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___
PUBLIC FEDERAL SERVICE | ||||
CVM - SECURITIES EXCHANGE COMMISSION | ||||
ITR - QUARTERLY INFORMATION | 06/30/2009 | Corporate Legislation | ||
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES |
REGISTRATION WITH THE CVM DOES NOT IMPLY ANY ANALYSIS OF THE COMPANY. MANAGEMENT IS RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION PROVIDED. |
01.01 - IDENTIFICATION
1 - CVM CODE 01444 -3 |
2 - COMPANY'S NAME CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO |
3 - Federal Taxpayers' Registration Number (CNPJ) 43.776.517/0001 - 80 |
4 - State Registration Number - NIRE 35300016831 |
01.02 - HEAD OFFICE
1 ADDRESS Rua Costa Carvalho, 300 |
2 - SUBURB OR DISTRICT Pinheiros |
|||
3 - POSTAL CODE 05429 -900 |
4 - MUNICIPALITY São Paulo |
5 - STATE SP |
||
6 - AREA CODE |
7 - TELEPHONE 3388-8000 |
8 - TELEPHONE 3388- 8200 |
9 - TELEPHONE 3388- 8201 |
10 - TELEX |
11 - AREA CODE 11 |
12 - FAX 3813-0254 |
13 - FAX - |
14 - FAX - |
|
15 - E-MAIL sabesp@sabesp.com.br |
01.03 - INVESTOR RELATIONS OFFICER (Companys Mail Address)
1 - NAME Rui de Britto Álvares Affonso |
|||||
2 ADDRESS Rua Costa Carvalho, 300 |
3 SUBURB OR DISTRICT Pinheiros |
||||
4 - POSTAL CODE 05429 -900 |
5 - MUNICIPALITY São Paulo |
6 - STATE SP |
|||
7 - AREA CODE 11 |
8 - TELEPHONE 3388- 8247 |
9 - TELEPHONE 3388 -8386 |
10 - TELEPHONE - |
11 - TELEX |
|
12 - AREA CODE 11 |
13 - FAX 3815- 4465 |
14 - FAX - |
15 - FAX - |
||
16 - E-MAIL raffonso@sabesp.com.br |
01.04 - GENERAL INFORMATION/INDEPENDENT ACCOUNTANT
CURRENT YEAR | CURRENT QUARTER | PRIOR QUARTER | |||||
1 -BEGIN NING | 2 - END | 3 - QUARTER | 4 -BEGINNING | 5 - END | 6 - QUARTER | 7 -BEGINNING | 8 - END |
01/01/2009 | 12/31/2009 | 1 | 04/01/2009 | 06/30/2009 | 1 | 01/01/2009 | 03/31/2009 |
9 INDEPENDENT ACCOUNTANT PRICEWATERHOUSECOOPERS INDEPENDENT AUDITORS |
10 - CVM CODE 00287-9 |
||||||
11 PARTNER RESPONSIBLE Paulo Cesar Estevão Netto |
12 - INDIVIDUAL TAXPAYERS' REGISTRATION NUMBER OF THE PARTNER RESPONSIBLE 018.950.957-00 |
Page: 1
01.05 - CAPITAL COMPOSITION
NUMBER OF SHARES (thousand) |
1 - CURRENT QUARTER 06/30/2009 |
2 - PRIOR QUARTER 03/31/2009 |
3 - SAME QUARTER IN PRIOR YEAR 06/30/2008 |
Paid- up Capital | |||
1 - Common | 227,836 | 227,836 | 227,836 |
2 - Preferred | 0 | 0 | 0 |
3 - Total | 227,836 | 227,836 | 227,836 |
Treasury Shares | |||
4 - Common | 0 | 0 | 0 |
5 - Preferred | 0 | 0 | 0 |
6 - Total | 0 | 0 | 0 |
01.06 - CHARACTERISTICS OF THE COMPANY
1 - TYPE OF COMPANY Commercial, Industrial and Other |
2 - SITUATION Operational |
3 - NATURE OF OWNERSHIP State-owned |
4 - ACTIVITY CODE 1160 - Sanitation, Water and Gas Services |
5 - MAIN ACTIVITY Water Capture, Treatment and Distribution; Sewage Collection and Treatment |
6 - TYPE OF CONSOLIDATION Total |
7 - TYPE OF REPORT OF INDEPENDENT ACCOUNTANTS Qualified |
01.07 - COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
1 - ITEM | 2 - CNPJ | 3 - NAME |
01.08 - DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 - ITEM | 2 - EVENT | 3 - DATE OF APPROVAL |
4 - TYPE | 5 - DATE OF PAYMENT |
6 - TYPE OF SHARE |
7 - AMOUNT PER SHARE |
01 | Board of Directors Meeting | 07/31/2008 | Interest on capital | 06/26/2009 | Registered common | 0.8800000000 |
02 | Board of Directors Meeting | 01/15/2009 | Interest on capital | 06/26/2009 | Registered common | 0.4200000000 |
03 | Board of Directors Meeting | 05/14/2009 | Interest on capital | Registered common | 0.6100000000 |
Page: 2
01.09 - SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT YEAR
1 - ITEM | 2 - DATE OF ALTERATION |
3 - CAPITAL (R$ thousand) |
4 - AMOUNT OF THE ALTERATION (R$ thousand) |
5 - NATURE OF ALTERATION |
7 - NUMBER OF SHARES ISSUED (Thousand) |
8 - SHARE PRICE ON ISSUE DATE (Reais) |
01.10 - INVESTOR RELATIONS OFFICER
1 - Date 08/ 07/2009 |
2 - SIGNATURE |
Page: 3
02.01 - BALANCE SHEET - ASSETS (In thousands of Brazilian reais - R$)
1 - Code | 2 - Description | 3 - 06/30/2009 | 4 - 03/31/2009 |
1 | Total assets | 20,826,704 | 20,762,003 |
1.01 | Current assets | 2,177,815 | 2,329,374 |
1.01.01 | Cash and cash equivalents | 685,576 | 797,909 |
1.01.01.01 | Cash & Cash Equivalents | 685,081 | 797,010 |
1.01.01.02 | Other cash and cash equivalents | 495 | 899 |
1.01.02 | Receivables | 1,214,474 | 1,274,355 |
1.01.02.01 | Trade accounts receivable | 1,049,740 | 1,127,086 |
1.01.02.02 | Sundry receivables | 164,734 | 147,269 |
1.01.02.02.01 | Balances & Transactions with Related Parties | 164,734 | 147,269 |
1.01.03 | Inventories | 39,146 | 42,228 |
1.01.03.01 | Storeroom supplies - operations | 39,146 | 42,228 |
1.01.04 | Other | 238,619 | 214,882 |
1.01.04.01 | Taxes Recoverable | 3,197 | 6,552 |
1.01.04.02 | Deferred Income Taxes & Social Contribution | 202,249 | 181,286 |
1.01.04.03 | Other receivables | 33,173 | 27,044 |
1.02 | Noncurrent assets | 18,648,889 | 18,432,629 |
1.02.01 | Long-term assets | 2,562,499 | 2,543,180 |
1.02.01.01 | Sundry receivables | 2,562,499 | 2,543,180 |
1.02.01.01.01 | Trade accounts receivable | 276,990 | 282,867 |
1.02.01.01.02 | Balances & Transactions with Related Parties | 1,401,365 | 1,399,023 |
1.02.01.01.03 | Indemnities receivable | 146,213 | 146,213 |
1.02.01.01.04 | Escrow deposits | 51,949 | 51,236 |
1.02.01.01.05 | Deferred Income Tax & Social Contribution | 458,890 | 455,856 |
1.02.01.01.06 | Agreement with Sao Paulo City Hall | 129,647 | 118,511 |
1.02.01.01.07 | Other receivables | 97,445 | 89,474 |
1.02.01.02 | Intercompany receivables | 0 | 0 |
1.02.01.02.01 | Affiliates | 0 | 0 |
1.02.01.02.02 | Subsidiaries | 0 | 0 |
1.02.01.02.03 | Other related parties | 0 | 0 |
1.02.01.03 | Other | 0 | 0 |
1.02.02 | Permanent assets | 16,086,390 | 15,889,449 |
1.02.02.01 | Investments | 4,442 | 4,521 |
1.02.02.01.01 | In affiliated companies | 0 | 0 |
1.02.02.01.02 | In affiliated companies - goodwill | 0 | 0 |
1.02.02.01.03 | In subsidiaries | 3,722 | 3,801 |
1.02.02.01.04 | In subsidiaries - goodwill | 0 | 0 |
1.02.02.01.05 | Other investments | 0 | 0 |
1.02.02.01.06 | Shares in other companies | 698 | 698 |
1.02.02.01.07 | Compulsory deposits - Eletrobrás | 22 | 22 |
1.02.02.02 | Property, plant and equipment | 15,240,545 | 15,047,121 |
1.02.02.02.01 | Property, plant and equipment | 12,191,578 | 12,227,279 |
Page: 4
1 - Code | 2 - Description | 3 - 06/30/2009 | 4 - 03/31/2009 |
1.02.02.02.02 | Construction in progress | 3,048,967 | 2,819,842 |
1.02.02.02.03 | Intangible | 0 | 0 |
1.02.02.02.04 | Deferred charges | 0 | 0 |
1.02.02.03 | Intangible | 841,403 | 837,807 |
1.02.02.04 | Deferred charges | 0 | 0 |
Page: 5
02.02 - BALANCE SHEET - LIABILITIES AND SHAREHOLDERS EQUITY (In thousands of Brazilian reais - R$)
1 - Code | 2 - Description | 3 - 06/30/2009 | 4 - 03/31/2009 |
2 | Total liabilities and shareholders equity | 20,826,704 | 20,762,003 |
2.01 | Current liabilities | 3,324,853 | 3,036,265 |
2.01.01 | Loans and financing | 1,192,173 | 603,682 |
2.01.02 | Debentures | 422,139 | 686,109 |
2.01.02.01 | 6th issue of debentures | 237,372 | 238,213 |
2.01.02.02 | 7th issue of debentures | 121,968 | 0 |
2.01.02.03 | 8th issue of debentures | 0 | 350,000 |
2.01.02.04 | Interest on debentures | 62,799 | 97,896 |
2.01.03 | Trade accounts payable | 182,893 | 175,656 |
2.01.04 | Taxes and contributions payable | 145,582 | 139,814 |
2.01.04.01 | Income tax | 29,827 | 22,743 |
2.01.04.02 | Social contribution tax | 13,478 | 9,918 |
2.01.04.03 | PAES (tax debt refinancing program) | 33,336 | 32,984 |
2.01.04.04 | COFINS and PASEP (taxes on revenue) | 32,232 | 41,823 |
2.01.04.05 | INSS (Social security contribution) | 22,312 | 21,433 |
2.01.04.06 | Other | 14,397 | 10,913 |
2.01.05 | Dividends payable | 0 | 0 |
2.01.06 | Provisions | 471,755 | 492,092 |
2.01.06.01 | For Tax Contingencies | 527 | 3,475 |
2.01.06.02 | For Civil Contingencies | 16,284 | 14,937 |
2.01.06.03 | For Contingencies with Suppliers | 153,887 | 151,754 |
2.01.06.04 | For Contingencies with Customers | 280,190 | 296,764 |
2.01.06.05 | For Environmental Contingencies | 7,478 | 14,064 |
2.01.06.06 | For Labor Contingencies | 13,389 | 11,098 |
2.01.07 | Intercompany payables | 0 | 0 |
2.01.08 | Other | 910,311 | 938,912 |
2.01.08.01 | Payroll and related charges | 340,181 | 357,065 |
2.01.08.02 | Accounts Payable | 167,834 | 148,113 |
2.01.08.03 | Interest on capital payable | 128,656 | 275,007 |
2.01.08.04 | Deferred taxes and contributions | 47,289 | 50,498 |
2.01.08.05 | Refundable amounts | 47,072 | 44,738 |
2.01.08.06 | Program contract commitments | 52,674 | 49,999 |
2.01.08.07 | Agreement São Paulo´s Municipal Hall | 62,231 | 0 |
2.01.08.08 | Other payables | 64,374 | 13,492 |
2.02 | Noncurrent liabilities | 6,427,523 | 6,977,095 |
2.02.01 | Long-term liabilities | 6,427,523 | 6,977,095 |
2.02.01.01 | Loans and financing | 3,982,084 | 4,392,650 |
2.02.01.02 | Debentures | 868,831 | 992,064 |
2.02.01.02.01 | 6th issue of debentures | 226,848 | 227,651 |
2.02.01.02.02 | 7th issue of debentures | 0 | 122,400 |
2.02.01.02.03 | 8th issue of debentures | 420,561 | 422,052 |
Page: 6
1 - Code | 2 - Description | 3 - 06/30/2009 | 4 - 03/31/2009 |
2.02.01.02.04 | 9th issue of debentures | 221,422 | 219,961 |
2.02.01.03 | Provisions | 654,108 | 677,932 |
2.02.01.03.01 | For Tax Contingencies | 25,585 | 23,301 |
2.02.01.03.02 | For Civil Contingencies | 144,179 | 139,901 |
2.02.01.03.03 | For Contingencies with Suppliers | 29,049 | 78,890 |
2.02.01.03.04 | For Contingencies with Customers | 377,229 | 363,698 |
2.02.01.03.05 | For Environmental Contingencies | 49,888 | 43,829 |
2.02.01.03.06 | For Labor Contingencies | 28,178 | 28,313 |
2.02.01.04 | Intercompany payables | 0 | 0 |
2.02.01.05 | Advance for future capital increase | 0 | 0 |
2.02.01.06 | Other | 922,500 | 914,449 |
2.02.01.06.01 | Deferred taxes and contributions | 149,756 | 145,205 |
2.02.01.06.02 | PAES (tax debt refinancing program) | 100,007 | 107,196 |
2.02.01.06.03 | Social security charges | 449,568 | 434,553 |
2.02.01.06.04 | Indemnities | 42,490 | 42,483 |
2.02.01.06.05 | Program contract commitments | 110,446 | 115,617 |
2.02.01.06.06 | Other payables | 70,233 | 69,395 |
2.03 | Deferred income | 0 | 0 |
2.05 | Shareholders' equity | 11,074,328 | 10,748,643 |
2.05.01 | Capital | 6,203,688 | 6,203,688 |
2.05.02 | Capital reserves | 124,255 | 124,255 |
2.05.02.01 | Support to projects | 108,475 | 108,475 |
2.05.02.02 | Incentive reserve | 15,780 | 15,780 |
2.05.03 | Revaluation reserves | 2,207,324 | 2,231,350 |
2.05.03.01 | Own assets | 2,207,324 | 2,231,350 |
2.05.03.02 | Subsidiaries/Affiliates | 0 | 0 |
2.05.04 | Profit reserves | 1,911,474 | 1,911,474 |
2.05.04.01 | Legal | 357,058 | 357,058 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For contingencies | 0 | 0 |
2.05.04.04 | Unrealized profit | 0 | 0 |
2.05.04.05 | Profit retention | 0 | 0 |
2.05.04.06 | Special for unpaid dividends | 0 | 0 |
2.05.04.07 | Other profit reserves | 1,554,416 | 1,554,416 |
2.05.04.07.01 | Reserve for investments | 1,554,416 | 1,554,416 |
2.05.05 | Adjustments of Equity Evaluation | 0 | 0 |
2.05.05.01 | Adjustments of Marketable Securities | 0 | 0 |
2.05.05.02 | Conversion Accumulated Adjustments | 0 | 0 |
2.05.05.03 | Business Combination Adjustments | 0 | 0 |
2.05.06 | Retained earnings (accumulated deficit) | 627,587 | 277,876 |
2.05.07 | Advance for future capital increase | 0 | 0 |
Page: 7
03.01 - STATEMENT OF INCOME (In thousands of Brazilian reais - R$)
1 - Code | 2 - Description | 1 - 04/01/2009 to 06/30/2009 |
2 - 01/01/2009 to 06/30/2009 |
3 - 04/01/2008 to 06/30/2008 |
4 - 01/01/2008 to 06/30/2008 |
3.01 | Gross revenue from sales and/or services | 1,743,652 | 3,523,019 | 1,627,339 | 3,285,956 |
3.02 | Gross revenue deductions | (120,029) | (246,030) | (113,987) | (232,535) |
3.03 | Net revenue from sales and/or services | 1,623,623 | 3,276,989 | 1,513,352 | 3,053,421 |
3.04 | Cost of sales and/or services | (830,083) | (1,665,272) | (702,737) | (1,367,490) |
3.05 | Gross profit | 793,540 | 1,611,717 | 810,615 | 1,685,931 |
3.06 | Operating (expenses) income | (150,760) | (569,162) | (349,950) | (751,570) |
3.06.01 | Selling | (187,307) | (395,823) | (224,970) | (363,583) |
3.06.02 | General and administrative | (100,884) | (248,606) | (104,543) | (217,019) |
3.06.03 | Financial | 135,165 | 67,562 | (20,243) | (181,731) |
3.06.03.01 | Financial income | 56,432 | 112,834 | 43,819 | 96,209 |
3.06.03.01.01 | Financial income | 56,487 | 120,336 | 43,519 | 95,674 |
3.06.03.01.02 | Exchange gains | (55) | (7,502) | 300 | 535 |
3.06.03.02 | Financial expenses | 78,733 | (45,272) | (64,062) | (277,940) |
3.06.03.02.01 | Financial expenses | (159,091) | (315,966) | (168,438) | (370,783) |
3.06.03.02.02 | Exchange losses | 237,824 | 270,694 | 104,376 | 92,843 |
3.06.04 | Other operating income | 10,541 | 18,064 | 4,612 | 18,997 |
3.06.04.01 | Other operating income | 11,615 | 19,905 | 6,169 | 22,325 |
3.06.04.02 | COFINS and PASEP (taxes on revenue) | (1,074) | (1,841) | (1,557) | (3,328) |
3.06.05 | Other operating expenses | (8,196) | (10,249) | (4,806) | (8,234) |
3.06.05.01 | Loss on write-off of property, plant and equipment items | (4,268) | (6,048) | (3,455) | (6,691) |
3.06.05.02 | Provision for Losses with Tax Incentives | (300) | (300) | 0 | 0 |
3.06.05.03 | Tax Incentives | (3,072) | (3,072) | (1,110) | (1,110) |
3.06.05.04 | Other | (556) | (829) | (241) | (433) |
3.06.06 | Equity in subsidiaries | (79) | (110) | 0 | 0 |
3.07 | Income from operations | 642,780 | 1,042,555 | 460,665 | 934,361 |
3.08 | Nonoperating income (expenses) | 0 | 0 | 0 | 0 |
3.08.01 | Income | 0 | 0 | 0 | 0 |
3.08.02 | Expenses | 0 | 0 | 0 | 0 |
Page: 8
1 - Code | 2 - Description | 1 - 04/01/2009 to 06/30/2009 |
2 - 01/01/2009 to 06/30/2009 |
3 - 04/01/2008 to 06/30/2008 |
4 - 01/01/2008 to 06/30/2008 |
3.09 | Income before taxes and profit sharing | 642,780 | 1,042,555 | 460,665 | 934,361 |
3.10 | Provision for income and social contribution taxes | (200,881) | (377,235) | (131,384) | (323,681) |
3.10.01 | Provision for income tax | (146,993) | (276,492) | (96,174) | (237,490) |
3.10.02 | Provision for social contribution tax | (53,888) | (100,743) | (35,210) | (86,191) |
3.11 | Deferred income tax | 22,766 | 55,559 | 30,738 | 53,064 |
3.11.01 | Deferred income tax | 16,740 | 40,852 | 24,421 | 40,837 |
3.11.02 | Deferred social contribution tax | 6,026 | 14,707 | 6,317 | 12,227 |
3.12 | Statutory profit sharing/contributions | 0 | 0 | 0 | 0 |
3.12.01 | Profit sharing | 0 | 0 | 0 | 0 |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest on capital | 0 | 0 | 0 | 0 |
3.15 | Net income (loss) | 464,665 | 720,879 | 360,019 | 663,744 |
Number of shares, former treasury shares (thousand) | 227,836 | 227,836 | 227,836 | 227,836 | |
EARNINGS PER SHARE (Reais) | 2.03947 | 3.16403 | 1.58017 | 2.91325 | |
LOSS PER SHARE (Reais) |
Page: 9
04.01 - STATEMENT OF CASH FLOWS - INDIRECT METHOD (In thousands of Brazilian reais - R$)
1 - Code | 2 - Description | 1 - 04/01/2009 to 06/30/2009 |
2 - 01/01/2009 to 06/30/2009 |
3 - 04/01/2008 to 06/30/2008 |
4 - 01/01/2008 to 06/30/2008 |
4.01 | Net Cash from Operating Activities | 435,897 | 1,068,444 | 348,313 | 964,888 |
4.01.01 | Cash Generated from Operations | 930,452 | 1,878,907 | 893,750 | 1,848,407 |
4.01.01.01 | Income before Income Tax and Social Contribution | 642,780 | 1,042,555 | 460,665 | 934,361 |
4.01.01.02 | Deferred Taxes and Contributions | 0 | 0 | 0 | 0 |
4.01.01.03 | Taxes and Contributions Payable | 0 | 0 | (68,878) | (68,878) |
4.01.01.04 | Provision for Contingencies | 106,720 | 154,788 | 134,594 | 226,552 |
4.01.01.05 | Reversal of Provision for Losses | 780 | 1,068 | 140 | (86) |
4.01.01.06 | Other Provisions | 107 | 228 | 122 | 239 |
4.01.01.07 | Social Security Obligations | 19,150 | 38,187 | 17,658 | 35,172 |
4.01.01.08 | Write-off of Fixed Assets | 4,268 | 6,048 | 3,455 | 6,691 |
4.01.01.09 | Write-off of Deferred Asset | 0 | 0 | 7 | 7 |
4.01.01.10 | Write-off of Investments | 0 | 0 | 0 | 0 |
4.01.01.11 | Depreciation and Amortization | 161,483 | 323,175 | 154,943 | 305,069 |
4.01.01.12 | Intersts on Loans and Financings Payable | 111,051 | 234,322 | 118,207 | 237,172 |
4.01.01.13 | Monetary and Foreign Exchange Variation on Loans and Financings | (237,005) | (269,653) | (57,630) | (19,617) |
4.01.01.14 | Income with Interests and Monetary Variations | 0 | 0 | 0 | 7,338 |
4.01.01.15 | Expenses with Interests and Monetary Variations | 1,467 | 3,022 | 2,314 | 4,907 |
4.01.01.16 | Income with Interests and Monetary Variations | (1,030) | (9,509) | (6,153) | (12,294) |
4.01.01.17 | Allowance for Doubtful Accounts | 75,749 | 163,149 | 134,306 | 191,774 |
4.01.01.18 | Prov. For Term of Conduct Adjustment | (17,378) | 129,186 | 0 | 0 |
4.01.01.19 | Other Provisions | 62,231 | 62,231 | 0 | 0 |
4.01.01.20 | Equity Result | 79 | 110 | 0 | 0 |
4.01.02 | Variation to Assets and Liabilities | (494,555) | (810,463) | (545,437) | (883,519) |
4.01.02.01 | Trade accounts Receivable | 6,685 | (34,445) | (26,146) | (119,266) |
4.01.02.02 | Balances and Transactions with Related Parties | (17,987) | 37,722 | (34,585) | 134,707 |
4.01.02.03 | Inventories | 2,303 | 7,465 | 3,030 | 10,961 |
4.01.02.04 | Taxes Recoverable | 3,356 | 1,469 | (561) | 5,919 |
4.01.02.05 | Other Accounts Receivable | (25,194) | (18,075) | (39,590) | (66,434) |
Page: 10
1 - Code | 2 - Description | 1 - 04/01/2009 to 06/30/2009 |
2 - 01/01/2009 to 06/30/2009 |
3 - 04/01/2008 to 06/30/2008 |
4 - 01/01/2008 to 06/30/2008 |
4.01.02.06 | Judicial Deposits | (20,472) | (14,119) | (1,415) | (9,458) |
4.01.02.07 | Indemnifications Receivable | 0 | 2,581 | 0 | 0 |
4.01.02.08 | Contractors and Suppliers | (3,709) | (21,469) | 22,666 | (18,050) |
4.01.02.09 | Salaries, Provisions and Social Security Obligations | 494 | 14,940 | 11,221 | 29,625 |
4.01.02.10 | Withholding Tax on Interests on Shareholders Equity | 0 | 0 | (14,371) | (14,371) |
4.01.02.11 | Taxes and Contributions Payable | (28,526) | (63,250) | (8,824) | (42,264) |
4.01.02.12 | Accounts Payable | 19,721 | 4,630 | (6,992) | (17,487) |
4.01.02.13 | Other Obligations | 53,957 | 54,345 | (2,519) | (1,706) |
4.01.02.14 | Contingencies | (131,122) | (169,204) | (107,017) | (189,946) |
4.01.02.15 | Pension Plan | (4,137) | (8,492) | (4,038) | (8,156) |
4.01.02.16 | Interests Paid | (174,793) | (280,451) | (157,338) | (253,598) |
4.01.02.17 | Income Tax and Contributions Paid | (175,131) | (324,110) | (178,958) | (323,995) |
4.01.03 | Others | 0 | 0 | 0 | 0 |
4.02 | Net Cash from Investment Activities | (444,477) | (760,889) | (324,021) | (550,047) |
4.02.01 | Acquisition of Items of Fixed Assets | (432,878) | (745,057) | (296,586) | (507,978) |
4.02.02 | Increase in Intangibles | (13,869) | (18,102) | (27,435) | (42,069) |
4.02.03 | Increase in Investments | 0 | 0 | 0 | 0 |
4.02.04 | Sale of Property, Plant & Equipment Items | 2,270 | 2,270 | 0 | 0 |
4.03 | Net Cash from Financing Activities | (103,753) | (244,038) | (51,736) | (527,057) |
4.03.01 | Fundings | 666,544 | 844,737 | 506,118 | 544,939 |
4.03.02 | Loan Amortizations | (484,966) | (803,444) | (278,392) | (384,372) |
4.03.03 | Payment of Interest on Shareholders´ Equity | (285,331) | (285,331) | (279,462) | (687,624) |
4.04 | Foreign Exchange Variation on Cash & Cash Equivalents | 0 | 0 | 0 | 0 |
4.05 | Increase(Decrease) in Cash & Cash Equivalents | (112,333) | 63,517 | (27,444) | (112,216) |
4.05.01 | Beginning Balance of Cash & Cash Equivalents | 797,909 | 622,059 | 380,225 | 464,997 |
4.05.02 | Ending Balance of Cash & Cash Equivalents | 685,576 | 685,576 | 352,781 | 352,781 |
Page: 11
05.01 - STATEMENT OF CHANGES TO SHAREHOLDERS EQUITY FROM 04/01/2009 to 06/30/2009 (In thousands of Brazilian reais - R$)
1-CODE | 2-DESCRIPTION | 3-CAPITAL STOCK |
4-CAPITAL RESERVES |
5-REVALUATION RESERVES |
6-PROFIT RESERVES |
7-RETAINED EARNINGS / LOSSES |
8-EQUITY ADJUSTMENTS |
9-TOTAL SHAREHOLDERS´ EQUITY |
5.01 | Beginning Balance | 6,203,688 | 124,255 | 2,231,350 | 1,911,474 | 277,876 | 0 | 10,748,643 |
5.02 | Adjustments from Previous Years | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted Balance | 6,203,688 | 124,255 | 2,231,350 | 1,911,474 | 277,876 | 0 | 10,748,643 |
5.04 | Profit/Loss for the Period | 0 | 0 | 0 | 0 | 464,665 | 0 | 464,665 |
5.05 | Allocations | 0 | 0 | 0 | 0 | (138,980) | 0 | (138,980) |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interests on Shareholders´ Equity | 0 | 0 | 0 | 0 | (138,980) | 0 | (138,980) |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of Profit Reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Equity Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Marketable Securities Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Conversion Accumulated Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Adjustments from Business Combinations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/Decrease in Capital Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.09 | Capital Reserves Constitution/Realization | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.10 | Treasury Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Stock Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | (24,026) | 0 | 24,026 | 0 | 0 |
5.13 | Ending Balance | 6,203,688 | 124,255 | 2,207,324 | 1,911,474 | 627,587 | 0 | 11,074,328 |
Page: 12
05.02 - STATEMENT OF CHANGES TO SHAREHOLDERS EQUITY FROM 01/01/2009 to 06/30/2009 (In thousands of Brazilian reais - R$)
1-CODE | 2 - DESCRIPTION + | 3-CAPITAL STOCK |
4-CAPITAL RESERVES |
5-REVALUATION RESERVES |
6-PROFIT RESERVES |
7-RETAINED EARNINGS / LOSSES |
8-EQUITY ADJUSTMENTS |
9-TOTAL SHAREHOLDERS´ EQUITY |
5.01 | Beginning Balance | 6,203,688 | 124,255 | 2,253,012 | 1,911,474 | 0 | 0 | 10,492,429 |
5.02 | Adjustments from Previous Years | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted Balance | 6,203,688 | 124,255 | 2,253,012 | 1,911,474 | 0 | 0 | 10,492,429 |
5.04 | Profit/Loss for the Period | 0 | 0 | 0 | 0 | 720,879 | 0 | 720,879 |
5.05 | Allocations | 0 | 0 | 0 | 0 | (138,980) | 0 | (138,980) |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interests on Shareholders´ Equity | 0 | 0 | 0 | 0 | (138,980) | 0 | (138,980) |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of Profit Reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Equity Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Marketable Securities Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Conversion Accumulated Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Adjustments from Business Combinations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/Decrease in Capital Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.09 | Capital Reserves Constitution/Realization | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.10 | Treasury Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Stock Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | (45,688) | 0 | 45,688 | 0 | 0 |
5.13 | Ending Balance | 6,203,688 | 124,255 | 2,207,324 | 1,911,474 | 627,587 | 0 | 11,074,328 |
Page: 13
08.01 - CONSOLIDATED BALANCE SHEETS - ASSETS (In thousands of Brazilian reais - R$)
1 - Code | 2 - Description | 3 - 06/30/2009 | 4 - 03/31/2009 |
1 | Total assets | 20,826,892 | 20,762,026 |
1.01 | Current assets | 2,181,153 | 2,332,983 |
1.01.01 | Cash and cash equivalents | 688,904 | 801,514 |
1.01.01.01 | Cash & Cash Equivalents | 688,409 | 800,615 |
1.01.01.02 | Other cash and cash equivalents | 495 | 899 |
1.01.02 | Receivables | 1,214,474 | 1,274,355 |
1.01.02.01 | Trade accounts receivable | 1,049,740 | 1,127,086 |
1.01.02.02 | Sundry receivables | 164,734 | 147,269 |
1.01.02.02.01 | Balances & Transactions with Related Parties | 164,734 | 147,269 |
1.01.03 | Inventories | 39,146 | 42,228 |
1.01.03.01 | Storeroom supplies - operations | 39,146 | 42,228 |
1.01.04 | Other | 238,629 | 214,886 |
1.01.04.01 | Taxes Recoverable | 3,197 | 6,552 |
1.01.04.02 | Deferred Income Taxes & Social Contribution | 202,249 | 181,286 |
1.01.04.03 | Other receivables | 33,183 | 27,048 |
1.02 | Noncurrent assets | 18,645,739 | 18,429,043 |
1.02.01 | Long-term assets | 2,562,499 | 2,543,180 |
1.02.01.01 | Sundry receivables | 2,562,499 | 2,543,180 |
1.02.01.01.01 | Trade accounts receivable | 276,990 | 282,867 |
1.02.01.01.02 | Balances & Transactions with Related Parties | 1,401,365 | 1,399,023 |
1.02.01.01.03 | Indemnities receivable | 146,213 | 146,213 |
1.02.01.01.04 | Escrow deposits | 51,949 | 51,236 |
1.02.01.01.05 | Deferred Income Tax & Social Contribution | 458,890 | 455,856 |
1.02.01.01.06 | Agreement with Sao Paulo City Hall | 129,647 | 118,511 |
1.02.01.01.07 | Other receivables | 97,445 | 89,474 |
1.02.01.02 | Intercompany receivables | 0 | 0 |
1.02.01.02.01 | Affiliates | 0 | 0 |
1.02.01.02.02 | Subsidiaries | 0 | 0 |
1.02.01.02.03 | Other related parties | 0 | 0 |
1.02.01.03 | Other | 0 | 0 |
1.02.02 | Permanent assets | 16,083,240 | 15,885,863 |
1.02.02.01 | Investments | 720 | 719 |
1.02.02.01.01 | In affiliated companies | 0 | 0 |
1.02.02.01.02 | In subsidiaries | 0 | 0 |
1.02.02.01.03 | Other investments | 0 | 0 |
1.02.02.01.06 | Shares in other companies | 698 | 698 |
1.02.02.01.07 | Compulsory deposits - Eletrobrás | 22 | 21 |
1.02.02.02 | Property, plant and equipment | 15,241,117 | 15,047,337 |
1.02.02.02.01 | Property, plant and equipment | 12,191,593 | 12,227,294 |
1.02.02.02.02 | Construction in progress | 3,049,524 | 2,820,043 |
1.02.02.03 | Intangible | 841,403 | 837,807 |
1.02.02.04 | Deferred charges | 0 | 0 |
Page: 14
08.02 - CONSOLIDATED BALANCE SHEETS - LIABILITIES (In thousands of Brazilian reais - R$)
1 - Code | 2 - Description | 3 - 06/30/2009 | 4 - 03/31/2009 |
2 | Total liabilities and shareholders equity | 20,826,892 | 20,762,026 |
2.01 | Current liabilities | 3,325,041 | 3,036,288 |
2.01.01 | Loans and financing | 1,192,173 | 603,682 |
2.01.02 | Debentures | 422,139 | 686,109 |
2.01.02.01 | 6th issue of debentures | 237,372 | 238,213 |
2.01.02.02 | 7th issue of debentures | 121,968 | 0 |
2.01.02.03 | 8th issue of debentures | 0 | 350,000 |
2.01.02.04 | Interest on debentures | 62,799 | 97,896 |
2.01.03 | Trade accounts payable | 183,042 | 175,657 |
2.01.04 | Taxes payable | 145,586 | 139,814 |
2.01.04.01 | Income tax | 29,827 | 22,743 |
2.01.04.02 | Social contribution tax | 13,478 | 9,918 |
2.01.04.03 | PAES (tax debt refinancing program) | 33,336 | 32,984 |
2.01.04.04 | COFINS and PASEP (taxes on revenue) | 32,232 | 41,823 |
2.01.04.05 | INSS (Social security contribution) | 22,312 | 21,433 |
2.01.04.06 | Other | 14,401 | 10,913 |
2.01.05 | Dividends payable | 0 | 0 |
2.01.06 | Reserves | 471,755 | 492,092 |
2.01.06.01 | For Tax Contingencies | 527 | 3,475 |
2.01.06.02 | For Civil Contingencies | 16,284 | 14,937 |
2.01.06.03 | For Contingencies with Suppliers | 153,887 | 151,754 |
2.01.06.04 | For Contingencies with Customers | 280,190 | 296,764 |
2.01.06.05 | For Environmental Contingencies | 7,478 | 14,064 |
2.01.06.06 | For Labor Contingencies | 13,389 | 11,098 |
2.01.07 | Intercompany payables | 0 | 0 |
2.01.08 | Other | 910,346 | 938,934 |
2.01.08.01 | Payroll and related charges | 340,216 | 357,087 |
2.01.08.02 | Accounts Payable | 167,834 | 148,113 |
2.01.08.03 | Interest on capital payable | 128,656 | 275,007 |
2.01.08.04 | Deferred taxes and contributions | 47,289 | 50,498 |
2.01.08.05 | Refundable amounts | 47,072 | 44,738 |
2.01.08.06 | Program contract commitments | 52,674 | 49,999 |
2.01.08.07 | Agreement with São Paulo City Hall | 62,231 | 0 |
2.01.08.08 | Other payables | 64,374 | 13,492 |
2.02 | Noncurrent liabilities | 6,427,523 | 6,977,095 |
2.02.01 | Long-term liabilities | 6,427,523 | 6,977,095 |
2.02.01.01 | Loans and financing | 3,982,084 | 4,392,650 |
2.02.01.02 | Debentures | 868,831 | 992,064 |
2.02.01.02.01 | 6th issue of debentures | 226,848 | 227,651 |
2.02.01.02.02 | 7th issue of debentures | 0 | 122,400 |
2.02.01.02.03 | 8th issue of debentures | 420,561 | 422,052 |
2.02.01.02.04 | 9th issue of debentures | 221,422 | 219,961 |
2.02.01.03 | Reserves | 654,108 | 677,932 |
Page: 15
1 - Code | 2 - Description | 3 - 06/30/2009 | 4 - 03/31/2009 |
2.02.01.03.01 | For Tax Contingencies | 25,585 | 23,301 |
2.02.01.03.02 | For Civil Contingencies | 144,179 | 139,901 |
2.02.01.03.03 | For Contingencies with Suppliers | 29,049 | 78,890 |
2.02.01.03.04 | For Contingencies with Customers | 377,229 | 363,698 |
2.02.01.03.05 | For Environmental Contingencies | 49,888 | 43,829 |
2.02.01.03.06 | For Labor Contingencies | 28,178 | 28,313 |
2.02.01.04 | Intercompany payables | 0 | 0 |
2.02.01.05 | Advance for future capital increase | 0 | 0 |
2.02.01.06 | Other | 922,500 | 914,449 |
2.02.01.06.01 | Deferred taxes | 149,756 | 145,205 |
2.02.01.06.02 | PAES (tax debt refinancing program) | 100,007 | 107,196 |
2.02.01.06.03 | Social security charges | 449,568 | 434,553 |
2.02.01.06.04 | Indemnities | 42,490 | 42,483 |
2.02.01.06.05 | Program contract commitments | 110,446 | 115,617 |
2.02.01.06.06 | Other payables | 70,233 | 69,395 |
2.03 | Deferred income | 0 | 0 |
2.03 | Minority Interest | 0 | 0 |
2.05 | Shareholders' equity | 11,074,328 | 10,748,643 |
2.05.01 | Capital | 6,203,688 | 6,203,688 |
2.05.02 | Capital reserves | 124,255 | 124,255 |
2.05.02.01 | Support to projects | 108,475 | 108,475 |
2.05.02.02 | Incentive reserve | 15,780 | 15,780 |
2.05.03 | Revaluation reserves | 2,207,324 | 2,231,350 |
2.05.03.01 | Own assets | 2,207,324 | 2,231,350 |
2.05.03.02 | Subsidiaries/Affiliates | 0 | 0 |
2.05.04 | Profit reserves | 1,911,474 | 1,911,474 |
2.05.04.01 | Legal | 357,058 | 357,058 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For contingencies | 0 | 0 |
2.05.04.04 | Unrealized profit | 0 | 0 |
2.05.04.05 | Profit retention | 0 | 0 |
2.05.04.06 | Special for unpaid dividends | 0 | 0 |
2.05.04.07 | Other profit reserves | 1,554,416 | 1,554,416 |
2.05.04.07.01 | Reserve for investments | 1,554,416 | 1,554,416 |
2.05.05 | Adjustments of Equity Evaluation | 0 | 0 |
2.05.05.01 | Adjustments of Marketable Securities | 0 | 0 |
2.05.05.02 | Conversion Accumulated Adjustments | 0 | 0 |
2.05.05.03 | Business Combination Adjustments | 0 | 0 |
2.05.06 | Retained earnings (accumulated deficit) | 627,587 | 277,876 |
2.05.07 | Advance for future capital increase | 0 | 0 |
Page: 16
09.01 - CONSOLIDATED STATEMENT OF INCOME (In thousands of Brazilian reais - R$)
1 - Code | 2 - Description | 1 - 04/01/2009 to 06/30/2009 |
2 - 01/01/2009 to 06/30/2009 |
3 - 04/01/2008 to 06/30/2008 |
4 - 01/01/2008 to 06/30/2008 |
3.01 | Gross revenue from sales and/or services | 1,743,652 | 3,523,019 | 1,627,339 | 3,285,956 |
3.02 | Gross revenue deductions | (120,029) | (246,030) | (113,987) | (232,535) |
3.03 | Net revenue from sales and/or services | 1,623,623 | 3,276,989 | 1,513,352 | 3,053,421 |
3.04 | Cost of sales and/or services | (830,083) | (1,665,272) | (702,737) | (1,367,490) |
3.05 | Gross profit | 793,540 | 1,611,717 | 810,615 | 1,685,931 |
3.06 | Operating (expenses) income | (150,760) | (569,162) | (349,950) | (751,570) |
3.06.01 | Selling | (187,307) | (395,823) | (224,970) | (363,583) |
3.06.02 | General and administrative | (101,048) | (248,908) | (104,543) | (217,019) |
3.06.03 | Financial | 135,250 | 67,754 | (20,243) | (181,731) |
3.06.03.01 | Financial income | 56,517 | 113,026 | 43,819 | 96,209 |
3.06.03.01.01 | Financial income | 56,572 | 120,528 | 43,519 | 95,674 |
3.06.03.01.02 | Exchange gains | (55) | (7,502) | 300 | 535 |
3.06.03.02 | Financial expenses | 78,733 | (45,272) | (64,062) | (277,940) |
3.06.03.02.01 | Financial expenses | (159,091) | (315,966) | (168,438) | (370,783) |
3.06.03.02.02 | Exchange losses | 237,824 | 270,694 | 104,376 | 92,843 |
3.06.04 | Other operating income | 10,541 | 18,064 | 4,612 | 18,997 |
3.06.04.01 | Other operating income | 11,615 | 19,905 | 6,169 | 22,325 |
3.06.04.02 | COFINS and PASEP (taxes on revenue) | (1,074) | (1,841) | (1,557) | (3,328) |
3.06.05 | Other operating expenses | (8,196) | (10,249) | (4,806) | (8,234) |
3.06.05.01 | Loss on write-off of property, plant and equipment items | (4,268) | (6,048) | (3,455) | (6,691) |
3.06.05.02 | Provision for Losses with Tax Incentives | (300) | (300) | 0 | 0 |
3.06.05.03 | Tax Incentives | (3,072) | (3,072) | (1,110) | (1,110) |
3.06.05.04 | Other | (556) | (829) | (241) | (433) |
3.06.06 | Equity in subsidiaries | 0 | 0 | 0 | 0 |
3.07 | Income from operations | 642,780 | 1,042,555 | 460,665 | 934,361 |
3.08 | Nonoperating income (expenses) | 0 | 0 | 0 | 0 |
3.08.01 | Income | 0 | 0 | 0 | 0 |
3.08.02 | Expenses | 0 | 0 | 0 | 0 |
Page: 17
1 - Code | 2 - Description | 1 - 04/01/2009 to 06/30/2009 |
2 - 01/01/2009 to 06/30/2009 |
3 - 04/01/2008 to 06/30/2008 |
4 - 01/01/2008 to 06/30/2008 |
3.09 | Income before taxes and profit sharing | 642,780 | 1,042,555 | 460,665 | 934,361 |
3.10 | Provision for income and social contribution taxes | (200,881) | (377,235) | (131,384) | (323,681) |
3.10.01 | Provision for income tax | (146,993) | (276,492) | (96,174) | (237,490) |
3.10.02 | Provision for social contribution tax | (53,888) | (100,743) | (35,210) | (86,191) |
3.11 | Deferred income tax | 22,766 | 55,559 | 30,738 | 53,064 |
3.11.01 | Deferred income tax | 16,740 | 40,852 | 24,421 | 40,837 |
3.11.02 | Deferred social contribution tax | 6,026 | 14,707 | 6,317 | 12,227 |
3.12 | Statutory profit sharing/contributions | 0 | 0 | 0 | 0 |
3.12.01 | Profit sharing | 0 | 0 | 0 | 0 |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest on capital | 0 | 0 | 0 | 0 |
3.14 | Minority Interest | 0 | 0 | 0 | 0 |
3.15 | Net income (loss) | 464,665 | 720,879 | 360,019 | 663,744 |
Number of shares, former treasury shares (thousand) | 227,836 | 227,836 | 227,836 | 227,836 | |
EARNINGS PER SHARE (Reais) | 2.03947 | 3.16403 | 1.58017 | 2.91325 | |
LOSS PER SHARE (Reais) |
Page: 18
10.01 - CONSOLIDATED STATEMENT OF CASH FLOWS - INDIRECT METHOD (In thousands of Brazilian reais - R$)
1 - Code | 2 - Description | 1 - 04/01/2009 to 06/30/2009 |
2 - 01/01/2009 to 06/30/2009 |
3 - 04/01/2008 to 06/30/2008 |
4 - 01/01/2008 to 06/30/2008 |
4.01 | Net Cash from Operating Activities | 435,977 | 1,068,488 | 348,313 | 964,888 |
4.01.01 | Cash Generated from Operations | 930,373 | 1,878,798 | 893,750 | 1,848,407 |
4.01.01.01 | Income before Income Tax and Social Contribution | 642,780 | 1,042,555 | 460,665 | 934,361 |
4.01.01.02 | Deferred Taxes and Contributions | 0 | 0 | 0 | 0 |
4.01.01.03 | Taxes and Contributions Payable | 0 | 0 | (68,878) | (68,878) |
4.01.01.04 | Provision for Contingencies | 106,720 | 154,788 | 134,594 | 226,552 |
4.01.01.05 | Reversal of Provision for Losses | 780 | 1,068 | 140 | (86) |
4.01.01.06 | Other Provisions | 107 | 228 | 122 | 239 |
4.01.01.07 | Social Security Obligations | 19,150 | 38,187 | 17,658 | 35,172 |
4.01.01.08 | Write-off of Fixed Assets | 4,268 | 6,048 | 3,455 | 6,691 |
4.01.01.09 | Write-off of Deferred Asset | 0 | 0 | 7 | 7 |
4.01.01.10 | Write-off of Investments | 0 | 0 | 0 | 0 |
4.01.01.11 | Depreciation and Amortization | 161,483 | 323,176 | 154,943 | 305,069 |
4.01.01.12 | Intersts on Loans and Financings Payable | 111,051 | 234,322 | 118,207 | 237,172 |
4.01.01.13 | Monetary and Foreign Exchange Variation on Loans and Financings | (237,005) | (269,653) | (57,630) | (19,617) |
4.01.01.14 | Monetary Variation of Interest on Shareholders Equity | 0 | 0 | 0 | 7,338 |
4.01.01.15 | Expenses with Interests and Monetary Variations | 1,467 | 3,022 | 2,314 | 4,907 |
4.01.01.16 | Income with Interests and Monetary Variations | (1,030) | (9,509) | (6,153) | (12,294) |
4.01.01.17 | Allowance for Doubtful Accounts | 75,749 | 163,149 | 134,306 | 191,774 |
4.01.01.18 | Prov. For Term of Conduct Adjustment | (17,378) | 129,186 | 0 | 0 |
4.01.01.19 | Other Provisions | 62,231 | 62,231 | 0 | 0 |
4.01.02 | Variation to Assets and Liabilities | (494,396) | (810,310) | (545,437) | (883,519) |
4.01.02.01 | Trade accounts Receivable | 6,685 | (34,446) | (26,146) | (119,266) |
4.01.02.02 | Balances and Transactions with Related Parties | (17,987) | 37,722 | (34,585) | 134,707 |
4.01.02.03 | Inventories | 2,303 | 7,465 | 3,030 | 10,961 |
4.01.02.04 | Taxes Recoverable | 3,356 | 1,469 | (561) | 5,919 |
4.01.02.05 | Other Accounts Receivable | (25,199) | (18,084) | (39,590) | (66,434) |
4.01.02.06 | Judicial Deposits | (20,472) | (14,119) | (1,415) | (9,458) |
4.01.02.07 | Indemnifications Receivable | 0 | 2,581 | 0 | 0 |
Page: 19
1 - Code | 2 - Description | 1 - 04/01/2009 to 06/30/2009 |
2 - 01/01/2009 to 06/30/2009 |
3 - 04/01/2008 to 06/30/2008 |
4 - 01/01/2008 to 06/30/2008 |
4.01.02.08 | Contractors and Suppliers | (3,561) | (21,324) | 22,666 | (18,050) |
4.01.02.09 | Salaries, Provisions and Social Security Obligations | 507 | 14,959 | 11,221 | 29,625 |
4.01.02.10 | Withholding Tax on Interest on Shareholders Equity | 0 | 0 | (14,371) | (14,371) |
4.01.02.11 | Taxes and Contributions Payable | (28,523) | (63,251) | (8,824) | (42,264) |
4.01.02.12 | Accounts Payable | 19,721 | 4,630 | (6,992) | (17,487) |
4.01.02.13 | Other Obligations | 53,957 | 54,345 | (2,519) | (1,706) |
4.01.02.14 | Contingencies | (131,122) | (169,204) | (107,017) | (189,946) |
4.01.02.15 | Pension Plan | (4,137) | (8,492) | (4,038) | (8,156) |
4.01.02.16 | Interests Paid | (174,793) | (280,451) | (157,338) | (253,598) |
4.01.02.17 | Income Tax and Contributions Paid | (175,131) | (324,110) | (178,958) | (323,995) |
4.01.03 | Others | 0 | 0 | 0 | 0 |
4.02 | Net Cash from Investment Activities | (444,834) | (761,278) | (324,021) | (550,047) |
4.02.01 | Acquisition of Items of Fixed Assets | (433,235) | (745,446) | (296,586) | (507,978) |
4.02.02 | Increase in Intangibles | (13,869) | (18,102) | (27,435) | (42,069) |
4.02.03 | Increase in Investments | 0 | 0 | 0 | 0 |
4.02.04 | Sale of Property, Plant & Equipment Items | 2,270 | 2,270 | 0 | 0 |
4.03 | Net Cash from Financing Activities | (103,753) | (244,038) | (51,736) | (527,057) |
4.03.01 | Funding | 666,544 | 844,737 | 506,118 | 544,939 |
4.03.02 | Loan Amortizations | (484,966) | (803,444) | (278,392) | (384,372) |
4.03.03 | Payment of Interests on Shareholders´ Equity | (285,331) | (285,331) | (279,462) | (687,624) |
4.04 | Foreign Exchange Variation on Cash & Cash Equivalents | 0 | 0 | 0 | 0 |
4.05 | Increase(Decrease) in Cash & Cash Equivalents | (112,610) | 63,172 | (27,444) | (112,216) |
4.05.01 | Beginning Balance of Cash & Cash Equivalents | 801,514 | 625,732 | 380,225 | 464,997 |
4.05.02 | Ending Balance of Cash & Cash Equivalents | 688,904 | 688,904 | 352,781 | 352,781 |
Page: 20
11.01 - STATEMENT OF CONSOLIDATED CHANGES TO SHAREHOLDERS EQUITY FROM 04/01/2009 to 06/30/2009 (In thousands of Brazilian reais - R$)
1 - CODE | 2 - DESCRIPTION | 3 - CAPITAL STOCK |
4 -CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - PROFIT RESERVES |
7 -RETAINED EARNINGS/ LOSSES |
8 -EQUITY ADJUSTMENTS |
9 -TOTAL SHAREHOLDERS´ EQUITY |
5.01 | Beginning Balance | 6,203,688 | 124,255 | 2,231,350 | 1,911,474 | 277,876 | 0 | 10,748,643 |
5.02 | Adjustments from Previous Years | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted Balance | 6,203,688 | 124,255 | 2,231,350 | 1,911,474 | 277,876 | 0 | 10,748,643 |
5.04 | Profit/Loss for the Period | 0 | 0 | 0 | 0 | 464,665 | 0 | 464,665 |
5.05 | Allocations | 0 | 0 | 0 | 0 | (138,980) | 0 | (138,980) |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interests on Shareholders´ Equity | 0 | 0 | 0 | 0 | (138,980) | 0 | (138,980) |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of Profit Reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Equity Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Marketable Securities Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Conversion Accumulated Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Adjustments from Business Combinations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/Decrease in Capital Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.09 | Capital Reserves Constitution/Realization | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.10 | Treasury Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Stock Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | (24,026) | 0 | 24,026 | 0 | 0 |
5.13 | Ending Balance | 6,203,688 | 124,255 | 2,207,324 | 1,911,474 | 627,587 | 0 | 11,074,328 |
Page: 21
11.02 - STATEMENT OF CONSOLIDATED CHANGES TO SHAREHOLDERS EQUITY FROM 01/01/2009 to 06/30/2009 (In thousands of Brazilian reais - R$)
1 - CODE | 2 - DESCRIPTION | 3 - CAPITAL STOCK |
4 -CAPITAL RESERVES |
5 - REVALUATION RESERVES |
6 - PROFIT RESERVES |
7 -RETAINED EARNINGS/ LOSSES |
8 -EQUITY ADJUSTMENTS |
9 -TOTAL SHAREHOLDERS´ EQUITY |
5.01 | Beginning Balance | 6,203,688 | 124,255 | 2,253,012 | 1,911,474 | 0 | 0 | 10,492,429 |
5.02 | Adjustments from Previous Years | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.03 | Adjusted Balance | 6,203,688 | 124,255 | 2,253,012 | 1,911,474 | 0 | 0 | 10,492,429 |
5.04 | Profit/Loss for the Period | 0 | 0 | 0 | 0 | 720,879 | 0 | 720,879 |
5.05 | Allocations | 0 | 0 | 0 | 0 | (138,980) | 0 | (138,980) |
5.05.01 | Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.05.02 | Interest on Shareholders´ Equity | 0 | 0 | 0 | 0 | (138,980) | 0 | (138,980) |
5.05.03 | Other Allocations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.06 | Realization of Profit Reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07 | Equity Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.01 | Marketable Securities Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.02 | Conversion Accumulated Adjustments | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.07.03 | Adjustments from Business Combinations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.08 | Increase/Decrease in Capital Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.09 | Capital Reserves Con stitution/Realization | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.10 | Treasury Stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.11 | Other Capital Stock Transactions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
5.12 | Others | 0 | 0 | (45,688) | 0 | 45,688 | 0 | 0 |
5.13 | Ending Balance | 6,203,688 | 124,255 | 2,207,324 | 1,911,474 | 627,587 | 0 | 11,074,328 |
Page: 22
01444 -3 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO | 43.776.517/0001-80 |
06.01 - 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 Company has been structuring itself to enhance its operating basis and at the same time start to be an environmental solutions company.
The Company provides water and sewage services in 365 municipalities in the State of São Paulo, having temporarily ceased the operation of two municipalities due to judicial orders, still underway. Nearly all of which are through concessions granted by the municipalities and most of them with a 30-year term. Up to June 30, 2009, 74 concessions had expired and all of them are in the phase of being negotiated with the municipalities. Between 2009 and 2030, 99 concessions will expire. The remaining concessions are for an undetermined period. Up to June 30, 2009 160 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, 2009 the net book value of the property, plant and equipment used in the 74 municipalities where the concessions are under negotiation totals R$1,735,856 and the net revenue for the period ended on June 30, 2009 totals R$402 million.
In the municipality of Santos, in the Santista lowland, which has an expressive 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 formed it.
On January 5, 2007, Law 11445 was enacted, establishing the basic sanitation regulatory framework, providing for the nationwide guidelines and basic principles for the provision of such services, such as social control, transparency, the integration authority of sanitation infrastructures, water resources management, and the articulation between industry policies and public policies for urban and regional development, housing, suppression of poverty, promotion of health and environmental protection, among other related issues. The regulatory framework also aims at efficiently improving quality of living and economic sustainability, allowing for the adoption of gradual and progressive solutions consistent with users payment ability.
The Companys 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.
Page: 23
2. PRESENTATION OF THE QUARTERLY FINANCIAL STATEMENTS
The quarterly financial statements have been prepared and are being presented based on the accounting practices adopted in the preparation of the financial statements for the fiscal year ended on December 31, 2008, which must be read together with the quarterly financial statements.
(i) Effects of the adjustments of Law 11638/07 and Provision Measure 449/08
Shareholders Equity and Net Income
In order to meet the disclosure requirements about the initial adoption of the new accounting practices, the Company is presenting in the chart below the impacts on shareholders equity and net income of the Holding Company had the Company elected to record the adjustments in their financial statements in the period ended on June 30, 2008, referring to the changes introduced by Law 11638/07 and by Provisional Measure 449/08.
Net Income | Shareholders Equity | |||
Balance on June 30, 2008, prior to Law 11638/07 and Provisional Measure 449/08 | 663,744 | 10,247,253 | ||
Reversal of amortization of deferred assets not reclassifiable (*) | 1,562 | 1,562 | ||
Donations | 11,727 | 11,727 | ||
Balance on June 30, 2008, adjusted | 677,033 | 10,260,542 |
(*) Pursuant to Provisional Measure 449/08, the deferred assets group have been extinguished. The Companys Management elected to write-off the deferred assets on the transition date.
3. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the financial statements of Sabesp and its subsidiary Sesamm, which were included in the proportion of their equity interest. The Company maintains the shared control, detailed in Note 7, which fiscal year is coincidental to the holdings and the accounting policies are uniform.
Although Sabesps equity interest in Sesamms Capital Stock is not majority, the shareholders agreement provides for veto power on certain matters jointly with OHL Médio Ambiente, Inima S.A.U. - Unipersonal (the Inima), indicating the Companys significant influence on Sesamm. Therefore the financial statements are being presented in a consolidated form.
The consolidation process of the balance sheet and income statement accounts adds up the balances of the assets, liabilities, revenues and expenses according to their nature, complemented by the elimination of the equity interest of the holding company in the capital stock and retained earnings of the consolidated subsidiary.
Page: 24
4. ACCOUNTS RECEIVABLE FROM CUSTOMERS
(a) Balances
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
Private sector | ||||
General and special customers (i) (ii) | 718,881 | 760,881 | ||
Agreements (iii) | 277,750 | 281,935 | ||
996,631 | 1,042,816 | |||
Government entities | ||||
Municipal | 539,824 | 530,651 | ||
Federal | 2,554 | 3,380 | ||
Agreements (iii) | 152,953 | 157,015 | ||
695,331 | 691,046 | |||
Bulk sales - Municipal Administration Offices (iv) | ||||
Guarulhos | 387,959 | 382,494 | ||
Mauá | 174,946 | 169,254 | ||
Mogi das Cruzes | 15,007 | 15,036 | ||
Santo André | 400,950 | 387,893 | ||
São Caetano do Sul | 3,174 | 3,139 | ||
Diadema | 124,102 | 120,238 | ||
Wholesale total - Municipalities | 1,106,138 | 1,078,054 | ||
Unbilled supply | 297,988 | 308,870 | ||
Subtotal | 3,096,088 | 3,120,786 | ||
Allowance for doubtful accounts | (1,769,358) | (1,710,833) | ||
Total | 1,326,730 | 1,409,953 | ||
Current | 1,049,740 | 1,127,086 | ||
Non-current (v) | 276,990 | 282,867 |
(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 - municipalities - 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
Page: 25
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:
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
Balance at beginning of period | 1,078,054 | 1,074,368 | ||
Billing for services provided | 81,056 | 82,072 | ||
Collections - current years services | (45,814) | (37,092) | ||
Collections - previous years services | (7,158) | (41,294) | ||
Balance at the end of the period | 1,106,138 | 1,078,054 | ||
Current | 52,623 | 53,582 | ||
Non-current | 1,053,515 | 1,024,472 |
(v) The non-current portion consists of past-due and renegotiated balances with customers and past-due receivables related to the wholesale supply of water to municipal authorities and is recorded net of an allowance for doubtful accounts.
(b) The aging of trade accounts receivable is as follows:
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
Current | 891,653 | 981,276 | ||
Past-due: | ||||
Up to 30 days | 155,394 | 136,315 | ||
From 31 to 60 days | 64,478 | 56,368 | ||
From 61 to 90 days | 41,073 | 43,051 | ||
From 91 to 120 days | 36,668 | 41,968 | ||
From 121 to 180 days | 72,944 | 58,637 | ||
From 181 to 360 days | 113,393 | 141,178 | ||
Over 360 days | 1,720,485 | 1,661,993 | ||
3,096,088 | 3,120,786 | |||
(c) Allowance for doubtful accounts
(i) The movement on the provision can be presented as follows:
HOLDING AND | ||||
CONSOLIDATED | HOLDING | |||
2º Qtr /09 | 2º Qtr /08 | |||
Beginning balance | 1,710,833 | 1,356,781 | ||
Private sector / government entities | 22,891 | 42,671 | ||
Wholesale sales | 35,634 | 71,076 | ||
Additions for the period | 58,525 | 113,747 | ||
Ending balance | 1,769,358 | 1,470,528 | ||
Page: 26
HOLDING AND | ||||
CONSOLIDATED | HOLDING | |||
2º Qtr /09 | 2º Qtr /08 | |||
Current | 833,255 | 680,764 | ||
Non-current | 936,103 | 789,764 |
(ii) In the Result
The Company recorded for probable losses of credits in accounts receivable calculated in the second quarter of 2009 in the amount of R$75,749, directly to income of the period, registered in the Selling Expenses item. In the second quarter of 2008, these losses were R$134,306.
HOLDING AND |
||||||||
CONSOLIDATED | HOLDING | |||||||
2º Qtr /09 | 1º Sem /09 | 2º Qtr /08 | 1º Sem /08 | |||||
Provisions (over 5,000 Brazilian reais) | (151,113) | (290,258) | (126,937) | (179,620) | ||||
Recoveries (over 5,000 Brazilian reais) | 92,588 | 154,189 | 13,190 | 23,856 | ||||
Write-offs (lower or equal to 5,000 Brazilian reais) | (42,110) | (80,447) | (58,474) | (119,602) | ||||
Recoveries (lower or equal to 5,000 Brazilian reais) | 24,886 | 53,367 | 37,915 | 83,592 | ||||
Expenses (Note 19) | (75,749) | (163,149) | (134,306) | (191,774) | ||||
5. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The Company is a party to transactions with its controlling shareholder, the São Paulo State Government (Gesp), and companies related to it.
(a) Accounts receivable, interest onown capital and operating revenue with the São Paulo State Government
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
Accounts receivable | ||||
Current: | ||||
Water and sewage services (i) | 104,336 | 91,793 | ||
Gesp Agreement (iii), (iv) and (v) | 27,680 | 28,047 | ||
Reimbursement of additional retirement and pension benefits paid | ||||
- Agreement (ii) and (vi) | 23,050 | 23,050 | ||
Reimbursement of additional retirement and pension benefits | ||||
paid - Monthly flow (ii) and (vi) | 9,668 | 4,379 | ||
Total current assets | 164,734 | 147,269 | ||
Long-term assets: | ||||
Water and sewage services - Gesp Agreement (iii), (iv) and (v) | 83,455 | 87,955 | ||
Reimbursement of additional retirement and pension benefits | ||||
paid - Controversial (ii) and (vi) | 441,075 | 428,470 | ||
Reimbursement of additional retirement and pension benefits - | 180,552 | 186,315 |
Page: 27
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
Agreement (ii) and (vi) | ||||
Reimbursement of additional retirement and pension benefits - | ||||
Reservoir (ii) and (vi) | 696,283 | 696,283 | ||
Gross long-term amount receivable from shareholder | 1,401,365 | 1,399,023 | ||
Total receivable from shareholder | 1,566,099 | 1,546,292 | ||
Provision of water and sewage services | 215,471 | 207,795 | ||
Reimbursement of additional retirement and pension benefits | 1,350,628 | 1,338,497 | ||
1,566,099 | 1,546,292 | |||
Interest on own capital payable | 69,850 | 148,861 | ||
HOLDING AND | ||||
CONSOLIDATED | HOLDING | |||
2º Qtr /09 | 1º Qtr /09 | |||
Gross revenue from sales and services | ||||
Water sales | 49,794 | 46,059 | ||
Sewage services | 42,465 | 38,298 | ||
Receipts | (45,509) | (76,315) | ||
Financial Income | 47,308 | 25,157 |
(i) Water and sewage services
The Company provides supply services of water 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
Refers to amounts of supplemental benefits of retirement and pension plan provided by State of Sao Paulo Law 4819/58 (Benefits) paid by the Company to former employees or retirees.
Under the terms of the Agreement referred to in (iii) below Gesp acknowledges to be responsible for the charges resulting from the Benefits, provided that the payment criteria set forth by the State Personnel Expense Department - DDPE, founded on the legal direction provided by the Legal Advisory of the Treasury Secretary and States General Attorneys Office - PGE are obeyed.
As explained in item (vi), during the validation by Gesp of the amounts due to the Company on account of the Benefits, divergences have arisen as to the calculation criteria and eligibility of the Benefits applied by the Company. Company Management, however, maintains its understanding that these divergences do not justify any provision under the terms detailed in item (vi).
Page: 28
On June 30, 2009 and March 31, 2009, 2,576 and 2, 585 retirees, respectively, received supplemental pension payment, and in the quarters ended on June 30, 2009 and March 31, 2009, the Company paid R$26,763 and R$25,220, respectively. There were 126 active employees on June 30, 2009 that will justify these benefits on occasion of their retirement, as compared to the 134 employees on March 31, 2009.
In January, 2004, the supplemental pension and retirement pension payments were transferred to the Secretary of Treasury, and they would be made in accordance with the calculation criteria defined by the PGE. Due to a judicial decision, the responsibility for the payments returned to Sabesp, under the original form.
(iii) Gesp Agreement
On December 11, 2001 the Company, Gesp (by means of the State Secretary of Treasury Affairs, currently the Secretary of Treasury) and the Departamento of Água e Energia Eletrica - DAEE, with the intermediation of the Secretary of Hydro Resources, Sanitation and Works, currently the Secretary of Sanitation and Energy, entered into the Term of Acknowledgement and Consolidation of Obligations, Payment Commitment and Other Covenants (the Gesp Agreement) with the purpose to resolve the outstanding issues existing between Gesp and the Company related to the services of water and sewage as to the Benefits.
The total agreement was R$678,830, at cost value, being (i) R$320,623 referring to the Benefits paid by the Company and not reimbursed by the State during the period from March, 1986 to November, 2001, and (ii) R$358,207 arising from the provision of water supply and sewage collection services, invoiced and past due from 1985 to December 01, 2001, but not paid by Gesp.
Having in view the strategic importance of the reservoirs of Taiaçupeba, Jundiai, Biritiba, Paraitinga and Ponte Nova (Reservoirs), to guarantee the maintenance of the water volume of Alto Tiete, the Company agreed to receive them as part of the reimbursement referring to the Benefits. The Reservoirs would be transferred to it by DA EE, which, on its turn, would subrogate itself in credit of the same amount before Gesp.
However, the State of Sao Paulos Attorneys Office questioned the legal validity of this agreement, by means of public civil action, which main argument is the lack of specific legislative authorization for the alienation of DAEEs estate. The Companys legal counsels assess the risk of loss of this proceeding as probable, in case the mentioned legislative authorization is not obtained, which would prevent the transfer of the respective reservoirs as partial amortization of the balance receivable.
The balances of services of water supply and sewage collection were included in the First and Second Amendments as described on items (iv) and (v). The balances referring to reimbursement of the supplement of retirement and pension plan were included in the Term of Commitment between the State of Sao Paulo and Sabesp, as described in items (vi) and (vii).
(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, thereby (1) consolidating and acknowledging amounts due from the State Government for water and sewage services , monetarily adjusted through February 2004; (2) formally authorizing the offset of amounts due from the State Government against interest on own capital declared by the Company and any other debt owed to the State Government at December 31, 2003, which were monetarily adjusted through
Page: 29
February 2004; and (3) defining the payment conditions of the remaining obligations of the State Government for water and sewage services.
Pursuant to the Amendment, the State Government recognized the amounts due to the Company for water supply and sewage collection services provided until February 2004 in the amount of R$581,779, including monetary adjustment based on the Reference Rate (TR) at the end of each year until February 2004. The Company recognized amounts payable to the State Government related to interest on own capital in the amount of R$518,732, including (1) amounts declared and paid related to years previous to 2003 (R$126,967), (2) monetary adjustment of these amounts based on the annual variation of the Consumer Price Index (IPC/Fipe) until February 2004 (R$31,098); and (3) amounts declared and due related to 2003 (R$360,667).
The remaining obligation will be payable in monthly installments from May 2005 through April 2009, which will be subject to monetary adjustment at the Wholesale Consumer Price Index (IPCA/IBGE), plus interest of 0.5% .
The Amendment to the GESP Agreement does not provide for amounts owed by the State Government for supplementary retirement and pension plan benefits, paid by the Company on behalf of the State Government. Such amounts continue to be subject to the terms of the original GESP Agreement.
Management believes that the amounts owed by the State Government are receivable and it is not expected that losses will be incurred.
(v) Second Amendment to the Gesp Agreement
On December 28, 2007, the Company and the State of São Paulo, by means of the Secretary of Treasury signed the second amendment to the terms of the original Gesp agreement, (1) agreeing with the payment is installments of the remaining balance of the First Amendment, in the amount of R$133,709 (amount at November 30, 2007) to be paid in 60 equal, monthly and consecutive installments, the first one maturing on January 02, 2008. The amount of the installments is monetarily adjusted according to the variation of the IPCA-IBGE, inserted by simple interest of 0.5% per month. In the balance of this agreement, which installments have been paid monthly, there is an amount of R$46,244 that the State does not recognize as due. Sabesp has an understanding different from the State regarding this amount, not admitting the review of these previously agreed upon amounts, without the demonstration, in a grounded and unmistaken way, of the lack of correspondence between the amounts presented by Sabesp and the services effectively provided. For this reason the Company understands not necessary any provision for losses regarding these amounts (pursuant item VII of the Recitals of the Second Amendment to the Term of Acknowledgement, Payment Commitment and Other Covenants between the State of Sao Paulo and Sabesp) (2) with regards to the past due and unpaid accounts in the period from March, 2004 to October, 2007, resulting from the provision of water and collection of sewage services in the total of R$256,608, R$236,322 have been received and R$8,784 were transferred to other debtor and R$11,502 are pending confirmation and collection, These amounts are being jointly evaluated by Sabesp and the representatives of various Secretaries of State. Divergences have been identified, up to the moment, as to the debtor, but not as to the amount of the debt itself. In case of reclassification of the responsible for payment of the account, Sabesp transferred the collection to the corresponding Entity. The Company has not recorded a provision for losses in this amount because it understands that the divergences are substantially related to the identification of the debtor. (3) The interest on own capital due by Sabesp to the State, referring to the period from March, 2004 to December, 2006, in the amount of R$400,823, restated from June, 2007 to November, 2007 by the Selic
Page: 30
rate, were paid in the period from January to March, 2008. (4) The State and Sabesp agreed upon resuming the fulfillment of their reciprocal obligations, timely, under the new premises: (a) implementation of the accounts electronic management system to facilitate and speed up the follow-up of the payment processes and the procedures of budgeting management; (b) structuring of the Program of Rational Use of Water (PURA ), to rationalize the consumption of water and the amount of the water and sewage bills of the responsibility of the State; (c) the establishment, by the State, of criteria in the budgeting of a way to avoid the displacement of amounts in the specific line of water and sewage bills from 2008; (d) possibility of registration of state entities and bodies in a default system or master file; (e) possibility of interruption of the supply of water to the state entities in case of default in the payment of water and sewage bills.
Out of the invoic ing of the months of November, 2007 to June, 2009, approximately 92% of the accounts have already been paid by the State Government.
(vi) Third Amendment to the Gesp Agreement
Gesp, Sabesp and DAEE, on November 17, 2008, entered into the Third Amendment to the Gesp Agreement, by means of which the State confesses to owe Sabesp the amount of R$915,251, monetarily adjusted until September, 2008 by the IPCA-IBGE index, corresponding to the Uncontroversial Amount, calculated by FIPECAFI. Sabesp accepted temporarily the Reservoirs as part of the payment of the Uncontroversial Amount and offered to Gesp 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 competent real estate notary. 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 index, added by interest of 0.5% p.m., the first installment became due on November 25, 2008.
Sabesp and the State are working together to obtain legislative authorization in order to make viable the transfer of the Reservoirs to Sabesp, thus overcoming the juridical uncertainty caused by the Public Civil Action, mentioned in item (iii). After publication of the legislative authorization, the transfer of the Reservoirs to Sabesp will occur.
The Third Amendment also provides for the regularization of the monthly flow of benefits. While Sabesp is responsible for the monthly payments, by judicial decision, the State reimburses the Company based on criteria identical to those applied to the Uncontroversial Amount. In the absence of a impeditive judicial decision, the State will directly assume the flow of monthly payment of the part considered uncontroversial.
The difference between the Uncontroversial Amount and the amount effectively paid by the Company constitutes the Controversial Amount. On March 04, 2009 the Sabesp forwarded to the State Public Attorneys Office - PGE a grounded request in order to obtain the reanalysis of the divergences that gave rise to the Controversial Amount. In fact, the State Attorney General has already confirmed, formally, the disposition to reanalyze the matter.
Sabesp will not waive the receivables from the State to which the Company considers itself to be legally entitled. Accordingly, it will take all possible actions to resolve the issue at all technical and court levels. Should this dispute persist, the Company will take all the necessary actions to protect its interests.
(vii) Reasons that directed the Companys Management not to make a provision for the uncontroversial amount of the Benefits.
Page: 31
As demonstrated in (vi), the Third Amendment to the Gesp Agreement divides the amount of the Benefits into an uncontroversial amount and a controversial amount.
The uncontroversial amount has been plainly resolved, including with regards to the uncontroversial amount of the future monthly flow of payment of the Benefits. The inventory of the uncontroversial amount, already exposed, will be paid by means of the Reservoirs and the remaining balance in 114 installments. With regards to the uncontroversial amount of the monthly flow, while Gesp arranges for the internal operating structure necessary for the calculation and processing of the reimbursements, the Company will maintain Fipecafi contracted so that it effects monthly the calculation of the reimbursement, applying criteria identical to those used in the calculation of the Uncontroversial Amount. Gesp has undertaken to make the reimbursements in up to 10 (ten) business days counted from the date of the submission of the monthly reimbursement calculation report issued by Fipecafi. This has been agreed upon in the third clause of this Amendment. The installments of the agreement and the monthly flow are being normally paid by the State Government.
No provision has been recorded for the controversial amount of the Benefits - whether with regards to eventual loss of amounts already recorded or even with regards to the controversial amounts of the Benefits that will be paid in the future - in view of the high expectation of success in receiving these pending amounts and the solution of the divergences favorable to the Company.
This expectation has ground in several reasons.
No new fact that justifies a change in the interpretation on the chances of receiving the pending amounts as Benefits. The controversy on the portion of Benefits is not new data. In the financial statements related to the fiscal year of 2007, it has been indicated inclusively the estimate of the uncontroversial and controversial amounts, without any provision in relation to the controversial amount.
To the contrary, it is needed to highlight that during 2008, there was great progress with regards to the perspective of receiving the pending amounts on account of Benefits. The uncontroversial amount of the Benefits has been plainly resolved as already pointed out in item (vi) of this item.
With regards to the controversial amount, there has also been an improvement in the receiving perspective. As informed in (vi), the States General Attorney has formally undertaken to reassess the divergences that gave rise to the controversial amount.
The Company contracted the opinion of a reputable accountant to evaluate the decision of the Management of not recording a provision for the amount considered controversial, which conclusion was that it is a theme with characteristics of uncertainty, not existing technical obstacles in light of the norms that regulate the work and reports of the independent auditors so that this situation is treated as an emphasis paragraph, instead of a qualification for lack of recording a provision for losses with doubtful accounts.
From the legal point of view, the Company contracted two jurists of notorious repute in order to obtain external evaluation in its right to reimbursement. The first one, in opinion dated March, 2008, concluded that the responsibility of the State is irrefutable having Sabesp the legal and moral conditions to recover what it had paid. The second one, in February, 2009 in an exhaustive work, performed an analysis of the general conditions under which occurred the payments of the Benefits as well as more than 1,000 judicial proceedings related to the disputes between the Company and the beneficiaries of Law 4819/58 and their dependants. The conclusion of the second report was also, in general, favorable to Sabesp.
Page: 32
Additionally, the Advisory Staff to the Companys Presidency prepared a technical note (not audited) on the matter, with detailed evaluation of the historical circumstances where the concession criteria and calculation of the Benefits were adopted, concluding favorable to the right to reimbursement to Sabesp. This technical note was forwarded on March 04, 2009 to PGE and represents, in essence, the main reasons that ground the Companys right to reimbursement. Since this moment, the divergences between Sabesp and the State are formally in phase of reanalysis by PGE.
The Company maintains its understanding that the best estimate for the controversial amount of the Benefits is in the sense that it will be received by the Company in the future, whether by means of the re-appreciation provided by the States General Attorney or even for a judicial decision.
(b) Cash and cash equivalents
The Companys balance of banks and short-term investment accounts with financial institutions controlled by the State Government was R$ 628,443 and R$ 735,495 on June 30, 2009 and March 31, 2009 , respectively. The financial income from such investments was R$ 47,308 and R$ 22,697 in the second quarter of 2009 and 2008, respectively. The Company, due to State Decree, must invest its excess resources with financial institutions controlled by the State Government.
(c) Agreement for the use of reservoirs
In its operations, the Company uses the Guarapiranga and Billings reservoirs. 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.
(d) Contracts with reduced tariffs for State and Municipal Government Entities that joined the Rational Water Use Program (PURA).
The Company has approximately 779 contracts signed with public entities linked to the State Government and to the municipalities served, which are benefited with a 25% reduction in the tariffs of the services of water supply and sewage collection, when not in default. The contracts provide for the implementation of the rational use of water program, which considers a reduction in the consumption of water.
(e) Guarantees
The State Government grants guarantees for some loans and financings of the Company and does not charge any fee related thereto.
Management is making efforts to maintain the States payments with respect to transactions with related parties in non-default on a permanent basis.
(f) Sesamm
Page: 33
On August 15, 2008, the Company, as part of its expansion process, together with companies OHL Médio Ambiente, Inima S.A.U. - Unipersonal (Inima), Técnicas y Gestion Medioambiental S.A.U. (TGM) and Estudos Tecnicos e Projetos ETEP Ltda. (ETEP) organized the company Sesamm - Serviços de Saneamento de Mogi Mirim S/A (Sesamm or Subsidiary) whose corporate objective is the rendering of services of supplementation of the implementation of the system of separation of sewage and implementation and operation of the sewage treatment system of the Municipality of Mogi Mirim, including the disposal of solid waste generated, as per note 7.
(g) Contract of personnel assignment among entities related to GESP
The Company has contracts of personnel assignments with entities related to the São Paulos State Government, where the expenditures are fully passed on and monetarily reimbursed.
In this second quarter of 2009, the expenditures with employees assigned by Sabesp to other state entities amounted to R$ 1,294.
In the same period, the expenditures with the employees of other entities at Sabesps disposition totaled R$313.
(h) Services contracted from entities related to GESP
On June 30, 2009 Sabesp had outstanding a balance of R$12,633 payable referring to services provided to entities related to São Paulos State Government, among which we highlight the services of electric energy supply by Companhia Energetica de Sao Paulo - CESP, totaling 73% of the balance payable.
(i) Non-operating Assets
The Company had, on June 30, 2009 the amount of R$ 26,411 mainly related to lands granted in free lease (comodato) to Associations, Assistance Entities, Non-Governmental Organizations and to DAEE - Departamento de Águas e Energia Eletrica, among others.
(j) Sabesprev
The Company sponsors the defined contribution plan managed by Fundação Sabesp de Seguridade Social - Sabesprev. The net actuarial obligation, recognized up to June 30, 2009, is R$ 449,568.
6. INDEMNIFICATIONS RECEIVABLE
Indemnities receivable are a non-current asset that represents amounts receivable from the Municipalities of Diadema and Mauá as an indemnity for their unilateral termination of the concessions for water supply and sewage collection services of the Company in 1995. As of June 30, 2009 and March 31, 2009, this asset amounted to R$ 146,213 (nominal amounts).
Due to these concession agreements, the Company invested in the construction of water and sewage systems in those municipalities in order to meet its concession service commitments. For the unilateral termination of the Diadema and Mauá concessions, the municipalities assumed the responsibility of supplying water and sewage services in those regions. At that time, the Company reclassified the balances of property, plant and equipment related to the assets used in those municipalities to non-current assets (indemnities receivable).
Page: 34
The net book value of the items of property, plant and equipment related to the Municipality of Diadema, reclassified in December, 1996, was R$75,231, and the balance of the indemnifications receivable from the Municipality was R$60,295.
The net book value of the items of property, plant and equipment related to the Municipality of Maua, reclassified in December, 1999, was R$103,763, and the balance of the indemnifications receivable from the Municipality was R$85,918.
The Companys rights to the recovery of these amounts are being judicially discussed by the municipalities.
Sabesp filed lawsuits to collect the amounts due by the municipalities. With respect to Diadema, the decision of the lower court judge was unfavorable to Sabesp, which filed an appeal in November 2000. In December 2005, Sabesps appeal to have the agreement entered into with the municipality of Diadema declared valid was partially accepted. In October, 2006, the city hall filed special and extraordinary appeals which were denied by the President of the Court of Justice in March, 2007. Against such decision, the city hall filed new appeals. The interlocutory appeal filed in the Federal Supreme Court (STF) was accepted but only for the purposes of determining the sentence for the extraordinary appeal that had been rejected. In December 2007, the decision that accepted the execution of Companhia de Saneamento the Diadema - Saned was rendered, ordering this company to be summoned to pay the full amount of the debt within 15 days under the penalty of fine. Saned filed an interlocutory appeal against this decision, but the appeal was rejected by the Court of Justice in June 2008. In ord er to pursue the execution, the judge authorized the realization of an online pledge of funds in bank accounts and financial investments of Saned (online pledge) in up to 10% of the restated amount of the debt, not authorizing, however, the pledge of a percentage of the Companys revenues. Saned appealed the first decision and Sabesp appealed the second. Both appeals were denied by the Court of Justice only remaining, however, the on-line pledge of up to 10% of the restated amount of the debt. There was no appeal to these decisions. R$2,919 was blocked and withdrawn on March 3, 2009. Later, the Court of Justice determined in a preliminary injunction that the pledge be made upon weekly deposits by Saned in the amount corresponding to 20% of all it receives in its accounts and financial investments.
On December 29, 2008, Saned and the municipality of Diadema entered into, with the State of Sao Paulo and Sabesp, a Memorandum of Intent with the purpose to prepare studies and conduct negotiations to instruct decisions of Diadema and Sabesp, aiming at the exclusive rendering of water and sewage services in the municipality of Diadema.
The parties agreed that the search for a negotiated solution for the currently existing conflicts among the companies is fundamental so that the public service of water supply, sewage collection and treatment have their proper development in Diadema.
On January, 2009 the parties presented a joint petition requesting the suspension of new pledges for a period of three months in order to try to make an agreement viable. The suspension was granted by the Judge of Public Treasury and in April, 2009 the suspension period having elapsed, a new joint petition was filed with the request for an extension of the suspension for three more months.
Page: 35
With regards to Mauá, a first level decision was announced determining that the Municipality should pay the amount of R$153.2 million as compensation for the damages caused and for loss of profits. The Mauas City Hall appealed against this decision in April, 2005. In July 2006, the decision was converted in diligence consisting of an expert clarification on the amount of the indemnity for loss of profits. Clarification was provided in December 2007 and the expert confirmed the amount of the loss of profits determined by the lower court. In August, 2008, the appeal was judged, being fully maintained the conviction imposed at the first level. The Maua Municipal Hall filed special and extraordinary appeals against the decision that confirmed its conviction to indemnify Sabesp.
Based on the opinion of the legal counsels, Management continues to affirm that the Company has legal right to receive the amounts corresponding to the indemnification and it continues to monitor the situation of the lawsuits.
7. INVESTMENTS
Mar/09 | Equity Result | Jun/09 | ||||
Sesamm | 3,801 | (79) | 3,722 | |||
Others | 720 | - | 720 | |||
Total | 4,521 | (79) | 4,442 |
On August 15, 2008 the company Sesamm - Serviços de Saneamento de Mogi Mirim S/A was constituted with a duration term of 30 years counted from the date of signature of the Concession Contract with the municipality whose corporate objective is the rendering of services of complementation of the implementation of the separation system of sewages and implementation and operation of the sewage treatment system of the Municipality of Mogi Mirim, including the disposal of solid waste generated.
On June 30, 2009 the Sesamms capital stock was R$10,669, divided into 10,669,549 common nominative shares, with no par value, of which Sabesp holds a 36% equity interest.
On June 30, 2009 Sesamms operations had not yet been initiated.
8. PROPERTY, PLANT & EQUIPMENT
HOLDING | ||||||||
Jun/09 | Mar/09 | |||||||
Accumulated | ||||||||
Adjusted cost | depreciation | Net | Net | |||||
In use | ||||||||
Water systems |
||||||||
Land | 960,750 | - | 960,750 | 963,404 | ||||
Buildings | 2,760,803 | (1,711,808) | 1,048,995 | 1,073,121 | ||||
Connections | 1,064,649 | (444,778) | 619,871 | 628,165 | ||||
Water meters | 312,299 | (157,552) | 154,747 | 155,340 | ||||
Networks | 3,601,581 | (1,223,760) | 2,377,821 | 2,375,079 | ||||
Wells | 209,779 | (119,928) | 89,851 | 91,599 |
Page: 36
HOLDING | ||||||||
Jun/09 | Mar/09 | |||||||
Accumulated | ||||||||
Adjusted cost | depreciation | Net | Net | |||||
Equipment | 577,859 | (398,556) | 179,303 | 179,981 | ||||
Others | 16,891 | (14,107) | 2,784 | 2,959 | ||||
9,504,611 | (4,070,489) | 5,434,122 | 5,469,648 | |||||
Sewage systems | ||||||||
Land | 349,594 | 349,594 | 349,734 | |||||
Buildings | 1,675,837 | (744,231) | 931,606 | 954,578 | ||||
Connections | 979,949 | (445,326) | 534,623 | 537,499 | ||||
Networks | 5,837,976 | (1,424,635) | 4,413,341 | 4,384,829 | ||||
Equipment | 634,932 | (475,142) | 159,790 | 158,554 | ||||
Others | 5,040 | (3,113) | 1,927 | 1,994 | ||||
9,483,328 | (3,092,447) | 6,390,881 | 6,387,188 | |||||
General use |
||||||||
Land | 108,533 | 108,533 | 107,706 | |||||
Buildings | 138,854 | (86,301) | 52,553 | 53,526 | ||||
Transportation equipment | 148,493 | (127,043) | 21,450 | 22,129 | ||||
Information Technology Equipment | 115,646 | (71,073) | 44,573 | 36,008 | ||||
Furniture, Fixtures and Equipment | 245,589 | (132,534) | 113,055 | 124,595 | ||||
Lands granted in free lease | 20,488 | - | 20,488 | 20,556 | ||||
Items granted in free lease | 8,412 | (2,489) | 5,923 | 5,923 | ||||
786,015 | (419,440) | 366,575 | 370,443 | |||||
Subtotal in operation | 19,773,954 | (7,582,376) | 12,191,578 | 12,227,279 | ||||
Work in progress: | ||||||||
Water systems | 1,174,710 | - | 1,174,710 | 997,209 | ||||
Sewage systems | 1,864,718 | - | 1,864,718 | 1,814,322 | ||||
Others | 9,539 | - | 9,539 | 8,311 | ||||
Subtotal in progress | 3,048,967 | - | 3,048,967 | 2,819,842 | ||||
Grand Total | 22,822,921 | (7,582,376) | 15,240,545 | 15,047,121 |
The consolidated balance amounts to R$15,241,117, resulting in a difference of R$ 572, R$557 referring to projects and execution of works of the sanitation sewage system and R$15 represented mainly by installations, furniture and equipment.
The operating fixed assets represent the assets involved in the services of providing water supply and sewage collection in 365 municipalities. Of the assets originated from contracts negotiated based on financial and economic appraisals, Sabesp holds the possession and management.
Up to June, 2009 74 concession contracts were expired, all in phase of negotiation with the municipalities, without prejudice to the continuation of the service rendering. The net book value of the property, plant and equipment used in these municipalities totals R$1,735,856. The depreciation charges in the second quarter of 2009 of these municipalities were R$16,364.
Page: 37
The concession contracts provide that the assets will be reversed to the conceding power at the end of the period, upon indemnification by the net market value as set forth in each contract. In the program contracts, the indemnification will correspond to the net present value of the cash flow in the remaining period at the date of resume of the services, monetarily restated and increased by interest until the date of effective payment.
(a) Depreciation
Depreciation is calculated at the following rates:
Structure - 4%, connections - 5%, hydrometers - 10%, networks - 2%, wells - 5%, equipment - 10%, transportation equipment - 20%, information technology equipment - 20%, furniture and fixtures - 10%.
As a determination introduced by CPC-13 - Initial Adoption of Law 11638/07, in items 53 and 54, the Company will review the useful life of items of its fixed assets for the year 2009.
(b) Write-off of Property, Plant and Equipment
(i) The Company wrote-off, in the second quarter of 2009 and first semester of 2009, items of property, plant and equipment, in the amount of R$6,538 and R$ 8,319, respectively (2008 - R$3,455 and R$6,691), resulting in a total loss in the amount of R$4,268 and R$6,048, respectively. R$2,846 and R$4,626 related to the items in operation group, due to obsolescence, thefts and disposals and R$1,422 (such amount related to the second quarter and first quarter of 2009) referring to discontinued works, unproductive wells, and economically unprofitable projects.
(c) Capitalization of Interest and Financial Costs
The Company capitalized interest and monetary variation, including foreign exchange variations, to property, plant and equipment in the amount of R$(90,109) in the second quarter of 2009 (in the second quarter of 2008 - R$(21,159)), during the period when the assets were presented as work in progress.
(d) Work in Progress
The prevision for disbursements from the third quarter of 2009 until 2014, relating to investments already contracted, is approximately R$2,207 million (not audited).
(e) Expropriations
As a result of the execution of priority works related to the water and sewage systems there was the need to expropriate or the institution of rights of passage in third party properties which owners shall be reimbursed by amicable or judicial means.
The forecast for disbursements to be made after the third quarter 2009 is approximately R$ 492 million (not audited), to be covered by own resources. The assets object of these processes is to be recorded in fixed assets when the operation is completed. In the second quarter of 2009, the amount referring to expropriations was R$ 2,117 (in the second quarter of 2008 - R$ 4,918).
Page: 38
(f) Assets given in Guarantee
On June 30, 2009 and March 31, 2009 the Company maintained assets in the amount of R$249,034 given in guarantee to Requests of Special Payment in Installments - Paes (Note 12).
(g) Non-operating Assets
The Company had, on June 30, 2009 and March 31, 2009 the amount of R$26,411 and R$26,479 respectively, related mainly to lands granted in free lease to the Associations, Assistance Entities, NonGovernmental Organizations and to the DAEE - Departamento de Aguas e Energia Eletrica, among others.
(h) Revaluation
Property, plant and equipment items were revaluated in 1990 and 1991 and are being depreciated at annual rates which take into consideration the estimated remaining economic useful lives of the assets as determined in the respective valuation reports that, as a rule, fall within the ranges of the above presented rates.
As permitted by CVM Instruction 197/93, the Company did not record a provision for the tax effects (deferred taxes) on the surplus arising from the revaluation of property, plant and equipment carried out in 1990 and 1991. Had the income tax and social contribution on the revaluation reserve been accounted for, the unrealized amount at June 30, 2009 would be R$ 356,354 (R$ 385,859 up to June 30, 2008). It has been realized the amount of R$ 45,688 in the period of six months ended on June 30, 2009 and R$ 43,408 in the period of six months ended on June 30, 2008, of the revaluation reserve.
The Company elected to maintain the Revaluation Reserve recorded until its effective realization.
(i) Assets totally depreciated in use
On June 30, 2009 and March 31, 2009 the gross book value of the totally depreciated assets that are still in use is R$913,423 and R$890,129, respectively.
9. INTANGIBLE
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
Concessions (i) | 513,110 | 508,538 | ||
Program contracts (ii) | 261,569 | 263,815 | ||
License of Use (Software) (iii) | 4,311 | 7,660 | ||
Program Contracts - investments realized (iv) | 62,413 | 57,794 | ||
841,403 | 837,807 | |||
(i) Concessions
In the period between 1999 and 2006, the negotiations for new concessions were realized on the basis of the economic and financial results of the transaction, defined in an appraisal report issued by independent experts.
Page: 39
The amount determined in the respective contract, after the transaction is closed with the municipal authorities, with payment through Company shares (through December 2000) or in cash, is recorded in this account and amortized over the period of the respective concession (mostly 30 years). As of June 30, 2009 and March 31, 2009 there were no amounts pending related to these payments to the municipalities.
The net amount shown relates to concessions with the following municipalities:
HOLDING AND CONSOLIDATED | ||||||||
Jun/09 | Mar/09 | |||||||
Adjusted | Accumulated | |||||||
cost | amortization | Net | Net | |||||
Agudos | 10,116 | (2,647) | 7,469 | 6,155 | ||||
Bom Sucesso do Itararé | 735 | (78) | 657 | 666 | ||||
Campo Limpo Paulista | 18,171 | (4,235) | 13,936 | 13,960 | ||||
Conchas | 4,116 | (808) | 3,308 | 3,136 | ||||
Duartina | 1,878 | (448) | 1,430 | 1,428 | ||||
Estância de Serra Negra | 15,597 | (2,804) | 12,793 | 12,936 | ||||
Itapira | 16,360 | (1,330) | 15,030 | 15,030 | ||||
Itararé | 6,518 | (1,956) | 4,562 | 4,611 | ||||
Marabá Paulista | 1,886 | (227) | 1,659 | 1,681 | ||||
Miguelópolis | 11,650 | (1,695) | 9,955 | 10,036 | ||||
Osasco | 296,665 | (84,457) | 212,208 | 214,502 | ||||
Paraguaçu Paulista | 25,904 | (5,131) | 20,773 | 12,952 | ||||
Paulistânia | 160 | (43) | 117 | 119 | ||||
Sandovalina | 2,554 | (277) | 2,277 | 2,307 | ||||
Santa Maria da Serra | 1,196 | (336) | 860 | 868 | ||||
São Bernardo do Campo | 237,464 | (42,959) | 194,505 | 196,494 | ||||
Várzea Paulista | 15,715 | (4,144) | 11,571 | 11,657 | ||||
Total | 666,685 | (153,575) | 513,110 | 508,538 | ||||
The amortization of intangible assets is realized during the effective period of the concession agreements of the related municipalities.
In the second quarter of 2009 and 2008, amortization expenses related to concession intangible rights were R$5,776 and R$5, 944, respectively.
(ii) Program Contracts
As of the regulatory mark, renewals occur by means of program contracts. In some of them the Company assumed commitments to financially participate in social environmental sanitation actions. These commitments were recorded as offset to intangible assets in the amount of R$269,469 in the first and second quarters of 2009, deducted from the adjustment to present value of R$85,026, in the first and second quarters
Page: 40
of 2009. These assets are being amortized over the duration of the program contract (in their majority over 30 years). The committed amounts are related to the following municipalities:
HOLDING AND CONSOLIDATED | ||||||||
Jun/09 | Mar/09 | |||||||
Accumulated | ||||||||
Municipality | Amount | amortization | Net | Net | ||||
Alfredo Marcondes | 70 | (3) | 67 | 67 | ||||
Aparecida DOeste | 45 | (2) | 43 | 44 | ||||
Avaré | 5,000 | (167) | 4,833 | 4,875 | ||||
Bento de Abreu | 50 | (3) | 47 | 48 | ||||
Bocaina | 800 | (40) | 760 | 767 | ||||
Caçapava | 9,000 | (300) | 8,700 | 8,775 | ||||
Campos do Jordão | 3,000 | (183) | 2,817 | 2,842 | ||||
Capão Bonito | 2,000 | (67) | 1,933 | 1,950 | ||||
Emilianópolis | 112 | (7) | 105 | 106 | ||||
Fartura | 243 | (8) | 235 | 237 | ||||
Fernandópolis | 9,500 | (475) | 9,025 | 9,104 | ||||
Franca | 20,676 | (1,321) | 19,355 | 19,527 | ||||
Indiaporã | 250 | (8) | 242 | 244 | ||||
Jales | 4,426 | (270) | 4,156 | 4,192 | ||||
Lorena | 9,000 | (450) | 8,550 | 8,625 | ||||
Mococa | 8,844 | (294) | 8,550 | 8,623 | ||||
Mombuca | 196 | (10) | 186 | 188 | ||||
Monte Alto | 5,000 | (181) | 4,819 | 4,861 | ||||
Novo Horizonte | 5,000 | (167) | 4,833 | 4,875 | ||||
Pindamonhangaba | 16,000 | (622) | 15,378 | 15,511 | ||||
Piratininga | 350 | (13) | 337 | 340 | ||||
Planalto | 39 | (2) | 37 | 37 | ||||
Riolândia | 2,643 | (88) | 2,555 | 2,577 | ||||
São João da Boa Vista | 16,700 | (557) | 16,143 | 16,283 | ||||
São José dos Campos | 142,945 | (2,382) | 140,563 | 141,754 | ||||
São Luiz Paraitinga | 600 | (30) | 570 | 575 | ||||
São Manuel | 1,300 | (43) | 1,257 | 1,268 | ||||
Tupã | 5,540 | (200) | 5,340 | 5,386 | ||||
Valentim Gentil | 140 | (7) | 133 | 134 | ||||
Total | 269,469 | (7,900) | 261,569 | 263,815 | ||||
In the second quarter of 2009, amortization expenses related to the program contracts total R$2, 246.
The amounts not yet disbursed related to program contracts are recorded under the caption program contract commitments in current liabilities, R$52,674 (mar/2009 - R$49,999) and non-current liabilities, R$ 110,446 (mar/2009 - R$115 ,617).
Page: 41
(iii) License for Use (Software)
The net amount of the amortizations of licenses for the use of Software on June 30, 2009 was R$4,311 (Mar/2009 - R$7,660).
(iv) Program Contracts - Investments Realized
HOLDING AND CONSOLIDATED | ||||||||
Jun/09 | Mar/09 | |||||||
Accumulated |
Accumulated |
|||||||
amortization |
Net | Net | amortization |
|||||
In use | ||||||||
Water systems | ||||||||
Buildings | 1,732 | (38) | 1,694 | 1,610 | ||||
Connections | 8,844 | (233) | 8,611 | 7,099 | ||||
Water meters | 6,835 | (198) | 6,637 | 5,562 | ||||
Networks | 7,789 | (193) | 7,596 | 6,408 | ||||
Wells | 896 | (20) | 876 | 928 | ||||
Equipment | 4,882 | (127) | 4,755 | 4,007 | ||||
Others | 112 | (2) | 110 | 111 | ||||
Subtotal | 31.090 | (811) | 30.279 | 25.725 | ||||
Sewage systems | ||||||||
Buildings | 7.118 | (222) | 6.896 | 10.100 | ||||
Connections | 8.326 | (241) | 8.085 | 6.884 | ||||
Networks | 11.267 | (290) | 10.977 | 9.510 | ||||
Equipment | 2.552 | (66) | 2.486 | 2.106 | ||||
Others | 75 | (1) | 74 | 75 | ||||
Subtotal | 29.338 | (820) | 28.518 | 28.675 | ||||
General use | ||||||||
Buildings | 152 | (4) | 148 | 93 | ||||
Transportation | ||||||||
equipment | 1.094 | (50) | 1.044 | 1.000 | ||||
Furniture, Fixtures and | ||||||||
Equipment | 2.510 | (86) | 2.424 | 2.301 | ||||
Subtotal | 3.756 | (140) | 3.616 | 3.394 | ||||
Total in operation | 64.184 | (1.771) | 62.413 | 57.794 | ||||
Page: 42
10. LOANS, FINANCINGS & DEBENTURES
(i) Outstanding balance of loans and financings
HOLDING AND CONSOLIDATED | ||||||||||||||||||||
Jun/09 | Mar/09 | |||||||||||||||||||
Final | Annual | Monetary | ||||||||||||||||||
Current | Non-current | Total | Current | Non-current | Total | Guarantees | maturity | interest rate | adjustment | |||||||||||
Financial Institution: | ||||||||||||||||||||
COUNTRY | ||||||||||||||||||||
União Federal / Banco do Brasil | 276,358 | 1,272,345 | 1,548,703 | 270,144 | 1,341,553 | 1,611,697 | Gov.Est.S.Paulo and own resources |
2014 | 8.50% | UPR | ||||||||||
Debentures 6th Issuance | 237,372 | 226,848 | 464,220 | 238,213 | 227,651 | 465,864 | Unsecured | 2010 | 11% | IGP-M | ||||||||||
Debentures 7th Issuance | 121,968 | - | 121,968 | - | 122,400 | 122,400 | Unsecured | 2010 | 10.8% | IGP-M | ||||||||||
Debentures 8th Issuance | - | 420,561 | 420,561 | 350,000 | 422,052 | 772,052 | Unsecured | 2011 | 10.75% | IGP-M | ||||||||||
Debentures 9th Issuance | - | 221,423 | 221,423 | - | 219,961 | 219,961 | Unsecured | 2015 |
CDI+2.75% e | IPCA | ||||||||||
12.87% |
||||||||||||||||||||
Caixa Econômica Federal | 73,966 | 591,217 | 665,183 | 71,186 | 577,768 | 648,954 | Own Resources | 2009/2030 | 5% a 9.5% | UPR | ||||||||||
Promissory Notes | 598,714 | - | 598,714 | - | - | - | 2009 | CDI + 3.5% | ||||||||||||
FIDC - Sabesp I | 55,556 | 41,667 | 97,223 | 55,556 | 55,555 | 111,111 | Own Resources | 2011 | CDI + 0.70% | |||||||||||
Banco Nacional de | ||||||||||||||||||||
Desenvolvimento Econômico e | 43,076 | 105,159 | 148,235 | 42,964 | 115,895 | 158,859 | Own Resources |
2013 | 3% + TJLP |
|||||||||||
LIMIT 6% | ||||||||||||||||||||
Social - BNDES | ||||||||||||||||||||
Banco Nacional de | ||||||||||||||||||||
Desenvolvimento Econômico e | - | 50,200 | 50,200 | - | 47,171 | 47,171 | Own Resources |
2019 | 2.5% + TJLP | |||||||||||
Social - BNDES Baixada Santista | LIMIT 6% | |||||||||||||||||||
National Bank of Economic and | ||||||||||||||||||||
Social Development - BNDES | - | 6,601 | 6,601 | - | - | - | Own Resources | 2023 | 2.15% + TJLP | |||||||||||
PAC | LIMITE 6% | |||||||||||||||||||
Others | 3,559 | 15,602 | 19,161 | 2,559 | 12,488 | 15,047 | 2010/2018 | 12% / CDI / |
UPR | |||||||||||
TJLP+ 6% | ||||||||||||||||||||
Interests and charges | 114,840 | 20,947 | 135,787 | 143,376 | 25,852 | 169,228 | ||||||||||||||
Total Domestic | 1,525,409 | 2,972,570 | 4,497,979 | 1,173,998 | 3,168,346 | 4,342,344 | ||||||||||||||
INTERNATIONAL | ||||||||||||||||||||
Inter-American Development | ||||||||||||||||||||
Currency | ||||||||||||||||||||
Bank - BID US$ 389,804 thd | 71,258 | 689,483 | 760,741 | 83,608 | 840,899 | 924,507 | Federal |
2016/2025 | 3.00% a 4.93% | Basket Var. + | ||||||||||
Governmentl | ||||||||||||||||||||
(mar/09 - US$ 399,321 thd.) | US$ | |||||||||||||||||||
Euro Bonds - US$ 140,000 thd | - | 273,224 | 273,224 | - | 324,128 | 324,128 | 2016 | 7.5% | US$ | |||||||||||
(Mar./09 - US$ 140,000 thd) | ||||||||||||||||||||
JICA - Yens 21,280.000 thd | ||||||||||||||||||||
- | 431,239 | 431,239 | - | 476,119 | 476,119 | Federal |
2029 | 1.8% and 2.5% | Yene | |||||||||||
(mar/09 - Yens 20,394,042 thd) | Government | |||||||||||||||||||
BID 1983AB - US$ 250,000 thd | - | 484,399 | 484,399 | - | 575,222 | 575,222 | 2023 | 4.47% to 4.97% | US$ | |||||||||||
(Mar./09 - US$ 250,000 thd.) | ||||||||||||||||||||
Interests and charges | 17,645 | - | 17,645 | 32,185 | - | 32,185 | ||||||||||||||
Total International | 88,903 | 1,878,345 | 1,967,248 | 115,793 | 2,216,368 | 2,332,161 | ||||||||||||||
TOTAL OF LOANS AND FINANCINGS | 1,614,312 | 4,850,915 | 6,465,227 | 1,289,791 | 5,384,714 | 6,674,505 | ||||||||||||||
Parity rates as of June 30, 2009: US$ 19516; Yens 0.020265 (March 31, 2009: US$ 2.3152; Yen 0.023346. | ||
UPR: Standard Reference Unit | TJLP: Long-term interest rate | |
CURRENCY BASKET VARIATION: Amount related to the account unit BID CDI: Interbank Deposit Rate | IGP-M: General market price index |
(ii) On June 01, 2009 occurred the total settlement of the 8th issuance of debentures, 1st serie.
(iii) On June 05, 2009 short term promissory notes were issued with maturity dates up to 180 days from the date of issuance.
(iv) The balance of the contracts of debentures 9th issuance, promissory notes and BID 1983AB, on June 30, 2009 are presented net, deducted part of the costs of funding in the amount of R$7,635 that will be amortized during the term of the contracts.
(v) Repayment schedule of loans and financings
Page: 43
The total debt volume to be paid through the end of 2009 is R$1,202,661 and the amount denominated in US dollars is R$53,274 and the amount of R$1,149 ,387 refers to the interest and principal of loans denominated in Brazilian reais falling due.
2015 | ||||||||||||||||
and | ||||||||||||||||
BANK | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | thereafter | TOTAL | ||||||||
COUNTRY | ||||||||||||||||
Federal Government/Banco do Brasil | 135,252 | 288,319 | 313,816 | 341,568 | 371,775 | 97,973 | - | 1,548,703 | ||||||||
Caixa Econômica Federal (CEF) | 36,242 | 77,039 | 83,443 | 90,124 | 91,037 | 52,157 | 235,141 | 665,183 | ||||||||
Debentures | 237,372 | 348,816 | 453,467 | 32,906 | 73,808 | 40,901 | 40,901 | 1,228,171 | ||||||||
FIDC - SABESP I | 27,778 | 55,556 | 13,889 | - | - | - | - | 97,223 | ||||||||
BNDES (National Bank for Economic and Social | ||||||||||||||||
Development) | 21,431 | 42,862 | 42,862 | 36,912 | 4,168 | - | - | 148,235 | ||||||||
BNDES (National Bank for Economic and Social | ||||||||||||||||
Development) Santos Lowlands | - | - | - | 6,275 | 6,275 | 6,275 | 31,375 | 50,200 | ||||||||
BDNES PAC | - | - | 275 | 550 | 550 | 550 | 4,676 | 6,601 | ||||||||
Promissory Notes | 598,714 | - | - | - | - | - | - | 598,714 | ||||||||
Other | 1,997 | 5,917 | 7,580 | 382 | 431 | 486 | 2,368 | 19,161 | ||||||||
Interest and charges | 90,601 | 38,205 | 6,982 | - | - | - | - | 135,788 | ||||||||
Total - Domestic | 1,149,387 | 856,714 | 922,314 | 508,717 | 548,044 | 198,342 | 314,461 | 4,497,979 | ||||||||
ABROAD | ||||||||||||||||
BID | 35,629 | 71,258 | 71,258 | 71,258 | 71,258 | 71,257 | 368,823 | 760,741 | ||||||||
Eurobonds | - | - | - | - | - | - | 273,224 | 273,224 | ||||||||
JICA | - | - | 11,655 | 23,310 | 23,310 | 23,310 | 349,654 | 431,239 | ||||||||
BID 1983AB | - | - | 46,390 | 46,390 | 46,390 | 46,390 | 298,839 | 484,399 | ||||||||
Interest and charges | 17,645 | - | - | - | - | - | - | 17,645 | ||||||||
Total Abroad | 53,274 | 71,258 | 129,303 | 140,958 | 140,958 | 140,957 | 1,290,540 | 1,967,248 | ||||||||
Grand Total | 1,202,661 | 927,972 | 1,051,617 | 649,675 | 689,002 | 339,299 | 1,605,001 | 6,465,227 | ||||||||
(vi) Debt structuring
The Company has as one of its main objectives the active management of debt, seeking to minimize costs and volatility on the results.
(vii) Covenants
As of June 30, 2009, the Company was compliant with all the covenants.
11. DEFERRED TAXES AND CONTRIBUTIONS
(a) Balances
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
In current assets (i) | ||||
Deferred income tax | 148,712 | 133,299 |
Page: 44
HOLDING AND CONSOLIDATED |
||||
Jun/09 | Mar/09 | |||
Deferred social contribution tax | 53,537 | 47,987 | ||
202,249 | 181,286 | |||
In non current assets (ii) | ||||
Deferred income tax | 337,419 | 335,188 | ||
Deferred social contribution tax | 121,471 | 120,668 | ||
458,890 | 455,856 | |||
In current liabilities (iii) | ||||
Deferred income tax | 209 | 209 | ||
Deferred social contribution tax | 75 | 75 | ||
Deferred PASEP (tax on revenue) | 16,134 | 16,757 | ||
Deferred COFINS (tax on revenue) | 30,871 | 33,457 | ||
47,289 | 50,498 | |||
In non-current liabilities (iv) | ||||
Deferred income tax | 58,922 | 58,017 | ||
Deferred social contribution tax | 16,702 | 16,376 | ||
Deferred PASEP (tax on revenue) | 19,263 | 18,670 | ||
Deferred COFINS (tax on revenue) | 54,869 | 52,142 | ||
149,756 | 145,205 |
HOLDING AND | ||||||||
CONSOLIDATED | HOLDING | |||||||
2º Qtr /09 | 1º Sem /09 | 2º Qtr /08 | 1º Sem /08 | |||||
In the result of the period | ||||||||
Income tax | (146,993) | (276,492) | (96,174) | (237,490) | ||||
Deferred income tax | 16,740 | 40,852 | 24,421 | 40,837 | ||||
(130,253) | (235,640) | (71,753) | (196,653) | |||||
Social contribution tax | (53,888) | (100,743) | (35,210) | (86,191) | ||||
Deferred social contribution tax | 6,026 | 14,707 | 6,317 | 12,227 | ||||
(47,862) | (86,036) | (28,893) | (73,964) | |||||
(i) In current assets
Substantially calculated based on timing differences in the amount of R$ 594,589 (Mar/2009 - R$ 533 ,195).
(ii) In non-current assets
Substantially calculated based on timing differences in the amount of R$ 1,349 ,677 (Mar/2009 - R$ 1,340,752) related to income tax and social contribution.
The Companys Management expects to realize the long term balance, mentioned in item (ii) in 2010 in the same proportion of 2009, and the remaining to be realized in the subsequent year of 2011.
(iii) Current Liabilities
Page: 45
- Income Tax and Social Contribution
Substantially calculated based on timing differences in the amount of R$ 837, related to the income tax and social contribution.
- Pasep e Cofins
Calculated substantially on billings to public entities, and the obligation is determined and the allowance recognized when the service is provided, and its settlement when the invoices are received.
(iv) In non-current liabilities
- Income tax and social contribution
Substantially calculated based on timing differences in the amount of R$ 235,687 (Mar/2009 - R$ 232,066) related to income tax and R$ 185,581 (Mar./200 9 - R$ 181,960) related to social contribution.
- Pasep e Cofins
Calculated substantially on billings to government entities, the obligation is determined and the allowance recognized when the service is provided, and settlement when the invoices are received.
(b) Composition of deferred taxes and contributions
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
In current assets | ||||
Provisions for contingencies | 181,090 | 181,286 | ||
Others provisions | 21,159 | - | ||
202,249 | 181,286 | |||
In non-current assets | ||||
Provision for contingencies | 225,547 | 233,620 | ||
Provision for social security obligations | 149,712 | 144,607 | ||
Others | 83,631 | 77,629 | ||
458,890 | 455,856 | |||
Total deferred tax assets | 661,139 | 637,142 | ||
In current liabilities | ||||
Costs in the issuance of securities | 284 | 284 | ||
Public entity receipts | 47,005 | 50,214 | ||
47,289 | 50,498 | |||
In non-current liabilities | ||||
Costs in the issuance of securities | 1,778 | 1,926 | ||
Public entity revenues | 73,846 | 72,467 | ||
Public entity receipts | 74,132 | 70,812 | ||
149,756 | 145,205 | |||
Page: 46
HOLDING AND CONSOLIDATED | ||||
Jun/09 | Mar/09 | |||
Total deferred tax liabilities | 197,045 | 195,703 | ||
(c) 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 AND | ||||||||
CONSOLIDATED | HOLDING | |||||||
2º Qtr /09 | 1º Sem /09 | 2º Qtr /08 | 1º Sem /08 | |||||
Profit before taxes | 642,780 | 1,042,555 | 460,665 | 934,361 | ||||
Statutory rate | 34% | 34% | 34% | 34% | ||||
Tax expense at statutory rate | (218,545) | (354,469) | (156,626) | (317,683) | ||||
Permanent differences | ||||||||
Realization of revaluation reserve | (8,169) | (15,534) | (7,386) | (14,759) | ||||
Interests on shareholders equity | 47,253 | 47,253 | 68,169 | 68,169 | ||||
Other differences | 1,346 | 1,074 | (4,803) | (6,344) | ||||
Income tax and social contribution | (178,115) | (321,676) | (100,646) | (270,617) | ||||
Current income tax and social contribution | (200,881) | (377,235) | (131,384) | (323,681) | ||||
Deferred income tax and social contribution | 22,766 | 55,559 | 30,738 | 53,064 | ||||
Effective tax rate | 28% | 31% | 22% | 29% | ||||
12. TAX DEBT REFINANCING PROGRAM (PAES)
The Company applied for enrollment in PAES on July 15, 2003, in accordance with Law 10684 of May 30, 2003, and included in its application the debts related to COFINS and PASEP which were involved in a legal action challenging application of Law 9718/98, and the outstanding balance under the Tax Recovery Program (REFIS). The total amount included in PAES was R$316,953.
The debt is being paid in 120 months, the amount paid in the 2nd quarter of 2009 was R$8,304 (R$8,216 in the 1st quarter of 2009) and interest was accrued in the amount of R$1,467 in the 2nd quarter of 2009 and R$3,022 in the 1st semester of 2009 (R$2,314 in the 2nd quarter of 2008 and R$4,907 in the 1st semester of 2008).
The assets offered as guarantee for REFIS, in the amount of R$249,034, continue to guarantee the amounts in the PAES program.
Page: 47
13. SOCIAL SECURITY LIABILITIES
The Company is the sponsor of Fundação Sabesp de Seguridade Social - Sabesprev, an entity established in August 1990 with the main purpose of administrating the complementary pension plan and the welfare program for Sabesps employees.
(a) Pension plan benefits:
The monthly contributions to the pension fund - defined benefit correspond to 1.8% by the Company and 2.0% by the participants.
Participants contributions presented above refer to the average contributions, as the discount amount varies from 1% to 8.5% depending on the salary level.
In order to meet the dispositions of CVM Resolution 371 of December 13, 2000, the amounts of the pension and retirement benefits granted or to be granted, to which employees are entitled after retirement, are presented below.
As of December 31, 2008, based on the report of the independent actuary, Sabesp had a net actuarial liability of R$419,871 representing the difference between the present value of the Companys obligations to the participating employees, retired employees, and pensioners, and the value of the related assets.
The actuarial liability as of June 30, 2009, in the amount of R$449 ,568 (Mar/2009 - R$434,553), is accounted for in non-current liabilities.
The estimated expense for 2009 is R$73,086 (2008 - R$67,129), was recognized in the period from April to June 2009 in the amount of R$19,152 (April to June, 2008 - R$17,658), as shown below:
HOLDING AND | ||||||||
CONSOLIDATED | HOLDING | |||||||
2º Qtr /09 | 1º Sem /09 | 2º Qtr /08 | 1º Sem /08 | |||||
Transfer to Sabesprev | 4,137 | 8,492 | 4,038 | 8,156 | ||||
Actuarial liability recorded | 15,015 | 29,696 | 13,620 | 27,016 | ||||
Total recorded | 19,152 | 38,188 | 17,658 | 35,172 | ||||
(b) Welfare plan
The assistance program, which is made up by optional health plans, freely chosen, is also maintained by contributions of the sponsor (to the plan of active employees) and of the participants, which, in the period, were the following:
Company: 7.70% , on average, of payroll;
Participating employees: 3.21% of base salary and premiums, equivalent to 2.0% of gross payroll, on average.
Page: 48
14. PROFIT SHARING
In the quarter ended June 30, 2009 R$15,084 was accrued, which is recorded under payroll and related charges, in current liabilities, related to the period from January to December 2009, based on the attainment of goals set during negotiations between the Company and entities representing the employees.
15. PROVISIONS FOR CONTINGENCIES
HOLDING AND CONSOLIDATED | ||||||||||
Interest, adjustments | ||||||||||
Mar/09 | Additions | Deductions | and reversals | Jun/09 | ||||||
Customers (i) | 697,254 | 24,123 | (40,563) | 32,995 | 713,809 | |||||
Suppliers (ii) | 231,110 | 36 | (19,191) | (28,491) | 183,464 | |||||
Other civil lawsuits (iii) | 158,683 | 5,219 | (5,141) | 5,647 | 164,408 | |||||
Tax (iv) | 26,776 | 1,580 | (2,076) | (168) | 26,112 | |||||
Labor (v) | 39,411 | 3,087 | (2,535) | 1,604 | 41,567 | |||||
Environmental (vi) | 57,893 | 1,523 | (2,074) | 24 | 57,366 | |||||
Subtotal | 1,211,127 | 35,568 | (71,580) | 11,611 | 1,186,726 | |||||
Escrow deposits | (41,103) | (19,678) | 282 | (364) | (60,863) | |||||
Total | 1,170,024 | 15,890 | (71,298) | 11,247 | 1,125,863 | |||||
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$471,755 (Mar/2009 - R$492,092), is net of escrow deposits in the amount of R$60,863 (Mar/2009 - R$41,103), and the amounts recorded in non-current liabilities, under the caption Provisions, of R$654,108 (Mar/2009 - R$677,932).
(i) Customers - Approximately 1,270 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.
Page: 49
(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 Companys 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 Managements 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$1,861,000 as of June 30, 2009 (Mar/2009 - R$1,736,600).
16. SHAREHOLDERS EQUITY
(a) Authorized capital
The Company is authorized to increase capital up to R$10,000,000, based on a Board of Directors resolution, after submission to the Supervisory Boards.
(b) Subscribed and paid-up capital
Subscribed and paid-up capital is represented by 227,836,623 registered common shares, with no par value, held as follows:
Jun/09 | Mar/09 | |||||||
Number of | Number of | |||||||
Shareholders | shares | % | shares | % | ||||
State Finance Department | 114,508,085 | 50.26 | 114,508,086 | 50.26 | ||||
Companhia Brasileira de Liquidação e Custódia | 55,540,814 | 24.38 | 55,257,235 | 24.25 | ||||
The Bank Of New York ADR | ||||||||
Department (Equivalent in shares) (*) | 57,210,002 | 25.11 | 57,488,802 | 25.23 |
Page: 50
Other | 577,722 | 0.25 | 582,500 | 0.26 | ||||
227,836,623 | 100.00 | 227,836,623 | 100.00 | |||||
(*) Each ADR is equal to 2 shares |
(c) Payment to shareholders
Shareholders are entitled to a minimum mandatory dividend of 25% of the adjusted net income, calculated according to Brazilian Corporate Law.
On July 31, 2008, the Board of Directors approved the proposal of interest on shareholders equity related to the period from January to June, 2008, in the amount of R$200,496, which were paid on June 26, 2009, net of withholding income tax.
On January 15, 2009, the Board of Directors approved the proposal of interest on shareholders equity related to the period from July to December, 2008, in the amount of R$95,691, which were paid on June 26, 2009, net of withholding income tax.
On May 14, 2009, the Board of Directors approved the proposal of interest on shareholders equity related to the period from January to April, 2009, in the amount of R$138, 980, which will be paid up to 60 days after the Annual Shareholders Meeting (AGO) of 2010, net of withholding income tax.
(d) Capital reserve
Capital reserve includes tax incentives and donations recorded through December 31, 2007 received from government entities and private institutions.
(e) Revaluation reserve
As provided for by CVM Instruction No. 197/93, the Company decided not to record income and social contribution taxes on the revaluation reserve of property, plant and equipment items recognized in 1991.
The reserve is being realized as a contra entry to the caption retained earnings, in the same proportion as the depreciation and write-off of the respective assets.
The balances of the revaluation reserve will be maintained until their effective realization.
(f) Changes in retained earnings
Jun/09 | Mar/09 | |||
Previous Balance | 277,876 | - | ||
Realization of Revaluation Reserve | 24,026 | 21,662 | ||
Results of the period | 464,665 | 256,214 | ||
Interest on Shareholders Equity | (138,980) | - | ||
Current Balance | 627,587 | 277,876 | ||
Page: 51
(g) Reserve for investments
The reserve for investments is specifically made up of the portion corresponding to the Companys own resources that will be used for the expansion of the water supply and sewage sanitation systems.
17. FINANCIAL INSTRUMENTS AND RISK
(a) Identification and valuation of the financial instruments
The Company operates with various financial instruments with emphasis on cash and cash equivalents, including financial investments and loans and financings, described as follows.
The Company did not realize operations with derivatives in 2009 and 2008.
(i) Cash & cash equivalents, accounts receivable, other current assets and accounts payable
The amounts recorded approximate the realization amounts.
Cash equivalents correspond to the financial investments expressed in reais and have immediate liquidity.
(ii) Investments
Consists, mainly, of investments in the company Sesamm (see Note 7) recorded by the equity method of accounting, in which the Company has a strategic interest. Considerations of market value of the shares held are not applicable.
(iii) Loans and Financings
In compliance with CPC-14, following are demonstrated the market values of the projected cash flows, at present value, of loans and financings on June 30, 2009.
Adjustment | ||||||||
Projected Cash | to Present | |||||||
Book value | Flow | Value | Differences | |||||
National Currency | ||||||||
Debentures (i) | 1,293,819 | 1,735,752 | 1,442,344 | (148,525) | ||||
Funding costs | (4,134) | - | - | (4,134) | ||||
BNDES (ii) | 205,581 | 205,581 | 205,581 | - | ||||
Others (iii) | 3,002,713 | 3,464,628 | 3,329,613 | (326,900) | ||||
4,497,979 | 5,405,961 | 4,977,538 | (479,559) | |||||
Foreign Currency | ||||||||
Financings (iv) | 1,970,749 | 2,711,028 | 2,616,874 | (646,125) | ||||
(-) Costs with funding | (3,501) | - | - | (3,501) | ||||
1,967,248 | 2,711,028 | 2,616,874 | (649,626) |
Page: 52
Adjustment | ||||||||
Projected Cash | to Present | |||||||
Book value | Flow | Value | Differences | |||||
6,465,227 | 8,116,989 | 7,594,412 | (1,129,185) | |||||
In order to obtain the market values of Financial Instruments, the following criteria have been adopted:
(i) Debentures are financings considered by the nominal amount restated up to the maturity date, discounted to present value at the forward interest market rates, disclosed by Andima in the secondary market, having as basis June 30, 2009 and the Companys security traded in the domestic market.
(ii) Financings - BNDES, are instruments considered by the nominal amount restated up to the maturity date, that have as characteristics the indexation to the TJLP, which is a specific modality, not being compared to any other market rate.
Therefore, the Company opted to publish as market value the amount accounted for as of June 30, 2009
(iii) Other financings in national currency are considered by the nominal amount restated up to the maturity date, discounted to present value at the forward interest market rates. The forward rates used were obtained at the BM&F website.
(iv) Foreign currency financings are controlled in the original currency, converted at the foreign exchange rate at the date of the balance sheet, discounted to present value using the forward market rate obtained on Bloomberg, based on the Companys shares traded in the market.
Additionally, the Company has an instrument indexed to the YEN (JICA, as mentioned in Note 10), which, in addition of the premises above, was considered in the conversion to present value the parity of the original currency of the instrument in relation to the dollar.
(b) Market risks
(i) Foreign exchange rate ris k
This risk results from the possibility of the Company in incur in losses on account of fluctuations in the foreign exchange rates that impact the balances of loans and financings in foreign currency funded in the market and, consequently, the financial expenses. The Company does not maintain hedge or swap operations, however, it carries out an active management of the debt, seeking to reduce the exposure in foreign currency, taking advantage of the windows of opportunity, to exchange expensive debts for cheaper debts, reducing the cost by means of anticipation of the maturity dates.
A significant portion of the Companys financial debt was linked to the US dollar and to the Yen, in the total amount of R$1,967,248(Note 10). The table below summarizes the Companys exposure to exchange rates at June 30, 2009.
Page: 53
Holding and Consolidated | ||||
In thousands | ||||
US$ | Japanese Yen | |||
Loans and financing | 779,804 | 21,280,000 |
(ii) Interest rate risk
This risk arises from the possibility that the Company may incur losses due to interest rate fluctuations and indices that increase their interest expenses on loans and financing. The Company has not entered into any derivative contract to hedge against this risk; however, it continually monitors market interest rates in order to evaluate the possible need to replace its debt. As of June 30, 2009, the Company had R$1,075,008 in loans and financing which were obtained at variable interest rates (CDI and TJLP).
Another risk faced by the Company is the lack of correlation between the monetary adjustment indices of its debt and those of its receivables. Water supply and sewage treatment tariffs do not necessarily follow the increases in the interest rates affecting the Companys debt.
(iii) Credit risk
Credit risk is mitigated by selling to a geographically dispersed customer base.
(c) Sensitivity analysis
Following is presented the table demonstrating the sensitivity analysis of the financial instruments that may generate significant impacts on the Company.
Under the terms of CVM Instruction 475/08, in order to demonstrate the financial balances of assets and liabilities converted to a rate projected to June 30, 2009 with appreciation of 25% and 50% in Scenario I and 25% and 50% of deterioration in Scenario II, according to the table below:
SCENARIO I | Jun/2009 | |||||||
Financial Instruments | Risk | Probable | Higher rate in | Higher rate in | ||||
25% | 50% | |||||||
Financial Asset | ||||||||
Cash & Cash Equivalents | ||||||||
Financial Investments (Nossa Caixa e | ||||||||
Bradesco) | CDB | 618,831 | 773,538 | 928,246 | ||||
Financial Liability | ||||||||
Loans and Financings |
Page: 54
SCENARIO I | Jun/2009 | |||||||
Financial Instruments | Risk | Probable | Higher rate in | Higher rate in | ||||
25% | 50% | |||||||
Banco do Brasil, CEF and City Hall of | ||||||||
Presidente Prudente | UPR | 2,261,596 | 2,826,995 | 3,392,394 | ||||
Debentures, FIDC and BI Cia. | ||||||||
Secutirizadora | CDI | 947,918 | 1,184,898 | 1,421,877 | ||||
Debentures | IGPM | 1,112,041 | 1,390,051 | 1,668,062 | ||||
Debentures | IPCA | 141,998 | 177,497 | 212,997 | ||||
BNDES and Fehidro | TJLP | 209,666 | 262,082 | 314,498 | ||||
BID and Eurobonds | US$ | 1,551,810 | 1,939,762 | 2,327,715 | ||||
JICA | JPI | 441,329 | 551,662 | 661,994 |
References for Financial Liabilities - Scenario I |
Rate projected to September 30, 2009* |
Increase of the rate in: | ||||
25% | 50% | |||||
UPR | 1.27% | 1.59% | 1.91% | |||
CDI (CDB) | 8.83% | 11.04% | 13.25% | |||
IGPM | 5.30% | 6.63% | 7.95% | |||
IPCA | 5.00% | 6.25% | 7.50% | |||
TJLP | 6.00% | 7.50% | 9.00% | |||
US$ | 1.99 | 2.49 | 2.99 | |||
JPI | 0.020739 | 0.02592 | 0.03111 |
SCENARIO II | Jun/09 | |||||||
Financial Instruments | Risk | Probable | Lower rate in | Lower rate in | ||||
25% | 50% | |||||||
Financial Asset | ||||||||
Cash & Cash Equivalents | ||||||||
Financial Investments (Nossa Caixa e | ||||||||
Bradesco) | CDB | 618,831 | 464,123 | 309,415 |
Page: 55
SCENARIO II | Jun/09 | |||||||
Financial Instruments | Risk | Probable | Lower rate in | Lower rate in | ||||
25% | 50% | |||||||
Financial Liability | ||||||||
Loans and Financings | ||||||||
Banco do Brasil, CEF and City Hall of | ||||||||
Presidente Prudente | UPR | 2,261,596 | 1,696,197 | 1,130,798 | ||||
Debentures, FIDC and BI Cia. | ||||||||
Secutirizadora | CDI | 947,918 | 710,939 | 473,959 | ||||
Debentures | IGPM | 1,112,041 | 834,031 | 556,021 | ||||
Debentures | IPCA | 141,998 | 106,498 | 70,999 | ||||
BNDES and Fehidro | TJLP | 209,666 | 157,249 | 104,833 | ||||
BID and Eurobonds | US$ | 1,551,810 | 1,163,857 | 775,905 | ||||
JBIC | JPI | 441,329 | 330,997 | 220,665 |
References for Financial Liabilities - Scenario II |
Rate projected to September 30, 2009* |
Decrease of the rate in: | ||||
25% | 50% | |||||
UPR | 1.27% | 0.95% | 0.64% | |||
CDI (CDB) | 8.83% | 6.62% | 4.42% | |||
IGPM | 5.30% | 3.98% | 2.65% | |||
IPCA | 5.00% | 3.75% | 2.50% | |||
TJLP | 6.00% | 4.50% | 3.00% | |||
US$ | 1.99 | 1.49 | 1.00 | |||
JPI | 0.020739 | 0.01555 | 0.01037 |
These sensitivity analysis have the objective to measure the impact of the changes in the market variables on the Companys financial instruments. Such amounts, when settled, may present values different from those demonstrated above, due to the estimates used in their preparation process.
* The rates projected to September 30, 2009 were obtained through the websites of BM&F and Central Bank of Brazil, report Focus.
Page: 56
18. OPERATING REVENUE
HOLDING AND | ||||||||
CONSOLIDATED | HOLDING | |||||||
2º Qtr /09 | 1º Sem /09 | 2º Qtr /08 | 1º Sem /08 | |||||
São Paulos Metropolitan Region | 1,324,514 | 2,660,352 | 1,163,921 | 2,418,190 | ||||
Regional systems (i) | 419,138 | 862,667 | 463,418 | 867,766 | ||||
Total | 1,743,652 | 3,523,019 | 1,627,339 | 3,285,956 | ||||
(i) Comprises municipalities operating in inland and coastal regions of the State of São Paulo.
19. OPERATING COSTS AND EXPENSES
HOLDING | CONSOLIDATED | |||||||||||
2ºQtr/09 | 1ºSem/09 | 2ºQtr/08 | 1ºSem/08 | 2ºQtr/09 | 1ºSem/09 | |||||||
Cost of sales and services | ||||||||||||
Payroll and related charges | (268,611) | (648,056) | (261,711) | (504,666) | (268,611) | (648,056) | ||||||
General supplies | (33,047) | (64,873) | (32,886) | (61,343) | (33,047) | (64,873) | ||||||
Treatment supplies | (33,060) | (71,866) | (27,892) | (67,932) | (33,060) | (71,866) | ||||||
Outside services | (205,620) | (309,064) | (105,099) | (190,992) | (205,620) | (309,064) | ||||||
Electricity | (121,236) | (237,921) | (115,116) | (228,141) | (121,236) | (237,921) | ||||||
General expenses | (11,996) | (21,293) | (8,541) | (16,465) | (11,996) | (21,293) | ||||||
Depreciation and amortization | (156,513) | (312,199) | (151,492) | (297,951) | (156,513) | (312,199) | ||||||
(830,083) | (1,665,272) | (702,737) | (1,367,490) | (830,083) | (1,665,272) | |||||||
Selling expenses | ||||||||||||
Payroll and related charges | (48,607) | (112,411) | (45,171) | (86,548) | (48,607) | (112,411) | ||||||
General supplies | (2,190) | (3,812) | (1,509) | (2,829) | (2,190) | (3,812) | ||||||
Outside services | (43,140) | (82,948) | (28,224) | (51,291) | (43,140) | (82,948) | ||||||
Electricity | (173) | (341) | (193) | (365) | (173) | (341) | ||||||
General expenses | (16,186) | (30,892) | (14,614) | (28,884) | (16,186) | (30,892) | ||||||
Depreciation and amortization | (1,262) | (2,270) | (953) | (1,892) | (1,262) | (2,270) | ||||||
Allowance for doubtful accounts, net | ||||||||||||
of recoveries | (75,749) | (163,149) | (134,306) | (191,774) | (75,749) | (163,149) | ||||||
(187,307) | (395,823) | (224,970) | (363,583) | (187,307) | (395,823) | |||||||
Administrative expenses: | ||||||||||||
Payroll and related charges | (43,687) | (88,406) | (36,745) | (71,376) | (43,750) | (88,530) | ||||||
General supplies | (1,595) | (2,960) | (1,136) | (2,113) | (1,597) | (2,964) | ||||||
Outside services | (27,495) | (65,901) | (19,153) | (38,642) | (27,588) | (66,062) | ||||||
Electricity | (292) | (498) | (242) | (547) | (292) | (498) | ||||||
General expenses | (14,091) | (48,104) | (38,214) | (84,373) | (14,093) | (48,112) | ||||||
Depreciation and amortization | (3,708) | (8,706) | (2,498) | (5,226) | (3,708) | (8,707) | ||||||
Tax expenses | (10,016) | (34,031) | (6,555) | (14,742) | (10,020) | (34,035) | ||||||
(100,884) | (248,606) | (104,543) | (217,019) | (101,048) | (248,908) | |||||||
Costs, and selling and administrative | ||||||||||||
expenses: | ||||||||||||
Payroll and related charges | (360,905) | (848,873) | (343,627) | (662,590) | (360,968) | (848,997) | ||||||
General supplies | (36,832) | (71,645) | (35,531) | (66,285) | (36,834) | (71,649) | ||||||
Treatment supplies | (33,060) | (71,866) | (27,892) | (67,932) | (33,060) | (71,866) | ||||||
Outside services | (276,255) | (457,913) | (152,476) | (280,925) | (276,348) | (458,074) | ||||||
Electricity | (121,701) | (238,760) | (115,551) | (229,053) | (121,701) | (238,760) | ||||||
General expenses | (42,273) | (100,289) | (61,369) | (129,722) | (42,275) | (100,297) | ||||||
Depreciation and amortization | (161,483) | (323,175) | (154,943) | (305,069) | (161,483) | (323,176) | ||||||
Tax expenses | (10,016) | (34,031) | (6,555) | (14,742) | (10,020) | (34,035) | ||||||
Allowance for doubtful accounts, net of | ||||||||||||
recoveries - (note 4 (c(ii))) | (75,749) | (163,149) | (134,306) | (191,774) | (75,749) | (163,149) | ||||||
Page: 57
HOLDING | CONSOLIDATED | |||||||||||
2ºQtr/09 | 1ºSem/09 | 2ºQtr/08 | 1ºSem/08 | 2ºQtr/09 | 1ºSem/09 | |||||||
(1,118,274) | (2,309,701) | (1,032,250) | (1,948,092) | (1,118,438) | (2,310,003) | |||||||
Financial expenses: | ||||||||||||
Interest and charges on loans and | ||||||||||||
financing - local currency | (94,800) | (197,393) | (103,451) | (205,498) | (94,800) | (197,393) | ||||||
Interest and charges on loans and | ||||||||||||
financing - foreign currency | (15,201) | (34,972) | (13,359) | (28,877) | (15,201) | (34,972) | ||||||
Interest on shareholders equity - (note | ||||||||||||
16 (c)) | (138,980) | (138,980) | (200,496) | (200,496) | (138,980) | (138,980) | ||||||
Interest on shareholders equity | ||||||||||||
(reversal) | 138,980 | 138,980 | 200,496 | 200,496 | 138,980 | 138,980 | ||||||
Other financial expenses | (29,806) | (46,255) | 44,772 | 754 | (29,806) | (46,255) | ||||||
Income tax on remittance abroad | (1,060) | (1,967) | (1,397) | (2,797) | (1,060) | (1,967) | ||||||
Monetary variation on loans and | ||||||||||||
financing | (811) | (1,033) | (46,746) | (73,226) | (811) | (1,033) | ||||||
Other Monetary Variations | (5,802) | (11,874) | (7,702) | (9,660) | (5,802) | (11,874) | ||||||
Provisions for financial contingencies | (11,611) | (22,472) | (40,555) | (51,479) | (11,611) | (22,472) | ||||||
(159,091) | (315,966) | (168,438) | (370,783) | (159,091) | (315,966) | |||||||
Financial income: | ||||||||||||
Monetary variation gains | 14,011 | 30,364 | 16,083 | 32,866 | 14,011 | 30,364 | ||||||
Income from temporary cash | ||||||||||||
investments | 22,151 | 47,308 | 12,958 | 22,697 | 22,236 | 47, 500 | ||||||
Interest and others | 20,325 | 42,664 | 14,478 | 40,111 | 20,325 | 42,664 | ||||||
56,487 | 120,336 | 43,519 | 95,674 | 56,572 | 120,528 | |||||||
Financial expenses before exchange | ||||||||||||
variations, net | (102,604) | (195,630) | (124,919) | (275,109) | (102,519) | (195,438) | ||||||
Exchange variations, net | ||||||||||||
Exchange variation on loans and | ||||||||||||
financing | 237,824 | 270,694 | 104,376 | 92,843 | 237,824 | 270,694 | ||||||
Exchange gains | (55) | (7,502) | 300 | 535 | (55) | (7,502) | ||||||
237,769 | 263,192 | 104,676 | 93,378 | 237,769 | 263,192 | |||||||
Financial expenses, net | 135,165 | 67,562 | (20,243) | (181,731) | 135,250 | 67,754 |
20. OTHER OPERATING INCOME AND EXPENSES
The break-down of other operating income (expenses) net is the following:
HOLDING AND | ||||||||
CONSOLIDATED | HOLDING | |||||||
2º Qtr /09 | 1º Sem /09 | 2º Qtr /08 | 1º Sem /08 | |||||
Other operating income | 11,615 | 19,905 | 6,169 | 22,325 | ||||
Cofins and Pasep | (1,074) | (1,841) | (1,557) | (3,328) | ||||
10,541 | 18,064 | 4,612 | 18,997 | |||||
Other operating expenses | (8,196) | (10,249) | (4,806) | (8,234) | ||||
Other operating income (expenses), net | 2,345 | 7,815 | (194) | 10,763 | ||||
Page: 58
Other operating income are comprised by sale of fixed assets, sales of public notices, as well as indemnifications and reimbursement of expenses, fines and escrows, lease of real estate, water for reuse, Pura and Aqua logs 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.
21. AGREEMENT WITH THE MUNICIPALITY OF SÃO PAULO
On November 14, 2007, the Company and the Municipality of São Paulo (the Parties) entered into an Agreement to establish the conditions that ensure the stability in the providing of water supply and sewage, and environmental utility services in the city of São Paulo, the main provisions of which are as follows:
1. the Parties assumed the commitment to establish basic sanitation and environmental actions complementary to the actions of the Municipality of São Paulo, by investing in the implantation and continuity of programs such as: Programa Córrego Limpo (Clean River Program) and Programa de Uso Racional da Água - PURA (Rational Water Use Program), the purpose of which is to ensure a decrease in water consumption by City government units, ensuring water supply to and the quality of living of the population;
2. starting November 14, 2007, Agreement date, all the amounts paid by the Municipality of São Paulo to SABESP, referring to consumption by City departments, agencies, and foundations, net of taxes, will be used in basic sanitation and environmental actions in the Municipality;
3. the Municipality assumed the commitment to resume the payment of consumption bills issued by SABESP, starting November 14, 2007, the date of this Agreements execution;
4. the Parties will complete, within 90 days, the projects required to determine the outstanding amounts and prepare the drafts of the Bill to obtain the approval of the City Council for the Cooperation Agreement and Metropolitan Program Contract, to ensure the stable provision by SABESP of water supply and sewa ge services in the Municipality, through associated management of the assumed utility services, jointly by the Municipality and the State of São Paulo, pursuant to the general basic sanitation service principles laid down in State Law 11445/07 and related State legislation;
5. the Parties and the State shall conclude, within 90 days after the execution of the Agreement, the terms and conditions of the Cooperation Agreement and Metropolitan Program Contract, to ensure the stable provision by SABESP of the water supply and sewage services to the municipality;
6. the approval of Municipal Authorization Law is an essential condition both for signing the Cooperation Agreement, to be signed by the Municipality and the State of São Paulo, and the Metropolitan Program Contract, to be signed by the Municipality and SABESP;
7. after forwarding the Project of Law to the Chamber, the Parties will sign the instrument to equate their financial disputes , when a discount will be granted in the amount of R$120 million on the debts of the Municipality, of a negotiation character. Part of theses debts will be paid without financial additions resulting from interests, fine and monetary adjustment and the remaining balance, under the form of the Municipal Administrative Rule 01/2005, in 7 annual installments;
Page: 59
8. the Parties will require the termination of the collection lawsuits filed by Sabesp, where Sabesp will pay the court fees, and each Party will pay the lawyers fees, in an estimated amount of R$1.9 million.
The First Amendment to the Agreement with the Municipality of São Paulo was entered into on February 11, 2008. The Parties decided to extend the agreement for a period equal to the original period, so that the Parties may conclude the required understandings to settle the outstanding debts and prepare the drafts of the Cooperation Agreement, the Metropolitan Contract Program, and the Authorization Bill.
The stages already in progress are the conclusion of the drafts of said instruments, sending the Bill to the City Council, concluding the required understandings to settle the outstanding debts, and jointly defining the sanitation and environmental actions to be taken.
On May 9, 2008 the Second Amendment to the Agreement was signed, extending the term for an equal period and providing for automatic renewals, for equal periods, in case of no communication of the parties.
On December 22, 2008 the Third Amendment to the Agreement was signed where the Parties resolved: i - change the payment period, by the Municipality, of the balance favorable to Sabesp, after the setoff of accounts; ii - adopt the same criteria that Sabesp will use to calculate the adjustment to present value of the balance favorable to Sabesp to deflate the negotiated discount agreed upon in the Agreement; iii - insert into the Agreement a clause authorizing Sabesp to promote the expropriations.
On June 03, 2009, Municipal Law 558/08 was enacted that authorizes the Executive Power to enter into agreements, contracts or any other type of adjustments needed, including Cooperation Agreement and Program Contract with the State of Sao Paulo, the State of Sao Paulos Sanitation and Energy Regulating Agency - ARSESP and Companhia de Saneamento Basico do Estado de Sao Paulo - Sabesp; it creates the Municipal Fund of Environmental Sanitation and Infrastructure, among other provisions.
22. REGULATING AGENCY OF SANITATION AND ENERGY OF THE STATE OF SÃO PAULO - ARSESP
According to Resolution ARSESP No. 36, of December 19, 2008, the Company has been paying the Fee for Regulation, Control and Inspection - TRCF that corresponds to 0.50% (fifty centesimal per cent) on the gross operating revenue, directly obtained with the rendering of service, subtracting the amounts of the taxes incidental on it. The amount paid in the 2nd quarter of 2009 was R$8,0 million (1st semester of 2009 - R$14.3 million).
23. SUPPLEMENTAL INFORMATION
STATEMENT OF VALUE ADDED - DVA
The statement of value-added, prepared in accordance with CVM Resolution nr. 557/08 (CPC 09) presents the result of the period under the generation and distribution of wealth point of view, whose four main beneficiaries of the wealth generation by the activities are: the employees, the government, capital of third parties and the shareholders capital.
Page: 60
HOLDING | CONSOLIDATED | |||||||||||||
Explanatory | 1st | 1st | 1st | |||||||||||
Note | Sem/09 | Sem/08 | Sem/09 | |||||||||||
1- Revenues | ||||||||||||||
1.1) Revenues from Products and Services | 18 | 3,523,019 | 3,285,956 | 3,523,019 | ||||||||||
1.2) Other revenues | 20 | 19,905 | 22,325 | 19,905 | ||||||||||
1.3) Revenues related to the construction of own assets | (51,991) | 46,248 | (51,991) | |||||||||||
1.4) Allowance for doubtful accounts - set up | 19 | (163,149) | (191,774) | (163,149) | ||||||||||
3,327,784 | 3,162,755 | 3,327,784 | ||||||||||||
2 - Inputs acquired from third parties | ||||||||||||||
2.1) Cost of sales and services provided | (687,853) | (551,876) | (687,853) | |||||||||||
2.2) Supplies, electricity and power, third | ||||||||||||||
partys services and others | (249,731) | (212,555) | (249,892) | |||||||||||
2.3) Other operating expenses | 20 | (10,249) | (8,234) | (10,249) | ||||||||||
(947,833) | (772,665) | (947,994) | ||||||||||||
3 - Gross Value Added (1 -2) | 2,379,951 | 2,390,090 | 2,379,790 | |||||||||||
4 - Retentions | ||||||||||||||
4.1) Depreciation and Amortization | (324,108) | (305,311) | (324,109) | |||||||||||
5 - Net value added produced by the | ||||||||||||||
Company (3-4) | 2,055,843 | 2,084,779 | 2,055,681 | |||||||||||
6 - Value added received in transfer | ||||||||||||||
6.1) Equity result | (110) | - | - | |||||||||||
6.2) Financial income | 19 | 112,834 | 96,209 | 113,026 | ||||||||||
112,724 | 96,209 | 113,026 | ||||||||||||
7 - Total Value Added to Allocate | 2,168,567 | 2,180,988 | 2,168,707 | |||||||||||
8 - Value added allocated | ||||||||||||||
8.1) Personnel | ||||||||||||||
8.1.1) Direct compensation | 463,282 | 21.4% | 433,100 | 19.9% | 463,377 | 21.4% | ||||||||
8.1.2) Benefits | 160,402 | 7.4% | 141,468 | 6.5% | 160,408 | 7.4% | ||||||||
8.1.3) FGTS | 159,720 | 7.4% | 32,767 | 1.5% | 159,727 | 7.4% | ||||||||
783,404 | 36.2% | 607,335 | 27.9% | 783,512 | 36.2% | |||||||||
8.2) Taxes, fees and contributions | ||||||||||||||
8.2.1) Federal | 698,842 | 32.2% | 623,261 | 28.6% | 698,863 | 32.2% | ||||||||
8.2.2) State | 19,438 | 0.9% | 4,003 | 0.2% | 19,438 | 0.9% | ||||||||
8.2.3) Municipal | 15,345 | 0.7% | 8,642 | 0.4% | 15,345 | 0.7% | ||||||||
733,625 | 33.8% | 635,906 | 29.2% | 733,646 | 33.8% | |||||||||
Page: 61
HOLDING | CONSOLIDATED |
|||||||||||||
Explanatory | 1st | 1st | 1st | |||||||||||
Note | Sem/09 | Sem/08 | Sem/09 | |||||||||||
8.3) Remuneration of Third Parties Capital | ||||||||||||||
8.3.1) Interests, monetary and foreign | ||||||||||||||
exchange variations | (82,087) | -3.8% | 266,809 | 12.2% | (82,087) | -3.8% | ||||||||
8.3.2) Lease | 12,746 | 0.6% | 7,194 | 0.3% | 12,757 | 0.6% | ||||||||
(69,341) | -3.2% | 274,003 | 12.5% | (69,330) | -3.2% | |||||||||
8.4) Remuneration of shareholders equity | ||||||||||||||
8.4.1) Interests on shareholders equity | 16(f) |
138,980 | 6.4% | 200,496 | 9.2% | 138,980 | 6.4% | |||||||
8.4.2) Retained earnings | 581,899 | 26.8% | 463,248 | 21.2% | 581,899 | 26.8% | ||||||||
720,879 | 33.2% | 663,744 | 30.4% | 720,879 | 33.2% | |||||||||
Value added allocated | 2,168,567 | 100.0% | 2,180,988 | 100.0% | 2,168,707 | 100.0% | ||||||||
Page: 62
07.01 COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER
1. Financial Highlights
In millions of R$
Variation | Variation | |||||||||||||||
2Q08 | 2Q09 | R$ | % | Jan-Jun/08 | Jan-Jun/09 | R$ | % | |||||||||
(+) Gross operating revenues | 1,627.3 | 1,743.6 | 116.3 | 7.1 | 3,285.9 | 3,523.0 | 237.1 | 7.2 | ||||||||
(-) COFINS and PASEP | 114.0 | 120.0 | 6.0 | 5.3 | 232.5 | 246.0 | 13.5 | 5.8 | ||||||||
(=) Net operating revenues | 1,513.3 | 1,623.6 | 110.3 | 7.3 | 3,053.4 | 3,277.0 | 223.6 | 7.3 | ||||||||
(-) Costs and expenses | 1,032.2 | 1,118.3 | 86.1 | 8.3 | 1,948.1 | 2,309.7 | 361.6 | 18.6 | ||||||||
(=) Result before financial expenses (EBIT*) | 481.1 | 505.3 | 24.2 | 5.0 | 1,105.3 | 967.3 | (138.0) | (12.5) | ||||||||
(+) Depreciation and amortization | 154.9 | 161.5 | 6.6 | 4.3 | 305.1 | 323.2 | 18.1 | 5.9 | ||||||||
(=) EBITDA** | 636.0 | 666.8 | 30.8 | 4.8 | 1,410.4 | 1,290.5 | (119.9) | (8.5) | ||||||||
EBITDA Margin % | 42.0 | 41.1 | 46.2 | 39.4 | ||||||||||||
Net income | 360.0 | 464.7 | 104.7 | 29.1 | 663.7 | 720.9 | 57.2 | 8.6 | ||||||||
Net income per share in R$ | 1.58 | 2.04 | 2.91 | 3.16 | ||||||||||||
(*) Profit before interest and taxes on income;
(**) Profit before interest, taxes, depreciation and amortization;
In the 2Q09, the net operating revenue totaled R$1. 6 billion, 7. 3% growth in relation to 2Q08. Costs and expenses, in the amount of R$1.1 billion increased 8.3% in relation to the 2Q08. EBITDA increased from R$636.0 million to R$666.8 million in the 2Q09, with 4.8% increase.
EBIT presented a 5.0% growth, from R$481.1 million in the 2Q08 to R$505.3 million in the 2Q09
2. Gross operating revenue
In the 2Q09, the gross operating revenue presented an increase of R$116.3 million, or 7.1%, going from R$1.6 billion in the 2Q08 to R$1.7 billion in the 2Q09. The main factors responsible for this growth were:
Tariff adjustment of 5.10 % in September/08;
Growth of 3% in the Companys total volume billed, being the variation of 2.7% in water and 3.4% in sewage.
3. 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 2Q08, 2Q09, 1S08 and 1S09.
QUARTER
VOLUME INVOICED (1) WATER AND SEWAGE PER CATEGORY OF USE - millions of m3 |
||||||||||||||||||
Water | Sewage | Water + Sewage | ||||||||||||||||
By Category | 2Q08 | 2Q09 | Var. % | 2Q08 | 2Q09 | Var. % | 2Q08 | 2Q09 | Var. % | |||||||||
Residential | 333.9 | 344.3 | 3.1 | 267.6 | 278.2 | 4.0 | 601.5 | 622.5 | 3.5 | |||||||||
Commercial | 38.1 | 38.6 | 1.3 | 35.3 | 35.9 | 1.7 | 73.4 | 74.5 | 1.5 | |||||||||
Industrial | 8.8 | 8.5 | (3.4) | 8.5 | 8.7 | 2.4 | 17.3 | 17.2 | (0.6) | |||||||||
Public | 12.1 | 12.4 | 2.5 | 9.7 | 10.1 | 4.1 | 21.8 | 22.5 | 3.2 | |||||||||
Total Retail | 392.9 | 403.8 | 2.8 | 321.1 | 332.9 | 3.7 | 714.0 | 736.7 | 3.2 | |||||||||
Wholesale | 70.3 | 71.7 | 2.0 | 7.4 | 6.9 | - | 77.7 | 78.6 | 1.2 | |||||||||
Reuse Water | 0.1 | 0.1 | - | - | - | - | 0.1 | 0.1 | - | |||||||||
Grand Total | 463.3 | 475.6 | 2.7 | 328.5 | 339.8 | 3.4 | 791.8 | 815.4 | 3.0 | |||||||||
Page: 63
SEMESTER
VOLUME INVOICED (1) WATER AND SEWAGE PER CATEGORY OF USE - millions of m3 |
||||||||||||||||||
Water | Sewage | Water + Sewage | ||||||||||||||||
By Category | 1S08 | 1S09 | Var. % | 1S08 | 1S09 | Var. % | 1S08 | 1S09 | Var. % | |||||||||
Residential | 674.7 | 696.3 | 3.2 | 538.7 | 560.1 | 4.0 | 1,213.4 | 1,256.4 | 3.5 | |||||||||
Commercial | 76.1 | 77.2 | 1.4 | 70.0 | 71.3 | 1.9 | 146.1 | 148.5 | 1.6 | |||||||||
Industrial | 17.6 | 16.8 | (4.5) | 16.8 | 16.8 | - | 34.4 | 33.6 | (2.3) | |||||||||
Public | 23.0 | 23.3 | 1.3 | 18.4 | 19.1 | 3.8 | 41.4 | 42.4 | 2.4 | |||||||||
Total Retail | 791.4 | 813.6 | 2.8 | 643.9 | 667.3 | 3.6 | 1,435.3 | 1,480.9 | 3.2 | |||||||||
Wholesale | 140.9 | 143.5 | 1.8 | 14.7 | 14.6 | - | 155.6 | 158.1 | 1.6 | |||||||||
Reuse Water | 0.1 | 0.1 | - | - | - | - | 0.1 | 0.1 | - | |||||||||
Grand Total | 932.4 | 957.2 | 2.7 | 658.6 | 681.9 | 3.5 | 1,591.0 | 1,639.1 | 3.0 | |||||||||
QUARTER
VOLUME INVOICED (1) WATER AND SEWAGE PER REGION - millions of m3 | ||||||||||||||||||
Water | Sewage | Water + Sewage | ||||||||||||||||
Per Region | 2Q08 | 2Q09 | Var. % | 2Q08 | 2Q09 | Var. % | 2Q08 | 2Q09 | Var. % | |||||||||
Metropolitan | 263.9 | 269.2 | 2.0 | 220.1 | 226.7 | 3.0 | 484.0 | 495.9 | 2.5 | |||||||||
Regional (2) | 129.0 | 134.6 | 4.3 | 101.0 | 106.2 | 5.1 | 230.0 | 240.8 | 4.7 | |||||||||
Total retail | 392.9 | 403.8 | 2.8 | 321.1 | 332.9 | 3.7 | 714.0 | 736.7 | 3.2 | |||||||||
Bulk | 70.3 | 71.7 | 2.0 | 7.4 | 6.9 | (6.8) | 77.7 | 78.6 | 1.2 | |||||||||
Reuse Water | 0.1 | 0.1 | - | - | - | - | 0.1 | 0.1 | - | |||||||||
Grand Total | 463.3 | 475.6 | 2.7 | 328.5 | 339.8 | 3.4 | 791.8 | 815.4 | 3.0 | |||||||||
SEMESTER
VOLUME INVOICED (1) WATER AND SEWAGE PER REGION - millions of m3 | ||||||||||||||||||
Water | Sewage | Water + Sewage | ||||||||||||||||
Per Region | 1S08 | 1S09 | Var. % | 1S08 | 1S09 | Var. % | 1S08 | 1S09 | Var. % | |||||||||
Metropolitan | 527.5 | 539.0 | 2.2 | 438.2 | 451.7 | 3.1 | 965.7 | 990.7 | 2.6 | |||||||||
Regional (2) | 263.9 | 274.6 | 4.1 | 205.7 | 215.6 | 4.8 | 469.6 | 490.2 | 4.4 | |||||||||
Total retail | 791.4 | 813.6 | 2.8 | 643.9 | 667.3 | 3.6 | 1,435.3 | 1,480.9 | 3.2 | |||||||||
Bulk | 140.9 | 143.5 | 1.8 | 14.7 | 14.6 | (0.7) | 155.6 | 158.1 | 1.6 | |||||||||
Reuse Water | 0.1 | 0.1 | - | - | - | - | 0.1 | 0.1 | - | |||||||||
Grand Total | 932.4 | 957.2 | 2.7 | 658.6 | 681.9 | 3.5 | 1,591.0 | 1,639.1 | 3.0 | |||||||||
(1) Not audited
(2) Comprised of the coastal and interior regions
4. Costs, selling and administrative expenses
In the 2Q09, the cost of products and services provided, selling and administrative expenses had an increase of R$86.1 million, or 8.3% . The participation of costs and expenses to net revenue remained steady.
Page: 64
In millions of R$
Variation | Variation | |||||||||||||||
2Q08 | 2Q09 | R$ | % | Jan-Jun/08 | Jan-Jun/09 | R$ | % | |||||||||
Payroll and related charges | 343.6 | 360.9 | 17.3 | 5.0 | 662.6 | 848.9 | 186.3 | 28.1 | ||||||||
General supplies | 35.5 | 36.8 | 1.3 | 3.7 | 66.3 | 71.6 | 5.3 | 8.0 | ||||||||
Treatment supplies | 27.9 | 33.1 | 5.2 | 18.6 | 67.9 | 71.9 | 4.0 | 5.9 | ||||||||
Outside services | 152.5 | 276.3 | 123.8 | 81.2 | 280.9 | 457.9 | 177.0 | 63.0 | ||||||||
Electricity | 115.5 | 121.7 | 6.2 | 5.4 | 229.1 | 238.8 | 9.7 | 4.2 | ||||||||
General expenses | 61.4 | 42.3 | (19.1) | (31.1) | 129.7 | 100.3 | (29.4) | (22.7) | ||||||||
Tax expenses | 6.6 | 10.0 | 3.4 | 51.5 | 14.7 | 34.0 | 19.3 | 131.3 | ||||||||
Subtotal | 743.0 | 881.1 | 138.1 | 18.6 | 1,451.2 | 1,823.4 | 372.2 | 25.6 | ||||||||
Depreciation and amortization | 154.9 | 161.5 | 6.6 | 4.3 | 305.1 | 323.2 | 18.1 | 5.9 | ||||||||
Credit write-offs | 134.3 | 75.7 | (58.6) | (43.6) | 191.8 | 163.1 | (28.7) | (15.0) | ||||||||
Costs, and administrative and selling expenses | 1,032.2 | 1,118.3 | 86.1 | 8.3 | 1,948.1 | 2,309.7 | 361.6 | 18.6 | ||||||||
Percentage of Net Revenue (%) | 68.2 | 68.9 | 63.8 | 70.5 | ||||||||||||
4.1. Salaries and payroll charges
In the 2Q09 there was an increase of R$17.3 million, or 5.0% in salaries and payroll charges, from R$343.6 million to R$360.9 million, resulting from a 5.03% salary adjustment since May, 2008 and 6.69% since May, 2009.
4.2. General supplies
In the 2Q09 there was an increase of R$1.3 million, or 3.7%, when compared to the same period of previous year, going from R$35.5 million to R$36.8 million. The main factors that resulted in this variation were the expenses with supplies for data processing in the amount of R$0.8 million, as a consequence of the change and upgrade of the information technology equipment and for the preservation or buildings and installations in the amount of R$0.4 million.
4.3. Treatment supplies
The expenditures with chemical products in the 2Q09 were higher than those of 2Q08 in R$5.2 million or 18.6%, from R$27.9 million in the 2Q08 to R$33.1 million in the 2Q09. This increase is related to the following factors:
Increase of R$3.9 million as a consequence of the higher consumption of ferric chloride and aluminum poly -chloride, products that allow better efficiency in the water treatment process, in replacement to products such as aluminum sulfate and ferric, the latter produced from ferrous sulfate, cause of environmental liabilities; and
Increase of R$0.7 million in expenditures with chorine. Even though there has been a reduction in consumption, there was an increase of 9.9% in price.
4.4. Services
In the 2Q09, this item presented an increase of R$123.8 million, or 81.2%, from R$152.5 million to R$276.3 million. The main factors that contributed to this variance were:
Provision of R$62.2 million for future disbursements, already committed, related to actions established in the agreement executed between Sabesp and the Municipal Hall of Sao Paulo- PMSP;
Page: 65
Preventive and corrective maintenance in the water treatment systems in the amount of R$9.3 million in function of the following factors: i) R$12.1 million related to the Public Private Partnership - PPP Taiaçupeba; ii) actions of urbanization, landscaping, lighting, leisure and sporting equipment, construction of community bases at Parque da Integração as part of the agreement with PMSP in the amount of R$4.5 million; and iii) decrease of R$6.1 million related to the restauration of the wide-diameter sewage network interceptor, which broke in the 2Q08;
Expenses with the broadcasting of advertising campaigns focused on social environmental actions, such as: Summer Project, Clean Wave, Environmental Solutions, Rational Use of Water Program - PURA, among others, in the amount of R$7.9 million, recurring for the next quarters;
Expenses with contracts of risk for credit recovery, in the amount of R$7.7 million, as a consequence of the enhancement of collection actions, that generated an increase of R$99.0 million in the quarters collection;
Maintenance of water and sewage connections and networks in the amount of R$12.8 million, in function of the beginning of the execution of the services contracted through the Global Sourcing at the Santos Coastal Line and the acceleration of the service contracts in the Metropolitan Region of Sao Paulo - RMSP. Other factors that have influenced it were: i) higher allocation of resources to the Loss Reduction Program; and ii) enhancement of the actions to meet the demands of the Clean Creek Program with PMSP;
Expenses of R$4.2 million with the imple mentation of PURA in the municipal schools in function of the agreement executed between Sabesp and PMSP with higher disbursements since July/08;
Expenses with treatment and mud disposal related to the services provided by the PPP, in the amount of R$2.7 million, recurring for the next quarters;
Lease of vehicles started in the second semester of 2008, in the amount of R$2.7 million, in replacement to the Companys own fleet;
Increase in the expenditures with services of pavement and replacement of sidewalks in the amount of R$1.7 million, in function of the following factors: i) improvement in the quality of the material used in the replacement of the pavements due to the requirements of the city halls, such expenditure to be recurring; ii) acceleration of the execution of the service contracts with the RMSP;
Hiring of interns in the amount of R$1.6 million, to meet the requirements of the consumer protection code;
Preservation of buildings and installations in the amount of R$1.4 million, resulting from the reform and revitalization of the installations to shield employees who were allocated in buildings that have been sold, and service of execution of a new sidewalk external to the Costa Carvalho Administrative Complex;
Reading of hydrometers and delivery of bills in the amount of R$1.3 million, resulting from the increase in the number of connections and use of the new technologies that allow higher security and agility in the system of issuance and reading of bills; and
Page: 66
Software maintenance in the amount of R$1.3 million to update the systems technical registry of geographic information - SIGNOS (inventory of networks of distribution, adduction, collection and treatment) in the RMSP.
4.5. Electric Energy
In the 2Q09, it presented an increase of R$6.2 million, or 5.4%, from R$115.5 million to R$121.7 million, resulting from the tariff increase of 7.4% in the captive market and 10.4% in the free market.
Participation (%) | Average Price (Var. %) | Weighted Average (%) | ||||
Free Market | 23.0 | 10.4 | 2.4 | |||
Captive Market | 77.0 | 7. 4 | 5.7 | |||
Weighted Average | 8.1 | |||||
4.6. General Expenses
In the 2Q09, there was a decrease of R$19.1 million, or 31.1%, from R$61.4 million to R$42.3 million, mainly due to the decrease of R$24.6 million in the provision for legal contingencies.
4.7. Credit Write -offs
In the 2Q09, the write-off of credits presented a decrease of R$58.6 million, or 43.6%, varying from R$134.3 million to R$75.7 million, mainly for the need of complementation occurred in the 2Q08 of the past due debts of the municipalities for which the Company provides water in wholesale.
4.8. Tax expenses
In the 2Q09 there was an increase of R$3.4 million of 51.5% related to the following factors:
Increase of R$8.0 million for the payment of the Fee for Regulation, Control and Inspection - TRCF to the Sanitation and Energy Regulating Agency of the State of Sao Paulo - ARSESP, started in the 3Q08; and
Decrease of R$2.3 million in the financial transaction tax - IOF, caused by the settlement of the Eurobonds 2008 and the funding AB LOAN in the 2Q08.
5. Other operating income and expenses
5.1. Other operating income
They presented an increase of R$5.4 million in the 2Q09 according to the new accounting standards, mainly due to the donation of networks.
5.2. Other operating expenses
They presented an increase of R$3.4 million, or 70.8%, mainly for the destination of tax incentives to cultural and audiovisual projects.
Page: 67
6. Financial Income and Expenses
R$ million
2Q08 | 2Q09 | Variation | % | |||||
Financial expenses | ||||||||
Interest and charges on domestic loans and financing | 103.4 | 94.8 | (8.6) | (8.3) | ||||
Interest and charges on foreign loans and financing | 13.4 | 15.2 | 1.8 | 13.4 | ||||
Income tax on remittances overseas. | 1.4 | 1.1 | (0.3) | (21.4) | ||||
Interest on court -ordered indemnities, net of provisions | 56.5 | 33.9 | (22.6) | (40.0) | ||||
Other financial expenses | (60.7) | 7.5 | 68.2 | (112.4) | ||||
Total financial expenses | 114.0 | 152.5 | 38.5 | 33.8 | ||||
Financial income | 27.4 | 42.5 | 15.1 | 55.1 | ||||
Financial expenses, net of income | 86.6 | 110.0 | 23.4 | 27.0 | ||||
6.1. Financial expenses
In the 2Q09 there was an increase of R$38.5 million, or 33.8%, described as follows:
Increase of interest in the amount of R$4.5 million in the external financings, resulting from the funding of the AB LOAN in the amount of US$250 million on June 20, 2008 and to the increase in the compared foreign exchange rate in the period when it increased the balances of the loans in foreign currency;
This increase was partially offset by the settlement of the Eurobonds 2008, in the amount of US$98 million, occurred in June, 2008 with variation of R$2.7 million;
Decrease of internal interest and financial charges resulting from the drop in the outstanding balance due to the payments made, in the amount of R$8.6 million;
Reversal of the interest on legal proceedings in the amount of R$22.6 million; and
Other financial expenses presented an increase of R$68.2 million due to:
Adequacy of the interests calculation referring to the special installment program (PAES)
in the amount of R$67.6 million in the 2Q08, non recurring for 2Q09;
Commitments assumed with the municipalities for the formalization of the program contracts in the amount of R$4.6 million; and
Banking
commissions in the amount of R$3.9 million, resulting from the funding of the AB LOAN in June, 2008, non recurring for 2Q09.
6.2. Financial Income
The financial income presented an increase of R$15.1 million as a result of financial investments, interests of the Gesp Agreement, and installments of debts from customers.
7. Income and expenses with monetary variation
Page: 68
R$ million
2Q08 | 2Q09 | Variation | % | |||||
Monetary variation on loans and financing | 46.8 | 0.8 | (46.0) | (98.3) | ||||
Exchange variation on loans and financing | (104.4) | (237.8) | (133.4) | 127.8 | ||||
Other monetary variations | 7.7 | 5.8 | (1.9) | (24.7) | ||||
Positive monetary variations | (49.9) | (231.2) | (181.3) | 363.3 | ||||
Negative monetary variations | 16.4 | 14.0 | (2.4) | (14.6) | ||||
Net monetary variations | (66.3) | (245.2) | (178.9) | 269.8 | ||||
7.1. Expenses with monetary variation
The net effect from the expenses with monetary variation in the 2Q09 was R$181.3 million, when compared with the 2Q08. This variation is due to;
Gain of R$133.4 million resulting from the 15.7% devaluation of the US dollar in the 2Q09 against a 9% devaluation in the 2Q08;
Reduction of R$46.0 million in the monetary variations on loans and financings, in function of the following factors: i) negative variation of the IGPM (0.32%) in the 2Q09, against a positive variation of 4.34% in the 2Q08; and ii) reduction of R$3.2 million on financings related to the TR that had a lower variation in the 2Q09 (0.16%) as compared to the 2Q08 (0.28%); and
Other monetary variations with decrease of R$1.9 million related to the legal proceedings.
7.2. Income with monetary variations
The income from monetary variations presented a decrease of R$2.4 million, due to the lower variation of the indexes that restated the installment agreements with customers.
8. Operating Indicators
The Company keeps on working very strongly in the combat against losses of water, which presented a decrease of 5.9% in the period under analysis. As a consequence, despite the maintenance of the same volume of water produced, there was an increase of 0.4% of the population served.
Operational Indicators(*) |
2Q08 | 2Q09 | Variation % | |||
Water connections (1) | 6,846 | 7,037 | 2.8 % | |||
Sewage connections (1) | 5,237 | 5,427 | 3.6 % | |||
Population directly served by water supply (2) | 23.1 | 23.2 | 0.4 % | |||
Population served by sewage collection (2) | 19.0 | 19.3 | 1.6 % | |||
Number of employees | 16,757 | 15,834 | -5.5 % | |||
Water volume produced (3) | 1,424.6 | 1,425.0 | 0.0 % | |||
Billing loss index (%) | 28.6 | 26.9 | -5.9 % | |||
(1) In 1,000 units at the end of the period
(2) In millions of inhabitants at the end of the period. Wholesale supply not included.
(3) In millions of m3 * Not audited
Page: 69
12.01 - COMMENTS ON THE COMPANYS CONSOLIDATED PERFORMANCE IN THE QUARTER |
See comments on the Companys performance.
Page: 70
14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES
1- ITEM | 01 |
2 - ORDER No. | 6 |
3 - REGISTRATION Nº. AT CVM | CVM/SRE/DEB/2004/032 |
4 - REGISTRATION DATE AT CVM | 09/17/2004 |
5 - SERIES ISSUED | 2 |
6 - TYPE OF ISSUE | SIMPLE |
7 - ISSUED NATURE | PUBL IC |
8 - ISSUE DATE | 09/01/2004 |
9 - MATURITY DATE | 09/01/2009 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - EFFECTIVE YIELD CONDITION | IGPM + 11% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL AMOUNT (Reais) | 1,374.24 |
14 - AMOUNT ISSUED (Million Reais) | 258,724 |
15 - NO. OF SECURITIES ISSUED (UNIT) | 188,267 |
16 - OUTSTANDING SECURITIES (UNIT) | 188,267 |
17 - TREASURY SECURITIES (UNIT) | 0 |
18 - REDEEMED SECURITIES (UNIT) | 0 |
19 - CONVERTED SECURITIES (UNIT) | 0 |
20 - SECURITIES TO BE PLACED (UNIT) | 0 |
21 - LAST RENEGOTIATION DATE (UNIT) | |
22 - DATE OF NEXT EVENT (UNIT) | 09/01/2009 |
Page: 71
1- ITEM | 02 |
2 - ORDER No. | 6 |
3 - REGISTRATION Nº. AT CVM | CVM/SRE/DEB/2004/033 |
4 - REGISTRATION DATE AT CVM | 09/17/2004 |
5 - SERIES ISSUED | 3 |
6 - TYPE OF ISSUE | SIMPLE |
7 - ISSUED NATURE | PUBLIC |
8 - ISSUE DATE | 09/01/2004 |
9 - MATURITY DATE | 09/01/2010 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - EFFECTIVE YIELD CONDITION | IGPM + 11% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL AMOUNT (Reais) | 1,374.24 |
14 - AMOUNT ISSUED (Million Reais) | 247,253 |
15 - NO. OF SECURITIES ISSUED (UNIT) | 179,920 |
16 - OUTSTANDING SECURITIES (UNIT) | 179,920 |
17 - TREASURY SECURITIES (UNIT) | 0 |
18 - REDEEMED SECURITIES (UNIT) | 0 |
19 - CONVERTED SECURITIES (UNIT) | 0 |
20 - SECURITIES TO BE PLACED (UNIT) | 0 |
21 - LAST RENEGOTIATION DATE | |
22 - DATE OF NEXT EVENT | 09/01/2009 |
Page: 72
1- ITEM | 03 |
2 - ORDER No. | 7 |
3 - REGISTRATION Nº. AT CVM | CVM/SRE/DEB/2005/007 |
4 - REGISTRATION DATE AT CVM | 03/10/2005 |
5 - SERIES ISSUED | 2 |
6 - TYPE OF ISSUE | SIMPLE |
7 - ISSUED NATURE | PUBLIC |
8 - ISSUE DATE | 03/01/2005 |
9 - MATURITY DATE | 03/01/2010 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - EFFECTIVE YIELD CONDITION | IGPM + 10.8% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL AMOUNT (Reais) | 1,261.07 |
14 - AMOUNT ISSUED (Million Reais) | 126,107 |
15 - NO. OF SECURITIES ISSUED (UNIT) | 100,000 |
16 - OUTSTANDING SECURITIES (UNIT) | 100,000 |
17 - TREASURY SECURITIES (UNIT) | 0 |
18 - REDEEMED SECURITIES (UNIT) | 0 |
19 - CONVERTED SECURITIES (UNIT) | 0 |
20 - SECURITIES TO BE PLACED (UNIT) | 0 |
21 - LAST RENEGOTIATION DATE | |
22 - DATE OF NEXT EVENT | 03/01/2010 |
Page: 73
1- ITEM | 04 |
2 - ORDER No. | 8 |
3 - REGISTRATION Nº. AT CVM | CVM/SRE/DEB/2005/033 |
4 - REGISTRATION DATE AT CVM | 06/22/2005 |
5 - SERIES ISSUED | 2 |
6 - TYPE OF ISSUE | SIMPLE |
7 - ISSUED NATURE | PUBLIC |
8 - ISSUE DATE | 06/01/2005 |
9 - MATURITY DATE | 06/01/2011 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - EFFECTIVE YIELD CONDITION | IGPM + 10.75% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL AMOUNT (Reais) | 1,211 .37 |
14 - AMOUNT ISSUED (Million Reais) | 423,979 |
15 - NO. OF SECURITIES ISSUED (UNIT) | 350,000 |
16 - OUTSTANDING SECURITIES (UNIT) | 350,000 |
17 - TREASURY SECURITIES (UNIT) | 0 |
18 - REDEEMED SECURITIES (UNIT) | 0 |
19 - CONVERTED SECURITIES (UNIT) | 0 |
20 - SECURITIES TO BE PLACED (UNIT) | 0 |
21 - LAST RENEGOTIATION DATE | |
22 - DATE OF NEXT EVENT | 06/01/2010 |
Page: 74
1- ITEM | 05 |
2 - ORDER No. | 9 |
3 - REGISTRATION Nº. AT CVM | CVM/SRE/DEB/2008/029 |
4 - REGISTRATION DATE AT CVM | 10/23/2008 |
5 - SERIES ISSUED | 1 |
6 - TYPE OF ISSUE | SIMPLE |
7 - ISSUED NATURE | PUBLIC |
8 - ISSUE DATE | 10/15/2008 |
9 - MATURITY DATE | 10/15/2013 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - EFFECTIVE YIELD CONDITION | DI + 2.75% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL AMOUNT (Reais) | 1,0 25.14 |
14 - AMOUNT ISSUED (Million Reais) | 102,514 |
15 - NO. OF SECURITIES ISSUED (UNIT) | 100,000 |
16 - OUTSTANDING SECURITIES (UNIT) | 100,000 |
17 - TREASURY SECURITIES (UNIT) | 0 |
18 - REDEEMED SECURITIES (UNIT) | 0 |
19 - CONVERTED SECURITIES (UNIT) | 0 |
20 - SECURITIES TO BE PLACED (UNIT) | 0 |
21 - LAST RENEGOTIATION DATE | |
22 - DATE OF NEXT EVENT | 10/15/2009 |
Page: 75
1- ITEM | 06 |
2 - ORDER No. | 9 |
3 - REGISTRATION Nº. AT CVM | CVM/SRE/DEB/2008/030 |
4 - REGISTRATION DATE AT CVM | 10/23/2008 |
5 - SERIES ISSUED | 2 |
6 - TYPE OF ISSUE | SIMPLE |
7 - ISSUED NATURE | PUBLIC |
8 - ISSUE DATE | 10/15/2008 |
9 - MATURITY DATE | 10/15/2015 |
10 - TYPE OF DEBENTURE | WITHOUT PREFERENCE |
11 - EFFECTIVE YIELD CONDITION | IPCA + 12.87% |
12 - PREMIUM/DISCOUNT | |
13 - NOMINAL AMOUNT (Reais) | 1,126 .96 |
14 - AMOUNT ISSUED (Million Reais) | 135,235 |
15 - NO. OF SECURITIES ISSUED (UNIT) | 120,000 |
16 - OUTSTANDING SECURITIES (UNIT) | 120,000 |
17 - TREASURY SECURITIES (UNIT) | 0 |
18 - REDEEMED SECURITIES (UNIT) | 0 |
19 - CONVERTED SECURITIES (UNIT) | 0 |
20 - SECURITIES TO BE PLACED (UNIT) | 0 |
21 - LAST RENEGOTIATION DATE | |
22 - DATE OF NEXT EVENT | 10/15/2009 |
Page: 76
20.01 - OTHER INFORMATION CONSIDERED RELEVANT BY THE COMPANY |
1. CHANGE IN THE INTEREST HELD BY THE CONTROLLING SHAREHOLDER, DIRECTORS AND OFFICERS
CONSOLIDATED SHAREHOLDING POSITION OF CONTOLLING SHAREHOLDER, DIRECTORS AND OFFICERS AND OUTSTANDING SHARES* Position at 06/30/2009 |
||||
Shareholder | Number of Common Shares (In units) |
% | Total Number of Shares (In units) |
% |
Controlling Shareholder | ||||
State Finance Department | 114,508,085 | 50.3% | 114,508,085 | 50.3% |
Management | ||||
Board of Directors | 5,210 | 0 | 5,210 | 0 |
Executive Board | - | - | - | - |
Supervisory Board | - | - | - | - |
Treasury Shares | - | - | - | - |
Other Shareholders | ||||
Total | 114,513,295 | 50.3% | 114,513,295 | 50.3% |
Outstanding Shares | 113,323,328 | 49.7% | 113,323,328 | 49.7% |
CONSOLIDATED SHAREHOLDING POSITION OF CONTOLLING SHAREHOLDER, DIRECTORS AND OFFICERS AND OUTSTANDING SHARES* Position at 06/30/2008 |
||||
Shareholder | Number of Common Shares (In units) |
% | Total Number of Shares (In units) |
% |
Controlling Shareholder | ||||
State Finance Department | 114,508,087 | 50.3% | 114,508,087 | 50.3% |
Management | ||||
Board of Directors | 4,808 | 0 | 4,808 | 0 |
Executive Board | - | - | - | - |
Supervisory Board | - | - | - | - |
Treasury Shares | - | - | - | - |
Other Shareholders | ||||
Total | 114,512,895 | 50.3% | 114,512,895 | 50.3% |
Outstanding Shares | 113,323,728 | 49.7% | 113,323,728 | 49.7% |
Page: 77
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 06/302009 |
|||
Common Shares | Total | |||
Shareholder | Number | % | Number | % |
State Finance Department | 114,508,085 | 50.3 | 114,508,085 | 50.3 |
3. ARBITRATION COMMITMENT CLAUSE
The Company, its controlling Shareholder, Management and members of the Supervisory Board agree to resolve any and all disputes or controversies arising out of or related to the Novo Mercado (New Market) Listing Regulations, BOVESPAs New Market Participation Agreement, Commitment Clauses, in particular as to their application, validity, effectiveness, interpretation, breach and effects, by means of arbitration to be conducted at the Market Arbitration Chamber, in conformity with the Chambers Arbitration Regulations.
Page: 78
21.01 - REPORT ON THE LIMITED REVIEW WITH EXCEPTION |
Report of Independent Accountants on Review
To the Board of Directors and Shareholders
Companhia de Saneamento Básico do
Estado de São Paulo - SABESP
1 We have reviewed the accounting information included in the Quarterly Information (ITR) (parent company and consolidated) of Companhia de Saneamento Básico do Estado de São Paulo - SABESP ("Company") for the quarter ended June 30, 2009, comprising the balance sheet, the statements of income, of changes in shareholders equity, of cash flows, and of value added, the explanatory notes and the performance report. This Quarterly Information is the responsibility of the Companys management.
2 Our review was carried out in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the Quarterly Information and (b) a review of the significant information and of the subsequent events which have, or could have, significant effects on the financial position and operations of the Company and its subsidiary.
3 As mentioned in Note 5, the Company keeps recorded in non-current assets the amounts related to the supplementation of retirement and pensions paid by it in the period from 1986 to 2009. After a period of negotiation, the parties (Company and Government of the State of São Paulo) signed, on November 17, 2008, the Third Amendment to the Document of Recognition, Payment Commitment and Other Covenants, which presents the installments considered disputed and undisputed, originated from calculations made by a specialized entity in relation to the payments made. As a result of this Document, the Company recognized the monetary restatement of the undisputed part, which was kept at historical values until then, however it did not record a provision for the disputed installment, in the amount of R$ 323,890 thousand, net of tax effects, due to the high expectation of a favorable outcome to receive the pending amounts and the expected solution of divergences with the State and/or discussions at technical and judicial levels. Accounting practices adopted in Brazil require a provision for losses to reduce to the recoverable value, which corresponds, in this context, to the amounts overdue for a long time and considered as controversial. Conseque ntly, non-current assets and shareholders equity are overstated by R$ 323,890 thousand and net income for the six-month period ended June 30, 2009 is overstated by R$ 21,117 thousand, net of the tax effects.
Page: 79
4 Based on our limited review, except for the effects of the matter mentioned in paragraph 3 above, we are not aware of any material modifications that should be made to the accounting information included in the Quarterly Information referred to above in order that it be stated in accordance with the standards issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Information, including CVM Instruction 469/08.
5 As mentioned in Note 5, the Company and the Government of the State of São Paulo entered into an agreement to settle the amount denominated controversial, referring to the reimbursement of complementary retirement and pension, paid by the Company on behalf of and for the account of the Government of the State of São Paulo. The realization of this asset could eventually be influenced by: (a) the resolution of legal uncertainties caused by a public lawsuit and legislative authorization related to the transfer of the reservoirs to the Company, in the amount of R$ 696,283 thousand and (b) the financial receipt of the other amounts, totaling R$ 213,270 thousand.
6 As mentioned in Note 21, some agreements were signed between the Municipal Authority of São Paulo and the Company, which intended to restructure the existing debts in the context that simultaneously involves stability in the rendering of services and establishment of water and sewage actions. Due to the current stage of negotiations between the Company and the Municipality, management expects that no adjustment will be necessary to the corresponding amounts included in the financial statements. Accordingly, no adjustment has been included in the financial statements.
7 As mentioned in Note 2, the accounting practices adopted in Brazil were changed during 2008 and the effects of their initial adoption were recorded by the Company and its subsidiary during the fourth quarter of 2008 and disclosed in the financial statements as at December 31, 2008. The statements of income, of changes in shareholders' equity, of cash flows, and of value added for the quarter ended June 30, 2008, presented together with the current quarterly information, have not been adjusted for comparison purposes as permitted by Official Letter CVM 02/2009.
São Paulo, August 7, 2009
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5
Paulo Cesar Estevão Netto
Contador CRC 1RJ026365/O-8 T SP
Page: 80
INDEX
Group | Table | Description | Page |
01 | 01 | IDENTIFICATION | 1 |
01 | 02 | HEAD OFFICE | 1 |
01 | 03 | INVESTOR RELATIONS OFFICER (Companys mail address) | 1 |
01 | 04 | GENERAL INFORMATION/INDEPENDENT ACCOUNTANT | 1 |
01 | 05 | CAPITAL COMPOSITION | 2 |
01 | 06 | CHARACTERISTICS OF THE COMPANY | 2 |
01 | 07 | COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS | 2 |
01 | 08 | DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER | 2 |
01 | 09 | SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT YEAR | 3 |
01 | 10 | INVESTOR RELATIONS OFFICER | 3 |
02 | 01 | BALANCE SHEETS ASSETS | 4 |
02 | 02 | BALANCE SHEETS LIABILITIES AND SHAREHOLDERS EQUITY | 6 |
03 | 01 | STATEMENT OF INCOME | 8 |
04 | 01 | STATEMENT OF CASH FLOWS | 10 |
05 | 01 | STATEMENT OF CHANGES TO SHAREHOLDERS EQUITY FROM 04/01/2009 to 06/30/2009 | 12 |
05 | 02 | STATEMENT OF CHANGES TO SHAREHOLDERS EQUITY FROM 01/01/2009 to 06/30/2009 | 13 |
08 | 01 | CONSOLIDATED BALANCE SHEETS - ASSETS | 14 |
08 | 02 | CONSOLIDATED BALANCE SHEETS - LIABILITIES | 15 |
09 | 01 | CONSOLIDATED STATEMENT OF INCOME | 17 |
10 | 01 | CONSOLIDATED STATEMENT OF CASH FLOWS INDIRECT METHOD | 19 |
11 | 01 | STATEMENT OF CONSOLIDATED CHANGES TO SHAREHOLDERS EQUITY FROM 04/01/2009 to 06/30/2009 | 21 |
11 | 02 | STATEMENT OF CONSOLIDATED CHANGES TO SHAREHOLDERS EQUITY FROM 01/01/2009 to 06/30/2009 | 22 |
06 | 01 | EXPLANATORY NOTES | 23 |
07 | 01 | COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER | 63 |
12 | 01 | COMMENTS ON THE COMPANYS CONSOLIDATED PERFORMANCE IN THE QUARTER | 70 |
14 | 01 | CHARACTERISTICS OF THE PUBLIC OR PRIVATE ISSUANCE OF DEBENTURES | 71 |
20 | 01 | OTHER INFORMATION THAT THE COMPANY CONSIDERS RELEVANT | 77 |
21 | 01 | REPORT ON THE LIMITED REVIEW | 79/ 80 |
Page: 81
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 |
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.