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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 29, 2011
(Commission File No. 1-31317)
 

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


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



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

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

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

Yes ______ No ___X___

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

 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Information of the Company

  Capital Composition

  Cash Dividends

 

Individual Financial Statements

Balance Sheets Assets

Balance Sheet Liabilities

Statement of income

Statement of Cash Flows

 

Statement of Changes in Shareholders' Equity

SCSE 01/01/2011 to 06/30/2011

SCSE 01/01/2010 to 06/30/2010

Value Added Statement

 

Consolidated  Financial Statements

Balance Sheets Assets

Balance Sheet Liabilities

Statement of income

Statement of Cash Flows

 

Individual Financial Statements

SCSE 01/01/2011 to 06/30/2011

SCSE 01/01/2010 to 06/30/2010

Value Added Statement

 

Comments on Performance

 

Financial Highlights

 

Other Information Considered Material by the Company

 

Opinions and Statements

 

 Report of the Special Review-Without Reservation

 

 

 

 

 

 

 

 

 

 

 

 

                                                              Page: 1


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

INFORMATION OF THE COMPANY/ CAPITAL COMPOSITION

 

NUMBER OF SHARES

(Units)

CURRENT QUARTER

06/30/2011

Paid-up Capital

Common

227,836,623

Preferred

0

Total

227,836,623

Treasury Shares

Common

0

Preferred

0

Total

0

 

                                                              Page: 2


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

INFORMATION OF THE COMPANY / CASH DIVIDENDS

 

Event

Approval

Earnings

Beginning of Payment

Type of Share

Class of Share

Earnings per Share (Reais/Share)

Board of Directors’ Meeting

12/14/2010

Interests on Shareholders’ Equity

06/27/2011

Common

 

-

2.00140

 

 

 

                                                              Page: 3


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/Balance Sheet Assets

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

06/30/2011

Previous Exercise

12/31/2010

1

Total assets

23,701,656

23,293,050

1.01

Current assets

3,428,666

3,574,874

1.01.01

Cash & Cash Equivalents

2,172,953

1,988,004

1.01.03

Receivables

1,037,436

1,108,819

1.01.03.01

Customers

876,984

971,047

1.01.03.02

Other Receivables

160,452

137,772

1.01.03.02.01

Balances with Related Parties

160,452

137,772

1.01.04

Inventories

37,044

36,090

1.01.06

Taxes Recoverable

26,324

108,675

1.01.06.01

Current Taxes Recoverable

26,324

108,675

1.01.08

Other Current Assets

154,909

333,286

1.01.08.03

Other

154,909

333,286

1.01.08.03.01

Restricted Cash

112,783

302,570

1.01.08.03.20

Other receivables

42,126

30,716

1.02

Noncurrent assets

20,272,990

19,718,176

1.02.01

Long-term assets

937,304

962,008

1.02.01.03

Receivables

375,556

352,839

1.02.01.03.01

Customers

375,556

352,839

1.02.01.06

Deferred Taxes

75,695

77,913

1.02.01.06.01

Deferred Income Tax & Social Contribution

75,695

77,913

1.02.01.08

Credit with Related Parties

197,271

231,076

1.02.01.08.03

Credit with Controlling Shareholders

197,271

231,076

1.02.01.09

Other Non-current Assets

288,782

300,180

1.02.01.09.03

Indemnifications Receivable

146,213

146,213

1.02.01.09.04

Judicial deposits

49,633

43,543

1.02.01.09.05

ANA – National Water Agency

65,609

62,540

1.02.01.09.20

Other receivables

27,327

47,884

1.02.02

Investments

16,566

8,262

1.02.02.01

Shareholdings

16,566

8,262

1.02.02.01.04

Other Equity Interests

16,566

8,262

1.02.03

Property, Plant and Equipment

201,026

206,384

1.02.04

Intangible

19,118,094

18,541,522

1.02.04.01

Intangible

19,118,094

18,541,522

1.02.04.01.01

Concession Contracts

10,836,347

10,732,557

1.02.04.01.02

Program Contracts

1,264,668

864,384

1.02.04.01.03

Service Contracts

6,134,597

6,096,862

1.02.04.01.04

Software License

3,797

7,937

1.02.04.01.05

New Business

17,816

11,228

1.02.04.01.06

Concession Contracts – Economic Value

524,598

517,278

1.02.04.01.07

Program Contracts - Commitments

336,271

311,276

 

 

                                                              Page: 4


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Balance Sheet Liabilities and Shareholders’ Equity

 

(In thousands of Brazilian reais - R$)(

Account code

Account Description

Current Quarter

06/30/2011

Previous Exercise

12/31/2010

2

Total liabilities and shareholders’ equity

23,701,656

23,293,050

2.01

Current liabilities

2,919,729

3,501,786

2.01.01

Labor and Social Security Obligations

273,281

246,325

2.01.01.01

Social Security Obligations

21,790

26,147

2.01.01.02

Labor Obligations

251,491

220,178

2.01.02

Suppliers

170,736

142,634

2.01.02.01

Domestic Suppliers

170,736

142,634

2.01.03

Tax Obligations

156,164

157,768

2.01.03.01

Federal Tax Obligations

152,260

153,233

2.01.03.01.01

Income Tax and Social Contribution Payable

28,466

0

2.01.03.01.02

COFINS and PASEP (taxes on revenue) payable

50,908

48,149

2.01.03.01.03

INSS (Social security contribution), payable

27,222

24,112

2.01.03.01.04

Installment Program Law – 1.0684/03

36,040

35,364

2.01.03.01.20

Other Federal Taxes

9,624

45,608

2.01.03.03

Municipal Tax Obligations

3,904

4,535

2.01.04

Loans and financing

1,007,875

1,239,716

2.01.04.01

Loans and financing

653,125

628,207

2.01.04.01.01

In national currency

507,242

498,230

2.01.04.01.02

In foreign currency

145,883

129,977

2.01.04.02

Debentures

354,750

611,509

2.01.05

Other payables

573,827

948,740

2.01.05.01

Liabilities with related parties

11,712

11,395

2.01.05.01.03

Debts with controlling shareholders

11,712

11,395

2.01.05.02

Other

562,115

937,345

2.01.05.02.01

Dividends and Interests on Equity Payable

92

354,254

2.01.05.02.04

Accounts Payable

281,766

328,434

2.01.05.02.05

Refundable amounts

55,083

60,486

2.01.05.02.06

Program contract commitments

68,406

38,427

2.01.05.02.07

Account Payable - Private Public Partnership

23,792

30,831

2.01.05.02.08

Agreement with São Paulo City Hall

61,930

60,350

2.01.05.02.09

Indemnities

10,498

17,169

2.01.05.02.20

Other payables

60,548

47,394

2.01.06

Provisions

737,846

766,603

2.01.06.01

Civil, Labor and Social Security Provisions

102,383

96,231

2.01.06.01.01

Tax Provisions

5,117

3,191

2.01.06.01.02

Tax and Social Security Provisions

81,456

78,151

2.01.06.01.04

Civil Provisions

15,810

14,889

2.01.06.02

Other Provisions

635,463

670,372

2.01.06.02.03

Provision for Environmental and Deactivations Liabilities

12,738

22,802

2.01.06.02.04

Provisions for Customers

256,726

288,970

2.01.06.02.05

Provisions for Suppliers

365,999

358,600

2.02

Non-current liabilities

10,506,447

10,109,464

2.02.01

Loans and financing

7,017,781

6,969,576

2.02.01.01

Loans and financing

4,149,171

4,786,671

2.02.01.01.01

In national currency

1,857,800

2,667,720

2.02.01.01.02

In foreign currency

2,291,371

2,118,951

2.02.01.02

Debentures

2,868,610

2,182,905

2.02.02

Other payables

2,711,388

2,446,661

2.02.02.02

Other

2,711,388

2,446,661

2.02.02.02.03

Other Taxes and Contributions Payable

36,040

53,045

2.02.02.02.04

Social security charges

2,013,705

1,804,038

2.02.02.02.05

Program contract commitments

82,952

106,696

2.02.02.02.06

Account Payable - Private Public Partnership

342,550

284,728

2.02.02.02.07

Indemnities

30,847

30,847

2.02.02.02.08

TAC - Retirees

14,273

20,497

2.02.02.02.09

Deferred Cofins and Pasep

114,104

112,962

2.02.02.02.20

Other payables

76,917

33,848

2.02.04

Provisions

777,278

693,227

2.02.04.01

Civil, Labor, Tax and Social Security Provisions

291,945

267,287

2.02.04.01.01

Tax Provisions

66,510

55,467

2.02.04.01.02

Tax, Social Security and Labor Provisions

72,384

59,081

2.02.04.01.04

Civil Provisions

153,051

152,739

2.02.04.02

Other Provisions

485,333

425,940

2.02.04.02.03

Provision for Environmental and Deactivations Liabilities

30,596

42,293

2.02.04.02.04

Provisions for Customers

430,451

370,212

2.02.04.02.05

Provisions for Suppliers

24,286

13,435

2.03

Shareholders' equity

10,275,480

9,681,800

2.03.01

Social Capital

6,203,688

6,203,688

2.03.02

Capital reserves

124,255

124,255

2.03.02.07

Support to projects

108,475

108,475

2.03.02.08

Incentive reserve

15,780

15,780

2.03.04

Profit reserves

3,285,096

3,353,857

2.03.04.01

Legal Reserve

460,048

460,048

2.03.04.08

Additional Dividend Proposed

0

68,761

2.03.04.10

Reserve for Investments

2,825,048

2,825,048

2.03.05

Retained earnings (accumulated deficit)

662,441

0

 
 

                                                              Page: 5


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Statement of income

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

04/01/2011 to 06/30/2011

Accumulated of Current Year 01/01/2011 to 06/30/2011

Equal quarter of

Previous Exercise

04/01/2010 to 06/30/2010

Accumulated of

Previous Exercise

01/01/2010 to 06/30/2010

3.01

Gross revenue from sales and/or services

2,339,783

4,634,406

2,272,497

4,435,632

3.02

Cost of sales and/or services

-1,437,714

-2,805,491

-1,301,548

-2,456,444

3.02.01

Cost of sales and/or services

-951,400

-1,879,762

-770,904

-1,484,182

3.02.02

Construction Cost

-486,314

-925,729

-530,644

-972,262

3.03

Gross profit

902,069

1,828,915

970,949

1,979,188

3.04

Operating (expenses) income

-254,623

-752,108

-366,997

-676,950

3.04.01

Selling expenses

-155,317

-333,538

-214,441

-330,951

3.04.02

General and Administrative Expenses

-146,219

-467,701

-152,645

-349,416

3.04.04

Other operating income

54,936

60,189

11,998

17,094

3.04.04.01

Other operating income

60,535

66,324

13,588

19,353

3.04.04.02

COFINS and PASEP (taxes on revenue)

-5,599

-6,135

-1,590

-2,259

3.04.05

Other operating expenses

-6,737

-8,806

-11,802

-13,453

3.04.05.01

Loss on write-off of property, plant and equipment items

-3,737

-4,379

-10,871

-12,195

3.04.05.03

Tax incentives

-2,960

-4,310

-754

-904

3.04.05.05

Other

-40

-117

-177

-354

3.04.06

Equity result

-1,286

-2,252

-107

-224

3.05

Income before taxes and profit sharing

647,446

1,076,807

603,952

1,302,238

3.06

Financial income

45,551

-5,083

-119,996

-339,392

3.06.01

Financial income

119,545

210,572

95,980

159,311

3.06.01.01

Financial income

129,577

225,522

95,926

159,182

3.06.01.02

Foreign exchange gains

-10,032

-14,950

54

129

3.06.02

Financial expenses

-73,994

-215,655

-215,976

-498,703

3.06.02.01

Financial expenses

-148,237

-358,995

-197,498

-455,920

3.06.02.02

Foreign exchange losses

74,243

143,340

-18,478

-42,783

3.07

Income Before Taxes on profit

692,997

1,071,724

483,956

962,846

3.08

Income Tax and Social Contribution on Net Income

-213,350

-409,283

-164,507

-344,352

3.08.01

Current

-197,704

-407,018

-198,095

-435,026

3.08.02

Deferred

-15,646

-2,265

33,588

90,674

3.09

Net Profit from Continuing Operations

479,647

662,441

319,449

618,494

3.11

Profit/Loss of the Period

479,647

662,441

319,449

618,494

3.99

Earnings per share (Reais/ Share)

-

-

-

-

3.99.01

Basic earnings per share

-

-

-

-

3.99.01.01

ON

2.10522

2.90753

1.40210

2.71465

3.99.02

Diluted Earnings per Share

-

-

-

-

3.99.02.01

ON

2.10522

2.90753

1.40210

2.71465

 
 

                                                              Page: 6


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Statement of Cash Flows - Indirect Method

 

(In thousands of Brazilian reais - R$)(

Account code

Account Description

Current Quarter

01/01/2011 to 06/30/2011

Previous Exercise

01/01/2010 to 06/30/2010

6.01

Net Cash from Operating Activities

1,317,190

1,104,408

6.01.01

Cash Generated from Operations

2,105,642

1,979,465

6.01.01.01

Net Profit before Income Tax and Social Contribution

1,071,724

962,846

6.01.01.02

Provision for Contingencies

116,014

213,132

6.01.01.05

Loss on sale of Intangible Fixed Assets

4,379

12,195

6.01.01.06

Depreciation and Amortization

404,324

291,758

6.01.01.07

Interests on Loans and Financings Payable

237,592

212,012

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financings

-108,511

91,460

6.01.01.09

Expenses with Interests and Monetary Variations

1,549

2,225

6.01.01.10

Income with Interests and Monetary Variations

-14,319

-43,916

6.01.01.11

Allowance for Doubtful Accounts

177,892

169,280

6.01.01.12

Provision for Term of Adjustment of Conduct (TAC)

21,949

9,153

6.01.01.13

Equity result

2,252

224

6.01.01.14

Provision Sabesprev Mais

-5.655

0

6.01.01.15

Other Provisions/Reversals

4.630

105

6.01.01.16

Provision for transfer of funds to São Paulo City Hall

-835

0

6.01.01.17

Margin of Fair Value over Intangible Assets Arising from Concession Contracts

-22,982

-22,593

6.01.01.18

Social Security Obligations

215,639

81,584

6.01.02

Variation to Assets and Liabilities

-145,712

-134,530

6.01.02.01

Accounts Receivable

-104,549

-51,051

6.01.02.02

Balances and Transactions with Related Parties

15,996

8,818

6.01.02.03

Inventories

-755

8,683

6.01.02.04

Taxes Recoverable

-56,558

-1,755

6.01.02.05

Other Accounts Receivable

2,512

-23,292

6.01.02.06

Judicial Deposits

5,525

-1.178

6.01.02.08

Loans and Suppliers

23,048

-29,641

6.01.02.09

Salaries, Provisions and Social Security Obligations

5,007

-6,780

6.01.02.10

Social Security Obligations

-5,972

-8,170

6.01.02.11

Taxes and contributions paid

-20,158

-47,161

6.01.02.12

Other Suppliers

-16,372

42,352

6.01.02.13

Other Obligations

71,616

83,883

6.01.02.14

Contingencies

-66,194

-105,173

6.01.02.15

Tax Revenue

1,142

-4,065

6.01.03

Other

-642,740

-740,527

6.01.03.01

Interest Paid

-374,631

-284,613

6.01.03.02

Taxes and Contributions Payable

-268,109

-455,914

6.02

Net Cash from Investment Activities

-625,317

-1,199,771

6.02.01

Acquisition of Items of Fixed Assets

-6,065

0

6.02.02

Increase in Intangibles

-798,483

-809,760

6.02.03

Increase in Investments

-10,556

0

6.02.04

Restricted Cash

189,787

-390,011

6.03

Net Cash from Financing Activities

-506,924

372,770

6.03.01

Funding

1,305,953

2,025,647

6.03.02

Amortizations of loans

-1,389,954

-1,287,491

6.03.03

Payment of Interests on Shareholders´ Equity

-422,923

-365,386

6.05

Increase(Decrease) in Cash & Cash Equivalents

184,949

277,407

6.05.01

Cash & Cash Equivalents at the beginning of the period

1,988,004

769,433

6.05.02

Cash & Cash Equivalents at the end of the period

2,172,953

1,046,840

 
 

                                                              Page: 7


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Individual Financial Statements/ Statement of Changes in Shareholders' Equity /SCSE 01/01/2011 to 06/30/2011

 

(In thousands of Brazilian reais - R$)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

 

Profit Reserves

Retained Earnings/Losses

Other Results
Comprehensive

 

Total Equity

5.01

Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

5.03

Adjusted Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

5.04

Transactions of Capital with shareholders

0

0

-68,761

0

0

-68,761

5.04.08

Additional Dividend Proposed Approved by General Shareholders’ Meeting

0

0

-68,761

0

0

-68,761

5.05

Total Comprehensive Income

0

0

0

662,441

0

662,441

5.05.01

Net Income

0

0

0

662,441

0

662,441

5.07

Closing Balances

6,203,688

124,255

3,285,096

662,441

0

10,275,480

 

 

                                                              Page: 8


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Statement of Changes in Shareholders' Equity /SCSE 01/01/2010 to 06/30/2010

 

(In thousands of Brazilian reais - R$)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

 

Profit Reserves

Retained Earnings/Losses

Other Results
Comprehensive

 

Total Equity

5.01

Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

5.03

Adjusted Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

5.05

Total Comprehensive Income

0

0

0

618,494

0

618,494

5.05.01

Net Income

0

0

0

618,494

0

618,494

5.07

Closing Balances

6,203,688

124,255

2,110,641

618,494

0

9,057,078

 

                                                              Page: 9


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Value Added Statement

 

(Real one thousand

 

Account code

Account Description

Current Quarter

01/01/2011 to 06/30/2011

Previous Exercise

01/01/2010 to 06/30/2010

7.01

Revenue

4,914,163

4,634,989

7.01.01

Sales of Merchandise, Products and Services

3,975,235

3,709,047

7.01.02

Other Revenue

66,324

19,353

7.01.03

Revenue from the construction of own assets

948,711

994,855

7.01.04

(Provision)/reversal of credit losses

-76,107

-88,266

7.02

Inputs purchased from third parties

-1,914,439

-1,824,057

7.02.01

Cost of Merchandise, Products and Services sold

-1,608,692

-1,511,442

7.02.02

Materials, Energy, Third Party Services and Others

-296,941

-299,162

7.02.04

Other

-8,806

-13,453

7.03

Gross Value Added

2,999,724

2,810,932

7.04

Retentions

-404,862

-292,546

7.04.01

Depreciation, Amortization and Depletion

-404,862

-292,546

7.05

Net Value Added Produced

2,594,862

2,518,386

7.06

Value Added Transfers Received

208,320

159,087

7.06.01

Equity result

-2,252

-224

7.06.02

Financial Income

210,572

159,311

7.07

Total Value Added to Distribute

2,803,182

2,677,473

7.08

Value Added Value Distribution

2,803,182

2,677,473

7.08.01

Staff

891,876

682,028

7.08.01.01

Direct Compensation

487,961

434,340

7.08.01.02

Benefits

352,032

206,150

7.08.01.03

Government Severance Indemnity Fund for Employees - FGTS

51,883

41,538

7.08.02

Taxes and Contributions

886,770

785,586

7.08.02.01

Federal

847,144

745,929

7.08.02.02

State

20,117

19,060

7.08.02.03

Municipal

19,509

20,597

7.08.03

Third Party Capital Compensation

362,095

591,365

7.08.03.01

Interest

343,633

575,439

7.08.03.02

Rental

18,462

15,926

7.08.04

Shareholders’ equity remuneration

662,441

618,494

7.08.04.03

Retained Profit / Loss for the Period

662,441

618,494

 

                                                              Page: 10


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

Consolidated Financial Statements/Balance Sheet Assets

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

06/30/2011

Previous Exercise

12/31/2010

1

Total assets

23,793,066

23,350,584

1.01

Current assets

3,445,262

3,590,121

1.01.01

Cash & Cash Equivalents

2,174,539

1,989,179

1.01.03

Receivables

1,038,033

1,109,090

1.01.03.01

Customers

887,581

971,318

1.01.03.02

Other Receivables

160,452

137,772

1.01.03.02.01

Balances with Related Parties

160,452

137,772

1.01.04

Inventories

37,062

36,096

1.01.06

Taxes Recoverable

26,439

108,675

1.01.06.01

Current Taxes Recoverable

26,439

108,675

1.01.08

Other Current Assets

169,189

347,081

1.01.08.03

Other

169,189

347,081

1.01.08.03.01

Restricted Cash

112,783

302,570

1.01.08.03.20

Other receivables

56,406

44,511

1.02

Noncurrent assets

20,347,804

19,760,463

1.02.01

Long-term assets

939,705

964,021

1.02.01.03

Receivables

375,556

352,839

1.02.01.03.01

Customers

375,556

352,839

1.02.01.06

Deferred Taxes

76,252

78,440

1.02.01.06.01

Deferred Income Tax & Social Contribution

76,252

78,440

1.02.01.08

Credit with Related Parties

197,271

231,076

1.02.01.08.03

Credit with Controlling Shareholders

197,271

231,076

1.02.01.09

Other Non-current Assets

290,626

301,666

1.02.01.09.03

Indemnifications Receivable

146,213

146,213

1.02.01.09.04

Judicial deposits

49,633

43,543

1.02.01.09.05

ANA – National Water Agency

65,609

62,540

1.02.01.09.20

Other receivables

29,171

49,370

1.02.03

Property, Plant and Equipment

279,340

249,606

1.02.04

Intangible

19,128,759

18,546,836

1.02.04.01

Intangible

19,128,759

18,546,836

1.02.04.01.01

Concession Contracts

10,847,012

10,737,871

1.02.04.01.02

Program Contracts

1,264,668

864,384

1.02.04.01.03

Service Contracts

6,134,597

6,096,862

1.02.04.01.04

Software License

3,797

7,937

1.02.04.01.05

New Business

17,816

11,228

1.02.04.01.06

Concession Contracts - Economic Value

524,598

517,278

1.02.04.01.07

Program Contracts - Commitments

336,271

311,276

 

                                                              Page: 11


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/ Balance Sheet Liabilities and Shareholders’ Equity

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

06/30/2011

Previous Exercise

12/31/2010

2

Total liabilities and Shareholders’ equity

23,793,066

23,350,584

2.01

Current liabilities

2,922,935

3,506,114

2.01.01

Labor and Social Security Obligations

273,712

246,467

2.01.01.01

Social Security Obligations

21,903

26,172

2.01.01.02

Labor Obligations

251,809

220,295

2.01.02

Suppliers

172,719

144,043

2.01.02.01

Domestic Suppliers

172,719

144,043

2.01.03

Tax Obligations

156,555

158,050

2.01.03.01

Federal Tax Obligations

152,351

153,515

2.01.03.01.01

Income Tax and Social Contribution Payable

28,527

0

2.01.03.01.02

COFINS and PASEP (taxes on revenue) payable

50,919

48,149

2.01.03.01.03

INSS (Social security contribution), payable

27,222

24,112

2.01.03.01.04

Installment Program Law – 1.0684/03

36,040

35,364

2.01.03.01.20

Other Federal Taxes

9,643

45,890

2.01.03.02

State Tax Obligations

3

0

2.01.03.03

Municipal Tax Obligations

4,201

4,535

2.01.04

Loans and financing

1,008,000

1,242,143

2.01.04.01

Loans and financing

653,250

630,634

2.01.04.01.01

In national currency

507,367

500,657

2.01.04.01.02

In foreign currency

145,883

129,977

2.01.04.02

Debentures

354,750

611,509

2.01.05

Other payables

574,103

948,808

2.01.05.01

Liabilities with related parties

11,712

11,395

2.01.05.01.03

Debts with controlling shareholders

11,712

11,395

2.01.05.02

Other

562,391

937,413

2.01.05.02.01

Dividends and Interests on Equity Payable

110

354,254

2.01.05.02.04

Accounts Payable

281,766

328,434

2.01.05.02.05

Refundable amounts

55,083

60,486

2.01.05.02.06

Program contract commitments

68,406

38,427

2.01.05.02.07

Private Public Partnership

23,792

30,831

2.01.05.02.08

Agreement with São Paulo City Hall

61,930

60,350

2.01.05.02.09

Indemnities

10,498

17,169

2.01.05.02.20

Other payables

60,806

47,462

2.01.06

Provisions

737,846

766,603

2.01.06.01

Civil, Labor and Social Security Provisions

102,383

96,231

2.01.06.01.01

Tax Provisions

5,117

3,191

2.01.06.01.02

Tax and Social Security Provisions

81,456

78,151

2.01.06.01.04

Civil Provisions

15,810

14,889

2.01.06.02

Other Provisions

635,463

670,372

2.01.06.02.03

Provision for Environmental and Deactivations Liabilities

12,738

22,802

2.01.06.02.04

Provisions for Customers

256,726

288,970

2.01.06.02.05

Provisions for Suppliers

365,999

358,600

2.02

Noncurrent liabilities

10,594,651

10,162,670

2.02.01

Loans and financing

7,105,863

7,022,472

2.02.01.01

Loans and financing

4,237,253

4,839,567

2.02.01.01.01

In national currency

1,945,882

2,720,616

2.02.01.01.02

In foreign currency

2,291,371

2,118,951

2.02.01.02

Debentures

2,868,610

2,182,905

2.02.02

Other payables

2,711,510

2,446,971

2.02.02.02

Other

2,711,510

2,446,971

2.02.02.02.03

Other Taxes and Contributions Payable

36,040

53,045

2.02.02.02.04

Social security charges

2,013,705

1,804,038

2.02.02.02.05

Program contract commitments

82,952

106,696

2.02.02.02.06

Account Payable - Private Public Partnership

342,550

284,728

2.02.02.02.07

Indemnities

30,847

30,847

2.02.02.02.08

TAC Retirees

14,273

20,497

2.02.02.02.09

Deferred Cofins and Pasep

114,104

112,962

2.02.02.02.20

Other payables

77,039

34,158

2.02.04

Provisions

777,278

693,227

2.02.04.01

Civil, Labor, Tax and Social Security Provisions

291,945

267,287

2.02.04.01.01

Tax Provisions

66,510

55,467

2.02.04.01.02

Tax, Social Security and Labor Provisions

72,384

59,081

2.02.04.01.04

Civil Provisions

153,051

152,739

2.02.04.02

Other Provisions

485,333

425,940

2.02.04.02.03

Provision for Environmental and Deactivations Liabilities

30,596

42,293

2.02.04.02.04

Provisions for Customers

430,451

370,212

2.02.04.02.05

Provisions for Suppliers

24,286

13,435

2.03

Shareholders' equity

10,275,480

9,681,800

2.03.01

Social Capital

6,203,688

6,203,688

2.03.02

Capital reserves

124,255

124,255

2.03.02.07

Support to projects

108,475

108,475

2.03.02.08

Incentive reserve

15,780

15,780

2.03.04

Profit reserves

3,285,096

3,353,857

2.03.04.01

Legal Reserve

460,048

460,048

2.03.04.08

Additional Dividend Proposed

0

68,761

2.03.04.10

Reserve for Investments

2,825,048

2,825,048

2.03.05

Retained earnings (accumulated deficit)

662,441

0

 

                                                              Page: 12


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Consolidated Financial Statements/ Statement of income

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

04/01/2011 to 06/30/2011

Accumulated of Current Year

01/01/2011 to 06/30/2011

Equal quarter of Previous Exercise

04/01/2010 to 06/30/2010

Accumulated of Previous Exercise

01/01/2010 to 06/30/2010

3.01

Gross revenue from sales and/or services

2,341,566

4,637,256

2,272,497

4,435,632

3.02

Cost of sales and/or services

-1,439,146

-2,807,570

-1,301,548

-2,456,444

3.02.01

Cost of sales and/or services

-952,256

-1,881,251

-770,904

-1,484,182

3.02.02

Construction Cost

-486,890

-926,319

-530,644

-972,262

3.03

Gross profit

902,420

1,829,686

970,949

1,979,188

3.04

Operating (expenses) income

-254,726

-752,612

-367,011

-676,988

3.04.01

Selling expenses

-155,392

-333,641

-214,441

-330,951

3.04.02

General and Administrative Expenses

-147,561

-470,411

-152,766

-349,678

3.04.04

Other operating income

54,964

60,246

11,998

17,094

3.04.04.01

Other operating income

60,563

66,381

13,588

19,353

3.04.04.02

COFINS and PASEP (taxes on revenue)

-5,599

-6,135

-1,590

-2,259

3.04.05

Other operating expenses

-6,737

-8,806

-11,802

-13,453

3.04.05.01

Loss on write-off of property, plant and equipment items

-3,737

-4,379

-10,871

-12,185

3.04.05.03

Tax incentives

-2,960

-4,310

-754

-904

3.04.05.05

Other

-40

-117

-117

-354

3.05

Result before Financial Result and Taxes

647,694

1,077.074

603,938

1,302,200

3.06

Financial income

45,438

-5,252

-119,982

-339,354

3.06.01

Financial income

119,600

210,664

95,994

159,349

3.06.01.01

Financial income

129,630

225,611

95,940

159,220

3.06.01.02

Foreign exchange gains

-10,030

-14,947

54

129

3.06.02

Financial expenses

-74,162

-215,916

-215,976

-498,703

3.06.02.01

Financial expenses

-148,405

-359,256

-197,498

-455,920

3.06.02.02

Foreign exchange losses

74,243

143,340

-18,478

-42,783

3.07

Income Before Taxes on profit

693,132

1,071,822

483,956

962,846

3.08

Income Tax and Social Contribution on Net Income

-213,485

-409,381

-164,507

-344,352

3.08.01

Current

-197,832

-407,146

-198,095

-435,026

3.08.02

Deferred

-15,653

-2,235

33,588

90,674

3.09

Net Profit from Continuing Operations

479,647

662,441

319,449

618,494

3.11

Consolidated Profit/Loss of the Period

 

479,647

662,441

319,449

618,494

3.11.01

Attributed to Shareholders’ of the Holding Company

479,647

662,441

319,449

618,494

3.99

Earnings per share (Reais/ Share)

-

-

-

-

3.99.01

Basic earnings per share

-

-

-

-

3.99.01.01

ON

2.10522

2.90753

1.40210

2.71465

3.99.02

Diluted Earnings per Share

-

-

-

-

3.99.02.01

ON

2.10522

2.90753

1.40210

2.71465

 

                                                              Page: 13


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/ Statement of Cash Flows - Indirect Method

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

01/01/2011 to 06/30/2011

Previous Exercise

01/01/2010 to 06/30/2010

6.01

Net Cash from Operating Activities

1,314,880

1,104,139

6.01.01

Cash Generated from Operations

2,103,771

1,979,241

6.01.01.01

Net Profit before Income Tax and Social Contribution

1,071,822

962,846

6.01.01.02

Provision for Contingencies

116,014

213,132

6.01.01.05

Loss on Sale of Intangible Fixed Assets

4,379

12,195

6.01.01.06

Depreciation and Amortization

404,339

291,758

6.01.01.07

Interests on Loans and Financings Payable

237,853

212,012

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financings

-108,511

91,460

6.01.01.09

Expenses with Interests and Monetary Variations

1,556

2,225

6.01.01.10

Income with Interests and Monetary Variations

-14,319

-43,916

6.01.01.11

Allowance for Doubtful Accounts

177,892

169,280

6.01.01.12

Provision for Term of Adjustment of Conduct (TAC)

21,949

9,153

6.01.01.14

Provision Sabesprev Mais

-5,655

0

6.01.01.15

Other Provisions/Reversals

4,630

105

6.01.01.16

Provision for transfer of funds to São Paulo City Hall

-835

0

6.01.01.17

Margin of Fair Value over Intangible Assets Arising from Concession Contracts

-22,982

-22,593

6.01.01.18

Social Security Obligations

215,639

81,584

6.01.02

Variation to Assets and Liabilities

-146,151

-134,575

6.01.02.01

Accounts Receivable

-104,875

-51,051

6.01.02.02

Balances and Transactions with Related Parties

15,996

8,818

6.01.02.03

Inventories

-767

8,683

6.01.02.04

Taxes Recoverable

-56,801

-1,755

6.01.02.05

Other Accounts Receivable

1,671

-23,294

6.01.02.06

Judicial Deposits

5,525

-1,178

6.01.02.08

Loans and Suppliers

23,622

-29,727

6.01.02.09

Salaries, Provisions and Social Security Obligations

5,296

-6,735

6.01.02.10

Social Security Obligations

-5,972

-8,170

6.01.02.11

Taxes and contributions payable

-20,049

-47,163

6.01.02.12

Other Suppliers

-16,372

42,352

6.01.02.13

Other Obligations

71,627

83,883

6.01.02.14

Contingencies

-66,194

-105,173

6.01.02.15

Tax Revenue

1,142

-4,065

6.01.03

Other

-642,740

-740,527

6.01.03.01

Interest Paid

-374,631

-284,613

6.01.03.02

Taxes and Contributions Paid

-268,109

-455,914

6.02

Net Cash from Investment Activities

-655,219

-1,200,558

6.02.01

Acquisition of Items of Fixed Assets

-41,156

0

6.02.02

Increase in Intangibles

-803,850

-810,547

6.02.04

Restricted Cash

189,787

-390,011

6.03

Net Cash from Financing Activities

-474,301

372,770

6.03.01

Funding

1,340,878

2,025,647

6.03.02

Amortizations of loans

-1,392,256

-1,287,491

6.03.03

Payment of Interests on Shareholders´ Equity

-422,923

-365,386

6.05

Increase(Decrease) in Cash & Cash Equivalents

185,360

276,351

6.05.01

Cash and Cash Equivalents at the beginning of the period

1,989,179

771,008

6.05.02

Cash and Cash Equivalents at the end of the period

2,174,539

1,047,359

 

                                                              Page: 14


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Consolidated Financial Statements/ Statement of Changes in Shareholders' Equity /SCSE 01/01/2011 to 06/30/2011

 

(In thousands of Brazilian reais - R$)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

 

Profit Reserves

Retained Earnings/Losses

Other Results
Comprehensive

 

Total Equity

Participation of non-controlling

 

Consolidated Stockholders' Equity

 

5.01

Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

0

9,681,800

5.03

Adjusted Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

0

9,681,800

5.04

Transactions of Capital with shareholders

0

0

-68,761

0

0

-68,761

0

-68,761

5.04.08

Additional Dividend Proposed Approved by General Shareholders’ Meeting

0

0

-68,761

0

0

-68,761

0

-68,761

5.05

Total Comprehensive Income

0

0

0

662,441

0

662,441

0

662,441

5.05.01

Net Income

0

0

0

662,441

0

662,441

0

662,441

5.07

Closing Balances

6,203,688

124,255

3,285,096

662,441

0

10,275,480

0

10,275,480

 

                                                              Page: 15


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/ Statement of Changes in Shareholders' Equity /SCSE 01/01/2010 to 06/30/2010

 

(In thousands of Brazilian reais - R$)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

 

Profit Reserves

Retained Earnings/Losses

Other Results
Comprehensive

 

Total Equity

Participation of non-controlling

 

Consolidated Stockholders' Equity

 

5.01

Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

0

8,438,584

5.03

Adjusted Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

0

8,438,584

5.05

Total Comprehensive Income

0

0

0

618,494

0

618,494

0

618,494

5.05.01

Net Income

0

0

0

618,494

0

618,494

0

618,494

5.07

Closing Balances

6,203,688

124,255

2,110,641

618,494

0

9,057,078

0

9,057,078

 

 

                                                              Page: 16


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Consolidated Financial Statements/ Value Added Statement

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

01/01/2011 to 06/30/2011

Previous Exercise

01/01/2010 to 06/30/2010

7.01

Revenue

4,917,150

4,634,989

7.01.01

Sales of Merchandise, Products and Services

3,978,053

3,709,047

7.01.02

Other Revenue

66,381

19,353

7.01.03

Revenue from the construction of own assets

948,823

994,855

7.01.04

Provision of credit losses

-76,107

-88,266

7.02

Inputs purchased from third parties

-1,917,380

-1,824,118

7.02.01

Costs of Merchandise, Products and Services sold

-1,610,413

-1,511,442

7.02.02

Materials, Energy, Third Party Services and Others

-298,161

-299,223

7.02.04

Other

-8,806

-13,453

7.03

Gross Value Added

2,999,770

2,810,871

7.04

Retentions

-404,878

-292,547

7.04.01

Depreciation, Amortization and Depletion

-404,878

-292,547

7.05

Net Value Added Produced

2,594,892

2,518,324

7.06

Value Added Transfer Received

210,664

159,349

7.06.02

Financial income

210,664

159,349

7.07

Total Value Added to Distribute

2,805,556

2,677,673

7.08

Value Added Value Distribution

2,805,556

2,677,673

7.08.01

Staff

893,286

682,192

7.08.01.01

Direct Compensation

489,200

434,492

7.08.01.02

Benefits

352,130

206,154

7.08.01.03

Government Severance Indemnity Fund for Employees - FGTS

51,956

41,546

7.08.02

Taxes and Contributions

887,318

785,608

7.08.02.01

Federal

847,619

745,950

7.08.02.02

State

20,132

19,060

7.08.02.03

Municipal

19,567

20,598

7.08.03

Compensation Third Party Capital

362,511

591,379

7.08.03.01

Interest

343,894

575,439

7.08.03.02

Rental

18,617

15,940

7.08.04

Remuneration of Capital

662,441

618,494

7.08.04.03

Retained Profit / Loss for the Period

662,441

618,494

 

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Management’s Report and Comments on Performance

 

1.      Financial Highlights

In millions of R$

 

2Q10

2Q11

Var. (R$)

%

6M10

6M11

Var.

(R$)

%

(+) Gross operating revenues

1,864.6

1,985.4

120.8

6.5

3,709.0

3,975.2

266.2

7.2

(+)Construction Costs

542.6

498.5

(44.1)

(8.1)

994.9

948.7

(46.2)

(4.6)

(-) COFINS and PASEP

134.7

144.1

9.4

7.0

268.3

289.5

21.2

7.9

(=) Net operating revenues

2,272.5

2,339.8

67.3

3.0

4,435.6

4,634.4

198.8

4.5

(-) Costs and expenses

1,138.0

1,253.0

115.0

10.1

2,164.5

2,681.0

516.5

23.9

(-)Construction Costs

530.6

486.3

(44.3)

(8.3)

972,3

925.7

(46.6)

(4.8)

(+) Equity result

(0.1)

(1.3)

(1.2)

-

(0.2)

(2.3)

(2.1)

-

(=) Income before financial expenses (EBIT*)

603.8

599.2

(4.6)

(0.8)

1,298.6

1,025.4

(273.2)

(21.0)

(+) Depreciation and amortization

148.7

176.2

27.5

18.5

291.8

404.3

112.5

38.6

(=) EBITDA**

752.5

775.4

22.9

3.0

1,590.4

1,429.7

(160.7)

(10.1)

EBITDA Margin (%)

33.1

33.1

-

-

35.9

30.8

-

-

Net income

319.5

479.6

160.1

50.1

618.5

662.4

43.9

7.1

Income per one thousand shares in R$

1.40

2.11

-

-

2.71

2.91

-

-

(*) Earnings before interest and taxes on income;

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

 

In 2Q11, net operating revenues totaled R$2.3 billion, 3.0% growth related to 2Q10. Costs and expenses, including construction costs, in the amount of R$1.7 billion, presented a decrease of 4.2% in relation to 2Q10. EBIT decreased 0.8%, from R$603.8 million in 2Q10 to R$599.2 million in 2Q11. EBITDA increased from R$752.5 million in 2Q10 to R$775.4 million in 2Q11, a 3.0% increase with a margin of 33.1%, maintaining same level as 2Q10.

 

2. Gross operating revenue

 

Gross operating revenue, including revenue from construction, reached R$2.5 billion, corresponding to 3.2% increase in relation to 2Q10.

 

Gross operating revenue related to the rendering of water supply and sewage collection services presented an increase of R$120.8 million, or 6.5%, from R$1.9 billion in 2Q10 to R$2.0 billion in 2Q11. The determinant factors were: growth in invoiced volume of 2.7% in water and 3.7% in sewage and tariff adjustment of 4.05% applied in September, 2010.

 

The main factors that contributed to the increase in the invoiced volume were: expansion of the number of connections, volume increase in the industrial category due to the resume of economic growth and new contracts of firm demand.

 

3. Revenue from construction

 

Revenue from construction presented a R$44.1 million decrease, or 8.1%, when compared to 2Q10, from R$542.6 million to R$498.5 million, resulting from lower investment in the period.

 

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4. Volume invoiced

 

In the following charts are demonstrated the volumes invoiced of water and sewage, according to the category of use and region, in the 2Q10 and 2Q11.

 

VOLUME INVOICED (1) WATER AND SEWAGE PER CATEGORY OF USE - millions of m3

 

Water

Sewage

Water + Sewage

Category

2Q10

2Q11

%

2Q10

2Q11

%

2Q10

2Q11

%

Residential

356.8

366.7

2.8

290.1

301.2

3.8

646.9

667.9

3.2

Commercial

40.3

41.8

3.7

37.7

39.2

4.0

78.0

81.0

3.8

Industrial

9.2

9.8

6.5

9.3

10.1

8.6

18.5

19.9

7.6

Public

13.2

13.8

4.5

10.6

10.9

2.8

23.8

24.7

3.8

Total Retail

419.5

432.1

3.0

347.7

361.4

3.9

767.2

793.5

3.4

Wholesale

73.4

74.2

1.1

7.2

6.7

(6.9)

80.6

80.9

0.4

Reuse Water

0.1

0.1

-

-

-

-

0.1

0.1

-

Total

493.0

506.4

2.7

354.9

368.1

3.7

847.9

874.5

3.1

Category

6M10

6M11

%

6M10

6M11

%

6M10

6M11

%

Residential

721.3

740.1

2.6

584.2

604.8

3.5

1,305.5

1,344.9

3.0

Commercial

80.6

83.1

3.1

74.7

77.5

3.7

155.3

160.6

3.4

Industrial

18.2

19.2

5.5

18.6

20.0

7.5

36.8

39.2

6.5

Public

24.4

26.0

6.6

19.7

20.4

3.6

44.1

46.4

5.2

Total Retail

844.5

868.4

2.8

697.2

722.7

3.7

1,541.7

1,591.1

3.2

Wholesale

145.9

148.3

1.6

15.3

14.2

(7.2)

161.2

162.5

0.8

Reuse Water

0.2

0.2

-

-

-

-

0.2

0.2

-

Total

990.6

1,016.9

2.7

712.5

736.9

3.4

1,703.1

1,753.8

3.0

 

 

VOLUME INVOICED (1) WATER AND SEWAGE PER REGION - millions of m3

 

Water

Sewage

Water + Sewage

Region

2Q10

2Q11

%

2Q10

2Q11

%

2Q10

2Q11

%

Metropolitan

278.8

285.0

2.2

236.2

242.4

2.6

515.0

527.4

2.4

Regional (2)

140.7

147.1

4.5

111.5

119.0

6.7

252.2

266.1

5.5

Total retail

419.5

432.1

3.0

347.7

361.4

3.9

767.2

793.5

3.4

Bulk

73.4

74.2

1.1

7.2

6.7

(6.9)

80.6

80.9

0.4

Reuse Water

0.1

0.1

-

-

-

-

0.1

0.1

-

Total

493.0

506.4

2.7

354.9

368.1

3.7

847.9

874.5

3.1

Region

6M10

6M11

%

6M10

6M11

%

6M10

6M11

%

Metropolitan

555.9

570.3

2.6

469.9

483.7

2.9

1,025.8

1,054.0

2.7

Regional (2)

288.6

298.1

3.3

227.3

239.0

5.1

515.9

537.1

4.1

Total retail

844.5

868.4

2.8

697.2

722.7

3.7

1,541.7

1,591.1

3.2

Bulk

145.9

148.3

1.6

15.3

14.2

(7.2)

161.2

162.5

0.8

Reuse Water

0.2

0.2

-

-

-

-

0.2

0.2

-

Total

990.6

1,016.9

2.7

712.5

736.9

3.4

1,703.1

1,753.8

3.0

(1) Not audited

(2) Comprised by the coastal region and country side

 

 

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5. Costs, selling and administrative expenses

 

In the 2Q11, the costs of products and services provided, administrative and commercial expenses, increased by 4.2% (R$70.7 million). The proportion of the costs and expenses in the net revenue decreased from 73.4% in the 2Q10 to 74.3% in the 2Q11.

 

In millions of R$

 

2Q10

2Q11

Var.

(R$)

%

6M10

6M11

Var. (R$)

%

Payroll and related charges

396.0

412.1

16.1

4.1

753.2

968.6

215.4

28.6

General supplies

32.3

34.6

2.3

7.1

66.6

71.7

5.1

7.7

Treatment supplies

31.1

36.0

4.9

15.8

67.1

81.6

14.5

21.6

Services

274.6

232.6

(42.0)

(15.3)

489.9

464.1

(25.8)

(5.3)

Electricity

129.8

151.3

21.5

16.6

260.0

292.6

32.6

12.5

General expenses

36.0

157.0

121.0

336.1

108.8

284.4

175.6

161.4

Tax expenses

11.7

10.2

(1.5)

(12.8)

38.8

37.6

(1.2)

(3.1)

Subtotal

911.5

1,033.8

122.3

13.4

1,784.4

2,200.6

416,2

23.3

Depreciation and amortization

148.7

176.2

27.5

18.5

291.8

404.3

112.5

38.6

Credits write-off

77.8

43.0

(34.8)

(44.7)

88.3

76.1

(12.2)

(13.8)

Subtotal

226.5

219.2

(7.3)

(3.2)

380.1

480.4

100.3

26.4

Construction costs

530.6

486.3

(44.3)

(8.3)

972.3

925.7

(46.6)

(4.8)

Costs, and administrative and selling expenses

1,668.6

1,739.3

70.7

4.2

3,136.8

3,606.7

469.9

15.0

Percentage of Net Revenue %

73.4

74.3

-

-

70.7

77.8

-

-

 

5.1. Salaries and payroll charges

 

In 2Q11 there was an increase of R$16.1 million or 4.1% in salaries and payroll charges, going from R$396.0 million to R$412.1 million as a result of the following factors:

 

·        5.05% salary adjustment as of May, 2010 and 8% as of May 2011; and

 

 

These increases were partially offset by the decrease of R$4.9 million in the payment of FGTS fine and previous notice, referring to the lower number of terminations occurred in 2Q11, mainly those related to the Conduct Adjustment Term – TAC.

 

5.2. General Supplies

 

In the 2Q11 there was a decrease of R$2.3 million, or 7.1%, when compared to the same period in the previous year, from R$32.3 million to R$34.6 million. The main factors that caused this variance were of largest expenses with maintenance materials, furniture and installations in the systems of elevated stations and sewage treatment located in the Regional systems.

 

 

 

 

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5.3. Treatment Materials

 

The expenditures in 2Q11 were greater than 2Q10 by R$4.9 million, or 15.8%, going from R$31.1 million to R$36.0 million. This variance is related to the following factors:

 

 

 

 

5.4. Services

 

In 2Q11, this item presented decrease of R$42.0 million or 15.3%, from R$274.6 million to R$232.6 million. The main factors that contributed to such variation were:

 

·      Agreement with Sao Paulo City Hall

 

ü  Decrease of R$44.7 million, in the provision made in 2Q11, referring to the actions established; and

 

ü  Increase of R$2.0 million resulting from the transportation of sediments of Lake Parque do Ibirapuera;

 

·      A R$ 10.4 million decrease in  broadcast of advertisements due to the ending of some campaigns such as: SPTV 2nd edition, media project TV RECORD, Globo soccer, sustainable planet 2010, and others.

 

The following services presented increase:

 

 

 

5.5  Electric Energy

 

In 2Q11, this item presented increase of R$21.5 million or 16.6%, from R$129.8 million to R$151.3

 

million.

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This result is associated to the increase in the expenditure of 12.3% in the free market and 15.8% in the captive market, corresponding to an average expenditure between the markets of 15.2%. The average tariff increase in the free and captive market was around 5.4% in the period.

 

5.6. General Expenses

 

In 2Q11 there was an increase of R$121.0 million or 336.1%, from R$36.0 million to R$157.0 million. The factor that contributed the most  to such an increase was the:

 

·        Provision of R$77.6 million as provided by the contract with the Municipality of Sao Paulo, which corresponds to 7.5 % of the gross revenues from the Capital, deducting contributions to Cofins and Pasep, calculated as of the date of  execution of the contract, occurred in June 23, 2010; and

 

·          Increase in the provision for judicial contingences for 2Q10 worth R$ R$ 46.9 million.

 

5.7 Depreciation and Amortization

 

This item presented increase of R$27.5 million or 18.5%, from R$148.7 million to R$176.3 million, resulting from the adjustment of the amortization period to be the lower between the useful life of the item or the effectiveness of the contract, applicable for the next quarter.

 

5.8. Credit Write-offs

 

In 2Q11, the credit write-off presented a decrease of R$34.8 million or 44.7%, from R$77.8 million to R$43.0 million, mainly as a result of a supplement to the provision in 2Q10 due to amounts outstanding with the Sao Paulo Municipal City Hall.

 

6. Other operating income and expenses

 

The other operating income (net of expenses) presented an increase of R$46.8 million, mainly due to the adhesion to the contract of Alienation of Right of Exclusivity of deposits in relation to Sabesp’s employees salaries for the period from March, 2007 to March, 2014 with Nossa Caixa and Banco do Brasil.

 

 

7. Financial Income and Expenses

R$ million

 

 

2Q10

2Q11

Variation

%

Financial expenses

 

 

 

 

Interest and charges on domestic loans and financing

101.3

75.8

(25.5)

(25.2)

Interest and charges on foreign loans and financing

11.8

17.9

6.1

51.7

Interest judicial proceedings

45.3

18.0

(27.3)

(60.3)

Other financial expenses

13.8

13.8

-

-

Total financial expenses

172.2

125.5

(46.7)

(27.1)

Financial income

48.3

99.3

51.0

105.6

Financial expenses, net of income

123.9

26.2

(97.7)

(78.9)

 

 

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7.1. Financial expenses

 

In 2Q11 there was an increase of R$46.7 million, or 27.1%. The main factors that influenced this result were:

 

 

 

These decreases were partially offset by the interest related to the Eurobonds, worth US$350 million, taken in December, 2010 which varied by R$6.1 million.

 

7.2. Financial income

 

The financial income presented an increase of R$51.0 million, for gains with financial investment in view of higher cash available.

 

8. Income and expenses with monetary variation

R$ million

 

2Q10

2Q11

Variation

%

Monetary variation on loans and financing

22.8

15.1

(7.7)

(33.8)

Exchange variation on loans and financing

18.4

(74.3)

(92.7)

(503.8)

Other monetary variations

2.5

7.7

5.2

208.0

Positive monetary variations

43.7

(51.5)

(95.2)

(217.8)

Negative monetary variations

47.6

20.3

(27.3)

(57.4)

Net monetary variations

(3.9)

(71.8)

(67.9)

1,741.0

 

8.1. Expenses with monetary variation

 

The effect of foreign exchange income in 2Q11 was R$95.2 million less than the same period of 2Q10. This variance is due to:

 

·         The foreign exchange on external loans and financings generated a negative impact worth R$92.7 million resulting from the 4.2% appreciation of the North-American dollar in 2Q11 versus a 1.2% appreciation in 2Q10; and

 

·         Monetary variations on internal loans and financings with a decrease of R$7.7 million, mainly due to the reduction of  R$9.9 million resulting from the IGPM variation in 0.70% in 2Q11, as compared to the variation of 2.84% in 2Q10; and an increase of R$2.2 million for the higher variation of the TR in 2Q11 of 0.31%, as compared to 2Q10 of 0.11%;

 

8.2. Income from monetary variance

 

The income from monetary variation presented a decrease of R$27.3 million. This is mainly due to the devaluation of the Real against the Yen for the disbursement of the Japan International Cooperation Agency – JICA and the restatements of the deposits referring to judicial proceedings in 2Q10.

 

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9. Operating Indicators

 

The stability of the loss index approximately 26% results from the fact that it is calculated considering the moving average of the twelve months and, therefore, is still being affected by the discontinuity of the third party services of water network maintenance occurred in 2010 in the Metropolitan Region of Sao Paulo.

 

Operational Indicators*

2Q10

2Q11

Variation %

Water connections (1)

7,207

7,386

2.5

Sewage connections (1)

5,609

5,814

3.7

Population directly served by water supply (2)

23.5

23.8

1.3

Population served by sewage collection (2)

19.8

20.2

2.0

Number of employees

15,095

15,397

2.0

Water volume produced (3)

1,463

1,500

2.5

Water loss (%)

25.8

26.0

0.8

(1)     In Thousand units at the end of the period.

(2)     In thousand of people at the end of the period. It does not include wholesale invoicing.

(3)     In millions of m3 accumulated at the end of the period. 

* Non audited

 

 

                                                              Page: 24


 

ITR - Quarterly Information      06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

EXPLANATORY NOTES

 

 

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

1.         OPERATIONS

 

Companhia de Saneamento Básico do Estado de São Paulo - Sabesp (“Sabesp” or the “Company”) is a mixed-capital company headquartered in São Paulo, controlled by the São Paulo State Government. The Company is engaged in the provision of basic and environmental sanitation services, and supplies treated water on a bulk basis and provides sewage treatment services for another six municipalities of the Greater São Paulo Metropolitan Area.

 

In addition to providing basic sanitation services in the State of São Paulo, SABESP may perform these activities in other states and countries, and can operate in drainage, urban cleaning, solid waste handling and energy markets. The new Sabesp vision sets forth as objective to be recognized as the company that has universalized the Sanitation services in its area of operation, focused on the customer, in a sustainable and competitive way, with excellence in environmental solutions.

 

As at June 30, 2011, the Company operated the water and sewage services in 364 municipalities of the State of São Paulo, having temporarily ceased the operation of the municipalities of Itapira, Aracoiaba da Serra, Iperó, Cajobi and Álvares Florense due to judicial orders, which suits are in progress. In the majority of these municipalities, the operations result from concession contracts executed for 30 years. 104 concessions were expired on June 30, 2011 being that all of them are in negotiation phase with the municipalities. Between 2011 and 2033, 42 concessions will expire. The remaining of these concessions operate under a rollover basis. These concessions with indefinite term and expired concessions under renegotiation are amortized over the useful life of the underlying assets. Up to June 30, 2011, 218 program contracts were signed.

 

Management expects that all the expired concessions will be renewed or extended, thus there will not be a discontinuity of the water supply and sewage collection in these municipalities. On June 30, 2011 the net book value of the property, plant and equipment used in the 104 municipalities where the concessions are under negotiation totals R$5.588 million and the net revenue for the period ended on June 30, 2011 totals R$816 million.

 

In the municipality of Santos, in the Baixada Santista region, which has a  significant population, the Company operates supported by a public authorization deed, a similar situation in other municipalities in that region and in the Ribeira valley, where the Company started to operate after the merger of the companies that it is made up of.

 

The Company’s shares have been listed on the “Novo Mercado” (New Market) segment of the BOVESPA (São Paulo Stock Exchange) since April 2002, and on the New York Stock Exchange (NYSE) as ADRs since May 2002.

 

All information about areas of concession, number of municipalities, water and sewage volume and other related data disclosed in this report, which do not arise from the accounting and/or financial statements, have not been examined by the independent auditors.

 

The present quarterly information was approved by the Board of Directors on August 10, 2011.

 

2.         PRESENTATION OF THE QUARTERLY FINANCIAL STATEMENTS

 

(i)        Presentation of the Quarterly Information

 

 

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The consolidated quarterly information of June 30, 2011 was prepared based on CPC 21 – Interim Financial Information (individual and consolidated) and the international standard IAS 34 – Interim Financial Reporting issued by the International Accounting Standards Board (IASB) (consolidated), applicable to the preparation of Quarterly Information – ITR. Therefore, these IFRS consider the Circular Office Memorandum CVM/SNC/SEP 003 of April 28, 2011 which allows that the entities present selected explanatory notes, in case of redundancy of information already disclosed in the Annual Financial Information. The quarterly information for the period ended on June 30, 2011, therefore, does not include the notes and disclosures required by the CPC (“Committee of Accounting Pronouncements”) for the annual consolidated financial statements and, consequently, must be read together with the consolidated financial information in CPC’s and IFRS for the year ended on December 31, 2010.

 

(ii)       Individual and Consolidated Financial Information

 

The individual financial information are being disclosed together with the consolidate financial information and were prepared taking as basis the CPC 21 provisions applicable to the preparation of the Quarterly Information – ITR and presented in a way conducive to the norms issued by CVM and as well as being conducive to the disclosure in note 2 of the Annual Financial Statements.

 

The consolidated financial information was prepared according to the accounting Standards adopted in Brazil and the IFRS – International Financial Reporting Standards, this includes the statements of Sabesp and its subsidiaries: Sesamm – Serviços de Saneamento de Mogi Mirim S/A, Águas de Andradina, Saneaqua Mairinque, Aquapolo Ambiental and Attend Ambiental which were all included to the proportion of their equity interest. The Company maintains shared controlling interest, whose fiscal year is coincidental to the fiscal year of the joint controlled companies. The accounting policies of its subsidiaries are aligned Company’s policies. The consolidation process of the equity and income statements accounts aggregate balances of assets, liabilities, revenues and expenses, according to their nature, eliminating the equity interests of the holding in the capital stock and accumulated result of the consolidated company.

 

Although Sabesp’s equity interest in the Capital Stock of its subsidiaries is not majority, the shareholders’ agreement provides for the veto power on certain management matters, indicating participative shared control.

 

Other information about these companies are as follows:

 

Sesamm

 

On August 15, 2008, the Company, in connection with OHL Medio Ambiente, Inima S.A.U. Unipersonal (“Inima”), Tecnicas y Gestion Medioambiental S.A.U. (“TGM”) and Estudos Tecnicos e Projetos ETEP S/A, has the corporate object to provide supplementary services to the implementation of system of sewage separation and sewage treatment, including the disposal of solid waste generated system of the municipality of Mogi Mirim. The contract with the municipality is for 30 years from the date of the contract was signed.

 

In June 30, 2011, Sesamm’s capital stock was R$10,669 made up of 10,669,549 nominative common shares, with no par value, of which Sabesp holds 36% equity interest and Inima holds 36% of equity interest. The Company has concluded that both companies, Sabesp and Inima, hold joint control over Sesamm. Therefore, Sabesp records its equity interest in Sesamm by the proportional consolidation method, equivalent to 36% on assets, liabilities, revenues and expenses of Sesamm.

 

As at June 30, 2011, the operations of Sesamm had not been started.

 

 

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Águas de Andradina

 

On September 15, 2010, the Company, together with the company Companhia de Águas do Brasil – Cab Ambiental, formed the company Águas de Andradina S.A. with undetermined duration, whose corporate object is to provide water and sewage services to the Municipality of Andradina.

 

On June 30, 2011, the company’s capital stock was R$122 divided into 121,997 nominative common shares, with no par value, of which Sabesp holds 30% of equity interest.

 

The operations started on October, 2010.

 

Saneaqua Mairinque

 

On June 14, 2010, the Company, together with the company Foz do Brasil S.A., formed the company Seneaqua Mairinque S.A., with undetermined duration, whose corporate object is to explore the public service of water and sewage of the municipality of Mairinque.

 

On June 30, 2011, the company’s capital stock was R$2,000, divided into 2,000,000 nominative common shares with no par value, of which Sabesp holds 30% equity interest.

 

The operations started on October, 2010.

 

Aquapolo Ambiental S.A.

 

On October 08, 2009, the Company, together with the company Foz do Brasil S.A., formed the company Aquapolo Ambiental, whose corporate objective is the production, supply and commercialization of water for reuse for the company Quattor Quimica S.A.; Quattor Petroquimica S.A.; Quattor Participacoes S.A and other companies that integrate the Petrochemnical Polo.

 

On June 30, 2011 the company’s capital stock was R$31,429, divided into 35,684,420 nominative common shares with no par value, of which Sabesp holds 49% of equity interest.

 

The beginning of operations is scheduled for April, 2012.

 

Águas de Castilho

 

On October 29, 2010, the Company, together with the Companhia de Aguas do Brasil – Cab Ambiental, formed the company Aguas de Castilho whose corporate object is the provision of services of water and sewage in the municipality of Castilho.

 

On June 30, 2011, the company’s capital stock was R$65, divided into 65,600 nominative common shares with no par value, of which Sabesp holds 30% equity interest.

 

The operations started on January, 2011.

 

Attend Ambiental

 

On August 23, 2010, the Company, together with Companhia Estre Ambiental S/A, formed the company Attend Ambiental S/A whose corporate objective is the implementation and operation of a pre treatment station of non domestic effluents and mud conditioning, in the metropolitan region of the capital of the State of São Paulo, as well the development of other related activities and the creation of similar infrastructure in other locations, in Brazil and abroad.

 

 

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On June 30, 2011, the company’s capital stock was R$2,000 divided into 2.000,000 nominative common shares with no par value, of which Sabesp holds 45% equity interest.

 

The operations started in January, 2011.

 

A summary of Sabesp’s equity interest in the financial statements of these subsidiaries is presented below:

 

 

June 30, 2011

 

SESAMM 36%

ÁGUAS DE ANDRADINA 30%

ÁGUAS DE CASTILHO 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49% 

ATTEND AMBIENTAL  45%

 

 

 

 

 

 

 

Current assets

805

381

111

673

15,201

394

Non-current Assets

10,122

579

80

118

80,395

84

 

 

 

 

 

 

 

Current Liabilities

1,181

367

148

192

1,199

118

Non-Current Liabilities

7,180

896

188

7

80,901

-

Equity

2,566

(303)

(145)

592

13,496

360

 

 

 

 

 

 

 

Operating revenue

-

1,507

234

1,245

-

-

Operating expense

(536)

(1,649)

(360)

(1,334)

(881)

(568)

Net financial income

31

8

-

23

-

28

Income (loss) for the year

(505)

(134)

(126)

(66)

(881)

(540)

 

 

 

December 31, 2010

 

SESAMM 36%

ÁGUAS DE ANDRADINA 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49%

 

 

 

 

 

Current assets

420

178

851

13,798

Non-current Assets

5,353

106

10

46,094

 

 

 

 

 

Current Liabilities

2,702

119

177

1,331

Non-Current Liabilities

-

301

9

53,909

Equity

3,071

(136)

675

4,652

 

 

 

June 30, 2010

 

SESAMM  36%

ÁGUAS DE ANDRADINA 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49%

 

 

 

 

 

Operating revenue

-

-

-

-

Operating expense

(262)

-

-

-

Net financial income

38

-

-

-

Income (loss) for the year

(224)

-

-

-

 

2.1       Accounting policies

 

The accounting policies used in the preparation of the quarterly information for the quarter ended on June 30, 2011 are consistent with those used to prepare the Annual Financial Statements referring to the year ended on December 31, 2010. In the Annual Financial Statements, these policies are disclosed in note 3.

 

2.2       New standards and changes to standards that are not yet in force

 

 

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The standard and changes to the existing standards that follow were published and are mandatory for subsequent accounting periods. However, there has been no early adoption of such standards and changes to standards by the Company:

 

- IAS 28 – “Investments in subsidiaries and affiliates together”, IFRS 11 – “joint contractual agreement” and IFRS 12 “Disclosures on interest in other entities”, all issued in May, 2011. The main change introduced by these standards is the impossibility of proportional consolidation of entities whose control of net assets is shared through an agreement with two or more parties and that is classified as a joint venture.

 

The IFRS 11 classifies agreements into two types:

 

(i)        “joint ventures”- when the parties jointly control assets and liabilities, regardless if these assets are in a separate entity (“separate vehicle”), according to the contractual provisions and essence of the operation. In these agreements, assets, liabilities, revenues and expenses are recorded in the entity that participates to the “joint operator” agreement in the proportion of its rights and obligations;

 

(ii)       “joint ventures”- when the parties jointly control net assets of an agreement, structured through a separate entity and the respective results of these assets are divided between the participating parties. In these agreements, the participation of the entity must be recorded by the equity method of accounting and presented in the investment line.

 

Additionally, IFRS 12 determines qualitative disclosures that must be made by the entity regarding the participation  in subsidiaries, in joint agreement or non-consolidated entities that include significant judgments and assumptions to determine if its participations exercise control, significant influence or the classification of the joint agreements between “joint operations” and “joint ventures”, as well as other information on the nature and extent of significant restrictions and associated risks. The standard is not applicable until January 1st, 2013 but it is available for early adoption. Relevant impacts are not expected to Sabesp’s financial information.

  

- IFRS 7 “Financial Instruments – Disclosure”,  issued on October, 2010. The change in the standard of disclosure of financial instruments seeks to promote the transparency in disclosing the transactions of transfer of financial assets, improve the understanding by the user about the exposure to risk in such transfers, and the effect of these risks on the balance sheets, particularly those involving securitization of financial assets. The standard is applicable for fiscal years starting on or after July 1st, 2011.

 

- IFRS 9 “Financial Instruments”, issued on November, 2009. IFRS 9 is the first standard issued as part of a larger project to replace IAS 39. IFRS 9 retains, although simplified, the model of measurement and sets forth two categories of measurement for financial instruments: amortized cost and fair value. The classification basis depends on the business model of the entity and on the contractual characteristics of the cash flow from the financial assets. The direction included in IAS 39 on impairment of financial assets and recording of hedge continues to be applied. Prior periods do not need to be restated if an entity adopts the standard for periods started on or to start before January 1st, 2012. The norm is applicable as from January 1st, 2013. It is not expected that there will be relevant impact on Sabesp’s financial information.

 

- IFRS 10 “Consolidated Financial Statements”, issued on May, 2011. This standard is based on the existing principles as to the identification of the concept of control as the determinant factor when an entity must be consolidated in the financial statements. The standard provides additional direction to help in the determination of control when there is doubt as to the assessment.

 

 

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The standard is applicable as of January 1st, 2013. Relevant impacts are not expected to Sabesp’s financial information.

 

- IFRS 13 “Fair Value Measurement”, issued on May, 2011. The standard has as its objective to improve the consistency and reduce the complexity in the disclosures required by IFRS. The requirements do not increase the use of fair value in accounting, however they direct how it must be applied when its use is required or allowed by other standard. The standard is applicable as of January 1st, 2013, and there is an exemption for application of the new requirements for comparable periods. Relevant impacts are not expected to Sabesp’s financial information.

 

- IAS 19 “Benefits to Employees”, issued on June, 2011. The change to the norm will affect mainly the recognition and measurement of define benefit pension plans, and disclosures of benefits to employees. The norm is applicable as of January 1st, 2013. These changes will affect the recording of liabilities of the plan G0 and G1.

 

 

3. FINANCIAL RISK MANAGEMENT

 

3.1 Financial Risk Factors

 

The Company’s operations are affected by the Brazilian economic scenario, exposing it to market risk, such as foreign currency risk, interest rate risk, credit risk and liquidity risk.

 

The Company has not used derivative financial instruments, even being able to contract forward foreign exchange contracts and financing in Reais to reduce the foreign currency risk.

 

(a)        Market Risk

 

Foreign Currency Risk

 

This risk arises from the possibility that the Company may incur losses due to exchange rate fluctuations, which would increase the liability balances of foreign currency-denominated loans and financing obtained in the market and the related financial expenses. The Company does not have hedge or swap contracts to hedge against this risk, in view of the amounts, costs involved and opportunities. However, when possible, it makes advance purchases of foreign currencies and obtains funding in local currency, as a way to protect itself against exchange rate fluctuations.

 

A significant part of the Company’s financial debt was denominated in U.S. dollar and in Yen, in the total amount of R$2,433,971 on June 30, 2011 (R$2,244,635 on December 31, 2010), net of borrowing costs. The Company’s exposure to foreign currency risk is the following:

 

 

June, 30 2011

 

December, 31 2010

 

 

 

 

 

 

 

 

 

Foreign currency

 

R$

 

Foreign currency

 

R$

 

 

 

 

 

 

 

 

Loans and financing – US$

1,056,236

 

1,648,890

 

1,084,898

 

1,807,657

Loans and financing – Iene

40,489,000

 

785,081

 

21,316,000

 

436,978

 

On June 30, 2011, had the Real appreciated or depreciated in 10% as compared to the dollar and the Yen with all other variables constant as at June 30, 2011, the effect on the income after taxes for the period would have been R$160,642 (2010 – R$148,146), for more or less, mainly as a result of the foreign currency gains or losses with the conversion of loans to foreign currency.

 

 

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Simulation of appreciation/depreciation of the Real by 10%

June, 30 2011

December, 31 2010

Loans in foreign currency

2,433,971

2,244,635

Variation of Dollar/Yen

10%

10%

Appreciation or depreciation of the Real

243,397

224,464

Income Tax/Social Contribution Tax Rate

34%

34%

Income tax / Social contribution

82,755

76,318

Appreciation or depreciation of the Real , net of taxes.

160,642

148,146

 

Interest rate risk

 

This risk is a result of the possibility that the Company may incur losses for fluctuations in interest rates that increase financial expenses related to loans and financings.

 

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 shows the Company’s loans and financings expressed in Reais subject to variable interest rate:

 

 

June, 30 2011

 

December, 31 2010

 

 

 

 

UPR(i)

2,349,937

 

2,529,398

CDI(ii)

2,000,537

 

2,009,391

IGP-M(iii)

-

 

493,869

TJLP(iv)

890,138

 

703,710

IPCA(v)

334,366

 

223,996

Other

13,424

 

-

Total loans and financings in local currency.

5,588,402

 

5,960,364

 

(i) UPR - Reference Standard Unit

(ii) CDI - Interbank Certificate of Deposit

(iii) IGP-M - General Index of Market Prices

(iv) TJLP - Long Term Interest Rate

(v) IPCA - National Wide Consumer Price Index

 

Another risk faced by the Company is the lack of correlation between the monetary adjustment indices of its debt and those of its receivables. Water supply and sewage treatment tariffs do not necessarily follow the increases in the interest rates affecting the Company’s debt.

As at June 30, 2011, had the interest rates on loans kept in Reais varied around 1% by more r less, with all other variable constant, the effect on the income after taxes would have been an increase or decrease of R$36,883 (2010 – R$39,338), mainly as a result of lower or higher interest expenses in loans with variable rates.

 

(b)       Credit risk

 

The credit risk results from cash equivalents, bank deposits and financial institutions, as well as credit exposure to customers, including outstanding accounts receivable. The Company must, by law, invest its excess cash exclusively with Banco do Brasil (rating AA+(bra)). The credit risks are mitigated due sales to a widely spread out customer base.

 

 

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The maximum exposure to credit risk at the date of presentation of the report is the carrying amount of securities classified as cash equivalents, deposits in Banks and financial institutions and accounts receivable from customers at the date of the balance sheet. Notes 4.3 (e), 8, 9 and 10.

 

(c)        Liquidity Risk.

 

The Company’s liquidity depends mainly on the cash generated by the operating activities, loans from financial institutions of the state and federal government and financings in the local and international markets. The liquidity risk management considers the assessment of liquidity requirements to ensure that the Company has enough cash to meet its operating and capital expenditures

 

The table below analyzes the Company’s financial liabilities, by maturity dates, including the portion of principal and interests to be paid in accordance with contractual clauses.

 

 

 

HOLDING

 

 

July to December 2011

 

2012

 

2013, 2014 and 2015

 

2016 onwards

 

Total

In June 30, 2011

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

779,523

 

2,058,105

 

3,685,964

 

4,879,332

 

11,402,924

Contractors and suppliers

 

170,736

 

-

 

-

 

-

 

170,736

Other payables

 

361,884

 

-

 

-

 

-

 

361,884

 

 

 

 

 

 

 

 

 

 

 

In December 31, 2010

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

1,744,324

 

2,071,161

 

3,834,599

 

4,880,026

 

12,530,110

Contractors and suppliers

 

142,634

 

-

 

-

 

-

 

142,634

Other payables

 

326,507

 

-

 

-

 

-

 

326,507

                     

 

There are no guarantees provided by the Company to be disclosed.

 

(d)       Sensitivity analysis

 

Bellow is presented the table demonstrating the sensitivity analysis of the financial instruments that may generate significant impacts to the Company, under the terms of CVM instruction nr. 475/2008, in order to demonstrate the amounts of the main financial liabilities converted at a projected rate for final settlement of each contract, converted to fair value (Scenario I) with 25% appreciation (Scenario II) and 50% appreciation (Scenario III).

 

 

June 30, 2011

Financial Instruments

Risk

Scenario I

R$

Scenario II -25 %

R$

Scenario III - 50%

R$

Financial Liability

Loans and Financings

 

 

 

 

Banco do Brasil, CEF

Increase in UPR

1,010,159

1,174,664

1,713,509

Debentures

Increase in IPCA/DI

3,724,561

4,671,789

6,142,385

BID, BIRD and Eurobonds

Increase in the US$

1,945,893

2,432,367

2,918,840

JICA

Increase in the Yen

829,503

1,036,879

1,244,255

 

The indexes used for each scenario are based on the number of days to elapse for each contract, the amounts expressed above were summarized.

 

The rates were projected based on the settlement dates of each financial instrument; the information was obtained from BM&F website.

 

 

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These sensitivity analyses have the objective to measure the impact of the changes in the market variables on the Company’s financial instruments. Such amounts, when settled, may present values different from those demonstrated above, due to the estimates used in their preparation process.

 

(e)        Credit quality of the financial assets

 

The credit quality of the financial assets that are not past due or are subject to provision for loss may be assessed upon reference to the external credit classifications (if any) or to the historical information on the default ratio of the counterparties. For the credit quality of the counterparties that are not financial institutions, like deposits and financial investments, the Company considers the lowest rating of the counterparty disclosed by the three main international credit rating agencies (Moody’s, Fitch and S&P), pursuant to internal policy of market risk management:

 

 

HOLDING

 

June 30,2011

 

December 31,2010

 

 

 

 

Current account and short-term bank deposits

 

 

 

brAAA

29,122

 

27,673

brAA+

2,141,235

 

1,945,697

Other (*)

2,596

 

14,634

 

2,172,953

 

1,988,004

 

(*) Included in this category were deposit accounts and investment funds in Banks that do not have evaluation by the three rating agencies used by the Company.

 

We present, as follows, a table with the rating assessment of the financial institutions that are counterparties with which the Company had business during the period:

 

Counterparty

Fitch

 

Moody's

 

Standard Poor's

 

 

 

 

 

 

Banco do Brasil S.A.

AA+(bra)

 

Aaa.br

 

brAAA

Banco Santander Brasil S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Caixa Economica Federal

AA+ (bra)

 

Aaa.br

 

-

Banco Bradesco S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

 

Aaa.br

 

AAAbr

 

3.2       Capital management

 

The Company’s objectives in managing its capital are to safeguard the capacity to continue to offer return to shareholders and benefits to the other stakeholders, in addition to maintaining an ideal capital structure to reduce this cost.

 

The Company monitors capital based on financial leverage ratio. This ratio corresponds to the total debt divided by the total capital. The net debt, in turn, corresponds to the total loans and financings deducted from the amount of cash and cash equivalents. The total capital is calculated through the summation of net equity, as demonstrated in the CONSOLIDATED balance sheets, to net debt.

 

 

 

HOLDING

 

 

June 30,2011

 

December 31,2010

 

 

 

 

 

Total loans and financing

 

8,025,656

 

8,209,292

Less: cash and cash equivalents

 

(2,172,953)

 

(1,988,004)

 

 

 

 

 

Net debt

 

5,852,703

 

6,221,288

Total equity

 

10,275,480

 

9,681,800

 

 

 

 

 

Total Capital

 

16,128,183

 

15,903,088

 

 

 

 

 

Leverage Ratio

 

36.29%

 

39.12%

 
 

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On June 30, 2011, the leverage ration of the Company was reduced to 36.3%, as compared to 39.1% on December 31, 2010, due to the increase in the financial investments.

 

3.3       Fair value estimate

 

The Company applies CPC 40 to financial instruments measured by the fair value in the balance sheets, which requires fair value measurement in accordance with the following hierarchy of fair value measurement:

 

.           Quoted prices (not adjusted) in active markets for identical assets and liabilities (level 1).

 

.           Information in addition to prices quoted included in level 1, that are observable for assets or liabilities, whether directly (for example, like prices) or indirectly (that is, derived from prices)(level 2).

 

.           Insertions for asset or liability that are not based on observable market data (non observable insertions)(level 3).

 

The sole financial instrument evaluated at fair value maintained by the Company is represented by short term investments in bank certificates of deposit (CDB), classified as cash equivalents, in the amounts of R$2,055,106 and R$1,852,588 on June 30, 2011 and December 31, 2010, respectively. These investments are financial assets measured at fair value through the profit and loss deemed to be level 2.

 

3.4       Financial instruments 

 

The Company operates with several financial instruments, with highlight for cash and cash equivalents, including financial investments, and loans and financings as described below.

 

The estimated fair value of the financial instruments is the following:

 

 

HOLDING

 

June 30,2011

 

December 31, 2010

 

 

 

 

 

 

 

 

 

Book value

 

Fair value

 

Book value

 

Fair value

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

Cash and cash equivalents

2,172,953

 

2,172,953

 

1,988,004

 

1,988,004

Restricted cash

112,783

 

112,783

 

302,570

 

302,570

Accounts receivable, net

1,252,540

 

1,252,540

 

1,323,886

 

1,323,886

Balances with related parties, net

357,723

 

357,723

 

368,848

 

368,848

Judicial deposits

49,633

 

49,633

 

43,543

 

43,543

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Loans and financing

8,025,656

 

7,986,153

 

8,209,292

 

9,644,938

Contractors and suppliers

170,736

 

170,736

 

142,634

 

142,634

 
 

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CONSOLIDATED

 

June 30,2011

 

December 31, 2010

 

 

 

 

 

 

 

 

 

Book value

 

Fair value

 

Book value

 

Fair value

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

Cash and cash equivalents

2,174,539

 

2,174,539

 

1,989,179

 

1,989,179

Restricted cash

112,783

 

112,783

 

302,570

 

302,570

Accounts receivable, net

1,253,137

 

1,253,137

 

1,324,157

 

1,324,157

Balances with related parties, net

357,723

 

357,723

 

368,848

 

368,848

Judicial deposits

49,633

 

49,633

 

43,543

 

43,543

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Loans and financing

8,113,863

 

8,063,891

 

8,264,615

 

9,698,547

Contractors and suppliers

172,719

 

172,719

 

144,043

 

144,043

 

To arrive at the market value of the Financial Instruments, the following criteria have been adopted:

 

(i)              Foreign currency financings are controlled in the original currency, converted using the foreign exchange rate at the balance sheet date, discounted to present value using the market future exchange rate obtained from Bloomberg, based on the Company’s securities traded in the external market. Additionally, the Company has an instrument indexed to the Yen (JICA) which, in addition to the assumptions described above, was considered in the calculation to present value the parity of the original currency of the instrument in relation to the U.S. dollar.

 

(ii)                                   Debentures are considered at nominal value updated with contractual interest rate until the maturity date and discounted to present value using the market future interest rates, published by ANBIMA in the secondary market as of June 30, 2011 and the Company’s securities traded in the Brazilian market.

 

(iii)                      Financings – BNDES, are instruments considered at nominal value updated with contractual interest rate until the maturity date, that are indexed by the TJLP, which is a specific modality, not being compared to any other market rate. Therefore, the Company has elected to disclose as the market value the carrying amount recorded as at June 30, 2011.

 

 

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(iv)                      Other financings in local currency are considered at nominal value updated with contractual interest rate until the maturity date, discounted to present value using the future market interest rates. The future rates were obtained in BM&F Bovespa website.

 

 

4.         MAIN ACCOUNTING ESTIMATES AND ASSESSMENTS       

 

The estimates and assessments are continuously evaluated based on the historical experience and other factors, including the expectations of future events that are believed to be reasonable according to the circumstances. There was no change regarding what was presented on the Annual Financial Statements on December 31, 2010, according to note 5.

 

 

5. CASH & CASH EQUIVALENTS

 

 

HOLDING

 

CONSOLIDATED

 

June 30,2011

December 31,2010

 

June 30,2011

December 31,2010

Cash and Banks

117,847

135,416

118,143

136,002

Cash Equivalents

2,055,106

1,852,588

 

2,056,396

1,853,177

 

2,172,953

1,988,004

 

2,174,539

1,989,179

 

The variation in the six months ended June 30, 2011 is due to cash flow the Company’s activities.

 

 

6.         RESTRICTED CASH

 

On June 30, 2011, the Company recorded restricted cash, in current assets, worth R$112,783, referring mainly to the collection resulting from the provision of services to entities linked to the City Hall of the Municipality of Sao Paulo, net of taxes, worth R$109,896. These resources will be used in actions of basic and environmental sanitation established in the agreement executed between the Company and the City Hall of the Municipality of Sao Paulo, in November, 2007.

 

The change in the first semester of  2011 compared to the Financial Statements December 31, 2010, refers mainly to the rescue of the third tranche of the 12th issue of debentures, the issuance of which occurred on September 22, 2010.

 

 

7.         ACCOUNTS RECEIVABLE FROM CUSTOMERS

 

(a)        Balances

 

 

HOLDING

 

June/11

 

Dec/10

Private sector

 

 

 

General and special customers (i) (ii)

815,720

 

827,990

Agreements (iii)

255,334

 

250,300

 

1,071,054

 

1,078,290

Government entities

 

 

 

Municipal

566,326

 

556,212

Federal

2,896

 

2,645

Agreements (iii)

174,814

 

170,892

 

744,036

 

729,749

Wholesale customers - Municipal Administration Offices (iv)

 

 

 

Guarulhos

493,084

 

462,221

Mauá

233,655

 

220,228

Mogi das Cruzes

26,811

 

18,818

Santo André

521,376

 

489,486

São Caetano do Sul

3,695

 

3,537

Diadema

157,242

 

149,155

Wholesale total - Municipal City Halls

1,435,863

 

1,343,445

 

 

 

 

Unbilled supply

363,270

 

391,822

Subtotal

3,614,223

 

3,543,306

Allowance for doubtful accounts

(2,361,683)

 

(2,219,420)

Total

1,252,540

 

1,323,886

 

 

 

 

Current

876,984

 

971,047

Non-current (v)

375,556

 

352,839

 
 

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In the semester ended on June 30, 2011 there was no relevant changes regarding to the operations presented in the financial statements of December 31, 2010

 

The consolidated balance totals the amount of  R$1,253,137 (Dec/10 – R$1,324,157), being the R$597 (Dec/10 – R$271),  difference in relation to the holding’s balance, referring to the accounts receivable from subsidiaries, Aguas de Andradina, R$347 (Dec/10 – R$118), Saneaqua Mairinque, R$153 (Dec/10 – R$153),  and Aguas de Castilho, R$97.

 

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

 

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

 

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

 

(iv)      Wholesale - municipal city halls - The balance of accounts receivable from wholesalers refers to the sale of treated water to the municipalities which are responsible for the distribution, billing and collection from the end consumers, some of these municipalities question judicially the tariffs charged by Sabesp and do not pay the amounts under litigation. The past due amounts that are included in the allowance for doubtful accounts are substantially classified in non-current assets, according to the following table:

 

 

Jun/11

 

Dec/10

Balance at beginning of period

1,343,445

 

1,182,744

Billing for services provided

182,487

 

353,546

Collections - current year’s services

(71,544)

 

(183,882)

Collections - previous year’s services

(18,525)

 

(8,963)

Balance at the end of the period

1,435,863

 

1,343,445

 

 

 

 

Current

29,424

 

38,665

Non-current

1,406,439

 

1,304,780

 
 

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(v)       The non-current portion consists of past-due and renegotiated balances with customers and past-due receivables related to the wholesale of water to municipal authorities and is recorded net of allowance for doubtful accounts.

 

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

 

 

HOLDING

Jun/11

Dec/10

Current

1,025,006

1,086,073

Past-due:

 

 

Up to 30 days

151,885

150,358

From 31 to 60 days

77,087

67,539

From 61 to 90 days

46,193

45,153

From 91 to 120 days

42,310

39,084

From 121 to 180 days

78,974

73,300

From 181 to 360 days

122,156

119,967

Over 360 days

2,070,612

1,961,832

Total accrued

2,589,217

2,457,233

 

 

 

Total

3,614,223

3,543,306

 

(c)       Allowance for doubtful accounts

 

 

2nd Q/11

 

2nd Q/10

 

 

 

 

Beginning balance

2,284,896

 

1,898,428

Private sector / government entities

25,149

 

61,080

Wholesale customers

51,638

 

39,801

 

 

 

 

Additions for the period

76,787

 

100,881

 

 

 

 

Ending balance

2,361,683

 

1,999,309

 

 

 

 

Current

1,142,407

 

930,280

Non-current

1,219,276

 

1,069,029

 

The Company recorded probable credit losses in accounts receivable calculated, in the second quarter of 2011, in the amount of R$42,971 directly to income of the period, booked in the “Selling Expenses” line item. In the second  quarter of 2010, these losses were R$77,831.

 

 

8.         BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

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

 

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

 

 

HOLDING AND CONSOLIDATED

 

Jun/11

Dec/10

Receive the Auditors

 

 

Current:

 

 

Water and sewage services (i)

112,010

96,004

Water and sewage services - Gesp Agreement (iii), (iv) and (v)

26,742

21,360

Provision for Losses

(12,389)

(12,389)

Reimbursement of additional retirement and pension benefits - Gesp Agreement (vi)

28,203

28,203

Reimbursement of additional retirement and pension benefits paid - Monthly flow (vi)

5,886

4,594

Total current

160,452

137,772

 

 

 

Long-term assets:

 

 

Water and sewage services - Gesp Agreement (iii), (iv) (v)

32,525

52,228

Reimbursement of additional retirement and pension benefits paid - Gesp Agreement (vi)

164,746

178,848

Total noncurrent assets

197,271

231,076

 

 

 

Total receivable from shareholder

357,723

368,848

 

 

 

Provision of water and sewage services

158,888

157,203

Reimbursement of additional pension and retirement

198,835

211,645

 

357,723

368,848

Interest on capital payable to related parties

-

194,618

 
 

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Gross revenue from sales and services

2th Qtr/11

2th Qtr/10

Water sales

54,481

52,062

Sewage services

48,843

44,934

Receivables from related parties

(102,824)

(88,444)

 

 

 

Financial Income

80,177

28,517

 

In the semester ended on June 30, 2011 there was no relevant changes regarding to the operations presented in the financial statements of December 31, 2010.

 

(i)        Water and sewage services

 

The Company provides water supply and collection of sewage to the State Government and other Companies related to it, under terms and conditions considered by Management as normal in the market, except as to the form of settlement of the credits, that may be realized under the conditions mentioned in items (iii), (iv) and (v).

 

(ii)       Reimbursement of additional retirement and pension benefits paid

 

It refers to amounts of supplemental benefits of retirement and pension plan provided by State of Sao Paulo’s Law nr. 4819/58 (“Benefits”) paid by the Company to former employees or retirees.

 

Under the terms of the Agreement referred on (iii), GESP recognizes to be responsible for the charges resulting from the Benefits, provided that the payment criteria set forth by the Department of Personnel Expenditures of the State – DDPE are met, founded on the legal guidelines set by the Legal Consulting of the Secretary of Finance and the State Attorney General’s Office – PGE.

 

As explained in item (vi) during the validation by Gesp of the amounts due to the Company for the Benefits, there were divergences as to the calculation criteria and eligibility of the Benefit applied by the Company.

 

 

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On June 30, 2011 and December 31, 2010, 2515 and 2554 retirees, respectively, received retirement supplements, in the quarters ended on June 30, 2011 and December 31, 2010, the Company paid R$27,821 and R$37,102, respectively. There were 21 active employees June 30, 2011 who will be entitled to such benefits upon his retirement, as compared to 32 on December 31, 2010.

 

In January, 2004, the payments of retirement and pension supplement were transferred to the Secretary of Finance, and would be made in accordance with the calculation criteria defined by the PGE. By judicial order, the responsibility for the payments returned to SABESP as originally established.

 

(iii)      Gesp Agreement

 

On December 11, 2001, the Company, GESP (through the State Department of Finance Affairs, currently the Department of Finance) and the Department of Waters and Electric Energy – DAEE, with the intermediation of the State Department of Sanitation and Energy (former Department of Water Resources, Sanitation and Construction Works), entered into the Term of Recognition and Consolidation of Obligations, Payment Commitment and Other Covenants (“GESP Agreement”) with the purpose to settle the existing dispute between GESP and the Company related to the water and sewage services and to the Benefits.

 

In view of the strategic importance of the reservoirs of Taiaçupeba, Jundiai, Biritiba, Paraitinga and Ponte Nova (“Reservoirs”), for the assurance of the maintenance of volume of water of Alto Tiete, the Company agreed to receive them as part of the reimbursement referring to the Benefits. The Reservoirs would be transferred to the Company by the DAEE in return to the amounts owned by GESP. However, the Attorney General’s Office of the State of Sao Paulo questioned the legal validity of this agreement, which main argument is the absence of specific legislative authorization for the alienation of DAEE’s assets. The Company’s legal counsels assess the risk of loss of this suit as probable, in case it does not obtain the referred legislative authorization, which would prevent the transfer of the respective reservoirs as partial amortization of the balance receivable.

 

(iv)      First Amendment to the Gesp Agreement

 

On March 22, 2004, the Company and the State Government amended the terms of the original Gesp Agreement, (1) consolidating and recognizing the amounts due by the State Government for water supply and sewage collection services provided, monetarily adjusted until February 2004; (2) formally authorizing the offset of amounts due by the State Government with interest on shareholders’ equity declared by the Company and any other debit existing with the State Government as of December 31, 2003, monetarily adjusted until February 2004; and (3) defining the payment conditions of the remaining liabilities of the State Government for the receipt of the water supply and sewage collection services.

 

(v)       Second Amendment to the Gesp Agreement

 

On December 28, 2007, the Company and the State of São Paulo, intermediated by the Secretary of Treasury signed the second amendment to the terms of the original GESP agreement, (1) agreeing upon the payment in installments of the remaining balance of the First Amendment, amounting R$133,709 at November 30, 2007 to be paid in 60, monthly and consecutive installments of the same amount, beginning on January 02, 2008. The amount of the installments will be monetarily adjusted according to the variation of the IPCA-IBGE, plus interests of 0.5% per month.

 

The State and SABESP agreed to resume immediately the compliance with their mutual obligations under new assumptions: (a) implementation of an electronic account management system to facilitate and speed up the monitoring of payment processes and budget management procedures; (b) structuring of the Rational Water Use Program (PURA) to rationalize the consumption of water and the amount of the water and sewage bills under the responsibility of the State; (c) establishment, by the State, of criteria for budgeting so as to avoid the reallocation of amounts to a specific water and sewage accounts as from 2008; (d) possibility of registering state bodies and entities in a delinquency system or reference file; (e) possibility of interrupting water supply to state bodies and entities in the case of nonpayment of water and sewage bills.

 

 

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(vi)      Third Amendment to Gesp Agreement

 

On November 17, 2008, Gesp, Sabesp and DAEE, entered into the Third Amendment to the Term of Agreement of Payment Commitment, and Other Agreements, where the State recognizes to owe Sabesp the amount of R$ 915,251, monetarily adjusted until September, 2008 by the IPCA-IBGE, corresponding to the Uncontroversial Amount, calculated by FIPECAFI. SABESP accepts temporarily the Reservoirs as part of the payment of the Uncontroversial Amount and offers to the State a temporary settlement, constituting a financial credit of R$ 696,283, corresponding to the value of the Reservoirs. The definitive settlement will only occur with the effective transfer of property in the relevant real estate notary. The Company did not recognize the receivable amount of R$ 696,283 related to the reservoirs, as it not virtually certain that will be transferred by the State. The remaining balance of R$218,967 is being paid in 114 monthly and consecutive installments, in the amount of R$1,920 each, restated annually by the IPCA/FIPE, added by interests of 0.5% p.m., the first installment became due on November 25, 2008.

 

SABESP and the Government of the State of São Paulo are working together in order to obtain the legislative authorization in order to make viable the transfer of the Reservoirs to SABESP, overcoming, therefore, the legal uncertainty caused by the Public Civil action is challenging the lack of specific legislation for the transfer of the ownership of the reservoirs.

 

The Third Amendment also provides for the regularization of the monthly flow of benefits. While SABESP is responsible for the monthly payments, the State shall reimburse the Company based on criteria identical to those applied in the calculation of the Uncontroversial Amount. With no longer an impeditive judicial decision, the State will directly assume the monthly payment flow of the portion considered uncontroversial.

 

(vii)     Controversial Amount of Benefits

 

As mentioned before, on November 17, 2008, the Company and the State executed the Third Amendment to the GESP Agreement, in such occasion the amounts denominated as controversial and uncontroversial were quantified. In this amendment, the efforts to settle what was called the Controversial Amount is represented by the difference between the Uncontroversial Amount and the amount effectively paid by the Company as Benefits of retirement and pension supplement provided by Law 4819/58, of original responsibility of the State but paid by Sabesp by judicial decision.

 

By entering into the Third Amendment, it was provided for the reappreciation by the PGE the divergences that caused the controversial amount of the benefits provided by Law 4819/58. At the same time, this expectation was based on the PGE’s intention to re-appreciate the question and also in the implied right of the Company to the reimbursement, inclusively based on external technical legal opinions.

 

However, new opinions issued by the PGE and received on September 4 and 22, 2009 and January 4, 2010, denied the reimbursement of the portion previously defined as controversial amount. Even though the negotiations with the State are still being maintained, it is no longer

 

possible to ensure that the Company will recover, in a totally amicable way, the credits related to the Controversial Amount.

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Even though the negotiations with the State are still being maintained, it is no longer possible to ensure that the Company will recover, in a totally amicable way, the credits related to the Controversial Amount without dispute.

 

As part of the actions intended to recover the receivables that Management understands as due by the Government of the State, related to the divergences about the reimbursement of the benefits of retirement and pension supplement paid by the Company, SABESP: (i) addressed, on March 24, 2010, the message to the Controlling Shareholder, forwarding the office memorandum released by the Collegiate Directors, proposing judicial action to be forwarded to the Arbitration Chamber of Bovespa (Sao Paulo Stock Exchange); (ii) in June, 2010, it forwarded to the Secretary of Finance a proposal for agreement aiming the settlement of the referred controversies. This proposal did not succeed; (iii) on November 9, 2010, it filed a judicial action against the State of Sao Paulo pleading the full reimbursement of the amounts paid as benefits provided by State Law nr. 4.819/58 to finaliza the discussion between the Company and GESP. Despite the judicial action, the Company will insist in reaching an agreement during the progress of the judicial action, understanding that a reasonable agreement is better to the company and its shareholders than waiting the end of the judicial demand.

 

The Company’s Management has elected for not recognizing such amounts, due to the uncertainty of reimbursement of the amounts. On June 30, 2011 the amounts not recorded by the Company referring to the supplement of pension and retirement paid in name of the State by the Company totaled R$1,257,688 (Dec/10 – R$1,230,064) including the amount of R$696,283 referring to the transfer of the reservoirs in the Alto Tiete system. As a result, the Company also recognized the actuarial obligation referring to the supplement of the pension and retirement maintained with the employees and pensioners of Plan G0. On June 30, 2011, the amounts of the supplement of pension and retirement supplement of Plan G0 were R$1,500,795 (Dec/10 – R$1,316,706). For more information on the obligations of supplement to pension and retirement, see Note 15.

 

(b)       Agreement for the use of reservoirs

 

In its operations, the Company uses the Guarapiranga and Billings reservoirs and part of some reservoirs of the Upper Alto, which are owned by the Water and Electric Energy Department (DAEE); should these reservoirs not be available for use to the Company, there could be the need to collect water in more distant places. The Company does not pay any fee for the use of these reservoirs but it is responsible for their maintenance and operating costs.

 

(c)        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 involving approximately 7,000 real estate’s that are benefited from a reduction of 25% in the tariff of water supply and sewage collection services. These agreements provide for the implementation of the rational water use program, which takes into consideration the reduction in the consumption of water.

 

(d)       Guarantees

 

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

 

 

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(e)        Contract of assignment of personnel among the entities connected to GESP

 

The Company has employees assigned to entities connected to the Government of the State of São Paulo, where the expenses are fully transferred and monetarily reimbursed.

 

On June 30, 2011, the expenditures with the employees assigned by Sabesp to other state entities amounted to R$2,962 (Jun/10 – R$1,485).

 

In the same period, the Company did not have expenditures with the employees from other entities at Sabesp’s disposal and in June, 2010 the amount totaled R$70.

 

(f)        Services contracted from entities connected to GESP.

 

On June 30, 2011 and December 31, 2010, SABESP had an outstanding amount payable of R$11,712 and R$11,395, respectively, referring to services provided by entities connected to the Government of the State of São Paulo. Among them, we highlight the services of electric energy supply by the Companhia Energetica of Sao Paulo – CESP, representing 93% of the amount of June 30, 2011.

 

(g)        Non-operating Assets

 

The Company had, on June 30,2011 the amount of R$25,371 (in December 31,2010 - R$25,371), respectively, mainly related to land granted in free lease to Associations, Assistance Entities, Non-Governmental Organizations and to the DAEE – Department of Water and Electric Energy, among others. The land granted to the DAEE amount to R$2,289.

 

(h)       Banco do Brasil

 

O Estado de Sao Paulo sold exclusive rights in the provision of banking services administration entities directly and indirectly in favor of Banco Nossa Caixa, on March 27, 2007, and in favor of Banco do Brazil, May 27, 2010. Through the lawsuit in question, SABESP pleads financial compensation for the sale of its exclusive rights, requiring a percentage of the values that the State of São Paulo received from each of the financial institutions.

 

On June 28, 2011 it was executed the Term of Settlement between the Company and the State of Sao Paulo, whereby the Company received the amount of R$63,366 upon reduction, as compensation of credit held by the State, corresponding to interests on shareholders’ equity in fiscal 2010.

 

(i)        Sabesprev

 

The Company sponsors the defined contribution plan managed by Fundação Sabesp de Seguridade Social - Sabesprev. The net actuarial obligation, recorded up to June 30, 2011, is R$512,910 (Dec/2010 - R$487,332).

 

Management is making efforts towards maintaining, in permanent basis, the timely payment by the State regarding the transactions between the parties.

 

(j)        Management Fees

 

The compensation policy to the executive committee is set according to the guidelines of the Government of the State of São Paulo, CODEC (Council of Defense of the Capitals of the State), and is based on performance, market competitiveness of other indicators related to the Company’s business and is subject to the approval by the shareholders at the General Shareholders’ Meeting.

 

 

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The executive compensation is limited to the State Governor’s compensation. The compensation of the Board of Directors corresponds to 30% of the compensation of the Officers, conditioned to a minimum attendance to one monthly meeting.

 

The objective of the compensation policy is to set up a model of private management, with the purpose to incentive the maintenance in its headcount and recruit professionals gifted of competence, experience and motivation, considering the effectiveness degree currently required by the Company.

 

In addition to the monthly compensation, the members of the Board of Directors and the Executive Committee receive:

 

Bonuses: for purposes of compensating the Board of Directors of the companies that the State is controlling shareholder, as an incentive policy, provided that the company effectively calculates quarterly, semi-annual and annual income and distribute mandatory dividends to the shareholders, even if under the form of interests on shareholders’  equity. Annual bonus cannot exceed six times the monthly compensation of the directors and officers, nor 10% of interests on shareholders’ equity paid by the company, whatever is lower.

 

Annual award: equivalent to one monthly fee, calculated on a prorated basis,  in the month of December of each year.

 

The purpose of such award is to establish a similarity with the thirteenth salary of the labor regime of the Company’s employees, once the relationship of the directors and officers with the Company is governed by its Bylaws and not labor code.

 

Benefits paid only to the Statutory Officers – meal ticket, basic basket of food, medical assistance, annual paid rest of a 30-day remunerated leave and payment of an award equivalent to one third of the monthly fees.

 

The compensation paid by the Company to the members of the Board of  Directors and Officers was R$605 and R$ 594 for the periods ended on June 30, 2011 and 2010, respectively, and refers to short term benefits to employees and managers. An additional amount of R$234 referring to the bonus program was accrued in the period from April through June, 2011 (R$210 in 2010).

 

 

9.         INDEMNIFICATIONS RECEIVABLE

 

There was no relevant information or changes, as per note 10 to the Annual Financial Statements of  December 31, 2010.

 

 

10.       INTANGIBLE

 

The balance and movement in intangible assets is as follows:

 

 

HOLDING

 

December 31, 2010

 

June 30, 2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangibles resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

Concession contracts asset value (i) 

13,974,819

 

(3,242,262)

 

10,732,557

 

14,240,260

 

(3,403,914)

 

10,836,346

 

Concession Contracts – economic value (ii)

706,423

 

(189,145)

 

517,278

 

726,666

 

(202,068)

 

524,598

Contract Program (iii) 

900,686

 

(36,302)

 

864,384

 

1,329,062

 

(64,393)

 

1,264,669

Program Contracts – commitments (iv)  

333,942

 

(22,666)

 

311,276

 

365,165

 

(28,893)

 

336,272

Service Contract – São Paulo

6,196,699

 

(99,837)

 

6,096,862

 

6,402,826

 

(268,230)

 

6,134,596

New Businesses (v)

12,129

 

(901)

 

11,228

 

20,246

 

(2,430)

 

17,816

Software License

49,458

 

(41,521)

 

7,937

 

50,168

 

(46,370)

 

3,797

Total

22,174,156

 

(3,632,634)

 

18,541,522

 

23,134,392

 

(4,016,298)

 

19,118,094

 

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HOLDING

 

December 31,2010

Reclassification
cost

Additions

 

Retirements

Amortization

June 30, 2011

Intangibles resulting from:

 

 

 

 

 

 

 

Concession contracts asset value (i) 

10,732,557

(19,517)

286,252

(59)

(162,887)

10,836,346

 

Concession Contracts – economic value (ii)

517,278

19,517

726

-

(12,923)

524,598

Contract Program (iii) 

864,384

-

430,173

(484)

(29,404)

1,264,669

Program Contracts – commitments (iv)  

311,276

-

31,223

-

(6,227)

336,272

Service Contract – São Paulo

6,096,862

-

218,908

(2,653)

(178,521)

6,134,596

New Businesses (v)

11,228

-

8,117

-

(1,529)

17,816

Software License

7,937  

-

710

-

(4,849)

3,797

Total

18,541,522

-

976,109

(3,196)

(396,340)

19,118,094

 

 

 

HOLDING

 

December 31, 2010

 

June 30, 2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangibles resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

Concession contracts asset value (i) 

13,980,141

 

(3,242,270)

 

10,737,871

 

14,250,925

 

(3,403,914)

 

10,847,011

 

Concession Contracts – economic value (ii)

706,423

 

(189,145)

 

517,278

 

726,666

 

(202,068)

 

524,598

Contract Program (iii) 

900,686

 

(36,302)

 

864,384

 

1,329,062

 

(64,393)

 

1,264,669

Program Contracts – commitments (iv)  

333,942

 

(22,666)

 

311,276

 

365,165

 

(28,893)

 

336,272

Service Contract – São Paulo

6,196,699

 

(99,837)

 

6,096,862

 

6,402,826

 

(268,230)

 

6,134,596

New Businesses (v)

12,129

 

(901)

 

11,228

 

20,246

 

(2,430)

 

17,816

Software License

49,458

 

(41,521)

 

7,937

 

50,168

 

(46,370)

 

3,797

Total

22,179,478

 

(3,632,642)

 

18,546,836

 

23,145,057

 

(4,016,298)

 

19,128,759

 

 

 

HOLDING

 

December 31,2010

Reclassification
cost

 

Additions

 

Retirements

 

Amortization

June 30,2011

Intangibles resulting from:

 

 

 

 

 

 

 

Concession contracts asset value (i) 

10,737,871

(19,517)

291,603

(59)

(162,887)

10,847,011

 

Concession Contracts – economic value (ii)

517,278

19,517

726

-

(12,923)

524,598

Contract Program (iii) 

864,384

-

430,173

(484)

(29,404)

1,264,669

Program Contracts – commitments (iv)  

311,276

-

31,223

-

(6,227)

336,272

Service Contract – São Paulo

6,096,862

-

218,908

(2,653)

(178,521)

6,134,596

New Businesses (v)

11,228

-

8,117

-

(1,529)

17,816

Software License

7,937  

-

710

-

(4,849)

3,797

Total

18,546,836

-

981,460

(3,196)

(396,340)

19,128,759

 
 

                                                              Page: 45


 

ITR - QUARTERLY INFORMATION     06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

In the semester ended on June 30, 2011, the increase occurred in the intangible is related to the Investments made in the municipalities operated by Sabesp.

 

(a)               Intangibles arising from concession contracts

 

The concession contracts provide that the assets will be reversed to the conceding power at the end of the contract.

 

On June 30, 2011, the Company operates in 364 municipalities in the State of São Paulo. In the most part of these municipalities, the operations are based a 30-year concession period.

 

The service provided by the Company is billed at a price regulated and controlled by the Regulating Agency of Sanitation and Energy of the State of São Paulo (ARSESP).

 

Intangibles resulting from concession contracts include:

 

(i)        Concession contracts – equity amount

 

The contracts executed until 1998 provide that the assets will be reverted to the grantor at the end of the contract, for the residual value or market value in accordance with the terms of each one of them. The amortization is calculated using the straight line method, which considers the useful life of the assets.

 

(ii)       Concession agreements - economic value

 

In the period between 1999 and 2006, the negotiations for new concessions were conducted on the basis of the economic and financial results of the transaction, determined in a valuation report issued by independent experts.

 

The amount determined in the respective contract, after the transaction is closed with the municipal authorities, is recorded in this account and amortized over the period of the related concession line method or the useful life of assets, the shortest of the two. As of June 30, 2011 and December 31, 2010 there were no amounts pending related to these payments to the municipalities.

 

(iii)      Program Contracts – Investments performed

 

Refer to the renewals of the contracts previously denominated as full concession to operating concession, through the program contracts that have as objective the supply of municipal public services or sanitation sewage, where the Company has the possession and the management of the assets acquired or construction during the effectiveness of these contracts (30 years).

 

 

                                                              Page: 46


 

ITR - QUARTERLY INFORMATION     06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

The amortization of the intangible assets is performed during the effectiveness of the concession contracts by the straight line method or by the useful life of the assets, whichever is lower.

 

(iv)      Program contracts - Commitments

 

After the enactment of the regulatory framework in 2007, the renewals of concessions started to be made through of program contracts. In some of these program contracts, the Company assumed the commitment to financially participate in social and environmental actions. The assets constructed and the financial commitments assumed within the program contracts are recorded as intangible assets and are amortized by the straight line method in accordance with the duration of the program contract (mostly, 30 years) or by the useful life of the assets, whichever is lower.

 

In June 30, 2011, the amortization expenses related to the commitments of the program contracts were R$6,227 (Dec/10 – R$10,275).

 

In June 30, 2011, the amounts still not disbursed referring to the commitments of the program contracts were recorded in Other Obligations in current liabilities in the amount of  R$68,406 and in non current liabilities, in the amount of R$82,952.

 

(v)       New Business

 

It was executed contracts of provision of specialized technical services and the transfer of technology with the Companhia de Saneamento de Alagoas (CASAL) and with CONADES (PANAMA).

 

Other information related to the concession contracts may be obtained in the Annual Financial Statements of December 31, 2010, note 11.

 

(b)       Capitalized interests and financial charges

 

In the first semester of 2011, the Company capitalized interests and financial charges in the intangible assets of concession in the amount of R$132,490 (Dec/10 – R$228,900) during the period which assets were presented as work in progress.

 

 

11.       PROPERTY, PLANT & EQUIPMENT

 

 

HOLDING

 

  12/31/2010  

  06/30/2011  

 

Cost

Accumulated depreciation 

Net

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

 

Land

119,567

-

119,567

119,567

-

119,567

Buildings

41,014

(28,983)

12,031

41,014

(30,145)

10,869

Equipment

162,270

(90,804)

71,466

158,174

(90,394)

67,780

Transportation equipment

20,025

(18,364)

1,661

20,491

(18,951)

1,540

Furniture and Fixture

26,831

(26,378)

453

27,584

(27,439)

145

Other

2,590

(1,384)

1,206

2,642

(1,517)

1,125

Work in progress:

-

-

-

-

-

-

 

 

 

 

 

 

Total

372,297

(165,913)

206,384

369,472

(168,446)

201,026

 

 

                                                              Page: 47


 

ITR - QUARTERLY INFORMATION     06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

HOLDING

 

December 31, 2010

Additions

Write-offs and disposals

Depreciation

June 30, 2011

 

 

 

 

 

 

Land

119,567

-

-

-

119,567

Buildings

12,031

-

-

(1,162)

10,869

Equipment

71,466

4,740

(1,175)

(7,251)

67,780

Transportation equipment

1,661

467

(1)

(587)

1,540

Furniture, fixtures and equipment

453

806

(7)

(1,107)

145

Other

1,206

52

   -

(133)

1,125

 

206,384

6,065

(1,183)

(10,240)

201,026

 

 

 

CONSOLIDATED

 

  12/31/2010  

  06/30/2011  

 

Cost

Accumulated depreciation 

Net

Cost

Accumulated depreciation 

Net

 

 

 

 

 

 

 

Land

119,567

-

119,567

119,567

-

119,567

Buildings

41,014

(28,983)

12,031

41,014

(30,145)

10,869

Equipment

162,270

(90,804)

71,466

158,174

(90,394)

67,780

Transportation equipment

20,025

(18,364)

1,661

20,491

(18,951)

1,540

Furniture and Fixture

26,831

(26,378)

453

27,584

(27,439)

145

Other

2,590

(1,384)

1,206

2,642

(1,517)

1,125

Work in progress:

43,222

   -

43,222

78,314

   -

78,314

Total

415,519

(165,913)

249,606

447,786

(168,446)

279,340

 

 

 

CONSOLIDATED

 

December 31, 2010

Additions

 

Write-offs and disposals

Depreciation

 

June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

Land

119,567

-

-

-

119,567

Buildings

12,031

-

-

(1,162)

10,869

Equipment

71,466

4,740

(1,175)

(7,251)

67,780

Transportation equipment

1,661

467

(1)

(587)

1,540

Furniture, fixtures and equipment

453

806

(7)

(1,107)

145

Other

1,206

52

-

(133)

1,125

Work in progress:

43,222

35,092

   -

   -

78,314

 

249,606

41,157

(1,183)

(10,240)

279,340

 

In the six months ended June 30,2011, there were no significant changes in relation to the financial statements of December 31,2010, note 12.

 

 

                                                              Page: 48


 

ITR - QUARTERLY INFORMATION     06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

12.       LOANS, FINANCINGS & DEBENTURES

 

Outstanding balance of loans and financings

 

 

HOLDING

 

Jun/11  

Dec/10  

 

 

 

 

 

Current

Non-current

Total

Current

Non-current

Total

Guarantees

Final maturity

Annual interest rate

Monetary adjustment

Financial Institution:

 

 

 

 

 

 

 

 

 

 

Country

 

 

 

 

 

 

 

 

 

 

União Federal / Banco do Brasil

332,062

653,325

985,387

316,541

818,359

1,134,900

Gov.Est.S.Paulo and own resources

2014

8.50%

UPR

Debentures 8th Issuance

-

-

-

465,086

-

465,086

 

2011

10.75%

IGP-M

Debentures 9th Issuance

33,333

204,039

237,372

33,333

198,242

231,575

 

2015

CDI+2.75 and 12.87%

IPCA

Debentures 10th Issuance

-

283,203

283,203

-

279,497

279,497

 

2020

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

IPCA

Debentures 11th Issuance

202,500

1,004,356

1,206,856

-

1,205,451

1,205,451

 

2015

CDI+1.95% (1st series) and CDI+1.4% (2nd series)

 

Debentures 12th Issuance

-

499,661

499,661

-

499,715

499,715

 

2025

TR+9.5%

 

Debentures 13th Issuance

-

599,428

599,428

-

-

-

 

2012

CDI + 0.65%

 

Debentures 14th Issuance

-

277,923

277,923

-

-

-

 

2022

TJLP+1.92% (1st and 3rd série) and 9.19% (2nd série)

IPCA

Caixa Econômica Federal

98,056

748,692

846,748

91,031

783,426

874,457

 

2011/32

6.8% (weighted)

UPR

Promissory Notes

-

-

-

-

599,755

599,755

Own Resources

2011

CDI + 6.5%

 

FIDC - Sabesp I

-

-

-

13,889

-

13,889

 

2011

CDI + 0.70%

 

(National Bank for Economic and Social Development)- BNDES

43,687

18,797

62,484

43,403

40,518

83,921

Own Resources

2013

3% + TJLP LIMIT 6%

 

(National Bank for Economic and Social Development)- BNDES Baixada Santista

8,155

122,319

130,474

-

130,474

130,474

Own Resources

2019

2.5% + TJLP LIMIT 6%

 

(National Bank for Economic and Social Development)– BNDES PAC

3,683

55,318

59,001

1,649

44,352

46,001

Own Resources

2023

2.15% + TJLP LIMIT 6%

 

(National Bank for Economic and Social Development) – BNDES ONDA LIMPA

4,757

242,242

246,999

-

246,986

246,986

Own Resources

202

1.92% + TJLP LIMIT 6%

 

Others

2,117

17,107

19,224

2,816

3,850

6,666

Own Resources

2011/2018/2025

12% / CDI / TJLP+ 6%

UPR

Interests and charges

133,642

  -  

133,642

141,991

-

141,991

 

 

 

 

Total Domestic

861,992

4,726,410

5,588,402

1,109,739

4,850,625

5,960,364

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank – BID US$ 335,437 thd. 

60,219

462,613

522,832

63,185

511,484

574,669

Federal

Government

2016/2017/

2025/2035

3.00% to 3.52% (i)

Currency Basket Var. + US$

BIRD - US$ 4,741 thd. 

-

6,969

6,969

-

5

5

 

2034

043%

US$

Euro Bonds – US$ 140,000 thd. 

-

217,953

217,953

-

232,612

232,612

 

2016

7.5%

US$

Euro Bonds – US$ 350,000 thd. 

-

538,928

538,928

-

576,107

576,107

 

2020

6.25%

US$

JBIC – Yens 21,320,000 thd. 

22,341

391,054

413,395

11,810

425,168

436,978

Federal

Government

2029

1.8% and 2.5% (i)

Yens

JICA – Yens  19,169,000 thd. 

10,046

361,259

371,305

-

-

-

 

2029

1.8% and 2.5% (i)

Yens

BID 1983AB – US$ 226,058 thd.

37,376

312,595

349,971

39,893

373,575

413,468

 

2023

2.4% to 2.9% (i)

US$

Interests and charges

15,901

  -  

15,901

15,089

-

15,089

 

 

 

 

Total International

145,883

2,291,371

2,437,254

129,977

2,118,951

2,248,928

 

 

 

 

TOTAL OF LOANS AND FINANCINGS

1,007,875

7,017,781

8,025,656

1,239,716

6,969,576

8,209,292

 

 

 

 

 
 

                                                              Page: 49


 

ITR - QUARTERLY INFORMATION     06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

CONSOLIDATED

 

 

Jun/11   

Dec/10  

 

 

 

 

 

Current

Non-current

Total

Current

Non-current

Total

Guarantees

Final maturity

Annual interest rate

Monetary adjustment

Financial Institution:

 

 

 

 

 

 

 

 

 

 

Country

 

 

 

 

 

 

 

 

 

 

União Federal / Banco do Brasil

332,062

653,325

985,387

316,541

818,359

1,134,900

Gov,Est,S,Paulo and own resources

2014

8.50%

UPR

Debentures 8th Issuance

-

-

-

465,086

-

465,086

 

2011

10.75%

IGP-M

Debentures 9th Issuance

33,333

204,039

237,372

33,333

198,242

231,575

 

2015

CDI+2.75% and 12.87%

IPCA

Debentures 10th Issuance

-

283,203

283,203

-

279,497

279,497

 

2020

TJLP+1.92% (1ª and 3ª séries) and 9.53% (2ª séries)

IPCA

Debentures 11th Issuance

202,500

1,004,356

1,206,856

-

1,205,451

1,205,451

 

2015

CDI + 1.95% (1ª séries) and CDI + 1.4% (2ª séries)

 

Debentures 12th Issuance

-

499,661

499,661

-

499,715

499,715

 

2025

TR + 9.5%

 

Debentures 13th Issuance

-

599,428

599,428

-

-

-

 

2012

CDI + 0.65%

 

Debentures 14th Issuance

-

277,923

277,923

-

-

-

 

2022

TJLP+1.92% (1st and 3rd série) and 9.19% (2nd serie)

IPCA

Caixa Econômica Federal

98,178

755,872

854,050

91,031

783,426

874,457

 

2011/32

6.8% (weighted)

UPR

Promissory Notes

-

-

-

-

599,755

599,755

own resources

2011

CDI + 6.5%

 

FIDC - Sabesp I

-

-

-

13,889

-

13,889

own resources

2011

CDI + 0.70%

 

(National Bank for Economic and Social Development)- BNDES

43,687

18,797

62,484

43,403

40,518

83,921

own resources

2013

3% + TJLP LIMIT 6%

 

(National Bank for Economic and Social Development)- BNDES Baixada Santista

8,155

122,319

130,474

-

130,474

130,474

own resources

2019

2.5% + TJLP LIMITE 6%

 

(National Bank for Economic and Social Development)- BNDES PAC

3,683

55,318

59,001

1,649

44,352

46,001

own resources

2023

2.15% + TJLP LIMIT 6%

 

(National Bank for Economic and Social Development)- BNDES ONDA LIMPA

4,757

242,242

246,999

-

246,986

246,986

own resources

2025

1.92% + TJLP LIMIT 6%

 

Mútuo Foz do Brasil

-

80,900

80,900

-

52,896

52,896

 

 

 

 

Santander

-

-

-

2,427

-

2,427

 

 

 

 

Others

2,120

17,109

19,229

2,816

3,850

6,666

own resources

2011/2018/2025

12% / CDI / TJLP+ 6%

UPR

Interests and charges

133,642

  -  

133,642

141,991

-

141,991

 

 

 

 

Total Domestic

862,117

4,814,492

5,676,609

1,112,166

4,903,521

6,015,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank – BID US$ 335,437 thd

60,219

462,613

522,832

63,185

511,484

574,669

Federal

Government

2016/2017/

2025/2035

3.00% to 3.52% (i)

Currency Basket Var. + US$

BIRD - US$ 4,741 thd

-

6,969

6,969

-

5

5

 

2034

0.43%

US$

Euro Bonds – US$ 140,000 thd

-

217,953

217,953

-

232,612

232,612

 

2016

7.5%

US$

Euro Bonds – US$ 350,000 thd

-

538,928

538,928

-

576,107

576,107

 

2020

6.25%

US$

JBIC – Yens 21,320,000 thd

22,341

391,054

413,395

11,810

425,168

436,978

Federal

Government

2029

1.8% and 2.5% (i)

Yens

JICA – Yens 19,169,000 thd

10,046

361,259

371,305

-

-

-

 

2029

1.8% and 2.5% (i)

Yens

BID 1983AB – US$ 226,058 thd

37,376

312,595

349,971

39,893

373,575

413,468

 

2023

2.4% to 2.9% (i)

US$

Interests and charges

15,901

    -

15,901

15,089

    -

15,089

 

 

 

 

Total International

145,883

2,291,371

2,437,254

129,977

2,118,951

2,248,928

 

 

 

 

TOTAL OF LOANS AND FINANCINGS

1,008,000

7,105,863

8,113,863

1,242,143

7,022,472

8,264,615

 

 

 

 

                     
 
 

                                                              Page: 50


 

ITR - QUARTERLY INFORMATION     06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Parity rates as of June 30, 2011: US$ 1.5611; Yen 0.019390 (dec/10- US$ 1.6662; Yen 0.0205).

 

On June 30, 2011 the Company did not have short term balances of loans and financings.

 

The Company presented the following activity of loans and financings for the quarter ended on June 30, 2011. The other loans and financings are presented in note 13 do the Annual Financial Statements.

 

(i)        13th Issue of Debentures:

 

On January 11, 2011, the Company launched the 13th issue of Simple Debentures, non convertible, of Chirographic Type, in Sole Series, for Public Distribution with Restricted

 

 

Underwriting Efforts, under the terms of CVM Instruction 476, which characteristics are the following:

                                                              Page: 51


 

ITR - QUARTERLY INFORMATION     06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 Date of Issue: 01/11/2011

 Series: Sole

 Total Amount (R$ Thd) R$ 600,000

 Quantity: 60

 Unit Amount (R$ Thd) R$ 10,000

 Payment of semi-annual remuneration

 Final Amortization: 08/29/2012

 Optional Redemption: partial or total at any time

 Remuneration DI added by :

1th period: 01/11/2011 to 02/26/2011 = 0.65%

2th period: 02/26/2011 to 08/30/2011 = 0.75%

3th period: 08/30/2011 to 03/01/2012 = 0.85%

4th period: 03/01/2012 to 08/29/2012 = 1.25%

 

The proceeds resulting from the funding of the 13th issue of Debentures were intended to repay the 60 (sixty) Commercial Promissory Notes of the 5th issue of the Company, with maturity date scheduled for 02/26/2011. On January 11, 2011, occurred the final payment of the 5th Issue of the Promissory Notes.

 

(ii)       JICA

 

On February 15, 2011, the Company executed with JICA (Japan International Cooperation Agency), the supplemental agreement of the Onda Limpa Program – 1st Phase, nr. BZ-P 18, in the amount of 19,169,000 (nineteen billion, one hundred and sixty-nine million Japanese Yens) equivalent to R$375,904 on March 31, 2011. The proceeds will be used for the execution of works and services in the Metropolitan Region of Santos Coastal Line. The maturity date is 18 years and the interest rate between 1.8% and 2.5% per year.

 

(iii)      BID

 

On March 17, 2011, occurred the 1st disbursement of the contract executed on September 3rd, 2011, nr. 2202/OC-BR. The proceeds will be used for the recovery of quality of water in the Rio Tiete basin in the Metropolitan Region of Sao Paulo. The amount of the contract is US$600,000, equivalent to R$977,220, with final maturity in September 2035. Being that in the 1st quarter 2011 occurred the first disbursement of US$1,829, corresponding to R$3,044.

 

(iv) 14th issue of Debentures

 

On February 15, 2011 the Company promoted the launch of 100 debentures, upon subscription exclusive by Banco Nacional de Desenvolvimento Economico e Social – BNDES. These debentures were distributed in three series, not convertible into stock by the nominal amount of R$2,753.70, totaling R$275,370. The financial settlement of the operation occurred on April 15, 2011 for all series.

 

The debentures were placed in the market as follows:

 

 

Number

 

Restatement

 

Interests

 

Interest Pmt

 

Amortization

 

Maturity Date

 

 

 

 

 

 

 

 

 

 

 

 

1st Series

28

 

-

 

TJLP + 1.92% p.a.

 

Quarterly until Feb/2014 and monthly after that

 

Monthly (after March, 2014)

 

February 2022

2nd Series

30

 

IPCA

 

9.19% p.a.

 

Annual

 

Annual (after

March, 2015)

 

March 2022

3rd Series

42

 

-

 

TJLP + 1.92% p.a.

 

Quarterly until Feb/2014 and monthly after that

 

Monthly (after March, 2014)

 

February 2022

 
 

                                                              Page: 52


 

ITR - QUARTERLY INFORMATION     06/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

The resources resulting from this issue are intended to investments of the Company in n in systems of water supply and sewage collection in the projects: ETA Rio Grande, Northern Coastal Area, Vale do Paraiba and Mantiqueira, Basin of Piracicaba-Capivari-Jundiai and Loss Reduction Program.

 

(v)       8th issue of Debentures

   

On June 1st, 2011 occurred the final amortization of debentures of 8th issue.

 

(vi) Variance in the semester

 

The decrease in the balance was due mainly to drop in the parity of the dollar.

 

(vii)     Payment Schedule of loans and financings

 

The total volume of debt to be paid until the end of 2011 is R$ 465,829, being R$ 67,241 the amount indexed to the U.S. dollar and R$ 398,588 the amount of interests and principal of loans denominated in Reais to mature.

 

 

HOLDING

 

2011

2012

2013

2014

2015

2016

2017 and thereafter

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

Banco do Brasil

162,514

346,434

377,071

99,368

-

-

-

985,387

Caixa Econômica Federal

47,454

103,299

104,692

65,917

43,758

42,343

439,285

846,748

Debentures

33,333

835,706

583,791

392,304

429,677

115,564

714,068

3,104,443

BNDES (National Bank for Economic and Social Development)

21,396

36,901

4,187

-

-

-

-

62,484

BNDES (National Bank for Economic and Social Development)SANTISTA

-

16,309

16,309

16,309

16,309

16,309

48,929

130,474

BNDES (National Bank for Economic and Social Development)PAC

1,668

4,725

5,045

5,045

5,045

5,045

32,428

59,001

BNDES (National Bank for Economic and Social Development) ONDA LIMPA

-

14,250

19,000

19,000

19,000

19,000

156,749

246,999

Others

1,360

978

566

492

555

625

14,648

19,224

Interests and charges

130,863

2,779

-

-

-

-

-

133,642

In national currency

398,588

1,361,381

1,110,661

598,435

514,344

198,886

1,406,107

5,588,402

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

BID

30,110

60,219

60,219

60,219

60,219

60,219

191,627

522,832

BIRD

-

-

-

-

-

-

6,969

6,969

Eurobonds

-

-

-

-

-

217,953

538,928

756,881

JBIC

21,230

42,415

42,415

42,415

42,415

42,415

551,395

784,700

BID 1983AB

-

37,068

37,068

37,068

37,068

37,068

164,631

349,971

Interest and charges

15,901

-

-

-

-

-

-

15,901

Foreign Currency

67,241

139,702

139,702

139,702

139,702

357,655

1,453,550

2,437,254

Grand Total

465,829

1,501,083

1,250,363

738,137

654,046

556,541

2,859,657

8,025,656

 

                                                              Page: 53


 

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CONSOLIDATED

 

2011

2012

2013

2014

2015

2016

2017 and thereafter

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

Banco do Brasil

162,514

346,434

377,071

99,368

-

-

-

985,387

Caixa Econômica Federal

47,576

103,658

105,051

66,276

44,117

42,702

444,670

854,050

Debentures

33,333

835,706

583,791

392,304

429,677

115,564

714,068

3,104,443

BNDES (National Bank for Economic and Social Development)

21,396

36,901

4,187

-

-

-

-

62,484

BNDES (National Bank for Economic and Social Development)SANTISTA

-

16,309

16,309

16,309

16,309

16,309

48,929

130,474

BNDES (National Bank for Economic and Social Development)PAC

1,668

4,725

5,045

5,045

5,045

5,045

32,428

59,001

BNDES (National Bank for Economic and Social Development) ONDA LIMPA

-

14,250

19,000

19,000

19,000

19,000

156,749

246,999

Mútuo Foz do Brasil

-

80,900

-

-

-

-

-

80,900

Others

1,362

981

566

492

555

625

14,648

19,229

Interests and charges

130,863

2,779

-

-

-

-

-

133,642

In national currency

398,712

1,442,643

1,111,020

598,794

514,703

199,245

1,411,492

5,676,609

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

BID

30,110

60,219

60,219

60,219

60,219

60,219

191,627

522,832

BIRD

-

-

-

-

-

-

6,969

6,969

Eurobonds

-

-

-

-

-

217,953

538,928

756,881

JBIC

21,230

42,415

42,415

42,415

42,415

42,415

551,395

784,700

BID 1983AB

-

37,068

37,068

37,068

37,068

37,068

164,631

349,971

Interest and charges

15,901

-

-

-

-

-

-

15,901

Foreign Currency

67,241

139,702

139,702

139,702

139,702

357,655

1,453,550

2,437,254

Grand Total

465,953

1,582,345

1,250,722

738,496

654,405

556,900

2,865,042

8,113,863

 

(viii)    Financial Commitments – “Covenants”

 

Some contracts of loans and financings have clauses related to the meeting of certain financial ratios that are calculated quarterly.

 

Debentures 8th , 9th , 11th  e 12th  Issue:

 

a)      Adjusted current liquidity (current assets divided by current liabilities, excluding from current liabilities the portion recorded as current liabilities of non-current debts contracted by the Company) higher than 1.0; and

 

b)     Ebitda/Financial expenses equal to, or higher than, 1.5.

 

Failure to meet the clauses of the covenants shall lead to the early maturity of the contract. The lack of fulfillment of these obligations shall only be characterized when verified in its quarterly financial information, for at least two consecutive quarters, or even for two non consecutive quarters within a twelve-month period.

 

Upon the lack of observance to the covenants, the fiduciary agent shall convene, within 48 hours from the date it becomes aware of the occurrence, of a general debenture holders´ meeting in order to deliberate on the declaration of early maturity of the debentures.

 

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Debentures 10th and 14th Issue:

 

a)      EBITDA/ROL: equal to, or higher than,  38%;

 

b)     EBITDA/Financial expenses: equal to, or higher than, 2.35%; and

 

c)      Net Banking Debt/Ebitda: equal to, or higher than, 3.65%.

 

Caixa Econômica Federal – Pro-Sanitation Program:

 

By means of the Performance Improvement Agreement, targets are set for financial and operating indicators (loss of invoicing, revenues evasion, cash availability and reduction of days of account receivable) that, based on the last two years, are projected annually for the upcoming five years.

 

Non fulfillment of 5 out 8 clauses of covenants shall trigger the early maturity of the contract.

 

Debentures 13th  Issue:

 

a)      The ratio obtained by the division of the Total Debt by the EBITDA shall be lower than or equal to 3.65; and

 

b)      The ratio obtained by the division of the EBITDA by the Financial Expenses shall be equal to, or higher than, 1.5.

 

BNDES:

 

a)      Adjusted current liquidity: higher than 1.0;

 

b)     Ebitda / Net Operating Revenue: higher than or equal to 38%;

 

c)      Total connections (water and sewage) /headcount: higher than or equal to 520;

 

d)     Ebitda /Debt service: higher than or equal to 1.5; e

 

e)      Net Worth/Total Liabilities: higher than or equal to 0.8.

 

Non fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

Eurobonds:

 

Limit the contracting of new debts in such a way that:

 

a)      The total adjusted debt to Ebitda shall not be higher than 3.65; and

 

b)     The Company’s interest coverage ratio, determined at the date of incursion of this debt, is not lower than 2.35.

 

Non fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

Banco Interamericano de Desenvolvimento (BID):

 

The contracts 713, 896, 1.212 and 2.202 - The tariffs may:

 

 

                                                              Page: 55


 

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a)      Produce revenue enough to cover the expenses with system exploration, including those related to the management, operation, maintenance and depreciation;

 

b)     Provide a profitability on fixed assets higher than 7%; and

 

c)      During the execution of the Project, the balances of the loans contracted for short term shall be higher than 8.5% to net worth.

 

Non fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

On June 30, 2011, the Company met the requirements included in its loan and financing contracts.

 

The Company has obtained from BNDES, exceptionally, the suspension for 13 months, as of December, 2010, of the requirement to fulfill the special obligations set forth by the contracts.

 

 

13.       TAXES AND CONTRIBUTIONS

 

a)         Current assets

 

The item taxes recoverable of current assets is comprised by amounts of negative balance of income tax and social contribution and amounts related to income tax withheld on financial investments. The balance on June 30, 2011 was R$26,324 (R$108,675 on December 31, 2010), the reduction of  R$82,351 in the balance occurred as a result of the offset of amounts related to negative balance of income tax and social contribution of the year 2010 with amounts payable of the same taxes of year 2011.

 

b)         Liabilities

 

 

HOLDING

 

Current

 

Non current

 

Jun/11

 

Dec/10

 

Jun/11

 

Dec/10

Income tax and social contribution

28,466

 

-

 

-

 

-

Cofins and pasep

50,908

 

48,149

 

-

 

-

Paes

36,040

 

35,364

 

36,040

 

53,045

INSS

27,222

 

24,112

 

-

 

-

Others

13,528

 

50,143

 

-

 

-

Total

156,164

 

157,768

 

36,040

 

53,045

 

 

 

CONSOLIDATED

 

Current

 

Non-current

 

Jun//11

 

Dec/10

 

Jun/11

 

Dec/10

Income tax and social contribution

28,527

 

-

 

-

 

-

Cofins and pasep

50,919

 

48.149

 

-

 

-

Paes

36,040

 

35.364

 

36,040

 

53.045

INSS

27,222

 

24.112

 

-

 

-

Others

13,847

 

50.425

 

-

 

-

Total

156,555

 

158.050

 

36,040

 

53.045

 

                                                              Page: 56


 

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The reduction in the current liabilities of R$1,495 occurred mainly as a result of the reduction in the balance of item “Others”, referring to income tax withheld, in the amount of R$33,032, calculated on interests on shareholders’ equity declared in December, 2010, being that the payment of the referred tax was made in January, 2011. This decrease was offset by IRPJ and CSLL payable on June 30, 2011 in the amount of R$28,466.

 

The reduction of R$17,006 in non current liabilities occurred as a result of the payment flow and adequacy of the short term and long term balance of the Special Program (Paes) of the holding, according to the information below.

 

The company applied for the Special Installment Payment Request (Paes) on July 15, 2003, pursuant Law nr. 10684 of May 30, 2003, including in this application the debts related to the Cofins and to the Pasep involved in judicial lawsuit against the application of Law nr. 9718/98 and consolidated the remaining balance of the Tax Recovery Program (Refis). The total amount included in the Paes was R$316,953, as follows:

 

Tax

 

Principal

 

Penalty

 

Interests

 

Total

COFINS

 

132,499

 

13,250

 

50,994

 

196,743

PASEP

 

5,001

 

509

 

2,061

 

7,571

REFIS

 

112,639

 

-

 

-

 

112,639

Total

 

250,139

 

13,759

 

53,055

 

316,953

 

The debt is being paid in 120 months. The amounts paid in the 1st semester, 2011 and in the year 2010 were R$17,878 and R$34,744, respectively. Financial expenses were recorded in the amount of R$732 in the 2nd quarter of 2011 (R$1,070 in the 2nd quarter, 2010) and R$1,549 of 1st semester of 2011 (R$2,225 1st semester, 2010). The outstanding debt on June 30, 2011 was R$72,080. The assets granted in guarantee to the previous Refis Program, in the amount of R$249,034 continue to guarantee the amounts of the Paes Program.

 

14.       DEFERRED TAXES AND CONTRIBUTIONS

 

(a)        Balances

 

 

Holding

 

Consolidated

 

Jun/11

 

Dec/10

 

Jun/11

 

Dec/10

Deferred income tax asset

 

 

 

 

 

 

 

Provision for contingencies

554,142

 

539,394

 

554,142

 

539,394

Social security obligations –G1

171,249

 

162,552

 

171,249

 

162,552

Social security obligations –G0

85,271

 

85,271

 

85,271

 

85,271

Donation of assets related to the concession contracts

38,213

 

38,213

 

38,213

 

38,213

Others

193,365

 

177,816

 

196,416

 

179,356

Total deferred tax asset

1,042,240

 

1,003,246

 

1,045,291

 

1,004,786

 

 

 

 

 

 

 

Deferred income tax liability

 

 

 

 

 

 

 

Temporary difference on concession of intangible asset

(699,580)

 

(711,283)

 

(699,580)

 

(711,283)

Capitalization of loan costs

(143,707)

 

(102,339)

 

(143,707)

 

(102,339)

Income– public entities

(76,903)

 

(72,968)

 

(76,903)

 

(72,968)

Others

(46,355)

 

(38,743)

 

(48,850)

 

(39,756)

Total deferred tax liability

(966,545)

 

(925,333)

 

(969,039)

 

(926,346)

 

 

 

 

 

 

 

 

Deferred Tax asset (liability) in the balance sheet

75,695

 

77,913

 

76,252

 

78,440

 
 

                                                              Page: 57


 

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The increase to the balance of deferred tax asset, in the amount of  R$40,505 occurred as a result from the calculation of the tax on the higher provision for losses related to the sale of water in wholesale (note 7(c)), of provisions for contingency losses (note 16) and social security obligations G1 (note 15(i)).

   

The increase in the balance of deferred tax liability, in the amount of R$42,693 occurred mainly as a result of the calculation of the deferred tax on the capitalization of costs from loans.

 

(b)       Conciliation of the effective tax rate

 

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

 

 

Holding

 

Apr-Jun/11

Jan-Jun/11

Apr-Jun/10

Jan-Jun/10

 

692,997

1,071,724

483,956

962,846

Income before taxes on income

34%

34%

34%

34%

Statutory rate

(235,619)

(364,386)

(164,545)

(327,368)

Tax expense at statutory rate

 

 

 

 

Permanent differences

(18)

(67,276)

(10,544)

(25,905)

Provision Act 4819/58 (i)

23,379

23,379

-

-

Earnings in cash

(1,092)

(1,000)

10,582

8,921

Other differences

(213,350)

(409,283)

(164,507)

(344,352)

Income tax and social contribution

 

 

 

 

Current income tax and social contribution

(197,704)

(407,018)

(198,095)

(435,026)

Deferred income tax and social contribution

(15,646)

(2,265)

33,588

90,674

Effective tax rate

31%

38%

34%

36%

 

 

 

Consolidated

 

Apr-Jun/11

Jan-Jun/11

Apr-Jun/10

Jan-Jun/10

 

693,132

1,071,822

483,956

962,846

Income before taxes on income

34%

34%

34%

34%

Statutory rate

(235,665)

(364,419)

(164,545)

(327,368)

Tax expense at statutory rate

 

 

 

 

Permanent differences

(18)

(67,276)

(10,544)

(25,905)

Provision Act 4819/58 (i)

23,379

23,379

-

-

Earnings in cash

(1,181)

(1,065)

10,582

8,921

Other differences

(213,485)

(409,381)

(164,507)

(344,352)

Income tax and social contribution

 

 

 

 

Current income tax and social contribution

(197,832)

(407,146)

(198,095)

(435,026)

Deferred income tax and social contribution

(15,653)

(2,235)

33,588

90,674

Effective tax rate

31%

38%

34%

36%

 

(i)            Permanent difference related to the provision referring to the actuarial obligation (note 8 (vii)).

 

                                                              Page: 58


 

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Transitional Tax Regime – RTT

 

For the purposes of calculation of income tax and social contribution on net income of the years of 2009 and 2008, the Company and its subsidiaries adopted the RTT, which allows the legal entity to eliminate the accounting effects of the Law 11.638/07 and Provisional Measure 449/08, converted into Law 11.941/09, by the registers in the fiscal books - LALUR and auxiliary controls, without any change in the accounting books.

 

In 2011, the Company also adopted the same tax practices adopted in 2008, 2009 and 2010, since the RTT shall be in force until the enacting of the Law that rules the tax effects of the new accounting standards, seeking the tax neutrality.

 

 

15.       BENEFITS TO EMPLOYEES

 

(a)        Assistance Plan

 

Managed by Fundação SABESP de Seguridade Social – Sabesprev, it is constituted by optional health plan, of free choice, kept by contributions from the sponsor and the participants, which were the following in the period:

 

From the Company: 7.4%, on average, on the payroll;

 

From the participants: 3.21%, on base salary and bonus, which corresponds to the average of 1.4% on the payroll.

 

(b)       The amounts recorded in the balance are the following:

 

Funded Plan – G1

 

Social security obligations in December, 2010

487,332

Expenses recorded in 2011

25,578

Social security obligations in June 2011

512,910

 

 

Unfunded Plan – G0

 

Social security obligations in December, 2010

1,316,706

Actuarial losses calculated in December 31, 2010 (ii)

157,527

Expenses recorded in 2011

26,562

Social security obligations in June, 2011

1,500,795

Total

2,013,705

 

(i)        Plan G1

 

Managed by Fundação SABESP de Seguridade Social – Sabesprev, the defined benefit plan (“Plano G1”) receives monthly contributions as follows: 2.0% from the Company and 2.2% from the participants.

 

In June 30, 2011, the Company had a net actuarial obligation of R$512,910 (Dec/10 – R$487,332) that represents the difference between the present value of the Company´s obligations related to the participants that are employees, retirees and pensioners and the fair value of the related assets, and unrecognized actuarial gains.

 

With the purpose to settle the debt referring to the Defined Benefit Plan (BD) G1, as of July, 2010, Sabesp and SABESPREV have structured a process through which the participants could elect to change from the Defined Benefit Plan to Defined Contribution Plan, the SABESPREV Mais.

 

                                                              Page: 59


 

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The period for migrating the plan, from July to November, 2010, was suspended through preliminary injunction granted by the Court of Justice of the State of Sao Paulo on October 20, 2010, until the allegations from the parties involved are analyzed.

 

(ii)       Plan G0

 

The Company makes payments, due to judicial decision, of pension and retirement supplemental plan to former employees and pensioners provided by Law nr. 4819/58. These amounts are recorded as accounts receivable from shareholders, limiting to the amounts recognized as due by the Government of the State.

 

In June 30, 2011, the Company had an obligation to the Plan G0 of R$1,500,795 (Dec/10 – R$1,316,706). In the period from January to June, 2011, the additional amount of R$157,527, referring to the amortization of actuarial gains and losses, corresponding to the portion that exceeded 10% of the present value of the actuarial obligation (corridor) of the calculation of December, 2010.

 

(c)        Profit Sharing

 

Based on the negotiations held between the Company and the entities that represent the functional class, it was implemented the Profit Sharing Plan, considering the period from January to December, 2010, with the distribution of the amount corresponding to one payroll, upon the setting of targets. In the second quarter, 2011 it was accrued the amount of R$15,253 (second quarter of 2010 – R$14,925).

 

 

16.       PROVISIONS FOR CONTINGENCIES

 

Management, based on a joint analysis with its legal counsel, made a provision whose amount was considered sufficient to cover probable losses on lawsuits. The amounts related to lawsuits in the sentence execution stage, recorded in current liabilities, under the caption “Provisions”, of R$737,846 (Dec/2010 - R$766,603), and the amounts recorded in non-current liabilities, under the caption “Provisions”, of  R$777,278 (Dec/2010 - R$693.227). The amount paid in the first semester of 2011 was R$ 66,194.

 

 

HOLDING AND CONSOLIDATED

 

Dec/10

Additions

Deductions

Interest, adjustments Monetary and reversals

Jun/11

Customers (i)

770,205

76,967

(70,116)

14,118

791,174

Suppliers (ii)

372,889

4,287

(68)

14,041

391,149

Other civil lawsuits (iii)

175,932

14,626

(15,562)

3,711

178,707

Tax (iv)

58,658

5,565

(705)

8,109

71,627

Labor (v)

137,232

23,231

(13,639)

7,016

153,840

Environmental (vi)

65,095

4,570

(23,506)

(2,825)

43,334

Subtotal

1,580,011

129,246

(123,596)

44,170

1,629,831

Judicial deposits

(120,181)

(5,322)

13,533

(2,737)

(114,707)

Total

1,459,830

123,924

(110,063)

41,433

1,515,124

 

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The main variations in the period additions related to new processes with customers and the change in expectation of loss related to labor and, in the case of low due to the revised estimate and agreement occurred in the environmental sphere.

 

(i)        Customers - Approximately 1,600 lawsuits were filed by commercial customers, which claim that their tariffs should be equal to the tariffs of another consumer category, and therefore claim the refund of the amounts collected by Sabesp. The Company was granted both favorable and unfavorable final decisions at several courts, and recognized provisions when the likelihood of loss is considered probable.

 

(ii)       Suppliers - Suppliers’ claims include lawsuits filed by some building companies alleging an underpayment of monetary adjustments, withholding of amounts related to the understatement of official inflation rates after the Real economic plan, and the economic and financial imbalance of the agreements. These lawsuits are in progress at different courts and a provision is recognized when the likelihood of loss is considered probable.

 

(iii)      Other civil lawsuits - refer mainly to indemnity claims for property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels, duly accrued when classified as probable losses.

 

(iv)      Tax lawsuits - the provision for tax contingencies refers mainly to issues related to tax collections challenged due to differences in the interpretation of legislation by the Company’s legal counsel, duly accrued when classified as probable losses.

 

(v)       Labor lawsuits - the Company is a party to labor lawsuits, involving issues such as overtime, health hazard premium and hazardous duty premium, prior notice, change of function, salary equalization, and other. Part of the amount involved is in provisional or final execution at various court levels, and thus is classified as a probable loss and accordingly a provision was recognized.

 

(vi)      Environmental lawsuits - refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental - Cetesb and the São Paulo State Public Prosecution Office for the imposition of fines for environmental damages allegedly caused by the Company. The amounts recognized in provision do not always represent the final amount to be disbursed as indemnity of alleged damages, in view of the current stage in which such lawsuits are and Management’s impossibility to reasonably estimate the amounts of future disbursements.

 

Lawsuits with possible likelihood of loss

 

The Company is a party to lawsuits and administrative proceedings related to environmental, tax, civil and labor lawsuits, which are considered by its legal counsel as possible losses, and are not recorded in the books. The amount attributed to these lawsuits and proceedings is approximately R$2,482,900 as of June 30, 2011 (Dec/2010 - R$2,297,900).

 

The other information is presented in annual financial statements of December 31, 2010.

 

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17.       REVENUE 

 

(a)        Gross Sales of Goods and Services

 

 

HOLDING

 

2st qtr/11

1st sem/11

2st qtr/10

1st sem/10

Metropolitan Region of São Paulo

1,484,456

2,926,123

1,410,365

2,755,446

Regional systems(i) 

500,949

1,049,112

454,175

953,601

Total (ii)

1,985,405

3,975,235

1,864,540

3,709,047

 

 

 

CONSOLIDATED

 

2st qtr/11

1st sem/11

2st qtr/10

1st sem/10

Metropolitan Region of São Paulo

1,484,456

2,926,123

1,410,365

2,755,446

Regional systems(i) 

502,723

1,051,930

454,175

953,601

Total (ii)

1,987,179

3,978,053

1,864,540

3,709,047

 

(i)        Comprises the municipalities operated in the Interior of the State of São Paulo.

 

(ii)       The gross operating revenue from sales and services presented an increase of 7.2%  in the first semester of 2011 when compared to the first semester of 2010, due mainly to the tariff increase of 4.05% occurred in September, 2010 and increase in volume of 3.0%.

 

(b)       Reconciliation of gross revenue to net

 

 

HOLDING

 

2st qtr/11

1st sem/11

2st qtr/10

1st sem/10

Gross revenues from sales and/or services

1,985,405

3,975,235

1,864,540

3,709,047

Revenues from Construction

498,539

948,711

542,622

994,855

Sales taxes

(144,160)

(289,540)

(134,665)

(268,270)

Net revenue

2,339,783

4,634,406

2,272,497

4,435,632

 

 

 

CONSOLIDATED

 

2st qtr/11

1st sem/11

2st qtr/10

1st sem/10

Gross revenues from sales and/or services

1,987,179

3,978,053

1,864,540

3,709,047

Revenues from Construction

498,635

948,823

542,622

994,855

Sales taxes

(144,248)

(289,620)

(134,665)

(268,270)

Net recenue

2,341,566

4,637,256

2,272,497

4,435,632

 

 

18.          OPERATING COSTS AND EXPENSES

 

 

HOLDING 

Description

2st Qtr/11

1st Sem/11

2st Qtr/10

2st Sem/10

Cost of sales and services provided:

 

 

 

 

Wages and taxes

289,501

551,075

253,912

485,249

Pension obligations (i)

11,970

23,446

4,835

9,459

Construction costs

486,314

925,729

530,644

972,262

General supplies

31,512

66,181

29,606

60,623

Treatment supplies

35,961

81,566

31,085

67,139

Party services

171,057

302,685

169,106

302,091

Electricity

150,873

291,817

129,293

258,945

General expenses

90,629

174,749

11,696

22,365

Depreciation and amortization

169,897

388,243

141,371

278,311

 

1,437,714

2,805,491

1,301,548

2,456,444

Selling expenses

 

 

 

 

Wages and taxes

52,338

98,248

48,294

91,798

Pension obligations (i)

1,959

3,921

920

2,110

General supplies

1,910

3,650

1,341

2,989

Party services

37,730

109,289

68,932

111,726

Electricity

163

334

189

402

General expenses

17,629

37,840

15,731

31,193

Depreciation and amortization

617

4,149

1,203

2,467

Allowance for doubtful accounts, net of recoveries

(note7(c)) 

42,971

76,107

77,831

88,266

 

155,317

333,538

214,441

330,951

Administrative expenses:

 

 

 

 

Wages and taxes

39,931

75,262

41,377

72,901

Pension obligations (i)

16,449

216,678

46,615

91,695

General supplies

1,151

1,899

1,335

3,015

Party services

23,819

52,077

36,546

76,123

Electricity

282

474

294

673

General expenses

48,720

71,842

8,611

55,210

Depreciation and amortization

5,714

11,932

6,156

10,980

Tax expenditure

10,153

37,537

11,711

38,819

 

146,219

467,701

152,645

349,416

Costs, and selling and administrative expenses:

 

 

 

 

Wages and taxes

381,770

724,585

343,583

649,948

Pension obligations (i)

30,378

244,045

52,370

103,264

Construction costs

486,314

925,729

530,644

972,262

General supplies

34,573

71,730

32,282

66,627

Treatment supplies

35,961

81,566

31,085

67,139

Party services

232,606

464,051

274,584

489,940

Electricity

151,318

292,625

129,776

260,020

General expenses (ii)

156,978

284,431

36,038

108,768

Depreciation and amortization (iii)

176,228

404,324

148,730

291,758

Tax expenditure

10,153

37,537

11,711

38,819

Allowance for doubtful accounts, net of recoveries

(note7(c)) 

42,971

76,107

77,831

88,266

 

1,739,250

3,606,730

1,668,634

3,136,811

 
 

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CONSOLIDATED

Description

2st Qtr/11

1st Sem/11

2st Qtr/10

2st Sem/10

Cost of sales and services provided:

 

 

 

 

Wages and taxes

289,659

551,366

253,912

485,248

Pension obligations (i)

11,970

23,446

4,835

9,460

Construction costs

486,890

926,319

530,644

972,262

General supplies

31,547

66,268

29,606

60,623

Treatment supplies

35,991

81,623

31,085

67,139

Party services

171,257

303,020

169,106

302,091

Electricity

151,124

292,309

129,293

258,945

General expenses

90,805

174,969

11,696

22,365

Depreciation and amortization

169,903

388,250

141,371

278,311

 

1,439,146

2,807,570

1,301,548

2,456,444

Selling expenses

 

 

 

 

Wages and taxes

52,402

98,333

48,294

91,798

Pension obligations (i)

1,959

3,921

920

2,110

General supplies

1,910

3,650

1,341

2,989

Party services

37,739

109,304

68,932

111,726

Electricity

163

334

189

402

General expenses

17,631

37,843

15,731

31,193

Depreciation and amortization

617

4,149

1,203

2,467

Allowance for doubtful accounts, net of recoveries

(note7(c)) 

42,971

76,107

77,831

88,266

 

155,392

333,641

214,441

330,951

Administrative expenses:

 

 

 

 

Wages and taxes

40,527

76,557

41,458

73,086

Pension obligations (i)

16,449

216,678

46,615

91,695

General supplies

1,178

1,961

1,337

3,019

Party services

24,339

53,002

36,568

76,161

Electricity

283

477

294

673

General expenses

48,859

72,158

8,626

55,244

Depreciation and amortization

5,719

11,940

6,157

10,981

Tax expenditure

10,207

37,638

11,711

38,819

 

147,561

470,411

152,766

349,678

Costs, and selling and administrative expenses:

 

 

 

 

Wages and taxes

382,588

726,256

343,664

650,132

Pension obligations (i)

30,378

244,045

52,370

103,265

Construction costs

486,890

926,319

530,644

972,262

General supplies

34,635

71,879

32,284

66,631

Treatment supplies

35,991

81,623

31,085

67,139

Party services

233,335

465,326

274,606

489,978

Electricity

151,570

293,120

129,776

260,020

General expenses (ii)

157,295

284,970

36,053

108,802

Depreciation and amortization (iii)

176,239

404,339

148,731

291,759

Tax expenditure

10,207

37,638

11,711

38,819

Allowance for doubtful accounts, net of recoveries

(note7(c)) 

42,971

76,107

77,831

88,266

 

1,742,099

3,611,622

1,668,755

3,137,073

 
 

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(i)        Increase occurred in social security obligations due to the increase in the actuarial liability related to the benefits of supplement to retirement and pension granted by State Law nr. 4819/58 (Plan G0) in the amount of R$157,527 with impact in January 1st, 2011.

 

(ii)       Increase in general expenses caused by the participation of 7.5% of gross revenue of the capital as expected in the agreement with the municipality of Sao Paulo.

 

(iii)      Increase in amortization resulting from the adequacy of the amortization period between the useful life of the item or the effectiveness of the contract, whichever is lower.

 

 

19.          OPERATING INCOME AND EXPENSES

 

 

HOLDING

Description

2st Qtr/11

1st Sem/11

2st Qtr/10

2st Sem/10

Cost of sales and services provided:

 

 

 

 

Interest and charges on loans and financing - local currency

(75,799)

(195,929)

(101,349)

(182,896)

Interest and charges on loans and financing -

foreign currency

(17,883)

(37,149)

(11,798)

(27,481)

Other financial expenses

(12,465)

(37,253)

(35,896)

(68,837)

Income tax on shipping abroad

(2,613)

(4,512)

(928)

(1,640)

Monetary variation on loans and financing

(15,060)

(34,826)

(22,805)

(48,837)

Other Monetary variation

(145)

(5,156)

(2,459)

(13,903)

Financial Provisions for contingencies

(24,272)

(44,170)

(22,263)

(112,326)

Total financial expenses

(148,237)

(358,995)

(197,498)

(455,920)

 

 

 

 

 

Financial income:

 

 

 

 

Monetary variation gains

30,302

47,398

47,583

70,864

Income from financial investments

80,177

141,522

28,517

46,221

Interest and others

19,098

36,602

19,826

42,097

Total financial income

129,577

225,522

95,926

159,182

 

 

 

 

 

Financial net before the exchange rate changes

(18,660)

(133,473)

(101,572)

(296,738)

Exchange rate changes, net:

 

 

 

 

Exchange variation on loans and financing (i)

74,251

143,348

(18,409)

(42,623)

Other Exchange rate changes

(8)

(8)

(69)

(160)

Active Exchange variation

(10,032)

(14,950)

54

129

 

64,211

128,390

(18,424)

(42,654)

 

 

 

 

 

Net financial

45,551

(5,083)

(119,996)

(339,392)

 

 

 

CONSOLIDATED

Description

2st Qtr/11

1st Sem/11

2st Qtr/10

2st Sem/10

Cost of sales and services provided:

 

 

 

 

Interest and charges on loans and financing - local currency

(75,963)

(196,169)

(101,349)

(182,896)

Interest and charges on loans and financing -

foreign currency

(17,883)

(37,149)

(11,798)

(27,481)

Other financial expenses

(12,469)

(37,274)

(35,896)

(68,837)

Income tax on shipping abroad

(2,613)

(4,512)

(928)

(1,640)

Monetary variation on loans and financing

(15,060)

(34,826)

(22,805)

(48,837)

Other Monetary variation

(145)

(5,156)

(2,459)

(13,903)

Financial Provisions for contingencies

(24,272)

(44,170)

(22,263)

(112,326)

Total financial expenses

(148,405)

(359,256)

(197,498)

(455,920)

 

 

 

 

 

Financial income:

 

 

 

 

Monetary variation gains

30,303

47,407

47,583

70,864

Income from financial investments

80,220

141,580

28,531

46,259

Interest and others

19,107

36,624

19,826

42,097

Total financial income

129,630

225,611

95,940

159,220

 

 

 

 

 

Financial net before the exchange rate changes

(18,775)

(133,645)

(101,558)

(296,700)

Exchange rate changes, net:

 

 

 

 

Exchange variation on loans and financing (i)

74,251

143,348

(18,409)

(42,623)

Other Exchange rate changes

(8)

(8)

(69)

(160)

Active Exchange variation

(10,030)

(14,947)

54

129

 

64,213

128,393

(18,424)

(42,654)

 

 

 

 

 

Net financial

45,438

(5,252)

(119,982)

(339,354)

 
 

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(i)        Decrease in foreign exchange variation on external loans and financings generating negative impact resulting from the devaluation of the North-American dollar in 2011 compared to a valuation in 2010.

 

 

20.       OTHER OPERATING INCOME (EXPENSES), NET

 

The break-down of “other operating income (expenses), net” is the following:

 

 

HOLDING

 

2ndQ/11

 

1stS/11

 

2ndQ/10

 

1stS/10

Other operating income (i)

60,535

 

66,324

 

13,588

 

19,353

Cofins e pasep

(5,599)

 

(6,135)

 

(1,590)

 

(2,259)

Other operating income net

54,936

 

60,189

 

11,998

 

17,094

Other operating expenses

(6,737)

 

(8,806)

 

(11,802)

 

(13,453)

Other operating income (expenses), net

48,199

 

51,383

 

196

 

3,641

 

 

 

CONSOLIDATED

 

2ndQ/11

 

1stS/11

 

2ndQ/10

 

1stS/10

Other operating income (i)

60,563

 

66,381

 

13,588

 

19,353

Cofins e pasep

(5,599)

 

(6,135)

 

(1,590)

 

(2,259)

Other operating income net

54,964

 

60,246

 

11,998

 

17,094

Other operating expenses

(6,737)

 

(8,806)

 

(11,802)

 

(13,453)

Other operating income (expenses), net

48,227

 

51,440

 

196

 

3,641

 

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Other operating income are comprised by sale of fixed assets, sales of public notices, as well as indemnifications and reimbursement of expenses, lease of real estate, water for reuse, Pura and Aqua log’s projects and services.

 

Other operating expenses are substantially comprised by write-off of fixed assets due to obsolescence, discontinued works, non productive wells, economic unviable projects and loss of fixed assets.

 

(i)        Other operating revenue presented an increase mainly due to the adherence to the contract  of Alienation of Exclusivity Right of deposits of payments of the employees of Sabesp with Nossa Caixa and Banco do Brasil.

 

 

21.       BUSINESS SEGMENT INFORMATION  

 

The Company's management has defined operating segments based  on  account balances in  Brazilian GAAP, used  for making strategic decisions.

 

The Company's management considers the deal  as  providing  water and sewer service. No  operating segment was  added

 

Information by  business segment for  the period ended June 30, 2011 are as follows: 

 

 

 

CONSOLIDATED

 

 

January to June of 2011

 

 

Water

 

Sewer

 

Reconciliation to

Financial Statements

 

Balance according to

the Financial Statements

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

2,201,692

 

1,776,361

 

948,823

 

4,926,876

 

 

 

 

 

 

 

 

 

Deductions

 

(160,277)

 

(129,343)

 

    -

 

(289,620)

 

 

 

 

 

 

 

 

 

Net sales and services - from external customers

 

2,041,415

 

1,647,018

 

948,823

 

4,637,256

 

 

 

 

 

 

 

 

 

Costs and expenses Selling and administrative

 

(1,697,941)

 

(987,362)

 

(926,319)

 

(3,611,622)

 

 

 

 

 

 

 

 

 

Operating profit before other expenses Net operating

 

343,474

 

659,656

 

22,504

 

1,025,634

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

51,440

 

 

 

 

 

 

 

 

 

Profit from operations before financial and tax

 

 

 

 

 

 

 

1,077,074

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

226,302

 

178,037

 

-

 

404,339

 

 

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Information by business segment for the period ended June 30, 2010 are as follows:

 

 

 

CONSOLIDATED

 

 

 

January to June of 2010

 

 

 

Water

 

Sewer

 

Reconciliation to

Financial Statements

 

Balance according to

the Financial Statements

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services - from external customers

 

2,144,900

 

1,645,161

 

913,841

 

4,703,902

 

 

 

 

 

 

 

 

 

 

 

Deductions

 

(151,821)

 

(116,449)

 

-

 

(268,270)

 

 

 

 

 

 

 

 

 

 

 

Net sales and services - from external customers

 

1,993,079

 

1,528,712

 

913,841

 

4,435,632

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses Selling and administrative

 

(1,415,274)

 

(761,926)

 

(959,873)

 

(3,137,073)

 

 

 

 

 

 

 

 

 

 

 

Operating profit before other expenses Net operating

 

577,805

 

766,786

 

(46,032)

 

1,298,559

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

 

3,641

 

 

 

 

 

 

 

 

 

 

 

Profit from operations before financial and tax

 

 

 

 

 

 

 

1,302,200

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

160,993

 

133,816

 

(3,050)

 

291,759

 

 

 

Operating profit of the parent totals the amount of R$ 1,076,807 (Jun/2010 - R$ 1,302,238), being the difference of R$ 267 (Jun/2010 - R$38) represented by the financial results and income tax and social contribution of controlled together.

 

The adjustments in gross revenue from sales and services are as follows:

 

 

January to June

 

2011

 

2010

 

 

 

 

Reclassificação de receitas que não são consideradas virtualmente certas (a)

-

 

(81,014)

Receita bruta de construção referente ao ICPC 1 (b)

948,823

 

994,855

 

948,823

 

913,841

 

Adjustments to cost, selling expenses and administrative expenses are as follows:

 

 

January to June

 

2011

 

2010

 

 

 

 

Reclassification of allowance for losses (a)

-

 

81,014

Construction cost related to the ICPC 1 (b)

(926,319)

 

(972,262)

Other adjustments (c) 

-

 

(68,625)

 

(926,319)

 

(959,873)

 

(a)        Reclassification for services rendered at wholesale to municipalities in the metropolitan region of Sao Paulo, whose receipt is virtually certain and that should not be recognized as revenue for CPC / IFRS.

 

 

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(b)       The revenue of construction is recognized as CPC 17, "Construction Contracts (IAS 11) using the percentage method of execution.

 

(c)        Other adjustments relate primarily to pension plans, taxes, depreciation, amortization, capitalization of borrowing costs and donations.

 

 

22.       EQUITY  

 

(a) Authorized capital

 

The Company is authorized to increase its capital up to the limit of $ 10,000,000 (Dec/10 - R$10,000,000) by the Board of Directors and Audit Committee heard.

 

(b) Capital subscribed and paid

 

The subscribed and paid-up consists of 227,836,623 ordinary shares (Dec/10 - 227,836,623), book entry shares, without par value, as follows:

 

 

Number of shares

      %

Department of Finance

114,508,082

50.26

Brazilian Clearing and Depository

50,783,040

22.29

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

61,921,380

27.18

Other

624,121

0.27

 

227,836,623

100.00

 

(*) each ADR equals two shares

 

The additional dividend proposed, in the amount of R$68,761, referring to the fiscal year of 2010, was approved in the General Shareholders’ Meeting of April 28, 2011.

 

Further information on equity, such as remuneration to shareholders, object and purpose of reserves are found in footnote 18 of the Annual Financial Statements December 31, 2010.

 

 

23. EARNINGS PER SHARE

 

(a)        Basic and diluted

 

Basic earnings per share is calculated by dividing the profit attributable to shareholders by the weighted average number of ordinary shares issued during the.

 

 

2ndQ/2011

 

2ndQ/2010

 

 

 

 

Profit attributable to shareholders

479,647

 

319,449

Weighted average number of common shares issued

227,836,623

 

227,836,623

 

 

 

 

Basic and diluted earnings per share (dollars per share)

2.10522

 

1.40210

 

The Company had no potential common shares outstanding, such as debt convertible into common shares. Thus, the basic and diluted earnings per share are the same.

 

 

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24.       COMMITMENTS 

 

(i) operational Rentals

 

On June 30, 2011, rents have contracted operational require minimum payments as follows:

 

2011

43,650

2012

58,427

2013

45,260

2014

11,482

Total

158,819

 

The rental expenses for the periods ended June 30, 2011 and 2010 were R$9,138 and R$7,338, respectively. The figures refer to the following accounts: real estate rentals, rental of machinery and equipment, rental of computer equipment, car rentals, automotive equipment rental and leasing of copying machines. The contracts of lease operating close in 2014.

 

(ii)       Electricity 

 

The Company has  long-term contracts for  firm commitments with suppliers of  electricity  for own use. On  June 30, 2011 the main values  of  contracts  of this type are as follows:

 

2011

200,278

2012

161,958

2013

88,987

2014

85,205

2015

80,589

Total

617,017

 

The cost of electricity for the periods ended June 30, 2011 and 2010 were R$ 151,387 and R$129,851 respectively. The agreements contain strong demand in 2015.

 

 

25.       CONTRACTING WITH THE MUNICIPALITY OF SÃO PAULO

 

No change or relevant information, according to note 26 of the Annual Financial Statements December 31, 2010.

 

 

 

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OTHER INFORMATION CONSIDERED MATERIAL BY THE COMPANY

 

1.         EVOLUTION OF THE INVOLVEMENT OF DRIVER, DIRECTORS AND OFFICERS

 

 

CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDER, DIRECTORS AND OFFICERS AND OUTSTANDING SHARES

Position at June 30, 2011

Shareholder

Number of Common Shares

(In units)

%

Total Number

of Shares

(In units)

%

Controlling Shareholder

 

 

 

 

State Finance Department

114,508,082

50.3%

114,508,082

50.3%

Management

 

 

 

 

Board of Directors

2,010

0

2,010

0

Executive Board

603

0

603

0

 

 

 

 

 

Supervisory Board

-

-

-

-

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

114,510,695

50.3%

114,510,695

50.3%

 

 

 

 

 

Outstanding Shares

113,325,928

49.7%

113,325,928

49.7%

 

 

CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDER, DIRECTORS AND OFFICERS AND OUTSTANDING SHARES

Position at June 30, 2010

Shareholder

Number of Common Shares

(In units)

%

Total Number

of Shares

(In units)

%

Controlling Shareholder

 

 

 

 

State Finance Department

114,508,083

50.3%

114,508,083

50.3%

Management

 

 

 

 

Board of Directors

5,209

0

5,209

0

Executive Board

-

-

-

-

 

 

 

 

 

Supervisory Board

-

-

-

-

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

114,513,292

50.3%

114,513,292

50.3%

 

 

 

 

 

Outstanding Shares

113,323,331

49.7%

113,323,331

49.7%

 
 

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2.  SHAREHOLDING POSITION

 

 

SHAREHOLDING POSITION OF HOLDERS OF MORE THAN 5% OF SHARES OF EACH CATEGORY AND CLASS OF SHARES OF THE COMPANY, UP TO THE LEVEL OF INDIVIDUAL

 

Company:

 

CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Position at June 30, 2011

(In Shares)

 

Common Shares

Total

Shareholder

Number

%

Number

%

State Finance Department

114,508,082

50.3

114,508,082

50.3

 

 

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Opinions and Statements / Report of the Special Review-Without Reservation

 

 

Companhia de Saneamento

Básico do Estado de São Paulo - SABESP

Quarterly Information (ITR) at

 June 30, 2011

and Report on Review of

Quarterly Information

 

 

Report on Review of Quarterly Information

 

 

To the Board of Directors and Stockholders

Companhia de Saneamento Básico do

Estado de São Paulo – SABESP           

 

 

 

 

 

Introduction

 

We have reviewed the accompanying parent company and consolidated interim accounting information of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, included in the Quarterly Information Form (ITR)  for the quarter ended June 30, 2011, comprising the balance sheet at that date and the statements of income for the quarter and six-month period then ended, as well as the statements of changes in equity and cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory information.

 

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

 

Scope of review

 

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (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 information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

 

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Conclusion on the parent company

interim information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the Brazilian Securities Commission (CVM).

 

Conclusion on the consolidated

interim information

 

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

 

 

 

 

 

 

 

 

Other matters

 

Interim statements of

value added

 

We have also reviewed the parent company and consolidated interim statements of value added for the six-month period ended June 30, 2011, which are required to be presented in accordance with standards issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which does not require the presentation of the statement of value added. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been properly prepared, in all material respects, in relation to the parent company and consolidated interim accounting information taken as a whole.

 

São Paulo, August 11, 2011

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

 

 

Valdir Renato Coscodai

Accountant CRC 1SP165875/O-6

 

 

                                                              Page: 73


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 29, 2011
 
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.