sbsitr1q11_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For May 11, 2011
(Commission File No. 1-31317)
 

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


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



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

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

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

Yes ______ No ___X___

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

  

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

INFORMATION OF THE COMPANY/ CAPITAL COMPOSITION

 

 

NUMBER OF SHARES

(Units)

CURRENT QUARTER

03/31/2011

Paid-up Capital

Common

227,836,623

Preferred

0

Total

227,836,623

Treasury Shares

Common

0

Preferred

0

Total

0

 

 

Page: 1


 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Individual Financial Statements/Balance Sheet - Assets

 (In thousands of Brazilian reais - R$)

 

Account code

Account Description

Current Quarter

03/31/2011

Previous Year

12/31/2010

1

Total assets

24,054,453

23,293,050

1.01

Current assets

4,132,724

3,574,874

1.01.01

Cash & Cash Equivalents

2,397,072

1,988,004

1.01.03

Receivables

1,109,638

1,108,819

1.01.03.01

Customers

969,335

971,047

1.01.03.02

Other  Receivables

140,303

137,772

1.01.03.02.01

Balances with Related Parties

140,303

137,772

1.01.04

Inventories

34,878

36,090

1.01.06

Taxes Recoverable

57,544

108,675

1.01.06.01

Current Taxes Recoverable

57,544

108,675

1.01.08

Other Current Assets

533,592

333,286

1.01.08.03

Other

533,592

333,286

1.01.08.03.01

Restricted Cash

292,369

302,570

1.01.08.03.20

Other receivables

241,223

30,716

1.02

Non-current assets

19,921,729

19,718,176

1.02.01

Long-term assets

946,824

962,008

1.02.01.03

Receivables

361,343

352,839

1.02.01.03.01

Customers

361,343

352,839

1.02.01.06

Deferred Taxes

91,340

77,913

1.02.01.06.01

Deferred Income Tax & Social Contribution

91,340

77,913

1.02.01.08

Credit with Related Parties

218,634

231,076

1.02.01.08.03

Credit with Controlling Shareholders

218,634

231,076

1.02.01.09

Other Non-current Assets

275,507

300,180

1.02.01.09.03

Indemnifications Receivable

146,213

146,213

1.02.01.09.04

Judicial deposits

39,391

43,543

1.02.01.09.05

ANA – National Water Agency

64,010

62,540

1.02.01.09.20

Other receivables

25,893

47,884

1.02.02

Investments

17,900

8,262

1.02.02.01

Shareholdings

17,900

8,262

1.02.02.01.04

Other Equity Interests

17,900

8,262

1.02.03

Property, Plant and Equipment

205,178

206,384

1.02.04

Intangible

18,751,827

18,541,522

1.02.04.01

Intangible

18,751,827

18,541,522

1.02.04.01.01

Concession Contracts

10,888,322

10,732,557

1.02.04.01.02

Program Contracts

999,684

864,384

1.02.04.01.03

Service Contracts

6,010,227

6,096,862

1.02.04.01.04

Software License

5,493

7,937

1.02.04.01.05

New Business

11,894

11,228

1.02.04.01.06

Concession Contracts – Economic Value

519,156

517,278

1.02.04.01.07

Program Contracts – Commitments

317,051

311,276

 
 

Page: 2


 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Individual Financial Statements/Balance Sheet - Liabilities and Shareholders’ Equity

(In thousands of Brazilian reais - R$)

 

 

Account code

Account Description

Current Quarter

03/31/2011

Previous Year

12/31/2010

2

Total liabilities and shareholders’ equity

24,054,453

23,293,050

2.01

Current liabilities

3,673,101

3,501,786

2.01.01

Labor and Social Security Obligations

250,555

246,325

2.01.01.01

Social Security Obligations

18,049

26,147

2.01.01.02

Labor Obligations

232,506

220,178

2.01.02

Suppliers

156,295

142,634

2.01.02.01

Domestic Suppliers

156,295

142,634

2.01.03

Tax Obligations

200,940

157,768

2.01.03.01

Federal Tax Obligations

197,638

153,233

2.01.03.01.01

Income Tax and Social Contribution Payable

81,457

0

2.01.03.01.02

COFINS and PASEP (taxes on revenue) payable

47,773

48,149

2.01.03.01.03

INSS (Social security contribution) payable

23,256

24,112

2.01.03.01.04

Installment Program - Law 10.684/03

35,702

35,364

2.01.03.01.20

Other Federal Taxes

9,450

45,608

2.01.03.02

State Tax Obligations

13

0

2.01.03.03

Municipal Tax Obligations

3,289

4,535

2.01.04

Loans and financing

1,276,350

1,239,716

2.01.04.01

Loans and financing

766,284

741,297

2.01.04.01.01

In national currency

601,522

611,320

2.01.04.01.02

In foreign currency

164,762

129,977

2.01.04.02

Debentures

510,066

498,419

2.01.05

Other payables

1,008,160

948,740

2.01.05.01

Liabilities with related parties

11,460

11,395

2.01.05.01.03

Debts with controlling shareholders

11,460

11,395

2.01.05.02

Other

996,700

937,345

2.01.05.02.01

Dividends and Interests on Equity Payable

354,254

354,254

2.01.05.02.04

Accounts Payable

336,214

328,434

2.01.05.02.05

Refundable amounts

57,767

60,486

2.01.05.02.06

Program contract commitments

90,409

38,427

2.01.05.02.07

Private Public Partnership

27,631

30,831

2.01.05.02.08

Agreement with São Paulo City Hall

71,183

60,350

2.01.05.02.09

Indemnities

11,545

17,169

2.01.05.02.20

Other payables

47,697

47,394

2.01.06

Provisions

780,801

766,603

2.01.06.01

Civil, Labor and Social Security Provisions

104,165

96,231

2.01.06.01.01

Tax Provisions

5,397

3,191

2.01.06.01.02

Tax and Social Security Provisions

81,211

78,151

2.01.06.01.04

Civil Provisions

17,557

14,889

2.01.06.02

Other Provisions

676,636

670,372

2.01.06.02.03

Provision for Environmental and Deactivations Liabilities

22,422

22,802

2.01.06.02.04

Provisions for Customers

286,970

288,970

2.01.06.02.05

Provisions for Suppliers

367,244

358,600

2.02

Non-current liabilities

10,516,759

10,109,464

2.02.01

Loans and financing

7,146,874

6,969,576

2.02.01.01

Loans and financing

4,358,446

4,786,671

2.02.01.01.01

In national currency

1,947,443

2,667,720

2.02.01.01.02

In foreign currency

2,411,003

2,118,951

2.02.01.02

Debentures

2,788,428

2,182,905

2.02.02

Other payables

2,670,057

2,446,661

2.02.02.02

Other

2,670,057

2,446,661

2.02.02.02.03

Other Taxes and Contributions Payable

44,627

53,045

2.02.02.02.04

Social security charges

1,999,253

1,804,038

2.02.02.02.05

Program contract commitments

71,080

106,696

2.02.02.02.06

Private Public Partnership – PPP

313,773

284,728

2.02.02.02.07

Indemnities

30,847

30,847

2.02.02.02.08

TAC – Retired Participants

21,654

20,497

2.02.02.02.09

Deferred Cofins and Pasep

113,613

112,962

2.02.02.02.20

Other payables

75,210

33,848

2.02.04

Provisions

699,828

693,227

2.02.04.01

Civil, Labor, Tax and Social Security Provisions

289,376

267,287

2.02.04.01.01

Tax Provisions

64,368

55,467

2.02.04.01.02

Tax, Social Security and Labor Provisions

65,029

59,081

2.02.04.01.04

Civil Provisions

159,979

152,739

2.02.04.02

Other Provisions

410,452

425,940

2.02.04.02.03

Provision for Environmental and Deactivations Liabilities

40,904

42,293

2.02.04.02.04

Provisions for Customers

355,826

370,212

2.02.04.02.05

Provisions for Suppliers

13,722

13,435

2.03

Shareholders’ equity

9,864,593

9,681,800

2.03.01

Social Capital

6,203,688

6,203,688

2.03.02

Capital reserves

124,255

124,255

2.03.02.07

Support to projects

108,475

108,475

2.03.02.08

Incentive reserve

15,780

15,780

2.03.04

Profit reserves

3,353,857

3,353,857

2.03.04.01

Legal Reserve

460,048

460,048

2.03.04.08

Additional Dividend Proposed

68,761

68,761

2.03.04.10

Reserve for Investments

2,825,048

2,825,048

2.03.05

Retained earnings (accumulated deficit)

182,793

0

 
 

Page: 3


 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Individual Financial Statements/Statement of Income

(In thousands of Brazilian reais - R$)

 

 

Account code

Account Description

Current Quarter

01/01/2011 to 03/31/2011

Previous Year

01/01/2010 to 03/31/2010

3.01

Gross revenue from sales and/or services

2,294,623

2,163,135

3.02

Cost of sales and/or services

-1,367,777

-1,154,896

3.02.01

Cost of sales and/or services

-928,362

-713,278

3.02.02

Construction Cost

-439,415

-441,618

3.03

Gross profit

926,846

1,008,239

3.04

Operating (expenses)/income

-497,485

-309,953

3.04.01

Selling expenses

-178,222

-116,510

3.04.02

General and Administrative Expenses

-321,482

-196,771

3.04.04

Other operating income

5,254

5,096

3.04.04.01

Other operating income

5,789

5,765

3.04.04.02

COFINS and PASEP (taxes on revenue)

-535

-669

3.04.05

Other operating expenses

-2,069

-1,651

3.04.05.01

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

-642

-1,324

3.04.05.03

Tax incentives

-1,350

0

3.04.05.05

Other

-77

-327

3.04.06

Equity in subsidiaries

-966

-117

3.05

Income before taxes and profit sharing

429,361

698,286

3.06

Financial income

-50,634

-219,396

3.06.01

Financial income

91,027

63,331

3.06.01.01

Financial income

95,945

63,256

3.06.01.02

Foreign exchange gains

-4,918

75

3.06.02

Financial expenses

-141.661

-282,727

3.06.02.01

Financial expenses

-210,758

-258,422

3.06.02.02

Foreign exchange losses

69,097

-24,305

3.07

Income Before Taxes on profit

378,727

478,890

3.08

Income Tax and Social Contribution on Net Income

-195,934

-179,845

3.08.01

Current

-209,314

-236,931

3.08.02

Deferred

13,380

57,086

3.09

Net Profit from Continuing Operations

182,793

299,045

3.11

Net income/(loss)

182,793

299,045

3.99

Earnings per share (Reais)

 

 

3.99.01

Basic earnings per share

 

 

3.99.01.01

ON

0.80230

1.31254

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

ON

0.80230

1.31254

 
 

Page: 4


 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Individual Financial Statements/Statement of Cash Flows – Indirect Method

(In thousands of Brazilian reais - R$)

 

 

Account code

Account Description

Current Quarter

01/01/2011 to 03/31/2011

Previous Year

01/01/2010 to 03/31/2010

6.01

Net  Cash from Operating Activities

514,010

574,772

6.01.01

Cash Generated from Operations

1,116,774

1,003,885

6.01.01.01

Net Profit before Income Tax and Social Contribution

378,727

478,890

6.01.01.02

Provision for Contingencies

44,750

176,411

6.01.01.05

Loss on Sale of Intangible Fixed Assets

642

1,324

6.01.01.06

Depreciation and Amortization

228,093

143,028

6.01.01.07

Interests on Loans and Financings Payable

141,298

97,942

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financings

-35,206

50,246

6.01.01.09

Expenses with Interests and Monetary Variations

817

1,155

6.01.01.10

Income with Interests and Monetary Variations

-4,675

-10,239

6.01.01.11

Allowance for Doubtful Accounts

83,283

51,536

6.01.01.12

Provision for Term of Adjustment of Conduct  (TAC)

11,220

-16,516

6.01.01.13

Equity Result

966

117

6.01.01.15

Other Provisions/(Reversals)

4,758

-211

6.01.01.16

Provision for transfer of funds to  São Paulo City Hall  

74,111

0

6.01.01.17

Margin of Fair Value over  Intangible Assets Arising from Concession Contracts

-10,759

-10,615

6.01.01.18

Social Security Obligations

198,749

40,817

6.01.02

Variation to Assets and Liabilities

-339,747

-130,737

6.01.02.01

Accounts Receivable

-88,974

-38,220

6.01.02.02

Balances and Transactions with Related Parties

12,455

11,390

6.01.02.03

Inventories

1,329

5,388

6.01.02.04

Taxes Recoverable

-95,878

-2,201

6.01.02.05

Other Accounts Receivable

-193,598

-12,901

6.01.02.06

Judicial Deposits

13,379

-513

6.01.02.08

Loans and Suppliers

11,225

-43,015

6.01.02.09

Salaries, Provisions and Social Security Obligations

-6,990

12,365

6.01.02.10

Social Security Obligations

-3,534

-4,183

6.01.02.11

Taxes and contributions payable

33,937

-23,586

6.01.02.12

Other Suppliers

59,827

-1,717

6.01.02.13

Other Obligations

-50,118

31,763

6.01.02.14

Contingencies

-33,458

-59,862

6.01.02.15

Tax Revenue

651

-5,445

6.01.03

Other

-263,017

-298,376

6.01.03.01

Interest Paid

-200,712

-92,700

6.01.03.02

Taxes and Contributions Paid

-62,305

-205,676

6.02

Net Cash from Investment Activities

-348,523

-398,690

6.02.01

Acquisition of Items of Fixed Assets

-3,671

0

6.02.02

Increase in Intangibles

-344,449

-374,628

6.02.03

Increase in Investments

-10,604

0

6.02.04

Restricted Cash

10,201

-24,062

6.03

Net Cash from Financing Activities

243,581

-93,951

6.03.01

Funding

976,132

153,279

6.03.02

Amortizations of loans

-732,551

-247,211

6.03.03

Payment of Interests on Shareholders´ Equity

0

-19

6.05

Increase(Decrease) in Cash & Cash Equivalents

409,068

82,131

6.05.01

Cash & Cash Equivalents at the beginning of the period

1,988,004

769,433

6.05.02

Cash & Cash Equivalents at the end of the period

2,397,072

851,564

 
 

Page: 5


 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Individual Financial Statements/Statement of Changes to Shareholders’ Equity from 01/01/2011 to 03/31/2011

(In thousands of Brazilian reais - R$)

 

 

Code

Description

Capital Paid

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/(Losses)

Other Comprehensive Results

Total  Equity

5.01

Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

5.03

Adjusted Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

5.05

Total Comprehensive Income

0

0

0

182,793

0

182,793

5.05.01

Net Income

0

0

0

182,793

0

182,793

5.07

Ending Balances

6,203,688

124,255

3,353,857

182,793

0

9,864,593

 

 

Page: 6


 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Individual Financial Statements/Statement of Changes to Shareholders’ Equity from 01/01/2010 to 03/31/2010

(In thousands of Brazilian reais - R$)

 

 

Code

Description

Capital Paid

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Losses

Other Comprehensive Results

Total  Equity

5.01

Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

5.03

Adjusted Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

5.05

Total Comprehensive Income

0

0

0

299,045

0

299,045

5.05.01

Net Income

0

0

0

299,045

0

299,045

5.07

Ending Balances

6,203,688

124,255

2,110,641

299,045

0

8,737,629

 

 

                                                              Page: 7


 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/Statement of Value Added

(In thousands of Brazilian reais - R$)

 

Account code

Account Description

Current Quarter

01/01/2011 to 03/31/2011

Previous Year

01/01/2010 to 03/31/2010

7.01

Revenue

2,412,656

2,292,070

7.01.01

Sales of Merchandise, Products and Services

1,989,830

1,844,507

7.01.02

Other Revenue

5,789

5,765

7.01.03

Revenue from the construction of own assets

450,174

452,233

7.01.04

(Provision)/reversal of credit losses

-33,137

-10,435

7.02

Inputs purchased from third parties

-921,270

-869,240

7.02.01

Costs of Merchandise, Products and Services sold

-764,346

-710,643

7.02.02

Materials, Energy, Third Party Services and Others

-154,855

-156,946

7.02.04

Other

-2,069

-1,651

7.03

Gross Value Added

1,491,386

1,422,830

7.04

Retentions

-228,374

-143,502

7.04.01

Depreciation, Amortization and Depletion

-228,374

-143,502

7.05

Net Value Added Produced

1,263,012

1,279,328

7.06

Value Added Transfers Received

90,061

63,214

7.06.01

Equity Income

-966

-117

7.06.02

Financial Income

91,027

63,331

7.07

Total Value Added to Distribute

1,353,073

1,342,542

7.08

Value Added Value Distribution

1,353,073

1,342,542

7.08.01

Staff

520,825

322,786

7.08.01.01

Direct Compensation

230,385

203,792

7.08.01.02

Benefits

265,273

101,864

7.08.01.03

Government Severance Indemnity Fund for Employees - FGTS

25,167

17,130

7.08.02

Taxes and Contributions

436,515

405,161

7.08.02.01

Federal

408,278

377,801

7.08.02.02

State

10,379

10,132

7.08.02.03

Municipal

17,858

17,228

7.08.03

Third Party Capital Compensation

212,940

315,550

7.08.03.01

Interest

204,733

307,923

7.08.03.02

Rental

8,207

7,627

7.08.04

 Shareholders' equity remuneration

182,793

299,045

7.08.04.03

Retained Profit / Loss for the Period

182,793

299,045

 
 

                                                              Page: 8


 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/Balance Sheet - Assets

(In thousands of Brazilian reais - R$)

 

 

Account code

Account Description

Current Quarter

03/31/2011

Previous Year

12/31/2010

1

Total assets

24,117,337

23,350,584

1.01

Current assets

4,149,616

3,590,121

1.01.01

Cash & Cash Equivalents

2,399,844

1,989,179

1.01.03

Receivables

1,110,115

1,109,090

1.01.03.01

Customers

969,812

971,318

1.01.03.02

Other  Receivables

140,303

137,772

1.01.03.02.01

Balances with Related Parties

140,303

137,772

1.01.04

Inventories

34,888

36,096

1.01.06

Taxes Recoverable

57,652

108,675

1.01.06.01

Current Taxes Recoverable

57,652

108,675

1.01.08

Other Current Assets

547,117

347,081

1.01.08.03

Other

547,117

347,081

1.01.08.03.01

Restricted Cash

292,369

302,570

1.01.08.03.20

Other receivables

254,748

44,511

1.02

Non-current assets

19,967,721

19,760,463

1.02.01

Long-term assets

948,892

964,021

1.02.01.03

Receivables

361,343

352,839

1.02.01.03.01

Customers

361,343

352,839

1.02.01.06

Deferred Taxes

91,953

78,440

1.02.01.06.01

Deferred Income Tax & Social Contribution

91,953

78,440

1.02.01.08

Credit with Related Parties

218,634

231,076

1.02.01.08.03

Credit with Controlling Shareholders

218,634

231,076

1.02.01.09

Other Non-current Assets

276,962

301,666

1.02.01.09.03

Indemnifications Receivable

146,213

146,213

1.02.01.09.04

Judicial deposits

39,391

43,543

1.02.01.09.05

ANA – National Water Agency

64,010

62,540

1.02.01.09.20

Other receivables

27,348

49,370

1.02.03

Property, Plant and Equipment

259,620

249,606

1.02.04

Intangible

18,759,209

18,546,836

1.02.04.01

Intangible

18,759,209

18,546,836

1.02.04.01.01

Concession Contracts

10,895,704

10,737,871

1.02.04.01.02

Program Contracts

999,684

864,384

1.02.04.01.03

Service Contracts

6,010,227

6,096,862

1.02.04.01.04

Software License

5,493

7,937

1.02.04.01.05

New Business

11,894

11,228

1.02.04.01.06

Concession Contracts - Economic Value

519,156

517,278

1.02.04.01.07

Program Contracts – Commitments

317,051

311,276

 
 
Page: 9

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/Balance Sheet - Liabilities and Shareholders’ Equity

(In thousands of Brazilian reais - R$)

 

 

Account code

Account Description

Current Quarter

03/31/2011

Previous Year

12/31/2010

2

Total liabilities and Shareholders’ equity

24,117,337

23,350,584

2.01

Current liabilities

3,675,517

3,506,114

2.01.01

Labor and Social Security Obligations

250,898

246,467

2.01.01.01

Social Security Obligations

18,169

26,172

2.01.01.02

Labor Obligations

232,729

220,295

2.01.02

Suppliers

158,161

144,043

2.01.02.01

Domestic Suppliers

158,161

144,043

2.01.03

Tax Obligations

201,127

158,050

2.01.03.01

Federal Tax Obligations

197,701

153,515

2.01.03.01.01

Income Tax and Social Contribution Payable

81,498

0

2.01.03.01.02

COFINS and PASEP (taxes on revenue) payable

47,789

48,149

2.01.03.01.03

INSS (Social security contribution), payable

23,256

24,112

2.01.03.01.04

Installment Program - Law 10.684/03

35,702

35,364

2.01.03.01.20

Other Federal Taxes

9,456

45,890

2.01.03.02

State Tax Obligations

39

0

2.01.03.03

Municipal Tax Obligations

3,387

4,535

2.01.04

Loans and financing

1,276,352

1,242,143

2.01.04.01

Loans and financing

766,286

743,724

2.01.04.01.01

In national currency

601,524

613,747

2.01.04.01.02

In foreign currency

164,762

129,977

2.01.04.02

Debentures

510,066

498,419

2.01.05

Other payables

1,008,178

948,808

2.01.05.01

Liabilities with related parties

11,460

11,395

2.01.05.01.03

Debts with controlling shareholders

11,460

11,395

2.01.05.02

Other

996,718

937,413

2.01.05.02.01

Dividends and Interests on Equity Payable

354,272

354,254

2.01.05.02.04

Accounts Payable

336,214

328,434

2.01.05.02.05

Refundable amounts

57,767

60,486

2.01.05.02.06

Program contract commitments

90,409

38,427

2.01.05.02.07

Private Public Partnership

27,631

30,831

2.01.05.02.08

Agreement with São Paulo City Hall

71,183

60,350

2.01.05.02.09

Indemnities

11,545

17,169

2.01.05.02.20

Other payables

47,697

47,462

2.01.06

Provisions

780,801

766,603

2.01.06.01

Civil, Labor and Social Security Provisions

104,165

96,231

2.01.06.01.01

Tax Provisions

5,397

3,191

2.01.06.01.02

Tax and Social Security Provisions

81,211

78,151

2.01.06.01.04

Civil Provisions

17,557

14,889

2.01.06.02

Other Provisions

676,636

670,372

2.01.06.02.03

Provision for Environmental and Deactivations Liabilities

22,422

22,802

2.01.06.02.04

Provisions for Customers

286,970

288,970

2.01.06.02.05

Provisions for Suppliers

367,244

358,600

2.02

Noncurrent liabilities

10,577,227

10,162,670

2.02.01

Loans and financing

7,207,142

7,022,472

2.02.01.01

Loans and financing

4,418,714

4,839,567

2.02.01.01.01

In national currency

2,007,711

2,720,616

2.02.01.01.02

In foreign currency

2,411,003

2,118,951

2.02.01.02

Debentures

2,788,428

2,182,905

2.02.02

Other payables

2,670,257

2,446,971

2.02.02.02

Other

2,670,257

2,446,971

2.02.02.02.03

Other Taxes and Contributions Payable

44,627

53,045

2.02.02.02.04

Social security charges

1,999,253

1,804,038

2.02.02.02.05

Program contract commitments

71,080

106,696

2.02.02.02.06

Private Public Partnership - PPP

313,773

284,728

2.02.02.02.07

Indemnities

30,847

30,847

2.02.02.02.08

TAC – Retired Participants

21,654

20,497

2.02.02.02.09

Deferred Cofins and Pasep

113,613

112,962

2.02.02.02.20

Other payables

75,410

34,158

2.02.04

Provisions

699,828

693,227

2.02.04.01

Civil, Labor, Tax and Social Security Provisions

289,376

267,287

2.02.04.01.01

Tax Provisions

64,368

55,467

2.02.04.01.02

Tax, Social Security and Labor Provisions

65,029

59,081

2.02.04.01.04

Civil Provisions

159,979

152,739

2.02.04.02

Other Provisions

410,452

425,940

2.02.04.02.03

Provision for Environmental and Deactivations Liabilities

40,904

42,293

2.02.04.02.04

Provisions for Customers

355,826

370,212

2.02.04.02.05

Provisions for Suppliers

13,722

13,435

2.03

Shareholders' equity

9,864,593

9,681,800

2.03.01

Social Capital

6,203,688

6,203,688

2.03.02

Capital reserves

124,255

124,255

2.03.02.07

Support to projects

108,475

108,475

2.03.02.08

Incentive reserve

15,780

15,780

2.03.04

Profit reserves

3,353,857

3,353,857

2.03.04.01

Legal Reserve

460,048

460,048

2.03.04.08

Additional Dividend Proposed

68,761

68,761

2.03.04.10

Reserve for Investments

2,825,048

2,825,048

2.03.05

Retained earnings (accumulated deficit)

182,793

0

 
 
Page: 10

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/Statement of Income

(In thousands of Brazilian reais - R$)

 

 

Account code

Account Description

Current Quarter

01/01/2011 to 03/31/2011

Previous Year

01/01/2010 to 03/31/2010

3.01

Gross revenue from sales and/or services

2,295,690

2,163,135

3.02

Cost of sales and/or services

-1,368,424

-1,154,896

3.02.01

Cost of sales and/or services

-928,995

-713,278

3.02.02

Construction Cost

-439,429

-441,618

3.03

Gross profit

927,266

1,008,239

3.04

Operating (expenses) income

-497,887

-309,977

3.04.01

Selling expenses

-178,249

-116,510

3.04.02

General and Administrative Expenses

-322,851

-196,912

3.04.04

Other operating income

5,282

5,096

3.04.04.01

Other operating income

5,817

5,765

3.04.04.02

COFINS and PASEP (taxes on revenue)

-535

-669

3.04.05

Other operating expenses

-2,069

-1,651

3.04.05.01

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

-642

-1,324

3.04.05.03

Tax incentives

-1,350

0

3.04.05.05

Other

-77

-327

3.05

Equity in subsidiaries

429,379

698,262

3.06

Income before taxes and profit sharing

-50,690

-219,372

3.06.01

Financial income

91,063

63,355

3.06.01.01

Financial income

95,981

63,280

3.06.01.02

Financial income

-4,918

75

3.06.02

Foreign exchange gains

-141,753

-282,727

3.06.02.01

Financial expenses

-210,850

-258,422

3.06.02.02

Financial expenses

69,097

-24,305

3.07

Foreign exchange losses

378,689

478,890

3.08

Income Before Taxes on profit

-195,896

-179,845

3.08.01

Income Tax and Social Contribution on Net Income

-209,314

-236,931

3.08.02

Current

13,418

57,086

3.09

Deferred

182,793

299,045

3.11

Net Profit from Continuing Operations

182,793

299,045

3.11.01

Net income (loss)

182,793

299,045

3.99

Earnings per share (Reais)

 

 

3.99.01

Basic earnings per share

 

 

3.99.01.01

ON

0.80230

1.31254

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

ON

0.80230

1.31254

 
 
Page: 11

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/Statement of Cash Flows – Indirect Method

(In thousands of Brazilian reais - R$)

 

Account code

Account Description

Current Quarter

01/01/2011 to 03/31/2011

Previous Year

01/01/2010 to 03/31/2010

6.01

Net  Cash from Operating Activities

513,276

574,666

6.01.01

Cash Generated from Operations

1,115,687

1,003,768

6.01.01.01

Net Profit before Income Tax and Social Contribution

378,689

478,890

6.01.01.02

Provision for Contingencies

44,750

176,411

6.01.01.05

Loss on Sale of Intangible Fixed Assets

642

1,324

6.01.01.06

Depreciation and Amortization

228,100

143,028

6.01.01.07

Intersts on Loans and Financings Payable

141,223

97,942

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financings

-35,206

50,246

6.01.01.09

Expenses with Interests and Monetary Variations

824

1,155

6.01.01.10

Income with Interests and Monetary Variations

-4,697

-10,239

6.01.01.11

Allowance for Doubtful Accounts

83,283

51,536

6.01.01.12

Provision for Term of Adjustment of Conduct  (TAC)

11,220

-16,516

6.01.01.15

Other Provisions

4,758

-211

6.01.01.16

Provision for transfer of funds to São Paulo City Hall

74,111

0

6.01.01.17

Margin of Fair Value over Intangible Assets Arising from Concession Contracts

-10,759

-10,615

6.01.01.18

Social Security Obligations

198,749

40,817

6.01.02

Variation to Assets and Liabilities

-339,394

-130,726

6.01.02.01

Accounts Receivable

-89,180

-38,220

6.01.02.02

Balances and Transactions with Related Parties

12,455

11,390

6.01.02.03

Inventories

1,325

5,388

6.01.02.04

Taxes Recoverable

-96,034

-2,201

6.01.02.05

Other Accounts Receivable

-193,753

-12,904

6.01.02.06

Judicial Deposits

13,379

-513

6.01.02.08

Loans and Suppliers

11,682

-43,033

6.01.02.09

Salaries, Provisions and Social Security Obligations

-6,789

12,398

6.01.02.10

Social Security Obligations

-3,534

-4,183

6.01.02.11

Taxes and contributions payable

33,842

-23,587

6.01.02.12

Other Suppliers

59,827

-1,717

6.01.02.13

Other Obligations

-49,807

31,763

6.01.02.14

Contingencies

-33,458

-59,862

6.01.02.15

Tax Revenue

651

-5,445

6.01.03

Other

-263,017

-298,376

6.01.03.01

Interest Paid

-200,712

-92,700

6.01.03.02

Taxes and Contributions Paid

-62,305

-205,676

6.02

Net Cash from Investment Activities

-351,214

-399,200

6.02.01

Acquisition of Items of Fixed Assets

-14,898

0

6.02.02

Increase in Intangibles

-346,517

-375,138

6.02.04

Restricted Cash

10,201

-24,062

6.03

Net Cash from Financing Activities

248,603

-93,951

6.03.01

Funding

983,579

153,279

6.03.02

Amortizations of loans

-734,976

-247,211

6.03.03

Payment of Interests on Shareholders´ Equity

0

-19

6.05

Increase(Decrease) in Cash & Cash Equivalents

410,665

81,515

6.05.01

Cash & Cash Equivalents at the beginning of the period

1,989,179

771,008

6.05.02

Cash & Cash Equivalents at the end of the period

2,399,844

852,523

 
 
Page: 12

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/Statement of Changes to Shareholders” Equity From 01/01/2011 to 03/31/2011

(In thousands of Brazilian reais - R$)

 

 

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Losses

Other Comprehensive Results

Total  Equity

Participation of non-controlling

Consolidated Stockholders' Equity

5.01

Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

0

9,681,800

5.03

Adjusted Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

0

9,681,800

5.05

Total Comprehensive Income

0

0

0

182,793

0

182,793

0

182,793

5.05.01

Net Income

0

0

0

182,793

0

182,793

0

182,793

5.07

Ending Balances

6,203,688

124,255

3,353,857

182,793

0

9,864,593

0

9,864,593

 

 

Page: 13

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/Statement of Changes to Shareholders” Equity From 01/01/2010 to 03/31/2010

(In thousands of Brazilian reais - R$)

 

 

Code

Description

Capital Paid

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Retained Earnings/Losses

Other Comprehensive Results

Total  Equity

Participation of non-controlling

Consolidated Stockholders' Equity

5.01

Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

0

8,438,584

5.03

Adjusted Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

0

8,438,584

5.05

Total Comprehensive Income

0

0

0

299,045

0

299,045

0

299,045

5.05.01

Net Income

0

0

0

299,045

0

299,045

0

299,045

5.07

Ending Balances

6,203,688

124,255

2,110,641

299,045

0

8,737,629

0

8,737,629

 

 

Page: 14

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/Statement of Value Added

(In thousands of Brazilian reais - R$)

 

 

Account code

Account Description

Current Quarter

01/01/2011 to 03/31/2011

Previous Year

01/01/2010 to 03/31/2010

7.01

Revenue

2,413,743

2,292,070

7.01.01

Sales of Merchandise, Products and Services

1,990,875

1,844,507

7.01.02

Other Revenue

5,817

5,765

7.01.03

Revenue from the construction of own assets

450,188

452,233

7.01.04

Provision of credit losses

-33,137

-10,435

7.02

Inputs purchased from third parties

-922,323

-869,271

7.02.01

Costs of Merchandise, Products  and Services sold

-764,825

-710,643

7.02.02

Materials, Energy, Third Party Services and Other

-155,429

-156,977

7.02.04

Other

-2,069

-1,651

7.03

Gross Value Added

1,491,420

1,422,799

7.04

Retentions

-228,381

-143,503

7.04.01

Depreciation, Amortization and Depletion

-228,381

-143,503

7.05

Net Value Added Produced

1,263,039

1,279,296

7.06

Value Added Transfer Received

91,063

63,355

7.06.02

Financial Income

91,063

63,355

7.07

Total Value Added to Distribute

1,354,102

1,342,651

7.08

Value Added Value Distribution

1,354,102

1,342,651

7.08.01

Staff

521,543

322,879

7.08.01.01

Direct Compensation

231,016

203,880

7.08.01.02

Benefits

265,320

101,866

7.08.01.03

Government Severance Indemnity Fund for Employees - FGTS

25,207

17,133

7.08.02

Taxes and Contributions

436,653

405,171

7.08.02.01

Federal

408,394

377,811

7.08.02.02

State

10,390

10,132

7.08.02.03

Municipal

17,869

17,228

7.08.03

Compensation Third Party Capital

213,113

315,556

7.08.03.01

Interest

204,825

307,923

7.08.03.02

Rental

8,288

7,633

7.08.04

Pay Equity

182,793

299,045

7.08.04.03

Retained Profit / Loss for the Period

182,793

299,045

 
 
Page: 15

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Management’s Report and Comments on Performance

 

 

1. Financial Highlights

In millions of R$

 

 

 

Variation

 

1T10

1T11

R$

%

(+) Gross operating revenues

1,844.5

1,989.8

145.3

7.9

(+)Construction Costs

452.2

450.2

(2.0)

(0.4)

(-) COFINS and PASEP

133.6

145.4

11.8

8.8

(=) Net operating revenues

2,163.1

2,294.6

131.5

6.1

(-) Costs and expenses

1,026.6

1,428.0

401.4

39.1

(-) Construction Costs

441.6

439.4

(2.2)

(0.5)

(+) Equity result

(0.1)

(1.0)

(0.9)

-

(=) Income before financial expenses (EBIT)(*)

694.8

426.2

(268.6)

(38.7)

(+) Depreciation and amortization

143.0

228.1

85.1

59.5

(=) EBITDA(**)

837.8

654.3

(183.5)

(21.9)

EBITDA Margin %

38.7

28.5

 

 

Net income

299.0

182.8

(116.2)

(38.9)

Income per one thousand shares in R$

1.31

0.80

 

 

(*) Earnings before interest and taxes on income;

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

 

In the 1Q11, net operating revenues totaled R$ 2.3 billion, 6.1% growth related to 1Q10. Costs and expenses, including construction costs, in the amount of R$ 1.9 billion, presented a decrease of 27.2% related to 1Q10. EBITDA decreased from R$ 837.8 million in 1Q10 to R$ 654.3 million in 1Q11, a reduction of 21.9%. EBITDA margin in the 1Q11 reached 28.5% as compared to 38.7% in the same period last year.

 

EBIT decreased 38.7%, from R$ 694.8 million in 1Q10 to R$ 426.2 million in 1Q11.

 

 The 1Q11 result was particularly affected by the accounting record of R$ 230.9 million corresponding to the following factors:

 

·        Complement to the actuarial liability related to the complement of Retirement and Pension Benefits granted by State Law nr 4819/58 (Plan G0) in the amount of R$ 157.5 million with impact on January 1st, 2011;

 

·        Adjustment of the amortization period of the intangible assets for the lower between the useful life of the item and the effectiveness of the contract, in the amount of R$ 73.4 million.

 

Discounting the effect from the adjustment of the complement of the actuarial liability, EBITDA would go from R$ 654.3 million to R$ 811.8 million, with margin going from 28.5% to 35.4%.

 

 

Page: 16

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Net Income would go from R$ 182.8 million to R$ 388.8 million if the two factors above had been disregarded.

 

 

2. Gross operating revenue

 

Gross operating revenue, including revenue from construction, reached R$ 2.4 billion, corresponding to 6.2% increase related to the previous year.

 

Gross operating revenue related to the rendering of water supply and sewage collection services presented an increase of R$ 145.3 billion, or 7.9%, from R$ 1.8 billion in 1Q10 to R$ 2.0 billion in 1Q11. The increase mainly relates to: growth in invoiced volume of 2.6% in water and 3.1% in sewage and tariff adjustment of 4.05% applied in September, 2010.

 

A number of factors as the expansion of the quantity of connections, the wholesale supply of water for the Municipality of Sumaré, the entrance into an operation with a penitentiary unit in the Municipality of Hortolândia, as well as the resume of growth post 2009 crisis in the industrial category, altogether, have contributed to the increase in the volume invoiced.

 

 

3. Revenue from construction

 

Revenue from construction presented a R$ 2.0 million decrease, or 0.4%, when compared to 1Q10, from R$ 452.2 million to R$ 450.2 million, resulting from lower investment in the period.

 

 

4. Volume invoiced

 

In the following charts are demonstrated the volumes invoiced of water and sewage, according to the category of use and region, in the 1T10 and 1T11.

 

QUARTER

 

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

 

Water

Sewage

Water + Sewage

By Category

1Q10

1Q11

Var. %

1Q10

1Q11

Var. %

1Q10

1Q11

Var. %

Residential

364.6

373.4

2.4

294.1

303.6

3.2

658.7

677.0

2.8

Commercial

40.3

41.3

2.5

37.0

38.3

3.5

77.3

79.6

3.0

Industrial

9.0

9.4

4.4

9.3

9.9

6.5

18.3

19.3

5.5

Public

11.2

12.2

8.9

9.1

9.5

4.4

20.3

21.7

6.9

Total Retail

425.1

436.3

2.6

349.5

361.3

3.4

774.6

797.6

3.0

Wholesale

72.5

74.1

2.2

8.1

7.5

(7.4)

80.6

81.6

1.2

Reuse Water

0.1

0.1

-

-

-

-

0.1

0.1

-

Grand Total

497.7

510.5

2.6

357.6

368.8

3.1

855.3

879.3

2.8

 
 
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VOLUME INVOICED WATER AND SEWAGE PER REGION - millions of m3

 

Water

Sewage

Water + Sewage

Per Region

1Q10

1Q11

Var. %

1Q10

1Q11

Var. %

1Q10

1Q11

Var. %

Metropolitan

277.2

285.3

2.9

233.7

241.3

3.3

510.9

526.6

3.1

Regional (2)

147.9

151.0

2.1

115.8

120.0

3.6

263.7

271.0

2.8

Total retail

425.1

436.3

2.6

349.5

361.3

3.4

774.6

797.6

3.0

Bulk

72.5

74.1

2.2

8.1

7.5

(7.4)

80.6

81.6

1.2

Reuse Water

0.1

0.1

-

-

-

-

0.1

0.1

-

Grand Total

497.7

510.5

2.6

357.6

368.8

3.1

855.3

879.3

2.8

 

(1) Not audited

(2) Comprised by the coastal region and country side

 

 

5. Costs, selling and administrative expenses

 

In the 1Q11, the costs of products and services provided, administrative and commercial expenses, had an increase of 27.2% (R$ 399.2 million). The proportion of the costs and expenses in the net revenue decreased from 67.9% in the 1Q10 to 81.4% in the 1Q11.

 

In millions of R$

 

 

 

Variation

 

1Q10

1Q11

R$

%

Payroll and related charges

357.3

556.5

199.2

55.8

General supplies

34.4

37.2

2.8

8.1

Treatment supplies

36.1

45.6

9.5

26.3

Services

215.4

231.4

16.0

7.4

Electricity

130.2

141.3

11.1

8.5

General expenses

72.7

127.4

54.7

75.2

Tax expenses

27.1

27.4

0.3

1.1

Subtotal

873.2

1,166.8

293.6

33.6

Depreciation and amortization

143.0

228.1

85.1

59.5

Credits write-off

10.4

33.1

22.7

218.3

Subtotal

1,026.6

1,428.0

401.4

39.1

Construction costs

441.6

439.4

(2.2)

(0.5)

Costs, and administrative and selling expenses

1,468.2

1,867.4

399.2

27.2

Percentage of Net Revenue (%)

67.9

81.4

 

 

 

5.1. Salaries and payroll charges

 

In the 1Q11 there was an increase of R$ 199.2 million or 55.8% in salaries and payroll charges, going from R$ 357.3 million to R$ 556.5 million as a result of the following factors:

 

 

                                                              Page: 18


 

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·        5.05% of salary adjustment as of May, 2010;

 

·        Complement to actuarial liability in the amount of R$ 157.5 million, referring to the actuarial calculation made in December 31, 2010 related to the Plan G0; non-recurring to upcoming quarters;

 

·        Variance in the provision for Profit Sharing in the amount of R$ 7.2 million as a consequence of the reversal of the amounts accrued in 1Q10.

 

5.2. General Supplies

 

In the 1Q11 there was a decrease of R$ 2.8 million, or 8.1%, when compared to the same period in the previous year, from R$ 34.4 million to R$ 37.2 million. The main factors that caused this variance were greater expenses with maintenance materials in the producers and adductor systems, water and sewage treatment stations and elevation stations in the Metropolitan Region of Sao Paulo – RMSP, in the amount of R$ 2.5 million.

 

5.3. Treatment Materials

 

The expenditures in 1Q11 were higher than in 1Q10 by R$ 9.5 million, or 26.3%, going from R$ 36.1 million to R$ 45.6 million. This variance is related to the following factors:

 

·        Increase of R$ 5.4 million in the consumption of ferric sulfide and aluminum poly-chloride in replacement of aluminum sulfide caused by the worsening in the quality of water in the Water Treatment Station of Alto da Boa Vista, Rio Claro and Botucatu; and

 

·        Increase of R$ 3.6 million due to higher consumption of copper sulfide and activated charcoal, extremely seasonal products, which consumption varies according to the climate physical conditions of the reservoirs, caused by the proliferation of algae, flavor and smell in reservoirs that serve the producing system of Alto Tiete.

 

The consumption verified in 1Q10 was below normal, in function of the quality of water at that time, that is, there was a rupture in the trend of expenditures with treatment material. Therefore, the comparison with 1Q11 results is an apparently large evolution. Had this rupture not occurred, the evolution would have been 7.8%. Considering an average inflation of 6.1%, the real increase would be 1.6%.

 

5.4. Services

 

In 1Q11, this item presented an increase of R$ 16.0 million or 7.4%, from R$ 215.4 million to R$ 231.4 million. The main factors that contributed to such variation were:

 

·      Agreement with Sao Paulo City Hall

 

 

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ü  Increase of R$ 12.8 million in the provision made in 1Q11, referring to the actions established;

ü  Actions for control to loss of water in the amount of R$ 5.9 million resulting mainly from the maintenance of networks and connections of water and sewage and increase in fraud prevention actions; and

 

ü  Increase of R$ 0.6 million resulting from the transportation of sediments of Lake Parque do Ibirapuera and Parque da Aclimação;

 

·         Expenditures with risky contracts for the recovery of credits, in the amount of R$ 2.2 million due to the increase of collection actions;

 

·         Postal charges  in the amount of R$ 2.0 million related to the delivery of water bills in some Business Units due to judicial order;

 

·         Hydrometer reading and delivery of bills in the amount of R$ 2.0 million due to the implementation of the Regional Systems of new technologies in several municipalities that allow higher security and agility in reading and issuance of bills, in addition to the increase in the number of connections and enhancement of actions to control losses in the RMSP; and

 

·         Contracting of freight and transportation services in the amount of R$ 1.0 million as a result of outsourcing of transportation of chemical products.

 

The following services presented a decrease:

 

·         Broadcast of advertising campaigns with decrease of R$ 8.9 million, resulting from the finalization of contracts such as: Onda Limpa, SPTV 2nd Edition, Corrego Limpo Phase 2, among others; and

 

·         Costs with consulting, advisory and specialized services with decrease of R$ 4.5 million due to the contracts such contracts including: organizational restructuring, implementation of value-added management.

 

5.5. Electric Energy

 

In the 1Q11, this item presented an increase of R$ 11.1 million or 8.5%, from R$ 130.2 million to R$ 141.3 million.

 

This result is associated to the weighted average tariff increase between the free market and the captive market around 4.5% and for the increase around 5.7%, which was impacted by the entrance into operation of new operating units.

 

5.6. General Expenses

 

In 1Q11 there was an increase of R$ 54.7 million or 75.2%, from R$ 72.7 million to R$

 

 

127.4 million. The factor that contributed the most  to such increase was the provision of R$ 76.1 million as provided by the contract with the Municipality of Sao Paulo, which corresponds to 7.5 % of the gross revenues of the capital, deducting contributions to Cofins and Pasep, calculated as of the date of  execution of the contract, occurred in June 23, 2010.

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This increase was partially offset by the lower need to accrue provision for judicial contingencies related to 1Q10, in the amount of R$ 32.8 million.

 

5.7 Depreciation and Amortization

 

This item presented an increase of R$ 85.1 million or 59.5%, from R$ 143.0 million to R$ 228.1 million, resulting from the adjustment of the amortization period for the lower between the useful life of the item or the effectiveness of the contract.

 

5.8. Credit Write-offs

 

In 1Q11, the credit write off presented an increase of R$ 22.7 million, varying from R$ 10.4 million to R$ 33.1 million, mainly due to the need to complement the provision on the invoicing of Public Entities, not made in 1Q10, as well as the lower credit recovery through the receipt of private customers related to the same period in 2010.

 

 

6. Financial Income and Expenses

R$ million

 

1Q10

1Q11

Variation

%

Financial expenses

 

 

 

 

Interest and charges on domestic loans and financing

81.5

120.1

38.6

47.4

Interest and charges on foreign loans and financing

15.7

19.3

3.6

22.9

Interest judicial proceedings

106.3

28.7

(77.6)

(73.0)

Other financial expenses

17.5

8.4

(9.1)

(52.0)

Total financial expenses

221.0

176.5

(44.5)

(20.1)

Financial income

40.0

78.8

38.8

97.0

Financial expenses, net of income

181.0

97.7

(83.3)

(46.0)

 

6.1. Financial expenses

 

In the 1Q11 there was an increase of R$ 44.5 million, or 20.1%. The main factors that influenced this result were:

 

 

 

 

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6.2. Financial income

 

The financial income presented an increase of R$ 38.8 million mainly related to gains with financial investment due to higher cash available for investment.

 

 

7. Income and expenses with monetary variation

R$ million

 

1Q10

1Q11

Variation

%

Monetary variation on loans and financing

26.0

19.8

(6.2)

(23.8)

Exchange variation on loans and financing

24.2

(69.1)

(93.3)

(385.5)

Other monetary variations

11.6

14.5

2.9

25.0

Positive monetary variations

61.8

(34.8)

(96.6)

(156.3)

Negative monetary variations

23.4

12.2

(11.2)

(47.9)

Net monetary variations

38.4

(47.0)

(85.4)

(222.4)

 

7.1. Expenses with monetary variation

 

The effect of foreign exchange income in the 1Q11 was R$ 96.6 million lower to the same period of 1Q10. This variance is due to:

 

·         The foreign exchange on external loans and financings generated a negative impact in the amount of R$ 93.3 million resulting from the 2.3% devaluation of the U.S.  dollar in the 1Q11 versus a 2.3% appreciation in the 1Q10.

 

·         Monetary variations on internal loans and financings decreased R$ 6.2 million, mainly due to the reduction of R$ 8.3 million resulting from the IGPM variation in 2.43% in 1Q11, as compared to the variation of 2.77% in 1Q10; and the increase of R$ 2.1 million due to the higher variation of the TR in 1Q11 of 0.25%, as compared to 1Q10 of 0.08%; and

 

·         Other monetary variances on indemnification of judicial law suits with an increase of R$ 2.9 million.

 

7.2. Income from monetary variance

 

The income from monetary variation presented a decrease of R$ 11.2 million. This result arose mainly from updating installment agreements and restatement of deposits referring to judicial suits occurred in 1Q10

 

 

8. Operating Indicators

 

 

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In the last 12 months, the loss ratio remained steady around 26% due to the discontinuity of the maintenance services of water networks provided by third parties and problems from contractual transition. In the second half of 2010, the works entered into normal course which shall bring the ratio back to the track planned. However, as the ratio is a 12-month moving average, the effects of such actions have not yet been impacted.

 

Operational Indicators*

1Q10

1Q11

Variation %

Water connections (1)

7,161

7,332

2.4

Sewage connections (1)

5,563

5,758

3.5

Population directly served by water supply (2)

23.4

23.7

1.3

Population served by sewage collection (2)

19.7

20.1

2.0

Number of employees

15,165

15,153

(0.1)

Water volume produced

732.0

755.3

3.2

Water loss (%)

25.7

26.2

1.9

 

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

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

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

* Non audited

 

 

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EXPLANATORY NOTES

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

 

1.         OPERATIONS

 

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

 

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

 

In March 31, 2011, the Company operated the water and sewage services in 364 municipalities of the State of São Paulo, having temporarily ceased the operation of the municipalities of Itapira, Aracoiaba da Serra, Iperó, Cajobi and Álvares Florense due to judicial orders, which suits are in progress. In the majority of these municipalities, the operations result from concession contracts executed for 30 years. 104 concessions were expired on March 31, 2011 being that all of them are in negotiation phase with the municipalities. Between 2011 and 2033, 44 concessions will expire. The remaining of these concessions operate under a rollover basis. These concessions with indefinite term and expired concessions under renegotiation, are amortized over the useful lives of the underlying assets. Up to March 31, 2011, 216 program contracts were executed.

 

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 March 31, 2011 the net book value of intangible used in the 104 municipalities where the concessions are under negotiation totaled R$ 5,768 million and the net revenue for the period ended on March 31, 2011 totaled R$ 597.3 million.

 

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

 

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

 

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

 

 

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The present quarterly information was approved by the Board of Directors on May 12, 2011.

 

2.         PRESENTATION OF THE QUARTERLY FINANCIAL STATEMENTS

 

(i)        Presentation of the Quarterly Information

 

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

 

(ii)       Individual and Consolidated Financial Information

 

The individual financial information are being disclosed together with the consolidated financial information and were prepared in a form conducive to the disclosure by note 2 of the Annual Financial Statements.

 

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

 

Although SABESP’s equity interest in the Capital Stock of its subsidiaries is not majority interest, the shareholders’ agreement considers the veto power on certain management matters, indicating participative shared control. Therefore, the financial information was proportionally consolidated.

 

The consolidated companies were:

 

Sesamm

On August 15, 2008, the Company, together with the companies OHL Medio Ambiente, Inima S.A.U. Unipersonal (“Inima”), Tecnicas y Gestion Medioambiental S.A.U. (“TGM”) and Estudos Tecnicos e Projetos ETEP S/A, with duration of 30 years counted

 

from the date of execution of the concession contract with the municipality, which corporate object is the provision of services of complement to the implementation of system of sewage separation and the implementation of sewage treatment system of the municipality of Mogi Mirim, including the disposal of the solid waste generated.

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In March 31, 2011, Sesamm’s capital stock was R$ 10,669 divided into 10,669,549 nominative common shares, with no par value, of which SABESP holds 36% equity interest and Inima holds 36% of equity interest. The Company has concluded that both companies, SABESP and Inima, hold joint control over Sesamm. Therefore, SABESP records its equity interest in Sesamm by the proportional consolidation method, equivalent to 36% on assets, liabilities, revenues and expenses of Sesamm.

 

In March 31, 2011, the operations of Sesamm had not been started.

 

Águas de Andradina

 

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

 

On March 31, 2011, the company’s capital stock was R$ 122 divided into 121,997 nominative common shares, with no par value, of which SABESP holds 30% of equity interest.

 

The operations started on October, 2010.

 

Saneaqua Mairinque

 

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

 

On March 31, 2011, the company’s capital stock was R$ 2,000, divided into 2,000,000 nominative common shares with no par value, of which SABESP holds 30% equity interest.

 

The operations started on October, 2010.

 

Aquapolo Ambiental S.A.

 

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

 

 

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

 

The beginning of operations is scheduled for April, 2012.

 

Águas de Castilho

 

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

 

On March 31, 2011, the company’s capital stock was R$ 65, divided into 65,600 nominative common shares with no par value, of which SABESP holds 30% equity interest.

 

The operations started on January, 2011.

 

Attend Ambiental

 

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

 

On March 31, 2011, the company’s capital stock was R$ 2,000 divided into 2.000,000 nominative common shares with no par value, of which SABESP holds 45% equity interest.

 

The operations started in January, 2011.

 

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

 

 

March 31, 2011

 

SESAMM
36%

 

ÁGUAS DE ANDRADINA
30%

 

ÁGUAS DE
CASTILHO
30%

 

SANEAQUA MAIRINQUE

30%

 

AQUAPOLO AMBIENTAL
49% 

 

ATTEND AMBIENTAL 45%

 

 

 

 

 

 

 

Current assets

1,489

321

39

889

13,987

644

Non-Current Assets

7,275

368

    51

23

56,154

21

 

 

 

 

 

 

 

Current Liabilities

986

290

68

144

814

114

Non-Current Liabilities

4,924

  554

97

31

55,341

-

Equity

2,854

(155)

(74)

737

13,986

551

 

 

 

 

 

 

 

Operating revenue

-

483

27

567

-

-

Operating expense

(229)

(512)

(97)

(498)

(167)

(362)

Net financial income

12

    -

-

11

-

13

Income (loss) for the year

(217)

(19)

(70)

80

(167)

(349)

 

 

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December 31, 2010

 

SESAMM
36%

ÁGUAS DE ANDRADINA 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49%

 

 

 

 

 

Current assets

420

178

851

13,798

Non-Current Assets

5,353

106

    10

 46,094 

 

 

 

 

 

Current Liabilities

2,702

119

177

1,331

Non-Current Liabilities

-

301

   9

53,909

Equity

  3,071

  (136)

675

  4,652

 

 

 

 

 

Operating revenue

-

247

447

-

Operating expense

    (638)

(451)

(384)

(1,023)

Net financial income

      95

    -

  12

  0

Income (loss) for the year

     (543)

(204)

   75

 (1,023) 

 

2.1       Accounting policies

 

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

 

2.2       New standard, changes to standards that are not in force

 

Standard

Main requirements

Effective date

IFRS 9, “Financial Instrument” replacement to IAS 39

(a)               Phase I – Recognition and measurement

The majority of the requirements for financial liabilities have not changed, however, there were some changes to the fair value option for financial liabilities to address the company’s own credit risk.

 

(b)              Phase II – Impairment Methodology

The period of comments went up to April 1st, 2011 and is in process of analysis.

 

(c)               Phase III - Hedge accounting

The period of comments went up to March 9th, 2011 and is in process of analysis.

 

The effective date is January 1st, 2013.

Early adoption is still not available in Brazil.

IASB´s expectation is that the process of replacement from IAS 39 to IFRS 9 to be completed in the second half of 2011.

 

 

 

 

3. Financial Risk Management

 

3.1 Financial Risk Factors

 

 

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

 

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

 

(a)        Market Risk

 

Foreign Currency Risk

 

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

 

A significant part of the Company’s financial debt was denominated in U.S. dollar and in  Yen, in the total amount of R$ 2,556,642 on March 31, 2011 (R$ 2,244,635 on December 31, 2010). The Company’s exposure to foreign currency risk is the following:

 

 

March, 31 2011

 

December, 31 2010

 

 

 

 

 

 

 

 

 

Foreign currency

 

R$

 

Foreign currency

 

R$

 

 

 

 

 

 

 

 

Loans and financing – US$

1,082,277

 

1,762,705

 

1,084,898

 

1,807,657

Loans and financing – Yen

40,489,000

 

793,989

 

21,316,000

 

436,978

 

On March 31, 2011, had the Real appreciated or devaluated in approximately 10% as compared to the dollar and the Yen with all other variables constant, the effect on the income after taxes for the period would have been R$ 170,001 (2010 – R$ 148,146), lower or higher, mainly as a result of the foreign currency gains or losses with the conversion of loans to foreign currency.

 

Simulation of appreciation/depreciation of the Real by 10%

March, 31 2011

December, 31 2010

Loans in foreign currency

2,575,765

2,244,635

Variation of  Dollar/Yen

10%

10%

Appreciation or depreciation of the Real

257,577

224,464

Income Tax/Social Contribution Tax Rate

34%

34%

Income tax / Social contribution

87,576

76,318

Appreciation or depreciation of the Real, net of taxes.

170,001

148,146

 

 

 

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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.

 

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

 

 

March, 31 2011

 

December, 31 2010

 

 

 

 

UPR(i)

2,434,452

 

2,529,398

CDI(ii)

1,965,254

 

2,009,391

IGP-M(iii)

519,102

 

493,869

TJLP(iv)

693,238

 

703,710

IPCA(v)

235,413

 

223,996

Total loans and financings in local currency.

5,847,459

 

5,960,364

 

(i) UPR - Reference Standard Unit

(ii) CDI - Interbank Certificate of Deposit

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

(iv) TJLP - Long Term Interest Rate

(v) IPCA - National Wide Consumer Price Index

 

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

 

On March 31, 2011, had the interest rates on loans kept in reais varied around 1% higher or lower, with all other variables constant, the effect on the income after taxes would have been R$ 38,593 (2010 – R$ 39,338) higher or lower, mainly as a result of lower or higher interest expenses in loans with variable rates.

 

(b)       Credit risk

 

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

 

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

 

 

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(c)        Liquidity Risk.

 

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

 

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

 

 

HOLDING

 

April to December 2011

 

2012

 

2013,

2014 e 2015

 

2016 onwards

 

Total

In March 31, 2011

 

 

 

 

 

 

 

 

 

Loans and financing

1,388,577

 

1,966,915

 

3,535,534

 

4,624,284

 

11,515,310

Contractors and suppliers

156,295

 

-

 

-

 

-

 

156,295

Other payables

438,083

 

-

 

-

 

-

 

438,083

 

 

 

 

 

 

 

 

 

 

In December 31, 2010

 

 

 

 

 

 

 

 

 

Loans and financing

1,744,324

 

2,071,161

 

3,834,599

 

4,880,026

 

12,530,110

Contractors and suppliers

142,634

 

-

 

-

 

-

 

142,634

Other payables

326,507

 

-

 

-

 

-

 

326,507

                   

 

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

 

(d)       Sensitivity analysis

 

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

 

 

03/31/2011

Financial Instruments

Risk

Scenario I

R$

Scenario II

R$

Scenario III

R$

Financial Liability

Loans and Financings

 

 

 

 

Banco do Brasil, CEF

Increase in UPR

1,995,893

2,154,587

2,837,282

Debentures

Increase in IGPM

529,549

546,438

584,641

Debentures

Increase in IPCA

255,323

363,528

373,363

Debentures

Increase in CDI

1,996,964

2,662,618

3,993,928

Debentures

Increase in TJLP

187,428

199,243

205,239

BID and Eurobonds

Increase in the US$

2,061,306

2,136,190

2,220,311

JICA

Increase in the Yen

848,872

870,976

895,260

 

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

 

 

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

 

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

 

(e)        Credit quality of the financial assets

 

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

 

 

HOLDING

 

March 31,2011

 

December 31,2011

 

 

 

 

Current account and short-term bank deposits

 

 

 

brAAA

29,179

 

27,673

brAA+

2,355,767

 

1,945,697

Other (*)

12,126

 

14,634

 

2,397,072

 

1,988,004

 

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

 

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

 

Counterparty

Fitch

 

Moody's

 

Standard Poor's

 

 

 

 

 

 

Banco do Brasil S.A.

AA+(bra)

 

Aaa.br

 

brAAA

Banco Santander Brasil S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Caixa Economica Federal

AA+ (bra)

 

Aaa.br

 

-

Banco Bradesco S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

 

Aaa.br

 

AAAbr

 

3.2       Capital management

 

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

 

The Company monitors capital based on financial leverage ratio. This ration corresponds to the total debt divided by the total capital. The net debt, by its turn, corresponds to the total loans and financings deducted from the amount of cash and

 

 

cash equivalents. The total capital is calculated through the sum of net equity, as demonstrated in the consolidated balance sheets, to net debt.

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HOLDING

 

March 31,2011

 

December 31,2010

 

 

 

 

Total loans and financing

8,423,224

 

8,209,292

Less: cash and cash equivalents

(2,397,072)

 

(1,988,004)

 

 

 

 

Net debt

6,026,152

 

6,221,288

Total equity

9,864,593

 

9,681,800

 

 

 

 

Total Capital 

15,890,745

 

15,903,088

 

 

 

 

Leverage Ratio

37.9%

 

39.1%

 

On March 31, 2011, the leverage ratio of the Company was reduced to 37.9%, as compared to 39.1% on December 31, 2010, due to the increase in the financial investments.

 

3.3       Fair value estimate

 

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

 

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

 

.           Information other than quoted prices included in level 1, that are observable for assets or liabilities, whether directly (that is, price) or indirectly (that is, derived from prices)(level 2).

 

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

 

The sole financial instrument evaluated at fair value maintained by the Company is represented by short term investments in bank certificates of deposit (CDB), classified as cash equivalents, in the amounts of R$ 2,321,709 and R$ 1,852,588 on March 31, 2011 and December 31, 2010, respectively. These investments are financial assets measured at fair value by means of the result, measured pursuant level 2.

 

3.4       Financial instruments 

 

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

 

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

 

 

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HOLDING

 

March 31,2011

December 31,2010

 

 

 

 

 

 

Book value

Fair value

Book value

Fair value

 

 

 

 

 

Financial assets

 

 

 

 

              Cash and cash equivalents

2,397,072

2,397,072

1,988,004

1,988,004

              Restricted cash

292,369

292,369

302,570

302,570

             Accounts receivable, net

1,330,678

1,330,678

1,323,886

1,323,886

             Balances with related parties, net

358,937

358,937

368,848

368,848

              Judicial Deposits

39,391

39,391

43,543

43,543

 

 

 

 

 

Financial liabilities

 

 

 

 

            Loans and financing

8,423,224

10,191,193

8,209,292

9,644,938

            Contractors and suppliers

156,295

156,295

142,634

142,634

 

 

 

CONSOLIDATED

 

March 31,2011

December 31,2010

 

 

 

 

 

 

Book value

Fair value

Book value

Fair value

 

 

 

 

 

Financial assets

 

 

 

 

              Cash and cash equivalents

2,399,844

2,399,844

1,989,179

1,989,179

              Restricted cash

292,369

292,369

302,570

302,570

             Accounts receivable, net

1,331,155

1,331,155

1,324,157

1,324,157

             Balances with related parties, net

358,937

358,937

368,848

368,848

              Judicial Deposits

39,391

39,391

43,543

43,543

 

 

 

 

 

Financial liabilities

 

 

 

 

            Loans and financing

8,483,494

10,257,549

8,264,615

9,698,547

            Contractors and suppliers

158,161

158,161

144,043

144,043

 

For achieving the market value of the Financial Instruments, the following criteria have been adopted:

 

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

 

(ii)                        Debentures are considered at nominal value updated with contractual interest rate until the maturity date and discounted to present

 

 

value using the market future interest rates, published by ANBIMA in the secondary market, as of March 31, 2011 and the Company’s securities traded in the Brazilian market.

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(iii)                      Financings – BNDES are instruments considered at nominal value updated with contractual interest rate until the maturity date, that are indexed by the TJLP, which is a specific modality, not being compared to any other market rate. Therefore, the Company has elected to disclose as the market value the carrying amount recorded on March 31, 2011.

 

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

 

 

4.         MAIN ACCOUNTING ESTIMATES AND ASSESSMENTS           

 

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

 

 

5.         CASH & CASH EQUIVALENTS

 

 

 

HOLDING

 

CONSOLIDATED

 

March 31,2011

December 31,2010

 

March 31,2011

December 31,2010

Cash and Banks

75,363

 135,416

 

  76,973

   136,002

Cash Equivalents

 2,321,709

 1,852,588

 

 2,322,871

 1,853,177

 

 2,397,072

 1,988,004

 

 2,399,844

  1,989,179

 

 

6.         RESTRICTED CASH

 

On March 31, 2011, the Company recorded restricted cash, in current assets, in the amount of R$ 292,369, referring to the last installment to be released of the 12th issue of debentures, in the amount of R$ 176,288 and to the collection related to rendering services to entities connected to the City Hall of the Municipality of São Paulo, net of taxes, in the amount of R$ 116,081. These proceeds must be reinvested in the water and sewage system of the city of Sao Paulo.

 

 

7.         ACCOUNTS RECEIVABLE FROM CUSTOMERS

 

(a)        Balances

 

 

 

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HOLDING

 

Mar/11

 

Dec/10

 Private sector

 

 

 

 General and special customers (i) (ii)

848,560

 

827,990

 Agreements (iii)

252,243

 

250,300

 

1,100,803

 

1,078,290

 

 

 

 

 Governmental entities

 

 

 

 Municipal 

560,728

 

556,212

 Federal 

3.240

 

2,645

 Agreements (iii)

172,342

 

170,892

 

736,310

 

729,749

 Wholesale customers- Municipal Administration Offices (iv)

 

 

 

Guarulhos

477,370

 

462,221

Mauá

227,221

 

220,228

Mogi das Cruzes

21,455

 

18,818

Santo André

505,093

 

489,486

São Caetano do Sul

3,680

 

3,537

Diadema

153,430

 

149,155

Wholesale total - Municipal City Halls

1,388,249

 

1,343,445

 

 

 

 

 Unbilled supply

390,212

 

391,822

Subtotal

3,615,574

 

3,543,306

Allowance for doubtful accounts

(2,284,896)

 

(2,219,420)

Total

1,330,678

 

1,323,886

 

 

 

 

Current

969,335

 

971,047

Non-current (v)

361,343

 

352,839

 

The consolidated balance totals the amount of R$ 1,331,155 (Dec./10 – R$ 1,324,157), being R$ 477 the difference regarding the holding’s balance, referring to the accounts receivable from subsidiaries, Aguas de Andradina, R$ 304, Saneaqua Mairinque, R$ 144, and Aguas de Castilho, R$ 29.

 

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

 

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

 

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

 

(iv)      Wholesale - municipal city halls - The balance of accounts receivable from wholesalers refers to the sale of treated water to the municipalities which are responsible for the distribution, billing and collection from the ultimate 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.

 

 

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Mar/11

 

Dec/10

Balance at beginning of period

1,343,445

 

1,182,744

Billing for services provided

90,496

 

353,546

Collections - current year’s services

(30,083)

 

(183,882)

Collections - previous year’s services

(15,609)

 

(8,963)

Balance at the end of the period

1,388,249

 

1,343,445

 

 

 

 

Current

28,607

 

38,665

Non-current

1,359,642

 

1,304,780

 

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

 

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

 

 

HOLDING

 

Mar/11

Dec/10

 

 

 

Current

1,065,570

1,086,073

Past-due:

 

 

Up to 30 days

168,053

150,358

From 31 to 60 days

78,234

67,539

From 61 to 90 days

47,757

45,153

From 91 to 120 days

48,283

39,084

From 121 to 180 days

71,350

73,300

From 181 to 360 days

116,763

119,967

Over 360 days

2,019,564

1,961,832

Total accrued

2,550,004

2,457,233

 

 

 

Total

3,615,574

3,543,306

 

(c)       Allowance for doubtful accounts

 

 

 

 

 

Mar/11

Dec/10

Beginning balance

2,219,420

1,854,231

Private sector / government entities

15,330

7,663

Wholesale customers

50,146

36,534

 

 

 

Additions for the period

65,476

44,197

Ending balance

2,284,896

1,898,428

 

 

 

Current

1,104,315

866,117

Non-current

1,180,581

1,032,311

 

The Company accounted for probable credit losses on accounts receivable in the first quarter of 2011 totaling R$ 33,137 which were written off from accounts receivable and

 

 

recorded under “Selling Expenses”. In the first quarter of 2010, these losses were R$ 10,435.

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8.         BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

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

 

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

 

 

HOLDING AND CONSOLIDATED

 

Mar/11

Dec/10

Accounts Receivable

 

 

Current:

 

 

Water and sewage services (i)

100,079

96,004

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

19,875

21,360

Provision for Losses

(12,389)

(12,389)

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

28,203

28,203

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

4,535

4,594

Total current

140,303

137,772

 

 

 

Long-term assets:

 

 

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

46,837

52,228

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

171,797

178,848

Total noncurrent assets

218,634

231,076

 

 

 

Total receivable from shareholder

358,937

368,848

 

 

 

Provision of water and sewage services

154,402

157,203

Reimbursement of additional pension and retirement

204,535

211,645

 

358,937

368,848

 

 

 

Interest on capital payable to related parties

194,618

194,618

 

Gross revenue from sales and services

1th Qtr/11

1th Qtr/10

Water sales

48,551

57,547

Sewage services

43,153

48,496

Receivables from related parties

(96,455)

(81,836)

Financial Income

61,346

17,704

 

(i)        Water and sewage services

 

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

 

(ii)       Reimbursement of additional retirement and pension benefits paid

 

 

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

 

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

 

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

 

On March 31, 2011 and December 31, 2010, 2,520 and 2,554 retirees, respectively, received retirement complements In the quarters ended on March 31, 2011 and December 31, 2010, the Company paid R$ 26,750 and R$ 37,102, respectively. There were 25 active employees who will be eligible to these benefits as a result of their retirement, compared to 32 on December 31, 2010.

 

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

 

(iii)      GESP Agreement

 

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

 

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

 

(iv)      First Amendment to the GESP Agreement

 

 

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

 

(v)       Second Amendment to the GESP Agreement

 

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

 

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

 

(vi)      Third Amendment to GESP Agreement

 

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

 

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

 

 

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

 

(vii)     Controversial Amount of Benefits

 

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

 

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

 

However, new opinions issued by the PGE and received on September 4 and 22, 2009 and January 4, 2010, denied the reimbursement of the portion previously defined as controversial amount.

 

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

 

As part of  the actions intended to recover the receivables that Management understands as due by the Government of the State, related to the divergences about the reimbursement of the benefits of retirement and pension complement paid by the Company, SABESP: (i) addressed, on March 24, 2010, the message to the Controlling Shareholder, forwarding the office memorandum released by the Collegiate Directors, proposing judicial action to be forwarded to the Arbitration Chamber of Bovespa (Sao Paulo Stock Exchange); (ii) in June, 2010, it forwarded to the Secretary of Finance a proposal for agreement aiming the settlement of the referred controversies. This proposal did not succeed; (iii) on November 9, 2010, it filed a judicial action against the State of Sao Paulo pleading the full reimbursement of the amounts paid as benefits provided by State Law nr. 4819/58 to finalize the discussion between the Company and GESP. Despite the judicial action, the Company will insist in reaching an agreement during the progress of the judicial action, understanding that a reasonable agreement is better to the company and its shareholders than waiting the end of the judicial demand.

 

 

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The Company’s Management has elected for not recognizing such amounts, due to the uncertainty of the reimbursement of the amounts. On March 31, 2011 the amounts not recorded by the Company referring to the complement of pension and retirement paid in name of the State by the Company totaled R$ 1,244,542 (Dec/10 – R$ 1,230,064) including the amount of R$ 696,283 referring to the transfer of the reservoirs in the Alto Tiete system. As a result, the Company also recognized the actuarial obligation referring to the complement of the pension and retirement maintained with the employees and pensioners of Plan G0. On March 31, 2011, the amounts of the complement of pension and retirement complement of Plan G0 were R$ 1,500,321 (Dec./10 – R$ 1,316,706). For more information on the obligations of complement to pension and retirement, see Note 15.

 

(b)       Agreement for the use of reservoirs

 

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

 

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

 

The Company has signed agreements with government entities related to the State Government and municipalities where it operates involving approximately 7,000 real estate’s that are benefited from a reduction of 25% in the tariff of water supply and sewage collection services. These agreements provide for the implementation of the rational water use program, which takes into consideration the reduction in the consumption of water.

 

(d)       Guarantees

 

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

 

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

 

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

 

On March 31, 2011, the expenditures with the employees assigned by SABESP to other state entities amounted to R$ 1,596 (Mar/10 – R$ 1,250).

 

In the same period, the Company did not have expenditures with the employees from other entities at SABESP’s disposal and in March, 2010 the amount totaled R$ 78.

 

(f)        Services contracted from entities connected to GESP.

 

 

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On March 31, 2011 and December 31, 2010, SABESP had an outstanding amount payable of R$ 11,460 and R$ 11,395, respectively, referring to services provided by entities connected to the Government of the State of São Paulo. Among them, we highlight the services of electric energy supply by the Energy Company of Sao Paulo – CESP, representing 87.7% of the amount of March 31, 2011.

 

(g)       Non-operating Assets

 

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

 

(h)       Banco do Brasil

 

The Company filed a declaratory action against the Department of Finance of São Paulo, nº 000317-53.2011.8.26.0053, in the 3rd Civil Court. The State of São Paulo alienated exclusive rights in bank services of the companies managed direct and indirectly by Banco Nossa Caixa, on March 27, 2007; and by Banco do Brasil on May 27, 2010. In this judicial action, the Company asks for financial compensation related to the alienation of its exclusive rights. The Company is asking for a percentage of the amounts that the Estate of São Paulo received from the financial institutions.

 

(i)        Sabesprev

 

The Company sponsors the defined contribution plan managed by Fundação SABESP de Seguridade Social - Sabesprev. The net actuarial obligation, recorded up to Março 31, 2011, is R$ 498,932 (Dec/2010 - R$ 487,332).

 

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

 

(j)        Management Fees

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

The compensation paid by the Company to the members of the Board of Directors and Officers was R$ 591 and R$ 607 for the periods ended on March 31, 2011 and 2010, respectively, and refers to short term benefits to employees and managers. An additional amount of R$ 198 referring to the bonus program was accrued in the period from January through March, 2011 (R$ 220 in 2010).

 

 

9.         INDEMNIFICATIONS RECEIVABLE

 

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

 

 

10.       INTANGIBLE

 

The balance and movement in intangible assets is as follows:

 

 

HOLDING

 

December 31, 2010

 

March 31, 2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangibles resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

Concession contracts asset value  (i) 

13,974,819

 

(3,242,262)

 

10,732,557

 

14,236,216

 

(3,347,894)

 

10,888,322

 

Concession Contracts – economic value (ii)

706,423

 

(189,145)

 

517,278

 

714,652

 

(195,496)

 

519,156

Contract Program (iii) 

900,686

 

(36,302)

 

864,384

 

1,038,678

 

(38,994)

 

999,684

Program Contracts – commitments (iv)  

333,942

 

(22,666)

 

311,276

 

342,524

 

(25,473)

 

317,051

 Service Contract – São Paulo

6,196,699

 

(99,837)

 

6,096,862

 

6,209,410

 

(199,183)

 

6,010,227

 

 

 

 

 

 

 

 

 

 

 

 

 New Businesses (v)

12,129

 

(901)

 

11,228

 

13,468

 

(1,574)

 

11,894

 

 

 

 

 

 

 

 

 

 

 

 

Software License

49,458

 

(41,521)

 

7,937

 

49,458

 

(43,965)

 

5,493

Total

22,174,156

 

(3,632,634)

 

18,541,522

 

22,604,406

 

(3,852,579)

 

18,751,827

 
 
Page: 44

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

 

 

HOLDING

 

December 31,2010

Reclassification
cost

Reclassification
amortization

Additions

Retirements and disposals

Amortization

March 31,2011

Intangibles resulting from:

 

 

 

 

 

 

 

 Concession contracts

10,732,557

(8,073)

-

269,470

-

(105,632)

10,888,322

 

 

 

 

 

 

 

 

Concession agreements - economic value

517,278

8,073

-

156

-

(6,351)

519,156

 

 

 

 

 

 

 

 

Contract Program

864,384

-

-

139,790

(484)

(4,006)

999,684

 

 

 

 

 

 

 

 

Program contracts - commitments

311,276

-

-

8,582

-

(2,807)

317,051

 

 

 

 

 

 

 

 

Service Contract

6,096,862

(2,006)

2,006

16,832

(138)

(103,329)

6,010,227

 

 

 

 

 

 

 

 

New Businesses

11,228

-

-

1,339

-

(673)

11,894

 

 

 

 

 

 

 

 

Software License

        7,937

            -

            -

            -

            -

    (2,444)

        5,493

 

 

 

 

 

 

 

 

 Total  

18,541,522

(2,006)

2,006

436,169

(622)

(225,242)

18,751,827

 

 

 

 

CONSOLIDATED

 

December 31, 2010

 

March 31, 2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangibles resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

Concession contracts asset value  (i) 

13,980,141

 

(3,242,270)

 

10,737,871

 

14,243,606

 

(3,347,902)

 

10,895,704

 

Concession Contracts – economic value (ii)

706,423

 

(189,145)

 

517,278

 

714,652

 

(195,496)

 

519,156

Contract Program (iii) 

900,686

 

(36,302)

 

864,384

 

1,038,678

 

(38,994)

 

999,684

Program Contracts – commitments (iv)  

333,942

 

(22,666)

 

311,276

 

342,524

 

(25,473)

 

317,051

 Service Contract – São Paulo

6,196,699

 

(99,837)

 

6,096,862

 

6,209,410

 

(199,183)

 

6,010,227

 

 

 

 

 

 

 

 

 

 

 

 

 New Businesses (v)

12,129

 

(901)

 

11,228

 

13,468

 

(1,574)

 

11,894

 

 

 

 

 

 

 

 

 

 

 

 

Software License

49,458

 

(41,521)

 

7,937

 

49,458

 

(43,965)

 

5,493

Total

22,179,478

 

(3,632,642)

 

18,546,836

 

22,611,796

 

(3,852,587)

 

18,759,209

 

 

Page: 45

 

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CONSOLIDATED

 

December 31,2010

Reclassification
cost

Reclassification
amortization

Additions

Retirements and disposals

Amortization

March 31,2011

Intangibles resulting from:

 

 

 

 

 

 

 

 Concession contracts

10,737,871

(8,073)

-

271,538

-

(105,632)

10,895,704

 

 

 

 

 

 

 

 

Concession agreements - economic value

517,278

8,073

-

156

-

(6,351)

519,156

 

 

 

 

 

 

 

 

Contract Program

864,384

-

-

139,790

(484)

(4,006)

999,684

 

 

 

 

 

 

 

 

Program contracts - commitments

311,276

-

-

8,582

-

(2,807)

317,051

 

 

 

 

 

 

 

 

Service Contract

6,096,862

(2,006)

2,006

16,832

(138)

(103,329)

6,010,227

 

 

 

 

 

 

 

 

New Businesses

11,228

-

-

1,339

-

(673)

11,894

 

 

 

 

 

 

 

 

Software License

        7,937

            -

            -

            -

            -

    (2,444)

        5,493

 

 

 

 

 

 

 

 

 Total  

18,546,836

(2,006)

2,006

438,237

(622)

(225,242)

18,759,209

 

(a)               Intangibles arising from concession contracts

 

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

 

On March 31, 2011, the Company operated in 364 municipalities in the State of São Paulo. In the most part of these municipalities, the operations are based on a 30-year concession period.

 

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

 

Intangibles resulting from concession contracts include:

 

(i)        Concession contracts – equity amount

 

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

 

(ii)       Concession agreements - economic value

 

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

 

 

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

 

(iii)      Program Contracts – Investments performed

 

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

 

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

 

(iv)      Program contracts - Commitments

 

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

 

In March 31, 2011, the amortization expenses related to the commitments of the program contracts were R$ 2,807 (Mar/10 – R$ 2,272).

 

In March 31, 2011, the amounts still not disbursed referring to the commitments of the program contracts were recorded in Other Obligations in current liabilities in the amount of R$ 86,009 and in non-current liabilities, in the amount of R$ 75,479.

 

(v)       New Business

 

In August, 2009 was executed, with the Companhia de Saneamento de Alagoas (CASAL) the special services and technology transfer contract with the purpose to implement a program to reduce loss and revenue evasion in the Municipality of Maceio for the period of 60 months. On March 31, 2011 the amount in progress referring to this contract was R$ 1,940.

 

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

 

 

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(b)       Capitalized interests and financial charges

 

In the quarter, the Company capitalized interests and financial charges in intangible assets of concession in the amount of R$ 64,971 (Mar/10 – R$ 44,498) during the period which assets were presented as work in progress.

 

 

11.       PROPERTY, PLANT & EQUIPMENT

 

 

HOLDING

 

12/31/2010

03/31/2011

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

 

Land

 119,567  

-

119,567

 119,567  

-

119,567

Buildings

 41,014  

(28,983)

12,031

 41,014  

(29,565)

11,449

Equipment

 162,270  

(90,804)

71,466

 164,400  

(93,721)

70,679

Transportation equipment

 20,025  

(18,364)

1,661

20,394

(18,561)

1,833

 Furniture and Fixture

 26,831  

(26,378)

453

27,283

(26,820)

463

Other 

 2,590  

(1,384)

1,206

2,535

(1,348)

1,187

Work in progress:

           -

           -

           -

           -

           - 

           -

  

 

 

 

 

 

 

Total

 372,297  

(165,913)

206,384

375,193

(170,015)

205,178

 

 

 

CONSOLIDATED

 

12/31/2010

03/31/2010

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

 

Land

119,567

-

119,567

119,567

-

119,567

Buildings

41,014

(28,983)

12,031

41,014

(29,565)

11,449

Equipment

162,270

(90,804)

71,466

164,400

(93,721)

70,679

Transportation equipment

20,025

(18,364)

1,661

20,394

(18,561)

1,833

 Furniture and Fixture

26,831

(26,378)

453

27,283

(26,820)

463

Other 

 2,590  

(1,384)

1,206

2,535

(1,348)

1,187

Work in progress:

 43,222  

           -

43,222

54,442

           -

54,442

  

 

 

 

 

 

 

Total

 415,519  

(165,913)

 249,606  

429,635

(170,015)

259,620

 

There were no relevant changes or information according to note 10 to the Annual Financial Statements of December 31, 2010.

 

12.       LOANS, FINANCINGS & DEBENTURES

 

Outstanding balances of loans and financings

 

 

 

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HOLDING

 

Mar/11

Dec/10

 

 

 

 

 

Current

Non-current

Total

Current

Non-current

Total

Guarantees

Final maturity

Annual interest rate

Monetary adjustment

Financial Institution:

 

 

 

 

 

 

 

 

 

 

Country

 

 

 

 

 

 

 

 

 

 

União Federal / Banco do Brasil

324,111

736,746

1,060,857

316,541

818,359

1,134,900

Gov.Est.S.Paulo and own resources

2014

8.50%

UPR

Debentures 8th Issuance

476,733

-

476,733

465,086

-

465,086

 

2011

10.75%

IGP-M

Debentures 9th Issuance

33,333

201,390

234,723

33,333

198,242

231,575

 

2015

CDI+2.75 and 12.87%

IPCA

Debentures 10th Issuance

-

281,519

281,519

-

279,497

279,497

 

2020

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

IPCA

Debentures 11th Issuance

-

1,206,152

1,206,152

-

1,205,451

1,205,451

 

2015

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

 

Debentures 12th Issuance

-

499,690

499,690

-

499,715

499,715

 

2025

TR+9.5%

 

Debentures 13th Issuance

-

599,677

599,677

-

-

-

 

2012

CDI + 0.65%

 

Caixa Econômica Federal

94,390

760,500

854,890

91,031

783,426

874,457

 

2011/32

6.8% (weighted)

UPR

Promissory Notes

-

-

-

-

599,755

599,755

Own Resources

2011

CDI + 6.5%

 

FIDC - SABESP I

-

-

-

13,889

-

13,889

 

2011

CDI + 0.70%

 

(Banco Nacional de Desenvolvimento Econômico Social)- BNDES

43,545

29,657

73,202

43,403

40,518

83,921

Own Resources

2013

3% + TJLP LIMIT 6%

 

(Banco Nacional de Desenvolvimento Econômico Social)- BNDES Baixada Santista

4,077

126,397

130,474

-

130,474

130,474

Own Resources

2019

2.5% + TJLP LIMIT 6%

 

(Banco Nacional de Desenvolvimento Econômico Social)– BNDES PAC

2,617

43,384

46,001

1,649

44,352

46,001

Own Resources

2023

2.15% + TJLP LIMIT 6%

 

(Banco Nacional de Desenvolvimento Econômico Social) – BNDES ONDA LIMPA

-

246,992

246,992

-

246,986

246,986

Own Resources

202

1.92% + TJLP LIMIT 6%

 

Others

2,556

3,767

6,323

2,816

3,850

6,666

Own Resources

2011/2018

12% / CDI / TJLP+ 6%

UPR

Interests and charges

130,226

             -

   130,226

141,991

-

  141,991

 

 

 

 

Total Domestic

1,111,588

4,735,871

5,847,459

1,109,739

4,850,625

5,960,364

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank – BID US$ 342,277 thd. 

61,924

494,717

556,641

63,185

511,484

574,669

Federal

Government

2016/2017/

2025/2035

3,00% a 3,52% (i)

Currency Basket Var. + US$

BIRD

-

10

10

-

5

5

 

2034

0,43%

US$

Euro Bonds – US$ 140,000 thd. 

-

227,389

227,389

-

232,612

232,612

 

2016

7,5%

US$

Euro Bonds – US$ 350,000 thd. 

-

562,864

562,864

-

576,107

576,107

 

2020

6,30%

US$

JBIC – Yens 21,320,000 thd. 

22,595

395,490

418,085

11,810

425,168

436,978

Federal

Government

2029

1,8% and  2,5% (i)

Yens

JICA – Yens  19,169,000 thd. 

10,160

365,358

375,518

-

-

-

 

2029

1,8% and 2,5% (i)

Yens

BID 1983AB – US$ 250,000 thd.

38,995

365,175

404,170

39,893

373,575

413,468

 

2023

2,4% to 2,9% (i)

US$

Interests and charges

31,088

             -

    31,088

15,089

             - 

    15,089

 

 

 

 

Total International

164,762

2,411,003

2,575,765

129,977

2,118,951

2,248,928

 

 

 

 

TOTAL OF LOANS AND FINANCINGS

1,276,350

7,146,874

8,423,224

1,239,716

6,969,576

8,209,292

 

 

 

 

 
 
Page: 49

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

 

CONSOLIDATED

 

Mar/11

Dec/10

 

 

 

 

 

Current

Non-current

Total

Current

Non-current

Total

Guarantees

Final maturity

Annual interest rate

Monetary adjustment

Financial Institution:

 

 

 

 

 

 

 

 

 

 

Country

 

 

 

 

 

 

 

 

 

 

União Federal / Banco do Brasil

324,111

736,746

1,060,857

316,541

818,359

1,134,900

Gov,Est,S,Paulo and own resources

2014

8.50%

UPR

Debentures 8th Issuance

476,733

-

476,733

465,086

-

465,086

 

2011

10.75%

IGP-M

Debentures 9th Issuance

33,333

201,390

234,723

33,333

198,242

231,575

 

2015

CDI+2.75%  and 12.87%

IPCA

Debentures 10th Issuance

-

281,519

281,519

-

279,497

279,497

 

2020

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

IPCA

Debentures 11th Issuance

-

1,206,152

1,206,152

-

1,205,451

1,205,451

 

2015

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

 

Debentures 12th Issuance

-

499,690

499,690

-

499,715

499,715

 

2025

TR + 9.5%

 

Debentures 13th Issuance

-

599,677

599,677

-

-

-

 

2012

CDI + 0.65%

 

Caixa Econômica Federal

94,390

765,424

859,814

91,031

783,426

874,457

 

2011/32

6.8% (weighted)

UPR

Promissory Notes

-

-

-

-

599,755

599,755

own resources

2011

CDI + 6.5%

 

FIDC - SABESP I

-

-

-

13,889

-

13,889

own resources

2011

CDI + 0.70%

 

 (Banco Nacional de Desenvolvimento Econômico Social)- BNDES

43,545

29,657

73,202

43,403

40,518

83,921

own resources

2013

3% + TJLP LIMIT 6%

 

 (Banco Nacional de Desenvolvimento Econômico Social)- BNDES Baixada Santista

4,077

126,397

130,474

-

130,474

130,474

own resources

2019

2.5% + TJLP LIMITE 6%

 

(Banco Nacional de Desenvolvimento Econômico Social)- BNDES PAC

2,617

43,384

46,001

1,649

44,352

46,001

own resources

2023

2.15% + TJLP LIMIT 6%

 

(Banco Nacional de Desenvolvimento Econômico Social)- BNDES ONDA LIMPA

-

246,992

246,992

-

246,986

246,986

own resources

2025

1.92% + TJLP LIMIT 6%

 

Mútuo Foz do Brasil

-

55,341

55,341

-

52,896

52,896

own resources

 

 

 

Santander

-

-

-

2,427

-

2,427

own resources

 

 

 

Others

2,558

3,770

6,328

2,816

3,850

6,666

own resources

2011/2018

12% / CDI / TJLP+ 6%

UPR

Interests and charges

130,226

             -

   130,226

141,991

-

  141,991

 

 

 

 

Total Domestic

1,111,590

4,796,139

5,907,729

1,112,166

4,903,521

6,015,687

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank – BID US$ 342.277 thd

61,924

494,717

556,641

63,185

511,484

574,669

Federal

Government

2016/2017/

2025/2035

3.00% a 3.52% (i)

Currency Basket Var. + US$

BIRD

-

10

10

-

5

5

 

2034

0.43%

US$

Euro Bonds – US$ 140.000 thd

-

227,389

227,389

-

232,612

232,612

 

2016

7.5%

US$

Euro Bonds – US$ 350.000 thd

-

562,864

562,864

-

576,107

576,107

 

2020

6.30%

US$

JBIC – Yens 21.320.000 thd

22,595

395,490

418,085

11,810

425,168

436,978

Federal

Government

2029

1.8% and 2.5% (i)

Yens

JICA – Yens 19.169.000 thd

10,160

365,358

375,518

-

-

-

 

2029

1.8% and 2.5% (i)

Yens

BID 1983AB – US$ 250.000 thd

38,995

365,175

404,170

39,893

373,575

413,468

 

2023

2.4% to 2.9% (i)

US$

Interests and charges

31,088

             -

    31,088

15,089

             -

    15,089

 

 

 

 

Total International

164,762

2,411,003

2,575,765

129,977

2,118,951

2,248,928

 

 

 

 

TOTAL OF LOANS AND FINANCINGS

1,276,352

7,207,142

8,483,494

1,242,143

7,022,472

8,264,615

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
Page: 50

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Parity rates as of March 31, 2011: US$ 1.6287; Yen 0.019610 (dec/10- US$ 1.6662; Yen 0.0205).

 

On March 31, 2011 the Company did not have short term balances of loans and financings.

 

The Company presented the following activity of loans and financings for the quarter ended on March 31, 2011. The other loans and financings are presented in note 13 of the Annual Financial Statements.

 

(i)        13th Issue of Debentures:

 

 

Page: 51

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

On January 11, 2011, the Company launched the 13th issue of Simple Debentures, non convertible, of Chirographic Type, in Sole Series, for Public Distribution with Restricted Underwriting Efforts, under the terms of CVM Instruction 476, which characteristics are the following:

 

 Date of Issue: 01/11/2011

 Series: Sole

 Total Amount (R$ Thd) R$ 600,000

 Quantity: 60

 Unit Amount (R$ Thd) R$ 10,000

 Payment of semi-annual remuneration

 Final Amortization: 08/29/2012

 Optional Redemption: partial or total at any time

 Remuneration DI added by :

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

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

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

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

 

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

 

(ii)       JICA

 

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

 

(iii)      BID

 

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

 

(iv)      Payment Schedule of loans and financings

 

The total volume of debt to be paid until the end of 2011 is R$ 1,131,298, being R$ 145,096 the amount indexed to the U.S. dollar and R$ 986,202 the amounts of interests and principal of loans denominated in reais to mature.

 

 
Page: 52

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

HOLDING

 

 

2011

2012

2013

2014

2015

2016

2017 and thereafter

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil

 240,491

 345,379

 375,922

 99,065

  -

  -

-

 1,060,857

Caixa Econômica Federal

 69,543

102,514

 103,864

 65,166

 43,031

 41,572

 429,200

 854,890

Debentures

 510,067

 835,755

 582,397

 371,031

393,744

 80,616

 524,884

 3,298,494

 

   

 

 

 

 

 

   

 

BNDES (Banco Nacional de Desenvolvimento Econômico Social)

 32,112

 36,908

 4,182

  -

  -

 -  

  -

 73,202

BNDES (Banco Nacional de Desenvolvimento Econômico Social)SANTISTA

 -

 16,309

 16,309

16,309

 16,309  

16,309

 48,929

 130,474

BNDES (Banco Nacional de Desenvolvimento Econômico Social)PAC

 1,649

 3,872

  3,872

 3,872

 3,872  

 3,872

 24,992

  46,001

BNDES (Banco Nacional de Desenvolvimento Econômico Social) ONDA LIMPA

  -

 14,250

 18,999

 18,999

 18,999  

 18,999

 156,746

 246,992

Others

 2,114

 801

 521

491

 553  

 623

 1,220

 6,323

Interests and charges

 130,226

  -

  -

  -

  -

  -

  -

 130,226

In national currency

 986,202

 1,355,788 

 1,106,066

 574,933

 476,508

 161,991

 1,185,971

 5,847,459

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

BID

53,553

 61,923

 61,923

61,923

 61,923

 61,923

193,473

 556,641

BIRD

  -

 10

  -

  -

  -

  -

 -  

 10

Eurobonds

-

 -  

  -

  -

  -

 227,389

 562,864  

 790,253

JBIC

21,460

42,897

 42,897

 42,897

42,897

 42,897

 557,658  

 793,603

BID 1983AB

  38,995

 38,678

  38,678

38,678

 38,678

 38,678

 171,785  

 404,170

Interest and charges

 31,088

 -  

  -

  -

  -

  -

  -

 31,088

Foreign Currency

145,096

 143,508

 143,498

 143,498

143,498

 370,887

1,485,780

 2,575,765

Grand Total

1,131,298

 1,499,296

 1,249,564

 718,431

620,006

 532,878

2,671,751

 8,423,224

 

 

 

 

CONSOLIDATED

 

 

2011

2012

2013

2014

2015

2016

2017 and thereafter

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil

 240,491

 345,379

 375,922

 99,065

  -

  -

-

 1,060,857

Caixa Econômica Federal

 69,543

102,760

104,110

65,412

43,277

41,818

432,894

859,814

Debentures

 510,067

 835,755

 582,397

 371,031

393,744

 80,616

 524,884

 3,298,494

 

 

 

 

 

 

 

 

 

BNDES (Banco Nacional de Desenvolvimento Econômico Social)

 32,112

 36,908

 4,182

  -

  -

 -  

  -

 73,202

BNDES (Banco Nacional de Desenvolvimento Econômico Social)SANTISTA

 -

 16,309

 16,309

16,309

 16,309

16,309

 48,929

 130,474

BNDES (Banco Nacional de Desenvolvimento Econômico Social)PAC

 1,649

 3,872

  3,872

 3,872

 3,872

 3,872

 24,992

  46,001

BNDES (Banco Nacional de Desenvolvimento Econômico Social) ONDA LIMPA

  -

 14,250

 18,999

 18,999

 18,999

 18,999

 156,746

 246,992

Mútuo Foz do Brasil

-

55,341

-

-

-

-

-

55,341

Others

2,116

804

 521

491

 553

 623

 1,220  

6,328

Interests and charges

130,226

  -

  -

  -

  -

  -

  -

130,226

In national currency

986,204

1,411,378

1,106,312

575,179

476,754

162,237

1,189,665

5,907,729

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

BID

53,553

 61,923

 61,923

61,923

 61,923

 61,923

193,473

 556,641

BIRD

  -

 10  

  -

  -

  -

  -

 -

 10

Eurobonds

-

 -  

  -

  -

  -

 227,389

 562,864

 790,253

JBIC

21,460

42,897

 42,897

 42,897

42,897

 42,897

 557,658

 793,603

BID 1983AB

  38,995

 38,678

  38,678

38,678

 38,678

 38,678

 171,785

 404,170

Interest and charges

 31,088

 -  

  -

  -

  -

  -

  -

 31,088

Foreign Currency

145,096

 143,508

 143,498

 143,498

143,498

 370,887

1,485,780

 2,575,765

Grand Total

1,131,300

1,554,886

1,249,810

718,677

620,252

533,124

2,675,445

8,483,494

 
 
Page: 53

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

(v)       Financial Commitments – “Covenants”

 

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

 

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

 

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

 

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

 

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

 

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

 

Debentures 10th Issue:

 

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

 

 

Page: 54

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

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

 

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

 

Caixa Econômica Federal – Pro-Sanitation Program:

 

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

 

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

 

Debentures 13th  Issue:

 

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

 

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

 

BNDES:

a)      Adjusted current liquidity: higher than 1.0;

 

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

 

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

 

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

 

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

 

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

 

Eurobonds:

 

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

 

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

 

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

 

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

 

Banco Interamericano de Desenvolvimento (BID):

 

 

Page: 55

 

ITR - Quarterly Information 03/31/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

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

 

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

 

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

 

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

 

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

 

On March 31, 2011, the Company met the requirements included in its loan and financing contracts.

 

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

 

 

13.       TAXES AND CONTRIBUTIONS

 

 

HOLDING

 

Current

 

Non current

 

Mar/11

 

Dec/10

 

Mar/11

 

Dec/10

Income tax and social contribution

81,457

 

-

 

-

 

-

Cofins and pasep

47,773

 

48,149

 

-

 

-

Paes

35,702

 

35,364

 

44,627

 

53,045

INSS

23,256

 

24,112

 

-

 

-

Others

12,752

 

50,143

 

-

 

-

Total

200,940

 

157,768

 

44,627

 

53,045

 

 

CONSOLIDATED

 

Current

 

Non-current

 

Mar/11

 

Dec/10

 

Mar/11

 

Dec/10

Income tax and social contribution

81,498

 

-

 

-

 

-

Cofins and pasep

47,789

 

48,149

 

-

 

-

Paes

35,702

 

35,364

 

44,627

 

53,045

INSS

23,256

 

24,112

 

-

 

-

Others

12,882

 

50,425

 

-

 

-

Total

201,127

 

158,050

 

44,627

 

53,045

 

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

 

 

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Tax

 

Principal

 

Penalty

 

Interests

 

Total

COFINS

 

132,499

 

13,250

 

50,994

 

196,743

PASEP

 

5,001

 

509

 

2,061

 

7,571

REFIS

 

112,639

 

-

 

-

 

112,639

Total

 

250,139

 

13,759

 

53,055

 

316,953

 

The debt is being paid in 120 months. The amounts paid in the 1st quarter, 2011 and in the 4th quarter, 2010 were R$ 8,897 and R$ 8,813, respectively. Financial expenses were recorded in the amount of R$ 817 in the 1st quarter of 2011 and R$ 1,155 in the 1st quarter, 2010. The outstanding debt on March 31, 2011 was R$ 80,329. The assets granted in guarantee to the previous Refis Program, in the amount of R$ 249,034 continue to guarantee the amounts of the Paes Program.

 

 

14.       DEFERRED TAXES AND CONTRIBUTIONS

 

(a)        Balances

 

 

Holding

 

Consolidated

 

Mar/11

 

Dec/10

 

Mar/11

 

Dec/10

Deferred income tax asset

 

 

 

 

 

 

 

Provision for contingencies

538,815

 

539,394

 

538,815

 

539,394

Social security obligations –G1

175,204

 

162,552

 

175,204

 

162,552

Social security obligations –G0

85,271

 

85,271

 

85,271

 

85,271

Donation of assets related to the concession contracts

38,213

 

38,213

 

38,213

 

38,213

Others

202,307

 

177,816

 

204,632

 

179,356

Total deferred tax asset

1,039,810

 

1,003,246

 

1,042,135

 

1,004,786

  

 

 

 

 

 

 

 

Deferred income tax liability

 

 

 

 

 

 

 

Temporary difference on concession of intangible asset

(705,428)

 

(711,283)

 

(705,428)

 

(711,283)

Capitalization of loan costs

(125,933)

 

(102,339)

 

(125,933)

 

(102,339)

Income– public entities

(74,660)

 

(72,968)

 

(74,660)

 

(72,968)

Others

(42,449)

 

(38,743)

 

(44,161)

 

(39,756)

Total deferred tax liability

(948,470)

 

(925,333)

 

(950,182)

 

(926,346)

 

 

 

 

 

 

 

 

Deferred Tax asset (liability) in the balance sheet

91,340

 

77,913

 

91,953

 

78,440

 

(b)       Conciliation of the effective tax rate

 

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

 

 

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Holding

Consolidated

 

  Jan-Mar/11

   Jan-Mar/10

  Jan-Mar/11

   Jan-Mar/10

 

 

 

 

 

Income before taxes on income

378,727

478,890

378,689

478,890

Statutory rate

        34%

        34%

        34%

        34%

Tax expense at statutory rate

(128,767)

(162,823)

(128,754)

(162,823)

Permanent differences

 

 

 

 

 Provision Act 4819/58 (i)

(67,167)

(15,361)

(67,167)

(15,361)

Other differences

               -

       (1,661)

              25

       (1,661)

Income tax and social contribution

(195,934)

(179,845)

(195,896)

(179,845)

Current income tax and social contribution

(209,314)

(236,931)

(209,314)

(236,931)

Deferred income tax and social contribution

13,380

57,086

13,418

57,086

Effective tax rate

        52%

        38%

        52%

        38%

 

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

 

Transitional Tax Regime – RTT

 

For the purposes of calculation of income tax and social contribution on net income of the years of 2009 and 2008, the Company and its subsidiaries adopted the RTT, which allows the legal entity to eliminate the accounting effects of the Law 11638/07 and the Provisional Measure 449/08, converted into Law 11941/09, by the registers in the fiscal books - LALUR and auxiliary controls, without any changes in the accounting books.

 

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

 

 

15.       BENEFITS TO EMPLOYEES

 

(a)        Assistance Plan

 

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

 

From the Company: 7.7%, on average, on the payroll;

 

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

 

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

 

 

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Funded Plan – G1

 

Social security obligations in December,  2010

 487,332

Expenses recorded in 2011

11,600

Social security obligations in March,  2011

498,932

 

 

Unfunded Plan – G0

 

Social security obligations in December,  2010

 1,316,706

Actuarial losses calculated in December,  2010 (ii)

 157,527

Expenses recorded in  2011

26,088

Social security obligations in March,  2011

1,500,321

Total

1,999,253

 

(i)        Plan G1

 

Managed by Fundação SABESP de Seguridade Social – Sabesprev, the defined benefit plan (“Plano G1”) receives monthly contributions as follows: 2.6% from the Company and 2.8% from the participants.

 

In March 31, 2011, the Company had a net actuarial obligation of R$ 498,932 (Dec/10 – R$ 487,332) that represents the difference between the present value of the Company´s obligations related to the participants that are employees, retirees and pensioners and the fair value of the related assets, and unrecognized actuarial gains.

 

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

 

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

 

(ii)       Plan G0

 

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

 

In March 31, 2011, the Company had an obligation to the Plan G0 of R$ 1,500,866 (Dec/10 – R$ 1,316,706). In the period from January to March, 2011, the additional amount of R$ 157,527 was recorded, referring to the amortization of actuarial gains and losses, corresponding to the portion that exceeded 10% of the present value of the actuarial obligation (corridor) of the calculation of December, 2010.

 

(c)        Profit Sharing

 

Based on the negotiations held between the Company and the entities that represent the functional class, it was implemented the Profit Sharing Plan, considering the period from January to December, 2010, with the distribution of the amount corresponding to

 

 

one payroll, upon the setting of targets. In the first quarter, 2011 it was accrued the amount of R$ 13,150 (first quarter of 2010 – R$ 13,352).

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16.       PROVISIONS FOR CONTINGENCIES

 

 

Dec/10

Additions

Deductions

Interest, adjustments

Monetary

and reversals

Mar/11

Customers (i)

770,205

24,024

(44,604)

(6,129)

743,496

Suppliers (ii)

372,889

1,862

(50)

7,113

381,814

Other civil lawsuits (iii)

175,932

7,462

(4,241)

7,509

186,662

Tax (iv)

58,658

5,053

(116)

6,170

69,765

Labor (v)

137,232

9,543

(4,413)

3,878

146,240

Environmental (vi)

   65,095

    1,143

  (4,269)

1,357

   63,326

Subtotal

1,580,011

49,087

(57,693)

19,898

1,591,303

Judicial deposits

 (120,181)

 (1,443)

   9,884

   1,066

 (110,674)

Total

1,459,830

47,644

(47,809)

20,964

1,480,629

 

Based on a joint analysis with its legal counsel, Management made a provision of an amount 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$ 780,801 (Dec/2010 - R$ 766,603), and the amounts recorded in non-current liabilities, under the caption “Provisions”, of R$ 699,828 (Dec/2010 - R$ 693,227). The amount paid in the first quarter of 2011 was R $ 33,458.

 

(i)        Customers - Approximately 1,590 lawsuits were filed by commercial customers, which claim that their tariffs should be equal to the tariffs of another consumer category, and therefore claim the refund of the amounts collected by SABESP. The Company was granted both favorable and unfavorable final decisions at several courts, and recognized provisions when the likelihood of loss is considered probable.

 

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

 

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

 

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

 

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

 

 

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

 

Lawsuits with possible likelihood of loss

 

The Company is a party to lawsuits and administrative proceedings related to environmental, tax, civil and labor lawsuits, which are considered by its legal counsel as possible losses, and are not recorded in the books. The amount attributed to these lawsuits and proceedings is approximately R$ 2,420,700 as of March 31, 2011 (Dec/2010 - R$ 2,297,900).

 

 

17. REVENUE 

 

(a)  Gross Sales of Goods and Services

 

 

HOLDING

CONSOLIDATED

HOLDING  AND CONSOLIDATED

 

1st Qtr/11

1st Qtr/11

1st Qtr/10

Metropolitan Region of São Paulo

1,441,667

1,441,667

1,345,081

Regional systems(i) 

548,163

549,207

499,426

Total

1,989,830

1,990,874

1,844,507

 

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

 

(b) Reconciliation of gross revenue to net

 

 

HOLDING

CONSOLIDATED

HOLDING  AND CONSOLIDATED

 

1st Qtr/11

1st Qtr/11

1st Qtr/10

Gross revenues from sales and/or services

1,989,830

1,990,874

1,844,507

Revenues from Construction

450,173

450,188

  452,233

Sales taxes

(145,380)

(145,372)

(133,605)

Net revenue

2,294,623

2,295,690

2,163,135

 

 

18. OPERATING COSTS AND EXPENSES

 

 

 
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 HOLDING 

CONSOLIDATED

Description

1st Qtr/11

1st Qtr/10

1st Qtr/11

1st Qtr/10

Cost of sales and services

 

 

 

 

 Wages and taxes

 261,576

 231,337

261,709

 231,337

 Pension obligations

 11,475

 4,624

11,475

 4,624

Construction costs

 439,415

 441,618

 439,429

 441,618

 General supplies

 34,669

 31,017

34,720

 31,017

Treatment supplies

45,605

36,054

45,632

36,054

Party services

131,628

132,985

131,764

132,985

 Electricity  

 140,944

 129,652

141,185

129,652

 General expenses

84,120

10,669

84,163

 10,669

   Depreciation and amortization

218,345

136,940

218,347

136,940

 

1,367,777

1,154,896

 1,368,424 

1,154,896

Selling expenses

 

 

 

 

   Wages and taxes

45,911

43,504

45,931

43,504

  Pension obligations

1,962

1,190

1,962

1,190

   General supplies

1,740

1,648

1,740

1,648

Party services

71,559

42,794

71,565

42,794

   Electricity

171

213

171

213

 General expenses

20,211

15,462

20,212

15,462

   Depreciation and amortization

3,531

1,264

3,531

1,264

   Allowance for doubtful accounts, net of recoveries

 (note7(c)) 

33,137

    10,435

33,137

    10,435

 

178,222

116,510

178,249

 116,510

Administrative expenses:

 

 

 

 

 Wages and taxes

      35,332

      31,523

36,030

31,627

 Pension obligations

200,229

 45,081

200,229

45,081

General supplies

748

1,680

783

1,682

Party services

28,258

39,577

 28,663

39,593

 Electricity 

192

379

194

 379

General expenses

 23,122

 46,599

23,299

46,618

Depreciation and amortization

 6,217

4,824

6,222

 4,824

Tax expenditure

27,384

    27,108

    27,431

27,108

 

321,482

    196,771

322,851

196,912

Costs, and selling and administrative expenses:

 

 

 

 

      Wages and taxes

342,819

306,364

343,670

306,468

    Pension obligations

213,666

50,895

213,666

50,895

Construction costs

439,415

441,618

439,429

441,618

   General supplies

37,157

34,345

37,243

34,347

   Treatment supplies

45,605

36,054

45,632

36,054

   Party services

231,445

215,356

231,992

215,372

   Electricity

141,307

130,244

141,550

130,244

General expenses

127,453

72,730

127,674

72,749

Depreciation and amortization

228,093

143,028

228,100

143,028

   Tax expenditure

27,384

27,108

27,431

27,108

Allowance for doubtful accounts, net of recoveries (note7(c)) 

33,137

   10,435

33,137

10,435

 

1,867,481

1,468,177

1,869,524

1,468,318

 
 
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19.       OPERATING INCOME AND EXPENSES

 

 

 HOLDING 

CONSOLIDATED

Description

 1st Qtr/11

 1st Qtr/10

 1st Qtr/11

 1st Qtr/10

Financial expenses:

 

 

 

 

Interest and charges on loans and financing - local currency

(120,130)

(81,547)

(120,205)

(81,547)

Interest and charges on loans and financing -

foreign currency

(19,266)

(15,683)

(19,266)

(15,683)

Other financial expenses

(24,787)

(32,941)

(24,804)

(32,941)

Income tax on shipping abroad

(1,899)

(712)

(1,899)

(712)

Monetary variation on loans and financing

(19,766)

(26,032)

(19,766)

(26,032)

Other Monetary variation

(5,012)

(11,444)

(5,012)

(11,444)

Financial Provisions for contingencies

   (19,898)

   (90,063)

   (19,898)

   (90,063)

Total financial expenses

(210,758)

(258,422)

(210,850)

(258,422)

 

 

 

 

 

Financial income:

 

 

 

 

 Monetary variation gains

17,095

23,281

17,105

23,281

 Income from financial investments

61,346

17,704

61,360

17,728

Interest and others

17,504

   22,271

   17,516

   22,271

Total financial income

95,945

63,256

95,981

63,280

 

 

 

 

 

Financial net before the exchange rate changes

(114,813)

(195,166)

(114,869)

(195,142)

Exchange rate changes, net:

 

 

 

 

  Exchange variation on loans and financing

69,097

(24,214)

69,097

(24,214)

  Other Exchange rate changes

-

(91)

-

(91)

  Active Exchange variation

(4,918)

           75

  (4,918)

          75

 

64,179

(24,230)

64,179

(24,230)

 

 

20.       OTHER OPERATING INCOME (EXPENSES), NET

 

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

 

 

HOLDING

 

CONSOLIDATED

 

1st Qtr/11

 

1st Qtr/10

 

1st Qtr/11

 

1st Qtr/10

Other operating income net

5,254

 

5,096

 

5,282

 

5,096

Other operating expenses

(2,069)

 

(1,651)

 

(2,069)

 

(1,651)

Other operating income (expenses), net

3,185

 

3,445

 

3,213

 

3,445

 

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

 

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

 

 

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21. BUSINESS SEGMENT INFORMATION

 

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

 

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

 

Information by business segment for the period ended March 31, 2011 are as follows:

 

 

 

 

 

 

 

 

 

1st Qtr/11

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewer

 

Reconciliation to Financial Statements

 

Balance according to the Financial Statements

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services - from
external customers

 

 

1,107,103

 

883,773

 

450,188

 

2,441,064

 

 

 

 

 

 

 

 

 

Deductions

 

(80,840)

 

(64,534)

 

-

 

(145,374)

 

 

 

 

 

 

 

 

 

Net sales and services - from
external customers

 

 

1,026,263

 

819,239

 

450,188

 

2,295,690

 

 

 

 

 

 

 

 

 

Costs and expenses Selling and administrative

 

(915,806)

 

(514,289)

 

(439,429)

 

(1,869,524)

 

 

 

 

 

 

 

 

 

Operating profit before other expenses
Net operating

 

 

110,457

 

304,950

 

10,759

 

426,166

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

 

3,213

 

 

 

 

 

 

 

 

 

Profit from operations before
financial and tax

 

 

 

 

 

 

 

429,379

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

131,918

 

96,182

 

-

 

228,100

 

 

Information by business segment for the period ended March 31, 2010 are as follows:

 

 

 

 

 

 

 

 

 

 1st Qtr/10

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewer

 

Reconciliation to Financial Statements

 

Balance according to the Financial Statements

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services - from
external customers

 

 

1,072,891

 

812,717

 

411,132

 

2,296,740

 

 

 

 

 

 

 

 

 

Deductions

 

(76,020)

 

(57,585)

 

-

 

(133,605)

 

 

 

 

 

 

 

 

 

Net sales and services - from
external customers

 

 

996,871

 

755,132

 

411,132

 

2,163,135

 

 

 

 

 

 

 

 

 

Costs and expenses Selling and administrative

 

(679,612)

 

(353,955)

 

(434,751)

 

(1,468,318)

 

 

 

 

 

 

 

 

 

Operating profit before other expenses
Net operating

 

317,259

 

401,177

 

(23,619)

 

694,817

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

 

3,445

 

 

 

 

 

 

 

 

 

Profit from operations before
financial and tax

 

 

 

 

 

 

 

698,262

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

78,118

 

65,730

 

(820)

 

143,028

 
 
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Operating profit of the parent totals the amount of R$ 431,216 (Mar/2010 - R$ 698,286), being the difference of R$ 18 (Mar/2010 - R$ 24) represented by the financial results and income tax and social contribution of controlled together.

 

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

 

 

1º Quarter

 

2011

 

2010

 

 

 

 

Reclassification of revenue with not are considered virtually certain  (a)

-

 

(41.101)

Gross sales of construction related to the ICPC 1 (b)

450.188

 

452.233

 

450.188

 

411.132

 

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

 

 

1º Quarter

 

2011

 

2010

 

 

 

 

Reclassification of allowance for losses   (a)

-

 

41.101

Construction cost related to the ICPC 1 (b)

(439.429)

 

(441.618)

Other adjustments  (c) 

-

 

(34.234)

 

(439.429)

 

(434.751)

 

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

 

 

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

 

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

 

 

22.       EQUITY 

 

(a)        Authorized capital

 

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

 

(b)       Capital subscribed and paid

 

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

 

 

Number of
shares 

%

Department of Finance

114,508,085

50.26

Brazilian Clearing and Depository

50,492,658

22.16

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

62,195,352

27.30

Other

640,528

0.28

 

227,836,623

100.00

 

(*) each ADR equals two shares

 

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

 

 

23.       EARNINGS PER SHARE

 

(a)        Basic and diluted

 

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

 

 

1st Qtr/2011

 

1st Qtr/2010

 

 

 

 

Profit attributable to shareholders

182,793

 

299,045

Weighted average number of common shares issued

227,836,623

 

227,836,623

Basic and diluted earnings per share (dollars per share)

0.80230

 

1.31254

 

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

 

 

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24.       COMMITMENTS 

 

(i)        operational Rentals

 

On March 31, 2011, rents have contracted operational require minimum payments as follows:

 

2011

48,361

2012

59,138

2013

45,040

2014

7,298

Total

159,837

 

The rental expenses for the periods ended March 31, 2011 and 2010 were R$ 7,322 and R $ 6,765, respectively. The figures refer to the following accounts: real estate rentals, rental of machinery and equipment, rental of computer equipment, car rentals, automotive equipment rental and leasing of copying machines. The contracts of lease operating close in 2014.

 

(ii)       Electricity 

 

The Company has long-term contracts for firm commitments with suppliers of electricity for own use. On December 31, 2010 the main values of contracts of this type are as follows

 

2011

266,966

2012

132,269

2013

88,224

2014

84,749

2015

80,674

Total

652,882

 

The cost of electricity for the periods ended March 31, 2011 and 2010 were R$ 141,358 and R$ 130,339 respectively. The agreements contain strong demand in 2015.

 

 

25.       CONTRACTING WITH THE MUNICIPALITY OF SÃO PAULO

 

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

 

 

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OTHER INFORMATION CONSIDERED MATERIAL BY THE COMPANY

 

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

 

 

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

Position at March 31, 2011

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

2,008

0

2,008

0

Executive Board

603

0

603

0

 

 

 

 

 

Supervisory Board

                       -  

     -  

                     -  

     -  

 

 

 

 

 

Treasury Shares

                       -  

     -  

                     -  

     -  

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

114.510.696

50.3%

114.510.696

50.3%

 

 

 

 

 

Outstanding Shares

113.325.927

49.7%

113.325.927

49.7%

 

 

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

Position at March 31, 2010

Shareholder

Number of Common Shares

(In units)

%

Total Number

 of Shares

(In units)

%

Controlling Shareholder

 

 

 

 

State Finance Department

114,508,083

50.3%

114,508,083

50.3%

Management

 

 

 

 

Board of Directors

5,212

       0

5,212

       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%

 
 
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2.         SHAREHOLDING POSITION

 

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

 

Company:

 

CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Position at March 31, 2011

(In Shares)

 

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 shareholders, Managers and member of the fiscal council undertake to resolve, by arbitration, any and all dispute or controversy that may arise between them, related to or arising from, specially, the application, effectiveness, interpretation, violation and its effects, of the provisions included in Law 6404/76, in its by-laws, in the norms issued by the National Monetary Council, by the Central Bank of Brazil and by the Brazilian Securities and Exchange Commission, as well as in other norms applicable to the operation of the capital markets in general, in addition to those contained in the Listing Regulation of the New Market, the Contract of Participation in the New Market and the Arbitration Regulation of the Arbitration Chamber of the Market, to be conducted with the Arbitration Chamber of the Market organized by BM&FBOVESPA in accordance with the Regulation of such Chamber, observed the exception applicable to the unavailable rights.

 

 

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Report on Review of Quarterly Information

 

 

To the Board of Directors and Stockholders

Companhia de Saneamento Básico do

Estado de São Paulo – SABESP      

 

 

 

Introduction

 

We have reviewed the accompanying parent company and consolidated interim accounting information of Companhia de Saneamento Básico do Estado de São Paulo – SABESP, included in the Quarterly Information (ITR) Form for the quarter ended March 31, 2011, comprising the balance sheet and the statements of income, changes in equity and cash flows, for the quarter then ended, and a summary of significant accounting policies and other explanatory information.

 

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

 

Scope of review

 

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

 

Conclusion on the parent company

interim information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in

 

accordance with CPC 21 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the Brazilian Securities Commission (CVM).

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Conclusion on the consolidated

interim information

 

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

 

 

Other matters

 

Interim statements of

value added

 

We have also reviewed the parent company and consolidated interim statements of value added for the quarter ended March 31, 2011, which are required to be presented in accordance with standards issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which does not require the presentation of the statement of value added. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in relation to the parent company and consolidated interim accounting information taken as a whole.

 

São Paulo, May 12, 2011

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

 

 

Valdir Renato Coscodai

Accountant CRC 1SP165875/O-6

 

 

Page: 71

 
SIGNATURE  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: May 31, 2011
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By:   /s/ Rui de Britto Álvares Affonso
 
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

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