciation and amortization increased by R$13.5 million or 9.9%, due to transfers from property, plant and equipment in progress to property, plant and equipment in service.

3.8. Write-off of Receivables Increased by R$ 25.5 million or 61.7%, due to the write-off in June of invoices above R$ 30,000.00, more than one year past due, with lawsuits.

3.9 Tax Expenses Decreased by R$ 2.9 million or 35.8%, due to payment of Eurobonds in 2Q03 with a higher levy of CPMF (tax on bank transactions).

4. Financial Expenses and Monetary Variations on Liabilities

4.1 Financial Expenses

Financial expenses decreased by R$90.2 million or 31.1%, due to:

4.2 Monetary Variations on Liabilities

Monetary variations on liabilities decreased by R$613.3 million, due to the 6.8% devaluation of the Brazilian real against the US dollar in 2Q04 when compared to the 14.4% appreciation in 2Q03, which affected loans denominated in foreign currency.

5. Operating indicators

As shown in the table below, the Company is still expanding its services. (unaudited)


Main Operating Indicators 2Q03 2Q04 %

Water connections (1) 5,975 6,285 5.2
Sewage connections (1) 4,385 4,673 6.6
Population served - water (2) 21.2 22.2 4.7
Population served - sewage (2) 17.0 18.0 5.9
Billed volume - bulk water (3) 86.4 62.3 (27.9)
Billed volume - retail water (3) 351.2 353.0 0.5
Billed volume - sewage (3) 274.5 280.2 2.1
Number of employees 18,355 17,807 (3.0)
Operating productivity (4) 564 615 9.0

(1)

In thousand units at the end of the period

(2)

In millions of inhabitants at the end of the period

(3)

In millions of m3

(4)

Number of water and sewage connections per employee

10.01. CHARACTERISTICS OF PUBLIC OR PRIVATE DEBENTURE ISSUES


1 - ITEM 01 
2 - ORDER NUMBER
3 - CVM REGISTRATION NUMBER CVM/SRE/DEB/1999-030 
4 - DATE OF REGISTRATION WITH CVM 03/18/1999 
5 - ISSUED SERIES
6 - TYPE OF ISSUE SIMPLE 
7 - NATURE OF ISSUE PUBLIC 
8 - ISSUE DATE 02/01/1999 
9 - DUE DATE 09/24/2004 
10 - TYPE OF DEBENTURE WITHOUT PREFERENCE 
11 - REMUNERATION CONDITIONS CDI RATE + 2.85% PER ANNUM 
12 - PREMIUM/DISCOUNT NONE 
13 - NOMINAL VALUE (reais) 1,002.76 
14 - AMOUNT ISSUED (Thousand of reais) 115,317 
15 - DEBENTURES ISSUED (Units) 115,000 
16 - OUTSTANDING DEBENTURES (Units) 103,807 
17 - TREASURY DEBENTURES (Units) 11,193 
18 - REDEEMED DEBENTURES (Units)
19 - CONVERTED DEBENTURES (Number)
20 - DEBENTURES TO PLACE (Number)
21 - DATE OF LAST RENEGOTIATION 03/24/2003 
22 - DATE OF NEXT EVENT 09/24/2004 

1 - ITEM 02 
2 - ORDER NUMBER
3 - CVM REGISTRATION NUMBER CVM/SRE/DEB/1999-031 
4 - DATE OF REGISTRATION WITH CVM 03/18/1999 
5 - ISSUED SERIES
6 - TYPE OF ISSUE SIMPLE 
7 - NATURE OF ISSUE PUBLIC 
8 - ISSUE DATE 02/01/1999 
9 - DUE DATE 09/24/2004 
10 - TYPE OF DEBENTURE WITHOUT PREFERENCE 
11 - REMUNERATION CONDITIONS CDI RATE + 2.85% PER ANNUM 
12 - PREMIUM/DISCOUNT NONE 
13 - NOMINAL VALUE (reais) 1,002.76 
14 - AMOUNT ISSUED (Thousand of reais) 115,317 
15 - DEBENTURES ISSUED (Units) 115,000 
16 - OUTSTANDING DEBENTURES (Units) 103,198 
17 - TREASURY DEBENTURES (Units) 11,802 
18 - REDEEMED DEBENTURES (Units)
19 - CONVERTED DEBENTURES (Number)
20 - DEBENTURES TO PLACE (Number)
21 - DATE OF LAST RENEGOTIATION 03/24/2003 
22 - DATE OF NEXT EVENT 09/24/2004 

1 - ITEM 03 
2 - ORDER NUMBER
3 - CVM REGISTRATION NUMBER CVM/SRE/DEB/1999-032 
4 - DATE OF REGISTRATION WITH CVM 03/18/1999 
5 - ISSUED SERIES
6 - TYPE OF ISSUE SIMPLE 
7 - NATURE OF ISSUE PUBLIC 
8 - ISSUE DATE 02/01/1999 
9 - DUE DATE 09/24/2004 
10 - TYPE OF DEBENTURE WITHOUT PREFERENCE 
11 - REMUNERATION CONDITIONS CDI RATE + 2.85% PER ANNUM 
12 - PREMIUM/DISCOUNT NONE 
13 - NOMINAL VALUE (reais) 1,002.76 
14 - AMOUNT ISSUED (Thousand of reais) 115,317 
15 - DEBENTURES ISSUED (Units) 115,000 
16 - OUTSTANDING DEBENTURES (Units) 102,159 
17 - TREASURY DEBENTURES (Units) 12,841 
18 - REDEEMED DEBENTURES (Units)
19 - CONVERTED DEBENTURES (Number)
20 - DEBENTURES TO PLACE (Number)
21 - DATE OF LAST RENEGOTIATION 03/24/2003 
22 - DATE OF NEXT EVENT 09/24/2004 

1 - ITEM 04 
2 - ORDER NUMBER
3 - CVM REGISTRATION NUMBER CVM/SRE/DEB/1999-033 
4 - DATE OF REGISTRATION WITH CVM 03/18/1999 
5 - ISSUED SERIES
6 - TYPE OF ISSUE SIMPLE 
7 - NATURE OF ISSUE PUBLIC 
8 - ISSUE DATE 02/01/1999 
9 - DUE DATE 09/24/2004 
10 - TYPE OF DEBENTURE WITHOUT PREFERENCE 
11 - REMUNERATION CONDITIONS CDI RATE + 2.85% PER ANNUM 
12 - PREMIUM/DISCOUNT NONE 
13 - NOMINAL VALUE (reais) 1,002.76 
14 - AMOUNT ISSUED (Thousand of reais) 51,808 
15 - DEBENTURES ISSUED (Units) 51,666 
16 - OUTSTANDING DEBENTURES (Units) 41,005 
17 - TREASURY DEBENTURES (Units) 10,661 
18 - REDEEMED DEBENTURES (Units)
19 - CONVERTED DEBENTURES (Number)
20 - DEBENTURES TO PLACE (Number)
21 - DATE OF LAST RENEGOTIATION 03/24/2003 
22 - DATE OF NEXT EVENT 09/24/2004 

1 - ITEM 05 
2 - ORDER NUMBER
3 - CVM REGISTRATION NUMBER CVM/SRE/DEB/1999-034 
4 - DATE OF REGISTRATION WITH CVM 03/18/1999 
5 - ISSUED SERIES
6 - TYPE OF ISSUE SIMPLE 
7 - NATURE OF ISSUE PUBLIC 
8 - ISSUE DATE 02/01/1999 
9 - DUE DATE 09/24/2004 
10 - TYPE OF DEBENTURE WITHOUT PREFERENCE 
11 - REMUNERATION CONDITIONS CDI RATE + 2.85% PER ANNUM 
12 - PREMIUM/DISCOUNT NONE 
13 - NOMINAL VALUE (reais) 1,002.76 
14 - AMOUNT ISSUED (Thousand of reais) 16,473 
15 - DEBENTURES ISSUED (Units) 16,428 
16 - OUTSTANDING DEBENTURES (Units) 16,428 
17 - TREASURY DEBENTURES (Units)
18 - REDEEMED DEBENTURES (Units)
19 - CONVERTED DEBENTURES (Number)
20 - DEBENTURES TO PLACE (Number)
21 - DATE OF LAST RENEGOTIATION 03/24/2003 
22 - DATE OF NEXT EVENT 09/24/2004 

1 - ITEM 06 
2 - ORDER NUMBER
3 - CVM REGISTRATION NUMBER CVM\SRE\DEB\2001-022 
4 - DATE OF REGISTRATION WITH CVM 06/04/2001 
5 - ISSUED SERIES SOLE 
6 - TYPE OF ISSUE SIMPLE 
7 - NATURE OF ISSUE PUBLIC 
8 - ISSUE DATE 04/01/2001 
9 - DUE DATE 12/15/2006 
10 - TYPE OF DEBENTURE WITHOUT PREFERENCE 
11 - REMUNERATION CONDITIONS CDI RATE + 1.2% PER ANNUM 
12 - PREMIUM/DISCOUNT NONE 
13 - NOMINAL VALUE (reais) 8,390.92 
14 - AMOUNT ISSUED (Thousand of reais) 251,727 
15 - DEBENTURES ISSUED (Units) 30,000 
16 - OUTSTANDING DEBENTURES (Units) 30,000 
17 - TREASURY DEBENTURES (Units)
18 - REDEEMED DEBENTURES (Units)
19 - CONVERTED DEBENTURES (Number)
20 - DEBENTURES TO PLACE (Number)
21 - DATE OF LAST RENEGOTIATION  
22 - DATE OF NEXT EVENT 09/15/2004 

1 - ITEM 07 
2 - ORDER NUMBER
3 - CVM REGISTRATION NUMBER CVM\SRE\DEB\2002-013 
4 - DATE OF REGISTRATION WITH CVM 05/14/2002 
5 - ISSUED SERIES
6 - TYPE OF ISSUE SIMPLE 
7 - NATURE OF ISSUE PUBLIC 
8 - ISSUE DATE 04/01/2002 
9 - DUE DATE 03/01/2007 
10 - TYPE OF DEBENTURE WITHOUT PREFERENCE 
11 - REMUNERATION CONDITIONS CDI RATE + 2% PER ANNUM 
12 - PREMIUM/DISCOUNT NONE 
13 - NOMINAL VALUE (reais) 10,410.48 
14 - AMOUNT ISSUED (Thousand of reais) 326,597 
15 - DEBENTURES ISSUED (Units) 31,372 
16 - OUTSTANDING DEBENTURES (Units) 31,372 
17 - TREASURY DEBENTURES (Units)
18 - REDEEMED DEBENTURES (Units)
19 - CONVERTED DEBENTURES (Number)
20 - DEBENTURES TO PLACE (Number)
21 - DATE OF LAST RENEGOTIATION 10/01/2003 
22 - DATE OF NEXT EVENT 07/01/2004 

1 - ITEM 08 
2 - ORDER NUMBER
3 - CVM REGISTRATION NUMBER CVM\SRE\DEB\2002-014 
4 - DATE OF REGISTRATION WITH CVM 05/14/2002 
5 - ISSUED SERIES
6 - TYPE OF ISSUE SIMPLE 
7 - NATURE OF ISSUE PUBLIC 
8 - ISSUE DATE 04/01/2002 
9 - DUE DATE 03/01/2007 
10 - TYPE OF DEBENTURE WITHOUT PREFERENCE 
11 - REMUNERATION CONDITIONS IGP-M + 12.7% PER ANNUM 
12 - PREMIUM/DISCOUNT NONE 
13 - NOMINAL VALUE (reais) 14,889,09 
14 - AMOUNT ISSUED (Thousand of reais) 128,463 
15 - DEBENTURES ISSUED (Units) 8,628 
16 - OUTSTANDING DEBENTURES (Units) 8,628 
17 - TREASURY DEBENTURES (Units)
18 - REDEEMED DEBENTURES (Units)
19 - CONVERTED DEBENTURES (Number)
20 - DEBENTURES TO PLACE (Number)
21 - DATE OF LAST RENEGOTIATION 10/01/2003 
22 - DATE OF NEXT EVENT 04/01/2005 

16.01. OTHER INFORMATION CONSIDERED RELEVANT BY THE COMPANY

Supplementary information

In order to provide improved information to the market, the Company is also presenting as supplementary information its statements of cash flows prepared in accordance with IBRACON Accounting Standard No. 20, and the supplementary information in constant purchasing power.

1. SUPPLEMENTARY INFORMATION - STATEMENTS OF CASH FLOW

(R$ million)

Description 2Q04  1H04  2Q03  1H03 

Cash flow from operating activities
 
Net income (loss) (73,335) 42,151  332,631  504,504 
 
Adjustments to reconcile net income (loss):
 
Deferred income and social contribution taxes (406) 188  41,826  (16,325)
 
Reserve for contingencies 12,905  38,271  (121,741) (89,129)
 
Social security charges 19,256  38,365  19,263  38,562 
 
Property, plant and equipment received in donation (private sector) (2,286) (2,587) (343) (343)
 
Loss on disposal of property, plant and equipment 13,310  16,276  4,091  35,287 
 
Gain on sale of property, plant and equipment (4) (4)
 
Depreciation 138,865  274,067  129,085  256,260 
 
Amortization 10,377  18,678  6,704  13,145 
 
Interest on loans and financing payable 176,175  350,130  192,096  400,960 
 
Monetary and exchange variations on loans and financing 191,557  222,657  (426,507) (543,860)
 
Monetary variation on interest on capital 5,389  6,493 
 
Allowance for doubtful accounts 66,787  106,317  41,329  65,548 
 
  558,594  1,111,006  218,430  664,605 
 
(Increase) decrease in assets:
 
Accounts receivable 10,942  (68,023) 20,527  (79,499)
 
Receivables from shareholders (20,390) (38,864)
 
Inventories 805  1,961  (1,853) 2,507 
 
Income and social contribution taxes available for offset (21,361) (31,375)
 
Other receivables (9,610) (16,033) (8,888) 52,290 
 
Accounts receivable - long-term (39,664) (50,370) (1,080) (1,957)
 
Receivables from shareholders - GESP Agreement (12,713)
 
Receivables from shareholders - GESP Agreement (21,024) (36,634)
 
Escrow deposits 696  771  (304) 186 
 
Other long-term receivables 3,517  2,717  (1,047) (1,960)
 
  (75,699) (209,699) (13,035) (67,297)
 
Increase (decrease) in liabilities:
 
Suppliers (2,172) (27,670) (69) (12,328)
 
Payroll and related charges 15,917  22,007  46,410  63,164 
 
Interest on capital 1,704 
 
Taxes payable 4,687  (15,661) (10,621) 81,293 
 
Other payables 87,800  3,133  2,066  (2,987)
 
Taxes payable - long-term liabilities (2,318) (4,082) 168,251  154,060 
 
Other payables - long-term liabilities 809  1,700 
 
  104,723  (20,573) 207,741  283,202 
 
Net cash provided by operating activities 587,618  880,734  413,136  880,510 
 
Cash flow from investing activities:
 
Purchase of property, plant and equipment (242,212) (317,691) (113,985) (222,308)
 
Purchase of investments (1,177) (1,177)
 
Sale of property, plant and equipment 176 
 
Increase in deferred charges (56) (124) (1,546) (4,048)
 
Net cash used in investing activities (243,445) (318,816) (115,523) (226,348)
 
Cash flow from financing activities:
 
Loans and financing - long-term:
 
Funding operations 51,309  103,202  702,604  719,124 
 
Payments (349,450) (647,938) (306,206) (651,640)
 
Interest on capital
 
Interest on capital paid (188,274) (189,663) (111,452) (114,987)
 
Matching of accounts 13,640  (5,627)
 
Net cash used in financing activities (472,775) (740,026) 284,946  (47,503)
 
Increase (decrease) in cash and cash equivalents (128,602) (178,108) 582,559  606,659 
 
Cash and cash equivalents at beginning of period 231,507  281,013  438,771  414,671 
 
Cash and cash equivalents at end of period 102,905  102,905  1,021,330  1,021,330 
 
Change in cash (128,602) (178,108) 582,559  606,659 
 
Supplementary cash flow information:
 
Capitalization of interest and financial charges 19,950  26,138  (8,341) (10,528)
 
Income and social contribution taxes paid 67,710  128,646  128,646 
 
Property, plant and equipment received in donation and/or paid with shares 801  1,117  404  943 
 
Cofins and Pasep paid 36,238  88,982  47,243  78,356 
 
Transactions not affecting cash
 
Acquisition related to São Bernardo do Campo:
 
Purchase price 415,471  415,471 
 
Offset of accounts receivable (265,432) (265,432)
 
Amount payable (71,268) (22,506)
 
Amount paid 29,258  78,020 

2. SUPPLEMENTARY INFORMATION IN CONSTANT PURCHASING POWER

a) Restatement index

The restatement of permanent assets, shareholders’ equity, income and expense accounts, and the calculation of gains and losses on monetary items was based on the Accounting Monetary Unit (UMC), which considers as a basis the General Market Price Index (IGP-M), which was 3.95% for the quarter and 6.78% year to date.

b) Balance sheet accounts

Monetary assets and liabilities shown in the financial statements in constant purchasing power are the same as those shown as under “corporate law”, except accounts receivable from customers, accounts payable to suppliers and contractors, and deferred income and social contribution taxes in long-term liabilities, which are adjusted to reflect the purchasing power or realization value in currency as of June 30, 2004, taking as a basis the rate disclosed by the National Association of Investment Banks and Securities Dealers (ANBID).

Permanent assets and shareholders’ equity have been adjusted based on the monthly change in the UMC, which was restated based on the IGP-M index through June 30, 2004.

c) Income and expense accounts

All income and expense accounts were restated using the UMC from the month originally recorded, adjusted according to inflationary gains and losses calculated on the monthly beginning and ending balances of the monetary assets and liabilities generating financial income and expenses or nominal inflationary gains and losses which were considered as reductions of the income and expense accounts to which they are linked.

d) Deferred taxes

Deferred income and social contribution taxes were calculated based on the 15% tax rate plus surtaxes of 10% and 9%, respectively, on the increased value of the permanent asset items arising from their monetary restatement, in accordance with CVM instructions included in Pronouncement No. 99/006 from IBRACON (Brazilian Institute of Independent Auditors).

The amounts are in constant purchasing power as of June 30, 2004.

  (In thousands of R$) 

Balance sheet Nominal currency Constant purchasing
power


 
Total assets 16,441,524  33,006,812 
 
Current assets 987,443  985,479 
 
Long-term assets 1,379,525  1,379,525 
 
Permanent assets 14,074,556  30,641,808 
Investments 1,917  2,907 
Property, plant and equipment 14,029,873  30,560,543 
Deferred charges 42,766  78,358 


 
Total liabilities 16,441,524  33,006,812 
 
Current liabilities 1,621,482  1,621,249 
 
Long-term liabilities 7,239,132  12,147,945 
 
Shareholders’ equity 7,580,910  19,237,618 
Capital 3,403,688  8,564,141 
Capital reserves 51,857  99,710 
Revaluation reserves 2,666,336  6,767,675 
Profit reserves 1,398,796  3,769,745 
Retained earnings 60,233  36,347 



    (In thousands of R$)
   
  January to June 2004
 
Statement of Operations Nominal currency Constant purchasing
power
 

 
Net revenue from sales and services 2,126,326  2,192,802 
 
Cost of sales and services (1,082,949) (1,472,979)
 

 
Gross profit 1,043,377  719,823 
 
Selling expenses (231,251) (239,594)
Administrative expenses (138,824) (151,041)
 

 
Income before financial expenses 673,302  329,188 
 
Financial expenses, net (568,584) (155,304)
 

 
Income from operations 104,718  173,884 
 
Nonoperating expenses (11,484) (36,441)
 

 
Income before taxes and profit sharing 93,234  137,443 
 
Provision for income and social contribution taxes (38,110) (40,341)
 
Deferred income and social contribution taxes 4,588  6,461 
 
Extraordinary item, net of income and social contribution taxes (17,561) (18,265)
 

 
Net income 42,151  85,298 
 

 
Earnings per share 0.00148  0.00300 
 

Reconciliation between net income and shareholders’ equity

    (In thousands of R$)
   
  Net income  Shareholder’s equity 
 

 
Corporate law 42,151  7,580,910 
Price-level restatements:
Of permanent assets 1,568,609  16,567,252 
Of shareholders’ equity (1,528,726)
Adjustment to present value - net 1,262  (1,731)
Reversal (provision) of taxes:
Income tax 1,472  (3,609,421)
Social contribution tax 530  (1,299,392)
 

 
In constant purchasing power 85,298  19,237,618 
 

3. CHANGE IN OWNERSHIP CONTROL OF CONTROLLING SHAREHOLDERS, BOARD MEMBERS AND DIRECTORS FROM JUNE 30, 2003 TO JUNE 30, 2004

  06/30/2003 Number of shares 06/30/2004
Shareholders Number of shares Number of sharequotas % New shareholders Common share movement No longer with the Company Number of shares %
Controlling shareholder 20,376,674,058     71.55           20,376,674,058  71.55 
Board of Directors 90,017           (2) 90,016    
Executive Board 110,000  2,493,526*       (110,000) 2,493,526*      
Fiscal Council 110,000           (110,000)         
Other shareholders 8,102,593,752                 8,102,813,753    
Outstanding shares** 8,102,903,752     28.45           8,102,903,753  28.45 
Total shares 28,479,577,827     100.00  (220,000) (2) 28,479,577,827  100.00 

* Sharequotas of investment fund based on Sabesp shares (each sharequota is equivalent to 20,000 shares).

** Except for a member of the Board of Directors who held 90,000 shares, the shares held by the other members were assigned by the State of São Paulo Finance Department and are returned when their holders leave the Board.

4. OWNERSHIP CONTROL


Holders of more than 5% of the shares Common Shares %
São Paulo State Finance Department 20,376,674,058  71.55 

 

Shareholder Common Shares %

MAJORITY SHAREHOLDER 20,376,674,058  71.55 
MANAGEMENT
Board of Directors 90,016 
Executive Board
Fiscal Council
 
TREASURY SHARES
 
OTHER SHAREHOLDERS 8,102,813,753 
 
TOTAL 28,479,577,827  100.00 
 
SHARES OUTSTANDING IN THE MARKET 8,102,903,753  28.45 

17.01. UNQUALIFIED SPECIAL REVIEW REPORT

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

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Shareholders and Management of
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
São Paulo - SP

1.

We have performed a special review of the accompanying interim financial statements of Companhia de Saneamento Básico do Estado de São Paulo - SABESP (the “Company”), consisting of the balance sheet as of June 30, 2004, and the related statement of operations for the quarter and six-month period then ended and the performance report, all expressed in Brazilian reais and prepared in accordance with Brazilian accounting practices under the responsibility of the Company’s management.


2.

We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries of and discussions with persons responsible for the accounting, financial and operating areas as to the criteria adopted in preparing the interim financial statements, and (b) review of the information and subsequent events that had or might have had material effects on the financial position and results of operations of the Company.


3.

Based on our special review, we are not aware of any material modifications that should be made to the financial statements referred to in paragraph 1 for them to be in conformity with Brazilian accounting practices and standards established by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory interim financial statements.


4.

The supplementary information for the quarter and six-month period ended June 30, 2004, consisting of the financial statements in constant purchasing power, and the statement of cash flows are presented for purposes of permitting additional analyses and are not a required part of the basic financial statements. This supplementary information was reviewed by us in accordance with the auditing procedures mentioned in paragraph 2 and, based on our review, we are not aware of any material modifications that should be made for them to be fairly presented, in all material respects, in relation to the financial statements taken as a whole.


5.

We had previously reviewed the balance sheet as of March 31, 2004, presented for comparative purposes, and issued an unqualified opinion thereon, dated May 12, 2004. The statement of operations for the quarter and six-month period ended June 30, 2003, the supplementary information in constant purchasing power, and the statement of cash flows for the six-month period then ended, presented for comparative purposes, were reviewed by other independent accountants, whose special review report thereon, dated August 8, 2003, was unqualified.


6.

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

São Paulo, August 6, 2004

DELOITTE TOUCHE TOHMATSU Marco Antonio Brandão Simurro
Auditores Independentes Engagement Partner

Contents

GROUP EXHIBIT DESCRIPTION PAGE
01 01 IDENTIFICATION 1
01 02 HEAD OFFICE 1
01 03 INVESTOR RELATIONS OFFICER (Company Mail Address) 1
01 04 GENERAL INFORMATION/INDEPENDENT ACCOUNTANT 1
01 05 CAPITAL COMPOSITION 2
01 06 CHARACTERISTICS OF THE COMPANY 2
01 07 COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS 2
01 08 DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER 2
01 09 SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT YEAR 3
01 10 INVESTOR RELATIONS OFFICER 3
02 01 BALANCE SHEET - ASSETS 4
02 02 BALANCE SHEET - LIABILITIES AND SHAREHOLDERS’ EQUITY 5
03 01 STATEMENT OF OPERATIONS 7
04 01 NOTES TO THE INTERIM FINANCIAL STATEMENTS 9
05 01 COMMENTS ON THE COMPANY'S PERFORMANCE IN THE QUARTER 40
10 01 CHARACTERISTICS OF PUBLIC OR PRIVATE DEBENTURE ISSUES 44
16 01 OTHER INFORMATION CONSIDERED RELEVANT BY THE COMPANY 52
17 01 SPECIAL REVIEW REPORT 59

 


 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.

Date: August 30, 2004

 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By:
/S/  Rui de Britto Álvares Affonso

 
Name: Rui de Britto Álvares Affonso
Title: Economic-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.