Foreign Filer Report • Jun 3, 2020
Preview not available for this file type.
Download Source File6-K 1 sbsitr1q20_6k.htm ITR - QUARTERLY INFORMATION FORM - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO sbsitr1q20_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, 2020
(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 Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Table of contents
| Co mpan y I n forma t ion | |
|---|---|
| C ap ital Br e ak d own | 1 |
| Cash Proceeds | 2 |
| Parent Company’s Financial Statements | |
| S t a t eme n t o f F i n an c i a l Po s it i on - As se t s | 3 |
| Statement of Financial Position - Liabilities | 4 |
| Income Statement | 6 |
| S t a t eme n t o f Co mp r eh en s i v e I nc ome | 7 |
| Statement of Cash Flow | 8 |
| Statement of Changes in Equity | |
| 1 / 01 / 2 02 0 t o 3 / 31 / 2 02 0 | 10 |
| 1/01/2019 to 3/31/2019 | 11 |
| Statement of Value Added | 12 |
| Comments on the Company’s Performance | 13 |
| No t e s t o t h e I n t e r i m F i na n c i a l In f o r ma t i o n | 25 |
| Co mmen t s o n t he Co mp an y ’ s Pr o j e c t i o ns | 7 7 |
| Other Information Deemed as Relevant by the Company | 78 |
| Reports and Statements | |
| Unqualified Re po r t s o n Spe c i a l R ev i e w | 80 |
| E x ec u t i v e O f fi ce r s ’ S t a t eme n t on t he F i na n c i a l S t a te me nt s | 81 |
| Executive Officers’ Statement on the Report of Independent Public Accounting Firm | 8 2 |
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
C ompany Information / Capital Breakdown
| Number of Shares | Current Quarter |
|---|---|
| (Units) | 3/31/2020 |
| Paid-in Capital | |
| Common | 683,509,869 |
| Preferred | 0 |
| Total | 683,509,869 |
| Treasury Shares | |
| Common | 0 |
| Preferred | 0 |
| Total | 0 |
PAGE: 1 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Company Information / Cash Proceeds
| Event | Approval | Proceeds | Type of Share | Proceed per Share |
|---|---|---|---|---|
| (Reais / Share) | ||||
| Board of Directors’ Meeting | 3/26/2020 | Interest on Capital Payable | Common | 1.37670 |
PAGE: 2 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Statement of Financial Position - Assets
(R$ thousand)
| Code | Description | Current Quarter | Previous Year |
|---|---|---|---|
| 3/31/2020 | 12/31/2019 | ||
| 1 | Total Assets | 46,967,744 | 46,457,800 |
| 1.01 | Current Assets | 5,158,498 | 4,896,138 |
| 1.01.01 | Cash and Cash Equivalents | 2,323,366 | 2,253,210 |
| 1.01.03 | Accounts Receivable | 2,247,095 | 2,330,658 |
| 1.01.03.01 | Trade Receivables | 2,071,837 | 2,137,752 |
| 1.01.03.02 | Other Receivables | 175,258 | 192,906 |
| 1.01.03.02.01 | Related-Party Balances | 175,258 | 192,906 |
| 1.01.04 | Inventories | 67,899 | 70,454 |
| 1.01.06 | Recoverable Taxes | 386,074 | 141,266 |
| 1.01.06.01 | Current Recoverable Taxes | 386,074 | 141,266 |
| 1.01.08 | Other Current Assets | 134,064 | 100,550 |
| 1.01.08.03 | Other | 134,064 | 100,550 |
| 1.01.08.03.01 | Restricted Cash | 26,363 | 26,018 |
| 1.01.08.03.20 | Other Assets | 107,701 | 74,532 |
| 1.02 | Noncurrent Assets | 41,809,246 | 41,561,662 |
| 1.02.01 | Long-Term Assets | 9,210,678 | 8,821,073 |
| 1.02.01.04 | Accounts Receivable | 229,775 | 215,275 |
| 1.02.01.04.01 | Trade Receivables | 229,775 | 215,275 |
| 1.02.01.09 | Receivables from Related Parties | 650,413 | 657,990 |
| 1.02.01.09.03 | Receivables from Controlling Shareholders | 650,413 | 657,990 |
| 1.02.01.10 | Other Noncurrent Assets | 8,330,490 | 7,947,808 |
| 1.02.01.10.04 | Escrow Deposits | 184,109 | 177,982 |
| 1.02.01.10.05 | Water National Agency (ANA) | 32,558 | 32,466 |
| 1.02.01.10.06 | Contract Asset | 7,989,875 | 7,617,714 |
| 1.02.01.10.20 | Other Assets | 123,948 | 119,646 |
| 1.02.02 | Investments | 103,877 | 100,749 |
| 1.02.02.01 | Equity Investments | 56,327 | 53,187 |
| 1.02.02.01.03 | Equity Investments in Jointly-Owned Subsidiaries | 56,327 | 53,187 |
| 1.02.02.02 | Investment Properties | 47,550 | 47,562 |
| 1.02.03 | Property, Plant and Equipment | 316,450 | 314,393 |
| 1.02.04 | Intangible Assets | 32,178,241 | 32,325,447 |
| 1.02.04.01 | Intangible Assets | 32,178,241 | 32,325,447 |
| 1.02.04.01.01 | Concession Agreements | 2,202,852 | 2,207,705 |
| 1.02.04.01.02 | Program Contracts | 15,137,137 | 15,184,575 |
| 1.02.04.01.03 | Service Contracts | 14,293,152 | 14,390,763 |
| 1.02.04.01.04 | Software License of Use | 465,779 | 471,706 |
| 1.02.04.01.05 | Right of Use | 79,321 | 70,698 |
PAGE: 3 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Statement of Financial Position - Liabilities
(R$ thousand)
| Code | Description | Current Quarter | Previous Year |
|---|---|---|---|
| 3/31/2020 | 12/31/2019 | ||
| 2 | Total Liabilities | 46,967,744 | 46,457,800 |
| 2.01 | Current Liabilities | 6,950,358 | 6,453,424 |
| 2.01.01 | Labor and Pension Plan Liabilities | 602,098 | 594,279 |
| 2.01.01.01 | Pension Plan Liabilities | 28,135 | 51,716 |
| 2.01.01.02 | Labor Liabilities | 573,963 | 542,563 |
| 2.01.02 | Trade Payables | 242,106 | 369,631 |
| 2.01.02.01 | Domestic Suppliers | 242,106 | 369,631 |
| 2.01.03 | Tax Liabilities | 172,600 | 250,318 |
| 2.01.03.01 | Federal Tax Liabilities | 168,226 | 243,732 |
| 2.01.03.01.02 | Pis-Pasep and Cofins Payable | 85,906 | 94,027 |
| 2.01.03.01.03 | INSS (Social Security Contribution) Payable | 39,732 | 39,404 |
| 2.01.03.01.20 | Other Federal Taxes | 42,588 | 110,301 |
| 2.01.03.03 | Municipal Tax Liabilities | 4,374 | 6,586 |
| 2.01.04 | Borrowings and Financing | 3,284,540 | 2,859,843 |
| 2.01.04.01 | Borrowings and Financing | 2,702,040 | 2,179,580 |
| 2.01.04.01.01 | In Local Currency | 274,532 | 297,680 |
| 2.01.04.01.02 | In Foreign Currency | 2,427,508 | 1,881,900 |
| 2.01.04.02 | Debentures | 496,122 | 601,861 |
| 2.01.04.03 | Financiang through Lease | 86,378 | 78,402 |
| 2.01.05 | Other Liabilities | 1,999,050 | 1,829,106 |
| 2.01.05.01 | Payables to Related Parties | 358 | 293 |
| 2.01.05.01.03 | Payables to Controlling Shareholders | 358 | 293 |
| 2.01.05.02 | Outher | 1,998,692 | 1,828,813 |
| 2.01.05.02.01 | Dividends and Interest on Capital Payable | 800,352 | 800,352 |
| 2.01.05.02.04 | Services Payable | 632,181 | 474,078 |
| 2.01.05.02.05 | Refundable Amounts | 43,440 | 42,093 |
| 2.01.05.02.06 | Program Contract Commitments | 275,993 | 273,932 |
| 2.01.05.02.07 | Public-Private Partnership (PPP) | 111,100 | 110,291 |
| 2.01.05.02.09 | Indemnities | 9,693 | 9,693 |
| 2.01.05.02.20 | Other Liabilities | 125,933 | 118,374 |
| 2.01.06 | Provisions | 649,964 | 550,247 |
| 2.01.06.01 | Tax, Social Security, Labor and Civil Provisions | 236,062 | 200,391 |
| 2.01.06.01.01 | Tax Provisions | 27,178 | 26,375 |
| 2.01.06.01.02 | Social Security and Labor Provisions | 131,619 | 103,041 |
| 2.01.06.01.04 | Civil Provisions | 77,265 | 70,975 |
| 2.01.06.02 | Other Provisions | 413,902 | 349,856 |
| 2.01.06.02.03 | Provisions for Environmental Liabilities and Decommissioning | 15,410 | 15,086 |
| 2.01.06.02.04 | Provisions for Customers | 204,587 | 242,001 |
| 2.01.06.02.05 | Provisions for Suppliers | 193,905 | 92,769 |
| 2.02 | Noncurrent Liabilities | 19,039,549 | 18,368,593 |
| 2.02.01 | Borrowings and Financing | 11,265,828 | 10,384,866 |
| 2.02.01.01 | Borrowings and Financing | 7,990,162 | 6,889,591 |
| 2.02.01.01.01 | In Local Currency | 2,384,970 | 2,412,693 |
| 2.02.01.01.02 | In Foreign Currency | 5,605,192 | 4,476,898 |
| 2.02.01.02 | Debentures | 2,826,542 | 3,039,553 |
| 2.02.01.03 | Financing through Lease | 449,124 | 455,722 |
PAGE: 4 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Statement of Financial Position - Liabilities
(R$ thousand)
| Code | Description | Current Quarter | Previous Year |
|---|---|---|---|
| 3/31/2020 | 12/31/2019 | ||
| 2.02.02 | Other Liabilities | 7,024,218 | 7,064,170 |
| 2.02.02.02 | Other | 7,024,218 | 7,064,170 |
| 2.02.02.02.04 | Pension Plan Liabilities | 3,366,686 | 3,360,932 |
| 2.02.02.02.05 | Program Contract Commitments | 76,613 | 103,321 |
| 2.02.02.02.06 | Public-Private Partnership (PPP) | 3,161,600 | 3,183,689 |
| 2.02.02.02.07 | Indemnities | 31,740 | 31,740 |
| 2.02.02.02.08 | Labor Liabilities | 2,172 | 2,230 |
| 2.02.02.02.09 | Deferred Cofins / Pasep | 145,533 | 143,693 |
| 2.02.02.02.20 | Other Liabilities | 239,874 | 238,565 |
| 2.02.03 | Deferred Taxes | 347,409 | 433,996 |
| 2.02.03.01 | Deferred Income Tax and Social Contribution | 347,409 | 433,996 |
| 2.02.03.01.01 | Deferred Income Tax and Social Contribution | 347,409 | 433,996 |
| 2.02.04 | Provisions | 402,094 | 485,561 |
| 2.02.04.01 | Tax, Social Security, Labor and Civil Provisions | 206,896 | 245,448 |
| 2.02.04.01.01 | Tax Provisions | 29,005 | 29,250 |
| 2.02.04.01.02 | Social Security and Labor Provisions | 173,482 | 209,759 |
| 2.02.04.01.04 | Civil Provisions | 4,409 | 6,439 |
| 2.02.04.02 | Other Provisions | 195,198 | 240,113 |
| 2.02.04.02.03 | Provisions for Environmental Liabilities and Decommissioning | 191,686 | 177,835 |
| 2.02.04.02.04 | Provisions for Customers | 2,740 | 1,691 |
| 2.02.04.02.05 | Provisions for Suppliers | 772 | 60,587 |
| 2.03 | Equity | 20,977,837 | 21,635,783 |
| 2.03.01 | Paid-up Capital | 15,000,000 | 15,000,000 |
| 2.03.04 | Profit Reserve | 7,547,954 | 7,547,954 |
| 2.03.04.01 | Legal Reserve | 1,368,406 | 1,368,406 |
| 2.03.04.08 | Additional Dividend Proposed | 80,973 | 80,973 |
| 2.03.04.10 | Reserve for Investments | 6,098,575 | 6,098,575 |
| 2.03.05 | Retained Earnings/Accumulated Losses | -657,946 | 0 |
| 2.03.06 | Equity Valuation Adjustments | -912,171 | -912,171 |
PAGE: 5 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Income Statement
(R$ thousand)
| Code | Description | YTD Current Year | YTD Previous Year |
|---|---|---|---|
| 1/01/2020 to 3/31/2020 | 1/01/2019 to 3/31/2019 | ||
| 3.01 | Revenue from Sales and/or Services | 4,042,350 | 3,878,504 |
| 3.02 | Cost of Sales and/or Services | -2,422,012 | -2,337,103 |
| 3.02.01 | Cost of Sales and/or Services | -1,913,247 | -1,747,145 |
| 3.02.02 | Construction Cost | -508,765 | -589,958 |
| 3.03 | Gross Profit | 1,620,338 | 1,541,401 |
| 3.04 | Operating Income/Expenses | -617,310 | -399,745 |
| 3.04.01 | Selling Expenses | -339,459 | -198,955 |
| 3.04.01.01 | Selling Expenses | -181,970 | -191,195 |
| 3.04.01.02 | Allowance for Doubtful Accounts | -157,489 | -7,760 |
| 3.04.02 | General and Administrative Expenses | -284,179 | -210,381 |
| 3.04.04 | Other Operating Income | 10,039 | 13,385 |
| 3.04.04.01 | Other Operating Income | 11,056 | 14,992 |
| 3.04.04.02 | Cofins and Pasep | -1,017 | -1,607 |
| 3.04.05 | Other Operating Expenses | -7,286 | -5,558 |
| 3.04.06 | Equity Results | 3,575 | 1,764 |
| 3.05 | Income before Financial Result and Taxes | 1,003,028 | 1,141,656 |
| 3.06 | Financial Result | -1,980,285 | -150,456 |
| 3.06.01 | Financial Income | 100,156 | 102,200 |
| 3.06.01.01 | Financial Income | 103,809 | 107,950 |
| 3.06.01.02 | Exchange Gains | 1,224 | -731 |
| 3.06.01.03 | Cofins and Pasep | -4,877 | -5,019 |
| 3.06.02 | Financial Expenses | -2,080,441 | -252,656 |
| 3.06.02.01 | Financial Expenses | -283,905 | -252,477 |
| 3.06.02.02 | Exchange Losses | -1,796,536 | -179 |
| 3.07 | Earnings before Income Tax | -977,257 | 991,200 |
| 3.08 | Income Tax and Social Contribution | 319,311 | -343,909 |
| 3.08.01 | Current | 232,724 | -310,485 |
| 3.08.02 | Deferred | 86,587 | -33,424 |
| 3.09 | Net Result from Continued Operations | -657,946 | 647,291 |
| 3.11 | Profit/Loss for the Period | -657,946 | 647,291 |
| 3.99 | Earnings per Share - (Reais / Share) | ||
| 3.99.01 | Basic Earnings per Share | ||
| 3.99.01.01 | Common | -0.96260 | 0.94701 |
| 3.99.02 | Diluted Earnings per Share | ||
| 3.99.02.01 | Common | -0.96260 | 0.94701 |
PAGE: 6 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Statement of Comprehensive Income
(R$ thousand)
| Code | Description | YTD Current | YTD Previous |
|---|---|---|---|
| Year | Year | ||
| 1/01/2020 to 3/31/2020 | 1/01/2019 to 3/31/2019 | ||
| 4.01 | Net Income for the Period | -657,946 | 647,291 |
| 4.03 | Comprehensive Income for the Period | -657,946 | 647,291 |
PAGE: 7 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Statement of Cash Flows - Indirect Method
(R$ thousand)
| Code | Description | YTD Current Year | YTD Previous Year |
|---|---|---|---|
| 1/01/2020 to 3/31/2020 | 1/01/2019 to 3/31/2019 | ||
| 6.01 | Net Cash from Operating Activities | 1,188,528 | 589,840 |
| 6.01.01 | Cash from Operations | 1,776,101 | 1,493,474 |
| 6.01.01.01 | Profit before Income Tax and Social Contribution | -977,257 | 991,200 |
| 6.01.01.02 | Provision and Inflation Adjustments on Provisions | 78,706 | 46,101 |
| 6.01.01.04 | Finance Charges from Customers | -197,496 | -197,962 |
| 6.01.01.05 | Residual Value of Property, Plant and Equipment, Intangible Assets and Investment Properties Written-off | 5,407 | 3,143 |
| 6.01.01.06 | Depreciation and Amortization | 483,569 | 410,863 |
| 6.01.01.07 | Interest on Borrowings and Financing Payable | 138,770 | 138,978 |
| 6.01.01.08 | Monetary and Exchange Variation on Borrowings and Financing | 1,814,857 | 17,207 |
| 6.01.01.09 | Interest and Monetary Variation on Liabilities | 10,563 | 9,524 |
| 6.01.01.10 | Interest and Monetary Variation on Assets | -6,585 | -75,621 |
| 6.01.01.11 | Allowance for Doubtful Accounts | 157,489 | 11,070 |
| 6.01.01.12 | Provision for Consent Decree (TAC) and Knowledge Retention Program (PRC) | -490 | -19,313 |
| 6.01.01.13 | Equity Results | -3,575 | -1,764 |
| 6.01.01.14 | Interest and Inflation Adjustment (PPP) | 112,685 | 0 |
| 6.01.01.15 | Other Adjustments | -6,112 | -13,163 |
| 6.01.01.16 | Transfer of Funds to the São Paulo Municipal Government | 120,419 | 119,920 |
| 6.01.01.17 | Construction Margin over Intangible Assets Resulting from Concession Contracts | -12,655 | -13,569 |
| 6.01.01.18 | Pension Plan Liabilities | 57,806 | 66,860 |
| 6.01.02 | Changes in Assets and Liabilities | -394,490 | -412,002 |
| 6.01.02.01 | Trade Receivables | 85,760 | 98,414 |
| 6.01.02.02 | Related-Party Balances and Transactions | 34,075 | 11,513 |
| 6.01.02.03 | Inventories | 2,555 | -4,976 |
| 6.01.02.04 | Recoverable Taxes | -12,084 | 44,624 |
| 6.01.02.05 | Other Assets | -37,128 | -36,159 |
| 6.01.02.06 | Escrow Deposits | -2,730 | -12,324 |
| 6.01.02.08 | Trade Payables and Contractors | -239,274 | -328,719 |
| 6.01.02.09 | Salaries, Payroll Charges and Social Contributions | 8,309 | -34,809 |
| 6.01.02.10 | Pension Plan Liabilities | -52,052 | -50,056 |
| 6.01.02.11 | Taxes and Contributions Payable | -77,718 | -92,543 |
| 6.01.02.12 | Services Payable | 37,684 | 6,435 |
| 6.01.02.13 | Other Liabilities | -81,271 | 56,069 |
| 6.01.02.14 | Provisions | -62,456 | -68,648 |
| 6.01.02.15 | Deferred Cofins/Pasep | 1,840 | -823 |
| 6.01.03 | Other | -193,083 | -491,632 |
| 6.01.03.01 | Interest Paid | -193,083 | -241,164 |
| 6.01.03.02 | Income Tax and Social Contribution Paid | 0 | -250,468 |
| 6.02 | Net Cash from Investing Activities | -403,505 | -233,143 |
| 6.02.01 | Acquisition of Intangible Assets | -393,573 | -209,552 |
| 6.02.02 | Acquisition of Property, Plant and Equipment | -9,587 | -18,796 |
| 6.02.03 | Increase in Investments | 0 | -10,702 |
| 6.02.04 | Restricted Cash | -345 | 5,907 |
PAGE: 8 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Statement of Cash Flows – Indirect Method
(R$ thousand)
| Code | Description | YTD Current Year | YTD Previous Year |
|---|---|---|---|
| 1/01/2020 to 3/31/2020 | 1/01/2019 to 3/31/2019 | ||
| 6.03 | Net Cash from Financing Activities | -714,867 | -1,180,805 |
| 6.03.01 | Funding | 29,792 | 103,815 |
| 6.03.02 | Amortization | -580,229 | -1,154,042 |
| 6.03.03 | Payment of Interest on Capital | 0 | -21 |
| 6.03.04 | Public-Private Partnership (PPP) | -133,965 | -129,157 |
| 6.03.05 | Program Contract Commitments | -30,465 | -1,400 |
| 6.05 | Increase (Decrease) in Cash and Cash Equivalents | 70,156 | -824,108 |
| 6.05.01 | Opening Balance of Cash and Cash Equivalents | 2,253,210 | 3,029,191 |
| 6.05.02 | Closing Balance of Cash and Cash Equivalents | 2,323,366 | 2,205,083 |
PAGE: 9 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Statement of Changes in Equity - 1/01/2020 to 3/31/2020
(R$ thousand)
| Code | Description | Paid-up Capital | Capital Reserves, Options Granted and Treasury Shares | Profit Reserves | Retained Earnings/ Accumulated Losses | Other Comprehensive Income | Equity |
|---|---|---|---|---|---|---|---|
| 5.01 | Opening Balances | 15,000,000 | 0 | 7,547,954 | 0 | -912,171 | 21,635,783 |
| 5.03 | Restated Opening Balances | 15,000,000 | 0 | 7,547,954 | 0 | -912,171 | 21,635,783 |
| 5.05 | Total Comprehensive Income | 0 | 0 | 0 | -657,946 | 0 | -657,946 |
| 5.05.01 | Net Income for the Period | 0 | 0 | 0 | -657,946 | 0 | -657,946 |
| 5.07 | Closing Balances | 15,000,000 | 0 | 7,547,954 | -657,946 | -912,171 | 20,977,837 |
PAGE: 10 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Parent Company’s Financial Statements / Statement of Changes in Equity - 1/01/2019 to 3/31/2019
(R$ thousand)
| Code | Description | Paid-up Capital | Capital Reserves, Options Granted and Treasury Shares | Profit Reserves | Retained Earnings/ Accumulated Losses | Other Comprehensive Income | Equity |
|---|---|---|---|---|---|---|---|
| 5.01 | Opening Balances | 15,000,000 | 0 | 5,100,783 | 0 | -549,095 | 19,551,688 |
| 5.03 | Restated Opening Balances | 15,000,000 | 0 | 5,100,783 | 0 | -549,095 | 19,551,688 |
| 5.05 | Total Comprehensive Income | 0 | 0 | 0 | 647,291 | 0 | 647,291 |
| 5.05.01 | Net Income for the Period | 0 | 0 | 0 | 647,291 | 0 | 647,291 |
| 5.07 | Closing Balances | 15,000,000 | 0 | 5,100,783 | 647,291 | -549,095 | 20,198,979 |
PAGE: 11 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
P arent Company’s Financial Statements / Statement of Value Added
(R$ thousand)
| Code | Description | YTD Current Year | YTD Previous Year |
|---|---|---|---|
| 1/01/2020 to 3/31/2020 | 1/01/2019 to 3/31/2019 | ||
| 7.01 | Revenue | 4,178,865 | 4,146,906 |
| 7.01.01 | Goods, Products and Services Sold | 3,803,878 | 3,536,147 |
| 7.01.02 | Other Revenue | 11,056 | 14,992 |
| 7.01.03 | Revenue from Construction of Own Assets | 521,420 | 603,527 |
| 7.01.04 | Allowance for/Reversal of Doubtful Accounts | -157,489 | -7,760 |
| 7.02 | Inputs Acquired from Third Parties | -1,571,533 | -1,476,216 |
| 7.02.01 | Costs of Sales and Services | -1,273,809 | -1,252,380 |
| 7.02.02 | Materials, Electricity, Outsourced Services and Others | -290,438 | -218,278 |
| 7.02.04 | Other | -7,286 | -5,558 |
| 7.03 | Gross Value Added | 2,607,332 | 2,670,690 |
| 7.04 | Retentions | -483,569 | -410,863 |
| 7.04.01 | Depreciation, Amortization and Depletion | -483,569 | -410,863 |
| 7.05 | Net Value Added Produced | 2,123,763 | 2,259,827 |
| 7.06 | Wealth Received in Transfer | 108,608 | 108,983 |
| 7.06.01 | Equity Results | 3,575 | 1,764 |
| 7.06.02 | Financial Income | 105,033 | 107,219 |
| 7.07 | Total Value Added to Distribute | 2,232,371 | 2,368,810 |
| 7.08 | Value Added Distribution | 2,232,371 | 2,368,810 |
| 7.08.01 | Personnel | 613,926 | 622,298 |
| 7.08.01.01 | Salaries and Wages | 424,388 | 395,114 |
| 7.08.01.02 | Benefits | 153,515 | 206,362 |
| 7.08.01.03 | Government Severance Indemnity Fund for Employees (FGTS) | 36,023 | 20,822 |
| 7.08.02 | Taxes and Contributions | 120,651 | 753,670 |
| 7.08.02.01 | Federal | 68,333 | 705,250 |
| 7.08.02.02 | State | 38,819 | 34,489 |
| 7.08.02.03 | Municipal | 13,499 | 13,931 |
| 7.08.03 | Value Distributed to Providers of Capital | 2,155,740 | 345,551 |
| 7.08.03.01 | Interest | 2,151,496 | 332,670 |
| 7.08.03.02 | Rental | 4,244 | 12,881 |
| 7.08.04 | Value Distributed to Shareholders | -657,946 | 647,291 |
| 7.08.04.03 | Retained Earnings / Accumulated Loss for the Period | -657,946 | 647,291 |
PAGE: 12 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
1. Quarter Highlights
In 1Q20, the Company recorded net loss of R$ 657.9 million, versus net income of R$ 647.3 million in 1Q19, a decrease of R$ 1,305.2 million .
Adjusted EBITDA totaled R$ 1,483.8 million, R$ 60.9 million less than the R$ 1,544.7 million recorded in 1Q19 .
The main highlights of 1Q20 results were :
(a) Economic instability worsened by COVID-19
The world economic instability worsened by the COVID-19 pandemic led to an appreciation in the Dollar and Yen against the Real, significantly affecting financial expenses on loans and financing denominated in foreign currency. In 1Q20, expenses with exchange variations on loans and financing increased by R$ 1,796.3 million .
In addition to the effect on financial expenses, there was an impact on the allowance for doubtful accounts, in the amount of R$ 149.7 million .
(b) Operation in the municipality of Santo André
The operation in the municipality of Santo André, started in August 2019, increased gross operating revenue by R$ 80.1 million and expenses by R$ 65.0 million quarter over quarter in 1Q20, as shown below :
| Impacts of Santo André (R$ million) | 1Q20 | 1Q19 | Var. — R$ |
|---|---|---|---|
| Gross Revenue - Wholesale (1) | - | 13.0 | (13.0) |
| Revenue - Retail (2) | 93.1 | - | 93.1 |
| (=) Total Gross Revenue | 93.1 | 13.0 | 80.1 |
| COFINS and PASEP taxes | (6.9) | (1.0) | (5.9) |
| Net Revenue | 86.2 | 12.0 | 74.2 |
| Costs and expenses (3) | (44.5) | - | (44.5) |
| Allowance for doubtful accounts | (0.7) | 19.8 | (20.5) |
| (=) Total Expenses | (45.2) | 19.8 | (65.0) |
| (=) Net effect | 41.0 | 31.8 | 9.2 |
(1) Revenue in 1Q19, referring to wholesale billing .
(2) Revenue in 1Q20, referring to retail billing, due to the operation .
(3) Costs and expenses in 1Q20, related to the operation (excluding indirect costs and expenses ).
(c) Signing of a new health plan with Fundação CESP - FUNCESP
With the start of the health plan administered by Fundação CESP, in August 2019, healthcare expenses fell by R$ 44.9 million in 1Q20, as shown below :
| R$ million | 1Q20 | 1Q19 | Var. |
|---|---|---|---|
| Healthcare expenses | (54.0) | (98.9) | 44.9 |
PAGE: 13 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
2. Financial Highlights
R$ million
| 1Q20 | 1Q19 | Var. — R$ | % | |
|---|---|---|---|---|
| Gross operating revenue | 3,803.9 | 3,536.1 | 267.8 | 7.6 |
| Construction revenue | 521.4 | 603.5 | (82.1) | (13.6) |
| COFINS and PASEP and TRCF taxes | (282.9) | (261.1) | (21.8) | 8.3 |
| (=) Net operating revenue | 4,042.4 | 3,878.5 | 163.9 | 4.2 |
| Costs and expenses | (2,536.9) | (2,156.4) | (380.5) | 17.6 |
| Construction costs | (508.8) | (590.0) | 81.2 | (13.8) |
| Equity result | 3.6 | 1.8 | 1.8 | 100.0 |
| Other operating revenues (expenses), net | 2.8 | 7.8 | (5.0) | (64.1) |
| (=) Earnings before financial result, income tax and social contribution | 1,003.1 | 1,141.7 | (138.6) | (12.1) |
| Financial result | (1,980.3) | (150.5) | (1,829.8) | - |
| (=) Earnings before income tax and social contribution | (977.2) | 991.2 | (1,968.4) | (198.6) |
| Income tax and social contribution | 319.3 | (343.9) | 663.2 | (192.8) |
| (=) Net income/(loss) | (657.9) | 647.3 | (1,305.2) | (201.6) |
| Earnings /(loss) per share (R$)* | (0.96) | 0.95 |
(*) Total shares = 683,509,869
Adjusted EBITDA Reconciliation (non-accounting measures)
R$ million
| 1Q20 | 1Q19 | Var. — R$ | % | |
|---|---|---|---|---|
| Net income/(loss) | (657.9) | 647.3 | (1,305.2) | (201.6) |
| Income tax and social contribution | (319.3) | 343.9 | (663.2) | (192.8) |
| Financial result | 1,980.3 | 150.5 | 1,829.8 | - |
| Other operating revenues (expenses), net | (2.8) | (7.8) | 5.0 | (64.1) |
| (=) Adjusted EBIT* | 1,000.3 | 1,133.9 | (133.6) | (11.8) |
| Depreciation and amortization | 483.5 | 410.8 | 72.7 | 17.7 |
| (=) Adjusted EBITDA** | 1,483.8 | 1,544.7 | (60.9) | (3.9) |
| (%) Adjusted EBITDA margin | 36.7 | 39.8 |
** Adjusted EBITDA corresponds to net income/(loss) before: (i) other operating revenues (expenses), net; (ii) financial result; (iii) income tax and social contribution and; (iv) depreciation and amortization expenses.
In 1Q20, net operating revenue, which considers construction revenue, totaled R$ 4,042.4 million, up 4.2% from 1Q19 .
Costs and expenses, which consider construction costs, totaled R$ 3,045.7 million, up 10.9% from 1Q19 .
Adjusted EBIT totaled R$ 1,000.3 million, down 11.8% from the R$ 1,133.9 million recorded in 1Q19 .
Adjusted EBITDA totaled R$ 1,483.8 million, down 3.9% from the R$ 1,544.7 million recorded in 1Q19 (R$ 7,449.6 million in the last twelve months ).
The adjusted EBITDA margin was 36.7% in 1Q20, compared to 39.8% in 1Q19 (41.1% in the last twelve months ).
Excluding the effects of revenues and construction costs, adjusted EBITDA margin reached 41.8% in 1Q20, compared to 46.8% in 1Q19 (48.3% in the last 12 months).
In 1Q20, the Company recorded net loss of R$ 657.9 million, compared to net income of R$ 647.3 million in 1Q19 .
PAGE: 14 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
3. Gross operating revenue
Gross operating revenue related to sanitation services, in the amount of R$ 3,803.0 million, which does not consider construction revenue, increased by R$ 267.8 million, or 7.6%, from the R$ 3,536.1 million recorded in 1Q19 .
The main factors that led to this variation were :
· 4.7% tariff adjustment since May 2019 ;
· 2.2% increase in total billed volume, of which 2.0% from water services and 2.5% from sewage services, excluding the volumes of Santo André ;
· R$ 80.1 million increase in operating revenue, due to the operation in the municipality of Santo André, which started in August 2019 .
4. Construction revenue
In 1Q20, construction revenue decreased by R$ 81.2 million, or 13.8%, when compared to 1Q19, mainly due to higher investments in the construction of assets in 1Q19 .
PAGE: 15 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
5. Billed volume
The tables below show water and sewage billed volumes quarter over quarter, according to customer category and region. The volumes from the municipality of Santo André are presented separately .
| WATER AND SEWAGE BILLED VOLUME (1) PER CUSTOMER CATEGORY – million m 3 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Water | Sewage | Water + Sewage | |||||||
| Category | 1Q20 | 1Q19 | Var. % | 1Q20 | 1Q19 | Var. % | 1Q20 | 1Q19 | Var. % |
| Residential | 442.1 | 432.1 | 2.3 | 381.1 | 369.8 | 3.1 | 823.2 | 801.9 | 2.7 |
| Commercial | 43.7 | 43.6 | 0.2 | 42.4 | 42.3 | 0.2 | 86.1 | 85.9 | 0.2 |
| Industrial | 8.0 | 8.2 | (2.4) | 9.7 | 9.9 | (2.0) | 17.7 | 18.1 | (2.2) |
| Public | 10.3 | 10.4 | (1.0) | 9.2 | 9.3 | (1.1) | 19.5 | 19.7 | (1.0) |
| Total retail | 504.1 | 494.3 | 2.0 | 442.4 | 431.3 | 2.6 | 946.5 | 925.6 | 2.3 |
| Wholesale (3) | 21.2 | 20.5 | 3.4 | 4.0 | 4.3 | (7.0) | 25.2 | 24.8 | 1.6 |
| Subtotal | 525.3 | 514.8 | 2.0 | 446.4 | 435.6 | 2.5 | 971.7 | 950.4 | 2.2 |
| Santo André (4) | 13.1 | 17.7 | (26.0) | 13.1 | 4.3 | 204.7 | 26.2 | 22.0 | 19.1 |
| Total | 538.4 | 532.5 | 1.1 | 459.5 | 439.9 | 4.5 | 997.9 | 972.4 | 2.6 |
| Water | Sewage | Water + Sewage | |||||||
| WATER AND SEWAGE BILLED VOLUME (1) PER REGION – million m 3 | |||||||||
| Water | Sewage | Water + Sewage | |||||||
| Region | 1Q20 | 1Q19 | Var. % | 1Q20 | 1Q19 | Var. % | 1Q20 | 1Q19 | Var. % |
| Metropolitan | 331.9 | 322.2 | 3.0 | 291.3 | 281.4 | 3.5 | 623.2 | 603.6 | 3.2 |
| Regional (2) | 172.2 | 172.1 | 0.1 | 151.1 | 149.9 | 0.8 | 323.3 | 322.0 | 0.4 |
| Total retail | 504.1 | 494.3 | 2.0 | 442.4 | 431.3 | 2.6 | 946.5 | 925.6 | 2.3 |
| Wholesale (3) | 21.2 | 20.5 | 3.4 | 4.0 | 4.3 | (7.0) | 25.2 | 24.8 | 1.6 |
| Subtotal | 525.3 | 514.8 | 2.0 | 446.4 | 435.6 | 2.5 | 971.7 | 950.4 | 2.2 |
| Santo André (4) | 13.1 | 17.7 | (26.0) | 13.1 | 4.3 | 204.7 | 26.2 | 22.0 | 19.1 |
| Total | 538.4 | 532.5 | 1.1 | 459.5 | 439.9 | 4.5 | 997.9 | 972.4 | 2.6 |
(1) Unaudited
(2) Including coastal and interior regions
(3) Wholesale includes volumes of reuse water and non-domestic sewage
(4) Billed volume in the retail segment in 1Q20 and in the wholesale segment in 1Q19
PAGE: 16 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
6. Costs, administrative & selling expenses and construction costs
Costs, administrative & selling expenses and construction costs increased by R$ 299.3 million in 1Q20 (10.9%). Excluding construction costs, the increase was R$ 380.5 million (17.6 %).
Costs, administrative & selling expenses and construction costs as a percentage of net revenues was 75.3% in 1Q20, compared to 70.8% in 1Q19 .
R$ million
| 1Q20 | 1Q19 | Var. — R$ | % | |
|---|---|---|---|---|
| Salaries and payroll charges and Pension plan obligations | 677.8 | 681.0 | (3.2) | (0.5) |
| General supplies | 65.7 | 57.4 | 8.3 | 14.5 |
| Treatment materials | 93.8 | 86.7 | 7.1 | 8.2 |
| Services | 424.1 | 422.2 | 1.9 | 0.5 |
| Electricity | 326.5 | 283.0 | 43.5 | 15.4 |
| General expenses | 292.4 | 191.7 | 100.7 | 52.5 |
| Tax expenses | 15.6 | 15.8 | (0.2) | (1.3) |
| Sub-total | 1,895.9 | 1,737.8 | 158.1 | 9.1 |
| Depreciation and amortization | 483.5 | 410.8 | 72.7 | 17.7 |
| Allowance for doubtful accounts | 157.5 | 7.8 | 149.7 | 1,919.2 |
| Subtotal | 641.0 | 418.6 | 222.4 | 53.1 |
| Costs, administrative and selling expenses | 2,536.9 | 2,156.4 | 380.5 | 17.6 |
| Construction costs | 508.8 | 590.0 | (81.2) | (13.8) |
| Costs, adm & selling expenses and construction costs | 3,045.7 | 2,746.4 | 299.3 | 10.9 |
| % of net revenue | 75.3 | 70.8 |
Salaries and payroll charges and Pension plan liabilities
In 1Q20, the R$ 3.2 million decrease was due to: (i) the R$ 44.9 million decrease in healthcare expenses; and (ii) the R$ 8.9 million decrease with pension plans, as a result of changes in the actuarial assumptions .
The decreases were partially offset by the R$ 47.1 million increase, mainly the 4.99% salary adjustment in May 2019 and the application of 2.0% referring to the Career and Salaries Plan ( Plano de Cargos e Salários ) in February 2020.
Services
Expenses with services totaled R$ 424.1 million, an increase of R$ 1.9 million, or 0.5%, from the R$ 422.2 million recorded in 1Q19. The main changes were :
· R$ 21.5 million increase in labor expenses with employees assigned by the municipality of Santo André;
· R$ 15.2 million increase in customer services ;
· R$ 15.8 million decrease with meter reading and bill delivery ;
· R$ 15.2 million decrease in labor expenses with employees assigned by the municipality of Guarulhos; and
· R$ 9.1 million decrease in technical services for reduction of losses .
PAGE: 17 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
Electricity
Electricity expenses totaled R$ 326.5 million in 1Q20, up R$ 43.5 million, or 15.4%, from the R$ 283.0 million recorded in 1Q19. Of total electricity expenses, the Free Market Tariffs ( Ambiente de Contratação Livre - ACL) accounted for 44.9% (including the Grid Market Tariffs ( Tarifas de Uso do Sistema de Distribuição - TUSD)), while the Regulated Market Tariffs ( Ambiente de Contratação Regulada - ACR) accounted for 55.1 %.
The variations were mainly due to :
· Average increase of 24.3% in ALC prices, with a 52.3% increase in consumption; and
· Average increase of 0.3% in ACR tariffs, with a 10.2% decrease in consumption .
General expenses
Increase of R$ 100.7 million, or 52.5%, totaling R$ 292.4 million in 1Q20, compared to the R$ 191.7 million recorded in 1Q19, mainly due to :
· Higher provisioning for lawsuits in 1Q20, in the amount of R$ 63.4 million, mainly because of reversals of lawsuits in 1Q19, in the amount of R$ 45.9 million, arising from changes in the expectation of loss; and
· Higher provision for transfer to Municipal Sanitation Funds, in the amount of R$ 8.5 million, with the main increase referring to the municipality of São Paulo, totaling R$ 2.1 million .
Depreciation and amortization
Increase of R$ 72.7 million, or 17.7%, from the startup of intangible assets, in the amount of R$ 3.4 billion .
Allowance for doubtful accounts
Increase of R$ 149.7 million, as a result of higher default recorded in 1Q20 and the expectation of an increase in future losses, due to the economic instability worsened by COVID-19.
PAGE: 18 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
7. Financial result
R$ million
| 1Q20 | 1Q19 | Var. — R$ | % | |
|---|---|---|---|---|
| Financial expenses, net of income | (159.0) | (150.7) | (8.3) | 5.5 |
| Monetary and exchange variations, net | (1,821.3) | 0.2 | (1,821.5) | - |
| Financial Result | (1,980.3) | (150.5) | (1,829.8) | - |
Financial expenses, net of income
R$ million
| 1Q20 | 1Q19 | Var. — R$ | % | |
|---|---|---|---|---|
| Financial expenses | ||||
| Interest and charges on domestic loans and financing | (73.6) | (81.2) | 7.6 | (9.4) |
| Interest and charges on international loans and financing | (49.1) | (42.4) | (6.7) | 15.8 |
| Other financial expenses | (99.1) | (104.2) | 5.1 | (4.9) |
| Total financial expenses | (221.8) | (227.8) | 6.0 | (2.6) |
| Financial income | 62.8 | 77.1 | (14.3) | (18.5) |
| Financial expenses, net of income | (159.0) | (150.7) | (8.3) | 5.5 |
Increase of R$ 8.3 million, due to :
· R$ 7.6 million decrease in interest and charges on domestic loans and financing, mainly due to the reduction of the DI rate and the long-term interest rate in 1Q20 (3.65% and 5.09%, respectively), compared to 1Q19 (6.40% and 7.03%, respectively );
· R$ 6.7 million increase in interest and charges on international loans and financing, as a result of: (i) higher appreciation of the Dollar against the Real in 1Q20, compared to the appreciation recorded in 1Q19 (29.0% and 0.6%, respectively); and (ii) appreciation of the Yen against the Real in 1Q20, compared to the depreciation recorded in 1Q19 (30.1% and -0.2%, respectively );
· R$ 5.1 million decrease in other financial expenses, as a result of lower recognition of interest on lawsuits, in the amount of R$ 5.0 million; and
· R$ 14.3 million decrease in financial income, mostly from the lower yield on financial investments in 1Q20, due to the reduction in the remuneration of the DI rate .
Monetary and exchange variations, net
R$ million
| 1Q20 | 1Q19 | Var. — R$ | % | |
|---|---|---|---|---|
| Monetary and exchange variations on liabilities | ||||
| Monetary variation on loans and financing | (18.6) | (16.7) | (1.9) | 11.4 |
| Exchange variation on loans and financing | (1,796.5) | (0.2) | (1,796.3) | - |
| Other monetary variations | (43.6) | (8.0) | (35.6) | 445.0 |
| Total monetary and exchange variations on liabilities | (1,858.7) | (24.9) | (1,833.8) | - |
| Monetary/exchange variation on assets | 37.4 | 25.1 | 12.3 | 49.0 |
| Monetary/exchange variations, net | (1,821.3) | 0.2 | (1,821.5) | - |
The effect of net monetary and exchange variation in 1Q20 was R$ 1,821.5 million higher than in 1Q19, highlighting :
PAGE: 19 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
· R$ 1,796.3 million increase in exchange variations on loans and financing, due to: (i) higher appreciation of the Dollar against the Real in 1Q20, compared to the appreciation recorded in 1Q19 (29.0% and 0.6%, respectively); and (ii) appreciation of the Yen against the Real in 1Q20, compared to the depreciation recorded in 1Q19 (30.1% and -0.2%, respectively); and
· R$ 35.6 million increase in other monetary variations, due to: (i) monetary variation on the liabilities of the São Lourenço Production System, in the amount of R$ 18.8 million; and (ii) increase in monetary variation on lawsuits, in the amount of R$ 14.6 million .
8. Income tax and social contribution
The loss recorded in 1Q20, mainly caused by the increase in expenses with exchange variation and allowance for doubtful accounts, reduced income tax and social contribution by R$ 663.2 million .
9. Indicators
Operating
| Operating indicators (*) | 1Q20 | 1Q19 | % |
|---|---|---|---|
| Water connections (1) | 9,980 | 9,484 | 5.2 |
| Sewage connections (1) | 8,375 | 7,893 | 6.1 |
| Population directly served - water (2) | 27.1 | 26.2 | 3.4 |
| Population directly served - sewage (2) | 23.9 | 22.8 | 4.8 |
| Number of employees | 13,923 | 14,213 | (2.0) |
| Water volume produced (3) | 731 | 719 | 1.6 |
| IPM - Measured water loss (%) (4) | 28.9 | 29.9 | (3.3) |
| IPDt (liters/connection x day) (4) | 284 | 291 | (2.4) |
(1) Total connections, active and inactive, in thousand units at the end of the period
(2) In million inhabitants, at the end of the period. Does not include wholesale
(3) In millions of cubic meters
(4) Does not include Guarulhos and Santo André
(*) Unaudited
Managerial
The Managerial performance indicators below show gross revenue, operating expense and EBITDA, all of them per billed cubic meter .
The historical series is presented since 2014, based on quarterly accounting data released by the Company, excluding some non-recurring and significant events that would distort the result .
In order to check the behavior of the period on a same price basis, all indicators were calculated on average values for 1Q20, adjusted by the variation of the Amplified Consumer Price Index (IPCA) .
Gross revenue per billed cubic meter shows average growth, especially after 3Q15 . In 1Q20, the result was higher than in 1Q19.
Operating expenses per billed cubic meter increased in a controlled manner, compatible with the expansion of the operations, quarter over quarter, showing flat average behavior and disciplined management of costs .
Finally, EBITDA per cubic meter showed average growth in 1Q20, mainly because of the behavior of gross revenues and operating expenses .
PAGE: 20 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
Total Gross Revenue per m³ Billed - R$/m³
Figures at 1Q20 average prices, updated by IPCA
The following were not considered:
Revenue:
Construction revenue
R$ 928 million referring to the agreement with Guarulhos in 4Q18
R$ 1,254 million referring to the agreement with Santo André in 3Q19
Operating Expenses per m³ Billed - R$/m³
Figures at 1Q20 average prices, updated by IPCA
Expenses considered : personnel, treatment materials, general supplies, third-party services, electricity, general expenses and tax expenses
Reversals excluded:
R$ 696 million referring to the agreement with the State Government in 1Q15
R$ 307 million referring to the migration of the additional pension plan in 3Q16
R$ 173 million referring to the end of TAC Retirees in 3Q19
PAGE: 21 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
EBITDA per m³ Billed - R$/m³
Figures at 1Q20 average prices, updated by IPCA
The following were not considered:
Revenue:
R$ 928 million referring to the agreement with Guarulhos in 4Q18
R$ 1.254 million referring to the agreement with Santo André in 3Q19
Reversal of Expenses:
R$ 696 million referring to the agreement with the State Government in 1Q15
R$ 307 million referring to the migration of the additional pension plan in 3Q16
R$ 173 million referring to the end of TAC Retirees in 3Q19
Economic
| Economic variables at the close of the quarter (*) | 1Q20 | 1Q19 |
|---|---|---|
| Amplified Consumer Price Index (1) | 0.53 | 1.51 |
| National Consumer Price Index (1) | 0.54 | 1.68 |
| Consumer Price Index (1) | 0.50 | 1.64 |
| Referential Rate (1) | 0.0000 | 0.0000 |
| Interbank Deposit Certificate (2) | 3.65 | 6.40 |
| DOLLAR (3) | 5.1987 | 3.8967 |
| YEN (3) | 0.04835 | 0.03521 |
(1) Accrued in the year (%)
(2) Annual average
(3) Ptax sale rate on the last day
(*) Unaudited
PAGE: 22 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
10. Loans and financing
On April 27, 2020, the Company held its 25th debenture issue, in a single series, in the amount of R$ 1.45 billion. The proceeds will be allocated to refinance financial commitments maturing in 2020 and to recompose cash. The maturity will be October 2021 at an interest rate of CDI + 3.30% p .a.
It is also worth noting that the Company translated into Reais the debit balance of loan 2202/OC-BR contracted with the Inter-American Development Bank (BID) related to Phase III of the Tietê River Depollution Program, amounting to US$ 494,616,801.20, as detailed below :
· Date: Execution: April 27, 2020 / effective: May 5, 2020
· Expiration: September 3, 2035
· Amortization: semi-annual installments
· Total amount:
Ø From: US$ 494,616,801.20
Ø To: R$ 2,810,907,281.22
· Interest rate:
Ø From: Dollar - Libor 3 months + 0.39% per year (*)
Ø To: Reais - DI + 0.06% per year (*)
() On this rate, the variable margin for borrowings from BID Ordinary Capital is added. This rate is periodically determined by the bank and today is at 80 bps*
| R$ mil | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| DEBT PROFILE | |||||||||
| INSTITUTION | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | TOTAL | % Total |
| Local | |||||||||
| Debentures | 267,386 | 486,141 | 565,208 | 367,886 | 702,802 | 282,068 | 651,173 | 3,322,664 | 23 |
| Brazilian Federal Savings Bank | 63,998 | 89,190 | 94,042 | 86,950 | 85,771 | 91,143 | 919,259 | 1,430,353 | 10 |
| BNDES | 100,938 | 134,584 | 134,584 | 128,892 | 123,400 | 105,467 | 435,966 | 1,163,831 | 8 |
| Lease | 79,224 | 50,758 | 35,024 | 34,039 | 37,080 | 40,401 | 258,976 | 535,502 | 4 |
| Others | 1,396 | 2,918 | 3,101 | 3,050 | 1,384 | 1,269 | - | 13,118 | 0 |
| Interest and charges | 52,200 | - | - | - | - | - | - | 52,200 | 0 |
| Total Local | 565,142 | 763,591 | 831,959 | 620,817 | 950,437 | 520,348 | 2,265,374 | 6,517,668 | 45 |
| Foreign | |||||||||
| BID | 109,664 | 219,327 | 219,327 | 219,327 | 219,327 | 219,327 | 1,644,141 | 2,850,440 | 20 |
| BIRD | 15,803 | 31,606 | 31,606 | 31,606 | 31,606 | 31,606 | 269,251 | 443,084 | 3 |
| Eurobonds | 1,818,927 | - | - | - | - | - | - | 1,818,927 | 13 |
| JICA | 106,795 | 203,546 | 203,546 | 203,546 | 203,546 | 203,546 | 1,529,089 | 2,653,614 | 18 |
| BID 1983AB | 91,977 | 39,990 | 39,990 | 38,734 | - | - | - | 210,691 | 1 |
| Interest and other charges | 55,944 | - | - | - | - | - | - | 55,944 | 0 |
| Total Foreign | 2,199,110 | 494,469 | 494,469 | 493,213 | 454,479 | 454,479 | 3,442,481 | 8,032,700 | 55 |
| Total | 2,764,252 | 1,258,060 | 1,326,428 | 1,114,030 | 1,404,916 | 974,827 | 5,707,855 | 14,550,368 | 100 |
PAGE: 23 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Performance
Covenants
The table below shows the most restrictive covenants in 1Q20:
| Covenants | |
|---|---|
| Adjusted EBITDA/Adjusted Financial Expenses | Equal to or higher than 2.80 |
| Adjusted Net Debt/Adjusted EBITDA | Equal to or lower than 3.80 |
| Adjusted Total Debt /Adjusted EBITDA | Lower than 3.65 |
| Other Onerous Debt (1) /Adjusted EBITDA | Equal to or lower than 1.30 |
| Adjusted Current Ratio | Higher than 1.00 |
| EBITDA/Financial Expenses Paid | Equal to or higher than 2.35 |
| Net Debt/Adjusted EBITDA | Equal to or lower than 3.50 |
( 1 ) “ Other Onerous Debts” correspond to the sum of pension plan liabilities and healthcare plan, installment payment of tax debts and installment payment of debts with the electricity supplier .
11. Capex
The Company invested R$ 715.9 million in 1Q20, R$ 283.7 million of which correspond to investments that did not affect cash .
PAGE: 24 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
1 Operations
Companhia de Saneamento Básico do Estado de São Paulo ("SABESP" or the "Company") is a mixed-capital company headquartered in São Paulo, at Rua Costa Carvalho, 300, CEP 05429-900, controlled by the São Paulo State Government (GESP). The Company is engaged in the provision of basic and environmental sanitation services in the São Paulo State, as well as it supplies treated water and sewage services on a wholesale basis.
In addition to providing basic sanitation services in the São Paulo State, SABESP may perform activities in other states and countries, and can operate in drainage, urban cleaning, solid waste handling and energy markets. SABESP aims to be a world reference in the provision of sanitation services, in a sustainable, competitive and innovative manner, with a focus on customers.
As of March 31, 2020, the Company operated water and sewage services in 372 municipalities of the São Paulo State. Most of these municipalities’ operations are based on 30-year concession, program and services contracts; of the 372 municipalities served, 326 have already signed contracts, pursuant to Law 11,445/2007 .
Management believes that concession agreements expired and not yet renewed will result in new contracts, disregarding the risk of discontinuity in the provision of municipal water supply and sewage services. The table below shows a summary of the contractual situation of the municipalities served:
| March 31, 2020 | December 31, 2019 | March 31, 2019 | |
|---|---|---|---|
| Total municipalities that have already signed contracts* | 328 | 325 | 307 |
| Balance – intangible and contract assets | 36,171,535 | 35,990,087 | 29,399,362 |
| Percentage of intangible and contract assets | 90.05% | 90.10% | 79.94% |
| Revenue from sanitation services (excluding construction revenue) | 3,498,608 | 13,700,777 | 2,991,621 |
| Percentage of revenue from sanitation services (excluding construction revenue) | 91.97% | 84.92% | 84.60% |
| Municipalities with contracts under negotiation (expired): | 20 | 21 | 35 |
| Balance – intangible and contract assets | 1,627,183 | 1,637,878 | 4,448,997 |
| Percentage of intangible and contract assets | 4.05% | 4.10% | 12.10% |
| Revenue from sanitation services (excluding construction revenue) | 127,216 | 451,603 | 247,981 |
| Percentage of revenue from sanitation services (excluding construction revenue) | 3.34% | 2.80% | 7.01% |
| Municipalities with concession agreements due by 2030: | 26 | 27 | 31 |
| Balance – intangible and contract assets | 1,183,899 | 1,181,172 | 1,990,562 |
| Percentage of intangible and contract assets | 2.95% | 2.96% | 5.41% |
| Revenue of revenue from sanitation services (excluding construction revenue) | 149,229 | 588,628 | 255,663 |
| Percentage of revenue from sanitation services (excluding construction revenue) | 3.92% | 3.65% | 7.23% |
| Municipality of São Paulo: | |||
| Percentage of intangible and contract assets | 43.00% | 43.37% | 46.76% |
| Percentage of revenue from sanitation services (excluding construction revenue) | 45.65% | 44.48% | 47.39% |
| * Includes the municipalities of Tapiratiba and Tejupá, which signed contracts in October 2019 and March 2020, and will be provided with services as from April and September 2020, respectively. |
PAGE: 25 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
The Company operates under an authorization by public deeds, which are valid and governed by the Brazilian Civil Code, in the municipalities of Ilhabela, Juquitiba and Ubatuba. The revenue from sanitation services (excluding construction revenue) of these municipalities in the three-month period ended March 31, 2020, totaled R$ 25,351 (R$ 23,710 in the three-month period ended March 31, 2019) and the total amount of intangible and contract assets for these municipalities was R$ 351,455 as of March 31, 2020 (R$ 351,441 as of March 31, 2019 ).
The Company's shares have been listed in the Novo Mercado segment of B3 under ticker SBSP3 since April 2002 and on the New York Stock Exchange (NYSE) as American Depositary Receipts (“ADRs”) Level III, under ticker SBS, since May 2002 .
Since 2008, the Company has been setting up partnerships with other companies, which resulted in the following companies: Sesamm, Águas de Andradina, Saneaqua Mairinque, Aquapolo Ambiental, Águas de Castilho, Attend Ambiental and Paulista Geradora de Energia. Although SABESP has no majority interest in the capital stock of these companies, the shareholders’ agreements provide for the power of veto and casting vote in certain issues jointly with associates, indicating the shared control in the management of investees .
Economic instability worsened by COVID-19
The global economic instability worsened in early 20 2 0 with the outbreak of a new c o r ona vir us , which was considered pandemic by the World Health Organization. Accordingly, S A BES P has adopted and has taken all preventive measures to ensure the c o nt i n uity and quality of the services provided to the population, given that the services rendered by the Company have become even more essential to the society in the context of the COVI D - 1 9 pandemic and any interruption in water supply by a basic sanitation company may compromise the guidance given by the World Health Organization (WH O ) for everyone to keep good hygiene habits, such as washing hands correctly and more frequently .
The Company implemented a number of preventive measures so that its employees are not exposed situations of risks, such as: (i) employees from the administrative sectors (especially) and those with more than 60 years of age are working from their houses; (ii) restriction of domestic and international trips; (iii) use of remote means of communication; and (iv) anticipation of the vaccination campaign; among others. The Company also took all necessary preventive measures so that employees with strategic functions can work without increasing the risk of contamination, thus ensuring the continuity in the provision of essential services.
Some materials used to treat water and sewage are imported and may undergo some type of restriction, but they can be replaced by alternative products in Brazil. Accordingly, Management does not expect any negative effects on the Company’s operations.
PAGE: 26 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
As of March 19, 2020, the Company’s Board of Directors approved the proposal to exempt customers in the R esidenci a l S o cia l and R esidencia l Fav e la categories from paying water and sewage bills. The exemption comprises all municipalities operated by the Company, for a period of 9 0 days for bills issued as of April 1, 2 0 2 0 .
The economic instability, worsened by the COVI D - 19 pandemic, brought adverse effects to the Company, such as a reduction in revenues from commercial and industrial customers, postponement of the tariff adjustment, increase in default, high exchange volatility and increase in the cost of new fundraisings . Opposed to the adverse effects, there was a positive effect, such as the increase in revenues from residential customers , exc ep t f or the social and favela categories, as well as the postponement of the payment of 50 % of the Regulation, Control and Inspection Fee ( TRC F) to January 2021.
Because of the adverse effects, the Company reduced expenses and budget adjustments to preserve economic and financial sustainability and, on April 2 7, 202 0 , it held the 2 5 th debenture issue in the amount of R $ 1.4 5 b i llion . In addition to these initiatives, on April 28, 2020, the Company concluded the translation of a debt c ontracted with the Inter-American Development Bank ( BID), from U S $ 49 4 . 6 million to R $ 2, 8 1 0. 9 million, reducing its exposure to the variation of the US dollar .
Management expects that the initiatives implemented because of the impacts above-mentioned, in addition to the signature of contracts with the municipalities of Guarulhos and Santo André, improved water security, due to the works carried out, and the credit lines contracted for purposes of investments, will be sufficient to meet its commitments and not compromise the Company’s continuity.
The financial statements were approved by the Board of Directors on May 14, 2020 .
2 Basis of preparation and presentation of the interim financial information
Presentation of the interim financial information
The interim financial information as of March 31, 2020, was prepared based on the provisions of CPC 21 (R1) – Interim Financial Information and the international standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), applicable to the preparation of Quarterly Information Form – ITR and they are fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). Accordingly, this interim information takes into consideration the Official Letter CVM/SNC/SEP 003 of April 28, 2011, which allows the entities to present selected notes to the financial statements, in cases of redundant information already disclosed in the Annual Financial Statements. The interim financial information for March 31, 2020, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the Annual Financial Statements as of December 31, 2019, prepared pursuant to the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB and pursuant to the accounting practices adopted in Brazil, which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee - CPC. Therefore, in this interim financial information, the notes below were either not presented or are not as detailed as those in the annual financial statements (according to numerical references ):
i. Summary of significant accounting policies (Note 3);
ii. Changes in accounting practices and disclosures (Note 4);
iii. Risk management – financial instruments (Note 5.4);
iv. Key accounting estimates and judgments (Note 6);
v. Related-party balances and transactions (Note 10 );
vi. Investments (Note 11 );
PAGE: 27 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
vii. Contract asset (Note 1 3)
viii. Intangible assets (Note 14);
ix. Borrowings and financing (Note 1 6);
x. Deferred taxes and contributions (Note 18);
xi. Provisions (Note 19);
xii. Employees benefits (Note 20);
xiii. Equity (Note 2 3);
xiv. Insurance (Note 26);
xv. Financial income (expenses) (Note 29) .
All material information related to the interim financial information, and this information alone, is being disclosed and corresponds to the information used by the Company’s Management in its administration.
The amounts disclosed in the Notes to the interim financial information are in thousands of reais, unless otherwise stated.
3 Summary of significant accounting policies
The accounting policies used in the preparation of the interim financial information for the quarter ended March 31, 2020 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2019, disclosed on Note 3.
4 Risk Management
4.1 Financial Risk Management Financial risk factors
The Company's activities are affected by the Brazilian economic scenario, making it exposed to market risk (exchange rate and interest rate), credit risk and liquidity risk. The Company’s financial risk management is focused on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.
The Company has not utilized derivative instruments in any of the reported periods.
(a) Market risk
Foreign currency risk
SABESP’s foreign exchange exposure implies market risks associated with currency fluctuations, since the Company has foreign currency-denominated liabilities, mainly US dollar and yen-denominated short and long-term borrowings.
The management of SABESP’s foreign currency exposure considers several current and projected economic factors, besides market conditions.
PAGE: 28 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
This risk arises from the possibility that the Company may incur in losses due to exchange rate fluctuations that would impact liability balances of foreign currency-denominated borrowings and financing raised in the market and related financial expenses. The Company does not maintain hedge or swap contracts or any derivative financial instrument to hedge against this risk.
A significant amount of the Company’s financial debt is indexed to the US dollar and Yen, in the total amount of R$ 8,055,497 as of March 31, 2020 (R$ 6,382,009 as of December 31, 2019). The Company’s exposure to exchange risk is as follows:
| March 31, 2020 — Foreign currency | R$ | December 31, 2019 — Foreign currency | R$ | |
|---|---|---|---|---|
| Borrowings and financing – US$ | 1,027,747 | 5,342,948 | 1,051,881 | 4,239,817 |
| Borrowings and financing – Yen | 54,945,303 | 2,656,605 | 56,452,885 | 2,097,225 |
| Interest and charges from borrowings and financing – US$ | 50,638 | 32,242 | ||
| Interest and charges from borrowings and financing – Yen | 5,306 | 12,725 | ||
| Total exposure | 8,055,497 | 6,382,009 | ||
| Borrowing cost – US$ | (19,806) | (20,173) | ||
| Borrowing cost – Yen | (2,991) | (3,038) | ||
| Total foreign currency-denominated borrowings (Note 15) | 8,032,700 | 6,358,798 |
The 26.3% increase in foreign currency-denominated debt from March 31, 2019 to March 31, 2020 was mainly due to the appreciation of the US dollar and Yen against the Real, as shown below :
| March 31, — 2020 | December 31, — 2019 | Var. | |
|---|---|---|---|
| US$ | R$ 5 . 19 8 7 | R$ 4.0307 | 2 9 . 0 % |
| Yen | R$ 0.04835 | R $ 0 . 03 7 1 5 | 3 0 . 1 % |
From January to March 2020, the Company recorded R$ 1,796,539 from the exchange variation of the borrowing and financing agreements. As of March 31, 2020, if the Brazilian real had depreciated or appreciated by 10 percentage points, in addition to the impacts mentioned above, against the US dollar and Yen with all other variables held constant, effects on results before taxes on the three-month period ended March 31, 2020 would have been R$ 805,550 (R$ 663,328 for the three-month period ended March 31, 2019), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated loans .
Scenario I below presents the effect in income statements for the next 12 months, considering the projected rates of the US dollar and the Yen. Considering the other variables as remaining constant, the impacts for the next 12 months are shown in scenarios II and III with possible depreciations of 25% and 50%, respectively, in the Brazilian real .
PAGE: 29 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| Scenario I | Scenario II | Scenario III | |
|---|---|---|---|
| (Probable) | ( + 2 5 %) | (+50%) | |
| (*) | |||
| Net currency exposure as of March 31, 202 0 ( Liabilities ) in | |||
| US$ | 1, 02 7,7 4 7 | 1, 0 2 7 ,747 | 1. 0 2 7.747 |
| U S $ rate as of March 31, 2 0 20 | 5 . 19 8 7 | 5 . 1 9 87 | 5 , 1 9 87 |
| Exchange rate estimated according to the scenario | 5.0000 | 6 . 25 0 0 | 7,50000 |
| Difference between the rates | 0 . 19 8 7 | (1 . 0 5 1 3 ) | (2 , 3 0 1 3) |
| Effect on net financial result in R$ - gain/(loss) | 2 0 4, 2 1 3 | ( 1 , 080 ,47 0) | ( 2 . 36 5 . 1 5 4 ) |
| Net currency exposure as of March 31, 2 0 2 0 ( Liabilities) in | |||
| Yen | 54,945,303 | 54,945,303 | 54.945.303 |
| Yen rate as of March 31, 2 0 2 0 | 0.04835 | 0.04835 | 0,04835 |
| Exchange rate estimated according to the scenario | 0.04888 | 0 .0 6 110 | 0 , 0 7 3 3 2 |
| Difference between the rates | (0.00053) | (0.0127 5 ) | ( 0 ,024 9 7 ) |
| Effect on net financial result in R$ - (loss) | (29,1 2 1 ) | (700,553) | ( 1 .371. 9 84) |
| Total effect on net financial result in R$ - | |||
| gain/(loss) | 175,092 | ( 1 ,78 1 , 0 23) | ( 3 ,73 7 ,13 8 ) |
(*) For the probable scenario in US dollar, the exchange rate estimated for March 31, 2021 was used, pursuant to the BACEN Focus Report of May 8, 2020, while for the Yen, the average exchange rate was considered for the 12-month period after March 31, 2020, according to B3’s Reference Rates report of March 31, 2020 .
Interest rate risk
This risk arises from the possibility that the Company could incur losses due to fluctuations in interest rates, increasing the financial expenses related to borrowings and financing.
PAGE: 30 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
The Company has not entered into any derivative contract to hedge against this risk; however it continually monitors market interest rates, in order to evaluate the possible need to replace its debt.
The table below provides the Company's borrowings and financing subject to variable interest rate:
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| CDI (i) | 1 , 8 66 ,7 5 5 | 1 , 8 6 6 ,7 55 |
| TR (ii) | 1 , 6 69 ,0 1 5 | 1 , 6 7 5 , 2 0 3 |
| IPCA (iii) | 1,075,768 | 1,3 6 6,134 |
| TJLP (iv) | 1 , 32 9 ,4 60 | 1 , 3 8 1 , 3 4 2 |
| LIBOR (v) | 3, 523 , 4 0 4 | 2 , 8 2 9, 0 7 3 |
| Interest and charges | 6 4, 1 8 7 | 105,6 6 7 |
| Total | 9,5 2 8, 5 89 | 9 , 2 2 4,1 7 4 |
(i) CDI – ( Certificado de Depósito Interbancário), an interbank deposit certificate
(ii) TR – Interest Benchmark Rate
(iii) IPCA – ( Índice Nacional de Preços ao Consumidor Amplo ), a consumer price index
(iv) TJLP – ( Taxa de Juros a Longo Prazo ), a long-term interest rate index
(v) LIBOR - London Interbank Offered Rate
Another risk to which the Company is exposed is the mismatch of inflation adjustment indices of its debts with those of its service revenues. Tariff adjustments of services provided by the Company do not necessarily follow the increases in the inflation indexes to adjust loans, financing and interest rates affecting indebtedness.
As of March 31, 2020, if interest rates on borrowings and financing had been 1 percentage point higher or lower with all other variables held constant, the effects on profit before taxes for the three-month period ended March 31, 2020 would have been R$ 95,286 (R$ 81,193 for the three-month period ended March 31, 2019), lower or higher, mainly as a result of lower or higher interest expense on floating rate borrowings and financing.
(b) Credit risk
Credit risk arises from cash and cash equivalents, deposits in banks and financial institutions, as well as credit exposures to wholesale basis and retail customers, including outstanding accounts receivable, restricted cash and accounts receivable from related parties. Credit risk exposure to customers is mitigated by sales to a dispersed base.
The maximum exposures to credit risk as of March 31, 2020 are the carrying amounts of instruments classified cash and cash equivalents, restricted cash, trade receivables and accounts receivable from related parties in the reporting period. See additional information in Notes 6, 7, 8 and 9 .
PAGE: 31 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
Regarding the financial assets held with financial institutions, the credit quality that is not past due or subject to impairment loss can be assessed by reference to external credit ratings (if available) or to historical information about the bank’s default rates. For the credit quality of the banks, such as deposits and financial investments, the Company considers the lower rating published by three main international rating agencies (Fitch, Moody's and S&P), according to internal policy of market risk management:
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Cash and cash equivalents | ||
| AA(bra) | 2 ,2 66 , 0 9 0 | 2 , 1 9 3 ,7 2 5 |
| AAA(bra) | 38, 5 1 4 | 41,992 |
| Other (*) | 18,762 | 17,4 9 3 |
| 2 , 32 3 , 366 | 2 ,2 5 3 , 210 |
(*) This category includes current accounts and investment funds in banks whose balances were not significant.
The available credit rating information of the banks, as of March 31, 2020, in which the Company made deposit transactions and financial investments in local currency (R$ - local rating) during the period is as follows :
| Banks | Fitch | Moody's | Standard Poor's |
|---|---|---|---|
| Banco do Brasil S/A | AA(bra) | Aa1.br | - |
| Banco Santander Brasil S/A | - | Aaa.br | brAAA |
| Brazilian Federal Savings Bank | AA(bra) | Aa1.br | brAAA |
| Banco Bradesco S/A | AAA(bra) | Aa1.br | brAAA |
| Itaú Unibanco Holding S/A | AAA(bra) | A1.br | brAAA |
(c) Liquidity risk
The Company's liquidity is primarily reliant upon cash provided by operating activities and borrowings and financing obtained in the local and international capital markets. The liquidity risk management considers the assessment of its liquidity requirements to ensure it has sufficient cash to meet its operating and capital expenditures needs, as well as the payment of debts.
The funds held by the Company are invested in interest-bearing current accounts, time deposits and securities, selecting instruments with appropriate maturity or liquidity sufficient to provide margin as determined by projections mentioned above.
The table below shows the Company’s financial liabilities, into relevant maturities, including the installments of principal and future interest to be paid according to the agreement. Future interest was calculated based on the contractual clauses for all agreements. For agreements with floating interest rate, the interest rates used correspond to the base date of March 31, 2020 .
PAGE: 32 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| April to December — 2020 | 2021 | 2 0 22 | 2023 | 2024 | 2 0 2 5 — onwards | Total | |
|---|---|---|---|---|---|---|---|
| March 31, 2020 | |||||||
| Liabilities Borrowings and financing | 3,15 0 ,6 9 7 | 1 ,700,750 | 1,726, 4 9 4 | 1 ,447,6 7 1 | 1,695,025 | 7,721,5 9 8 | 1 7,442 , 2 35 |
| Trade payables and contractors | 2 4 2 , 1 0 6 | - | - | - | - | - | 2 4 2 , 1 06 |
| Services payable | 632 , 1 8 1 | - | - | - | - | - | 6 32 , 1 81 |
| Public-Private Partnership – PPP | 368,536 | 3 83,4 21 | 3 8 3,421 | 3 8 3 ,421 | 338,765 | 4,615 , 324 | 6 ,4 7 2 , 8 8 8 |
| Program contract commitments | 246 , 8 5 4 | 4 7,2 2 8 | 3 2,4 7 8 | 3 2,4 7 8 | 1 , 0 2 6 | 1 3, 9 23 | 373,987 |
| Cross default |
The Company has borrowings and financing agreements including cross default clauses, i.e., the early maturity of any debt may imply the early maturity of these agreements. The indicators are continuously monitored in order to avoid the execution of these clauses and the most restrictive ones are shown in Note 15 ( b ).
(d) Sensitivity analysis on interest rate risk
The table below shows the sensitivity analysis of the financial instruments, prepared in accordance with CVM Rule 475/2008 in order to evidence the balances of main financial assets and liabilities, calculated at a rate projected for the twelve-month period after March 31, 2020, or until the final settlement of each contract, whichever is shorter, considering a probable scenario (Scenario I), appreciation of 25% (Scenario II) and 50% (Scenario III).
The purpose of the sensitivity analysis is to measure the impact of changes in the market over the financial instruments of the Company, considering constant all other variables. In the time of settlement the amounts can be different from those presented, due to the estimates used in the measurement.
PAGE: 33 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| March 31, 2020 — Indicators | Exposure | Scenario I (Probable) (i) | Scenario II 25% | Scenario III 50% |
|---|---|---|---|---|
| Assets CDI | 2 , 2 2 1,779 | 5.00%(*) | 3.75% | 2.5 0 % |
| Financial income | 1 1 1, 0 8 9 | 8 3 ,317 | 55,544 | |
| Liabilities CDI | ( 1 , 8 66,7 5 5) | 5.00%(*) | 3.75% | 2.5 0 % |
| Interest to be incurred | (93,338) | (70,003) | (46,669) | |
| CDI net exposure | 355 , 0 2 4 | 17,751 | 1 3, 3 14 | 8,875 |
| Liabilities TR | ( 1 ,669 , 01 5 ) | 0.00%(***) | 0.00% | 0.00% |
| Expenses to be incurred | - | - | - | |
| IPCA | ( 1 , 0 75,7 6 8 ) | 3.57%(*) | 4.46% | 5.36% |
| Expenses to be incurred | (38,405) | (47,979) | ( 5 7, 661) | |
| TJLP | ( 1 , 329 , 4 6 0 ) | 5.09%(*) | 6.36% | 7.64% |
| Interest to be incurred | (67,670) | (84,554) | ( 1 01,571) | |
| LIBOR | ( 3,5 23 , 4 0 4 ) | 0.64%(**) | 0.80% | 0.96% |
| Interest to be incurred | (22 , 550) | ( 2 8 , 18 7 ) | (33 , 8 2 5) | |
| Total net expenses to be i n c urred | ( 11 0 ,874 ) | (147, 4 0 6 ) | (18 4 , 1 8 2 ) |
(*) Source: CDI and I P C A ( BACEN Focus Report, March 31, 2020 ) and long-term interest rate as of March 31, 2020 ( B A C E N ) .
(**) Source: Bloomberg.
(***) Source: B3.
( i ) Refers to the scenario of interest to be incurred for the 12 months as of March 31, 2020 or until the maturity of the agreements, whichever is shorter .
4.2 Capital management
The Company’s objectives when managing capital are ensure its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.
PAGE: 34 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
The Company monitors capital based on the leverage ratio. This ratio corresponds to net debt divided by total capital (shareholders and creditor’s equity). Net debt corresponds to total borrowings and financing less cash and cash equivalents. Total capital is calculated as total equity as shown in the statement of financial position plus net debt.
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| To t al borrowings and financing (Note 1 5) | 14,55 0 , 3 68 | 1 3 ,244 , 7 09 |
| (-) Cash and cash equivalents (Note 6) | ( 2 , 32 3 , 36 6 ) | ( 2 ,25 3 , 2 10) |
| Net debt | 1 2 , 2 27, 0 0 2 | 1 0 , 9 91, 4 99 |
| Total equity | 2 0 , 9 77,8 37 | 21, 6 3 5, 7 83 |
| Total (shareholders plus creditor’s equity) | 3 3 , 2 0 4,839 | 32 , 6 2 7, 2 8 2 |
| Leverage ratio | 37% | 34% |
As of March 31, 2020, the leverage rate increased to 37% compared to the 34% as of December 31, 2019, mainly because of the increase in net debt, due to the appreciation of the US dollar and Yen, as well as by the reduction in equity arising from the loss reported in the period .
4.3 Fair value estimates
The Company considers that balances from trade receivables (current) and trade payables by carrying amount less impairment approximate their fair values, considering the short maturity. Long-term trade receivables also approximate their fair values, as they will be adjusted by inflation and/or will bear contractual interest rates over time.
4.4 Financial instruments
The Company did not have financial assets classified as fair value through other comprehensive income and fair value through profit or loss. The Company’s financial instruments included in the amortized cost category comprise cash and cash equivalents, restricted cash, trade receivables, balances with related parties, other assets and balances receivable from the Water National Agency (ANA), accounts payable to contractors and suppliers, borrowings and financing, services payable, balances payable deriving from the Public Private Partnership (PPP) and program contract commitments, which are non-derivative financial assets and liabilities with fixed or determinable payments, not quoted in an active market.
PAGE: 35 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
The estimated fair values of financial instruments are as follows:
Financial assets
| March 31, 2020 — Carrying amount | Fair value | December 31, 2019 — Carrying amount | Fair value | |
|---|---|---|---|---|
| Cash and cash equivalents | 2,323,366 | 2,323,366 | 2,253,210 | 2,253,210 |
| Restricted cash | 26,363 | 26,363 | 26,018 | 26,018 |
| Trade receivables | 2,301,612 | 2,301,612 | 2,353,027 | 2,353,027 |
| ANA | 32,558 | 32,558 | 32,466 | 32,466 |
| Other assets | 231,649 | 231,649 | 194,178 | 194,178 |
Additionally, SABESP has financial assets receivable from related parties, totaling R$ 825,671 as of March 31, 2020 (R$ 850,896 as of December 31, 2019), which were calculated in accordance with the conditions negotiated between the related parties. The conditions and additional information related to these financial instruments are disclosed in Note 9 to the financial statements. Part of this balance, totaling R$ 728,022 (R$ 747,579 as of December 31, 2019), refers to reimbursement of additional retirement and pension plan - G0 and is indexed by IPCA plus simple interest of 0.5% p.m. On the transaction date, this interest rate approximated that of National Treasury Notes (NTN-b), with a term similar to the terms of related-party transactions .
Financial liabilities
| March 31, 2020 — Carrying amount | Fair value | December 31, 2019 — Carrying amount | Fair value | |
|---|---|---|---|---|
| Borrowings and financing | 14,550,368 | 15,454,455 | 13,244,709 | 13,937,611 |
| Trade payables and contractors | 242,106 | 242,106 | 369,631 | 369,631 |
| Services payable | 632,181 | 632,181 | 474,078 | 474,078 |
| Program contract commitments | 352,606 | 352,606 | 377,253 | 377,253 |
| Public-Private Partnership - PPP | 3,272,700 | 3,272,700 | 3,293,980 | 3,293,980 |
The criteria adopted to obtain the fair values of borrowings and financing, in preparing the interim financial information as of March 31, 2020, are consistent with those adopted in the Annual Financial Statements for the fiscal year ended December 31, 2019 .
Considering the nature of other financial instruments, assets and liabilities of the Company, the balances recognized in the statement of financial position approximate the fair values, except for borrowings and financing, taking into account the maturities close to the end of the reporting date, comparison of contractual interest rates with market rates in similar operations at the end of the reporting period, their nature and maturity terms.
PAGE: 36 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
5 Key accounting estimates and judgments
The preparation of the financial statements requires Management to make judgements and use assumptions based on experience and other factors deemed as relevant, which affect the values of assets and liabilities and present results that may differ from the actual ones.
The areas that require a higher level of judgment and greater complexity, as well as the areas in which assumptions and estimates are significant for the financial statements are: (i) allowance for doubtful accounts, (ii) intangible assets arising from concession agreements and program contracts, (iii) pension plan liabilities, (iv) deferred income tax and social contribution, and (v) provisions.
6 Cash and cash equivalents
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Cash and banks | 101,5 8 7 | 1 76 , 4 97 |
| Cash equivalents | 2 , 221 , 77 9 | 2 , 0 7 6 ,7 1 3 |
| Total | 2 , 32 3 , 366 | 2, 2 5 3, 21 0 |
Cash and cash equivalents include cash, bank deposits and high-liquidity short-term financial investments, mainly represented by repurchase agreements and fund shares (accruing CDI interest rates), whose original maturities or intention of realization by the Company are lower than three months, which are convertible into a cash amount and subject to an insignificant risk of change in value, deposited in a fund, in which SABESP is exclusive quotaholder, at Banco do Brasil.
The fund is intended, exclusively, to receive funds from SABESP and, as of March 31, 2020, it was essentially composed of investments in governments bonds, repurchase agreements backed by national treasury notes and fixed income financial assets .
Due to SABESP is the exclusive quotaholder and has control over the fund, it should be consolidated in the Company's financial statements; however, due to the fact that 99% of the balance has already been presented in SABESP's financial statements under the items cash and cash equivalents and the magnitude of the remaining balance , referring to the fund's management and maintenance expenses, is irrelevant, the Company decided not to present the balances between Parent Company and Consolidated due to the fact that there is no significant difference between such balances and for not generating relevant disclosure to users of the financial statements.
As of March 31, 2020, the average yield of financial investments corresponds to 95.44% of CDI (98.02% as of December 31, 2019 ).
PAGE: 37 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| 7 | March 31, 2020 | December 31, 2019 |
|---|---|---|
| Agreement with the São Paulo government (i) | 1 7, 2 00 | 1 7 , 068 |
| Brazilian Federal Savings Bank – escrow deposits (ii) | 3,388 | 2, 2 45 |
| Other | 5,775 | 6,705 |
| 2 6 , 3 63 | 2 6 , 0 18 |
(i) Refers to the amount deducted from the 7.5% of municipal revenue transferred to the Municipal Fund, corresponding to eventual amounts unpaid by direct management bodies, foundations and government agencies, as established in the agreement entered into with São Paulo municipal government; and
(ii) Refers to savings account for receiving escrow deposits regarding lawsuits with final and unappealable decisions in favor of the Company, which are blocked as per contractual clause.
| 8 | March 31, 2020 | December 31, 2019 |
|---|---|---|
| Private sector: | ||
| General (i) and special (ii) customers | 1,617,3 2 7 | 1,505,150 |
| Agreements (iii) | 390 , 6 2 5 | 3 7 8 , 3 4 1 |
| 2 , 00 7, 9 5 2 | 1 , 883,491 | |
| Government entities: | ||
| Municipal | 467,397 | 4 7 2 ,6 66 |
| Federal | 4,1 6 0 | 2 ,8 0 5 |
| Agreements (iii) | 302 , 7 96 | 2 77, 0 4 7 |
| 774,353 | 752,518 | |
| Wholesale customers – Municipal governments: (iv) | ||
| Mogi das Cruzes | 3, 266 | 3 , 2 7 8 |
| São Caetano do Sul | 6 ,9 12 | 9 , 8 7 1 |
| Total wholesale customers – Municipal governments | 1 0 , 1 78 | 1 3 , 1 4 9 |
| Unbilled supply | 67 0 , 1 3 4 | 745,884 |
| Subtotal | 3 , 4 6 2 , 617 | 3 ,3 95 , 0 4 2 |
| Allowance for doubtful accounts | ( 1 , 1 6 1 , 0 0 5 ) | ( 1 , 0 4 2 , 0 1 5 ) |
| Total | 2, 3 0 1 , 6 12 | 2 , 353 , 027 |
PAGE: 38 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Current | 2 , 0 7 1,837 | 2 , 1 3 7,752 |
| Noncurrent | 2 2 9 , 7 7 5 | 2 1 5, 2 7 5 |
| 2, 3 0 1 , 6 12 | 2 , 353 , 027 |
(i) General customers - residential and small and mid-sized companies;
(ii) Special customers – large consumers, commercial industries, condominiums and special billing customers (fixed demand agreements, industrial waste, wells, etc.);
(iii) Agreements - installment payments of past-due receivables, plus monetary adjustment and interest, according to the agreements; and
(iv) Wholesale basis customers - municipal governments. This balance refers to the sale of treated water to municipalities, which are responsible for distributing to, billing and charging final customers. The balance presented does not include the municipality of Mauá, as it is questioning in court the tariffs charged. Therefore, SABESP did not record revenues and receivables from such Municipality due to low expectation of realization, in accordance with IFRS 15 and IFRS 9, as the Company does not believe that it is likely that it will receive the consideration it is entitled to in exchange for the services transferred to the municipalities.
The historical value of unrecognized receivables of the municipality of Mauá totaled R$ 697,396 and R$ 677,298 as of March 31, 2020 and December 31, 2019, respectively .
(b) The aging of trade receivables is as follows
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Current | 1 , 7 2 6 ,6 69 | 1 , 7 6 2 , 606 |
| Past-due: | ||
| Up to 30 days | 356,573 | 330,488 |
| From 31 to 60 days | 1 7 4 , 4 2 7 | 16 4 , 913 |
| From 61 to 90 days | 10 2 ,47 6 | 86,765 |
| From 91 to 1 2 0 days | 69 , 2 66 | 5 8 , 9 7 1 |
| From 1 2 1 to 1 8 0 days | 1 1 0 , 2 66 | 8 1 , 003 |
| From 1 8 1 to 3 6 0 days | 3 4, 0 32 | 3 3 , 2 06 |
| Over 360 days | 888,908 | 877,090 |
| Total past-due | 1,735, 9 48 | 1 , 6 3 2 , 43 6 |
| Total | 3 ,46 2 , 617 | 3 , 3 9 5 , 0 4 2 |
The increase in the past-due balance was mainly due to higher default of private sector.
PAGE: 39 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(c) Allowance for doubtful accounts
| J a nuary to March 2 02 0 | J a nuary to March 2 019 | |
|---|---|---|
| Balance at the beginning of the period | 1,042, 0 15 | 1 , 09 9, 442 |
| Private sector/government entities | 1 2 6 ,4 8 7 | (9,857) |
| Recoveries | (7,497) | (8,505) |
| Net additions/(recoveries) in the period | 1 1 8 , 990 | ( 1 8,3 6 2) |
| Balance at the end of the period | 1, 1 6 1 , 005 | 1,081 , 080 |
| Reconciliation of estimated/historical losses at the result | J a nuary to March 2 02 0 | J a nuary to March 2 019 |
| Write-offs | (37,768) | ( 2 2,812) |
| (Losses)/reversal with state entities – related parties | ( 73 1 ) | ( 3, 3 1 0) |
| (Losses) with private sector/government entities | ( 1 26 , 4 8 7 ) | 9,857 |
| Recoveries | 7,497 | 8,505 |
| Amount recorded as expense | (157,4 8 9) | (7,760) |
The Company does not have customers representing 10% or more of its total revenues .
PAGE: 40 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
9 Related-party balances and transactions
(a) Accounts receivable, interest on capital payable, revenue and expenses with the São Paulo State Government
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Accounts receivable | ||
| Current: | ||
| Sanitation services | 12 8 , 493 | 131, 8 5 1 |
| Allowance for losses | ( 4 0 , 1 4 8) | ( 3 9,417) |
| Reimbursement of additional retirement and pension benefits paid (G0): | ||
| - Monthly flow (payments) | 1 5 , 6 7 8 | 31 , 5 84 |
| - GE S P Agreement – 2 0 1 5 | 7 1 , 235 | 68,888 |
| Total current | 175 , 258 | 192 , 9 0 6 |
| Noncurrent: | ||
| Agreement for the installment payment of sanitation services | 9,304 | 1 0 ,8 83 |
| Reimbursement of additional retirement and pension benefit paid (G0): | ||
| - GE S P Agreement – 2 0 1 5 ( i v) | 64 1,1 0 9 | 647, 1 07 |
| To t al noncurrent | 650 ,4 1 3 | 65 7,9 90 |
|---|---|---|
| Total receivables from shareholders | 8 2 5, 671 | 850,896 |
| Assets: | ||
| Sanitation services | 97,649 | 103 , 317 |
| Reimbursement of additional retirement and pension benefits paid (G0) | 728, 022 | 747,579 |
| Total | 8 2 5, 671 | 850,896 |
| Liabilities: | ||
| Interest on capital payable to related parties | 4 0 1 , 963 | 4 0 1,963 |
| January to March 2020 | January to March 2 019 | |
| Revenue from sanitation services | 141,8 8 5 | 123 , 0 0 0 |
| Payments from related parties | (149, 4 95) | ( 1 25,098) |
| Receipt of GE SP reimbursement referring to Law 4, 81 9 / 1 9 58 | (54, 2 0 2 ) | (44,786) |
PAGE: 41 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(b) São Paulo State Government – GESP
(i) Disputed amounts
As of March 31, 2020 and December 31, 2019, the disputed amounts between SABESP and GESP, corresponding to additional retirement and pension benefits paid (Law 4,819/1958), totaled R$ 1,216,018 and R$ 1,195,217, respectively. The Company created allowances for doubtful accounts for such amounts.
(ii) Actuarial liability
The Company recognized an actuarial liability corresponding to additional retirement and pension benefits paid to employees, retired employees and pensioners of the G0 Plan. As of March 31, 2020 and December 31, 2019, the amounts corresponding to the actuarial liability totaled R$ 3,055,143 and R$ 3,046,255, respectively. For detailed information on additional retirement and pension benefits, see Note 19 ( b).
(c) Use of reservoirs – EMAE
Empresa Metropolitana de Águas e Energia S.A. (EMAE) planned to receive for the credit and obtain financial compensation for alleged past and future losses in electricity generation, due to water collection, and compensation for costs already incurred and to be incurred with the operation, maintenance and inspection of the Guarapiranga and Billings reservoirs used by SABESP in its operations.
On October 28, 2016, the Company entered into an agreement based on a Private Transaction Agreement and Other Adjustments aimed to fully and completely settle the disputes involving the two companies and SABESP will continue using the reservoirs .
As of March 31, 2020, the balances of the agreement totaled R$ 17,233 and R$ 91,396 (R$ 16,653 and R$ 87,231 as of December 31, 2019), recorded in Other liabilities, under current and noncurrent liabilities, respectively .
(d) Agreements with reduced tariff for State and Municipal Entities that joined the Rational Water Use Program (PURA)
The Company has signed agreements with government entities related to the State Government and municipalities where it operates that benefit from a reduction of 25% in the tariff of water supply and sewage services when they are not in default. These agreements provide for the implementation of the rational water use program, which takes into consideration the reduction in water consumption .
PAGE: 42 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(e) Guarantees
The State Government provides guarantees for some of the Company’s borrowings and financing and does not charge any fee for such guarantees.
(f) Personnel assignment agreement among entities related to the State Government
The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully charged. From January to March 2020 and 2019, the expenses related to employees assigned by SABESP to other state government entities amounted to R$ 688 and R$ 1,454.
From January to March 2020, expenses related to personnel assigned by other entities to the Company totaled R$ 80, and correspond to a member of the Board of Executive Officers. There were no expenses in the same period in 2019 .
(g) Non-operating assets
As of March 31, 2020 and December 31, 2019, the Company had an amount of R$ 3,613 related to land and lent structures.
(h) SABESPREV
The Company sponsors a private defined benefit pension plan (G1 Plan), which is operated and administered by SABESPREV. The net actuarial liability recognized as of March 31, 2020 amounted to R$ 311,543 (R$ 314,677 as of December 31, 2019), according to Note 19 ( b).
(i) Compensation of Management Key Personnel
Expenses related to the compensation to the members of its Board of Directors, Fiscal Council and Board of Executive Officers totaled R$ 1,583 from January to March 2020 and R$ 1,013 from January to March 2019, respectively. Additional amounts of R$ 360 and R$ 170, related to the bonus program, was recorded from January to March 2020 and 2019, respectively .
(j) Loan agreement through credit facility
The Company holds interest in certain Special Purpose Entities (SPEs), not holding the majority interest but with cast vote and power of veto in some issues, with no ability to use such power of veto in a way to affect returns over investments. Therefore, these SPEs are considered for accounting purposes as jointly arrangements.
The Company entered into a loan agreement through credit facility with the SPE Aquapolo Ambiental S/A to finance the operations of this company, until the borrowings and financing requested with financial institutions is granted.
As of March 31, 2020, the balance of principal and interest of this agreement totaled R$ 32,425, which was recorded in Noncurrent assets, under Other assets (R$ 34,992 as of December 31, 2019), at CDI + 1.2% p.a. As of January 27, 2020, the Company received R$ 3,000, of which R$ 1,231 for amortization of principal and R$ 1,769 for amortization of interest.
The loan originally matured on April 30, 2015 but was extended to October 30, 2015. On November 25, 2015, a new amendment changed the payment schedule for three annual installments, the first of which maturing on December 30, 2021 and the last on December 30, 2023 .
PAGE: 43 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(k) “ Se Liga na Rede ” (Connect to the Network Program)
The State Government enacted the State Law 14,687/2012, creating the pro-connection program, destined to financially subsidize the execution of household branches necessary to connect to the sewage collecting networks, in low-income households, which agreed to adhere to the program. The program expenditures, except for indirect costs, construction margin and borrowing costs are financed with 80% of funds deriving from the State Government and the remaining 20% invested by SABESP, which is also liable for the execution of works. Until March 31, 2020, the program total amount was R$ 119,763 (R$ 117,272 as of December 31, 2019); as of March 31, 2020 and December 31, 2019, there was no balance receivable from related parties. As of March 31, 2020, R$ 67,589 (R$ 65,099 as of December 31, 2019) was recorded under intangible assets. R$ 52,174 was reimbursed by GESP (R$ 52,174 as of December 31, 2019) from the beginning of the program until March 31, 2020 .
10 Investments
The Company holds interest in certain Special Purpose Entities (SPE). Although SABESP has no majority shares of its investees, the shareholders’ agreement provides for the power of veto in certain management issues, however, with no ability to use such power of veto in a way to affect returns over investments, indicating participating shared control (joint venture – CP C 1 9 (R 2 ) ) .
The Company holds interest valued by the equity accounting in the following investees:
Below is a summary of the investees’ financial statements and SABESP’s equity interest:
| Equity — March 31, 2020 | December 31, 2019 | Dividends distributed — January to March 2020 | Profit (loss) for the period — January to March 2020 | (*) | January to March 2019 | |
|---|---|---|---|---|---|---|
| Sesamm | 47,667 | 45,923 | - | 1,744 | - | (648) |
| Águas de Andradina | 27,292 | 30,065 | (1,056) | 908 | (2,625) | 434 |
| Águas de Castilho | 7,285 | 7,242 | (394) | 424 | 13 | 184 |
| Saneaqua Mairinque | 4,167 | 4,783 | - | (616) | - | (313) |
| Attend Ambiental | 10,020 | 7,486 | - | 2,569 | (35) | (545) |
| Aquapolo Ambiental | 42,623 | 37,772 | - | 4,851 | - | 4,448 |
| Paulista Geradora de Energia | 7,136 | 7,144 | - | (8) | - | (113) |
PAGE: 44 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| Investments — March 31, 2020 | December 31, 2019 | Dividends distributed — January to March 2020 | Equity result — January to March 2020 | (*) | January to March 2019 | Interest percentage — March 31, 2020 | December 31, 2019 | |
|---|---|---|---|---|---|---|---|---|
| Sesamm | 17,161 | 16,533 | - | 628 | - | (233) | 36% | 36% |
| Águas de Andradina | 8,188 | 9,020 | (317) | 272 | (787) | 130 | 30% | 30% |
| Águas de Castilho | 2,186 | 2,172 | (118) | 128 | 4 | 54 | 30% | 30% |
| Saneaqua Mairinque | 1,249 | 1,434 | - | (185) | - | (94) | 30% | 30% |
| Attend Ambiental | 4,509 | 3,369 | - | 1,156 | (16) | (246) | 45% | 45% |
| Aquapolo Ambiental | 20,885 | 18,508 | - | 2,377 | - | 2,180 | 49% | 49% |
| Paulista Geradora de Energia | 1,784 | 1,786 | - | (2) | - | (27) | 25% | 25% |
| Total | 55,962 | 52,822 | (435) | 4,374 | (799) | 1,764 | ||
| Other investments | 365 | 365 | ||||||
| Total | 56,327 | 53,187 |
( * ) Refer to changes in the equity of investees, as their financial statements for the year ended December 31, 2019 were issued after disclosure of SABESP’s financial statements .
PAGE: 45 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
11 Investment properties
| December 31, 2019 | Depreciation | March 31, 2020 | |
|---|---|---|---|
| Investment properties | 47,562 | (12) | 47,550 |
| December 31, 2018 | Depreciation | March 31, 2019 | |
|---|---|---|---|
| Investment properties | 47,620 | (12) | 47,608 |
As of March 31, 2020 and December 31, 2019, the market value of these properties was approximately R$ 392,000 and R$ 386,000, respectively.
1 2 Co nt r ac t asset
Contract Asset (works in progress) is the right to consideration in exchange for goods or services transferred to customers. As established by CPC 47 – Revenue from Contracts with Customers, assets conditioned to the concession under construction, recorded under the scope of ICPC 01 (R1) – Concession Agreements, must be classified as Contract Asset during the construction period and transferred to Intangible Assets only after the conclusion of the works.
A contract asset is initially designated at fair value and includes borrowing costs capitalized during the period when the asset is under construction, based on the weighted average rate of borrowings in effect on the capitalization date. For further information on the capitalization of interest and construction margin, recorded during the construction period, see Note 13.
| December 31, 2019 | Additions (ii) | Transfers | Transfer of works to intangible assets | March 31, 2020 (i) | |
|---|---|---|---|---|---|
| Total contract asset | 7,617,714 | 681,120 | 35 | (308,994) | 7,989,875 |
| December 31, 2018 | Additions | Transfer of works to intangible assets | March 31, 2019 | |
|---|---|---|---|---|
| Total contract asset | 7,407,948 | 667,391 | (237,756) | 7,837,583 |
PAGE: 46 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(i) The largest works are located in the municipalities of São Paulo, Praia Grande and São Bernardo do Campo, in the amounts of R$ 3,622 million, R$ 396 million and R$ 375 million, respectively.
(ii) The largest additions of the period are located in the municipalities of São Paulo, Praia Grande and São Bernardo do Campo, in the amounts of R$ 230 million, R$ 52 million and R$ 42 million, respectively.
As of March 31, 2020, the contract asset included R$ 276,893, recorded as lease (R$ 276,893 as of December 31, 2019 ).
13 Intangible assets
(a) Statement of financial position details
| March 31, 2020 | December 31, 2019 | |||||
|---|---|---|---|---|---|---|
| Accumulated | Accumulated | |||||
| Cost | amortization | Net | Cost | amortization | Net | |
| Intangible right arising from: | ||||||
| Concession agreements – equity value | 2,076,890 | (581,673) | 1,495,217 | 2,066,459 | (571,606) | 1,494,853 |
| Concession agreements – economic value | 1,351,089 | (643,454) | 707,635 | 1,334,531 | (621,679) | 712,852 |
| Program contracts | 19,554,671 | (5,769,649) | 13,785,022 | 19,413,768 | (5,594,068) | 13,819,700 |
| Program contracts – commitments | 1,651,434 | (299,319) | 1,352,115 | 1,651,434 | (286,559) | 1,364,875 |
| Service contracts – São Paulo | 19,334,654 | (5,041,502) | 14,293,152 | 19,217,091 | (4,826,328) | 14,390,763 |
| Software license of use | 839,733 | (373,954) | 465,779 | 829,739 | (358,033) | 471,706 |
| Right of use | 136,230 | (56,909) | 79,321 | 113,233 | (42,535) | 70,698 |
| Total | 44,944,701 | (12,766,460) | 32,178,241 | 44,626,255 | (12,300,808) | 32,325,447 |
(b) Changes
| December 31, 2019 | Additions | Contract renewal | Transfer of contract asset | Transfers | Write-offs and disposals | Amortization | March 31, 2020 | |
|---|---|---|---|---|---|---|---|---|
| Intangible right arising from: | ||||||||
| Concession agreements – equity value (*) | 1,494,853 | - | (12,383) | 28,026 | 73 | (192) | (15,160) | 1,495,217 |
| Concession agreements – economic value | 712,852 | - | - | 16,634 | (3) | (2) | (21,846) | 707,635 |
| Program contracts (*) | 13,819,700 | 1,572 | 12,383 | 131,891 | 1,310 | (2,219) | (179,615) | 13,785,022 |
| Program contracts – commitments | 1,364,875 | - | - | - | - | - | (12,760) | 1,352,115 |
| Service contracts – São Paulo | 14,390,763 | 700 | - | 123,026 | (2,203) | (2,940) | (216,194) | 14,293,152 |
| Software license of use | 471,706 | - | - | 9,417 | 455 | - | (15,799) | 465,779 |
| Right of use | 70,698 | 22,997 | - | - | - | - | (14,374) | 79,321 |
| Total | 32,325,447 | 25,269 | - | 308,994 | (368) | (5,353) | (475,748) | 32,178,241 |
(* ) As of March 3 1, 2 0 20 , C o ncession agreements – equity value, and Program contracts included leases in the amounts of R$ 8 4, 5 6 3 and R$ 202,445 (R $ 8 7 , 2 66 and R $ 2 0 5,558 as of December 31, 2019), respecti vely .
PAGE: 47 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| December 31, 2018 | Firs-time adoption of IFRS 16 | Additions | Transfer to indemnities receivable | Transfer of contract asset | Transfers | Write-offs and disposals | Amortization | March 31, 2019 | |
|---|---|---|---|---|---|---|---|---|---|
| Intangible right arising from: | |||||||||
| Concession agreements – equity value (*) | 4,073,344 | - | 5 | (4,345) | 19,487 | (875) | (23) | (20,097) | 4,067,496 |
| Concession agreements – economic value | 1,232,009 | - | - | - | 31,050 | 14,284 | (438) | (26,641) | 1,250,264 |
| Program contracts (*) | 8,777,929 | - | 209 | - | 117,040 | (737) | (663) | (137,223) | 8,756,555 |
| Program contracts – commitments | 1,079,551 | - | - | - | - | - | - | (10,632) | 1,068,919 |
| Service contracts – São Paulo | 13,391,452 | - | 1,045 | - | 65,260 | (14,721) | (1,986) | (182,607) | 13,258,443 |
| Software license of use | 458,175 | - | - | - | 4,919 | - | - | (15,837) | 447,257 |
| Right of use | - | 64,955 | 35,099 | - | - | - | - | (8,510) | 91,544 |
| Total | 29,012,460 | 64,955 | 36,358 | (4,345) | 237,756 | (2,049) | (3,110) | (401,547) | 28,940,478 |
( * ) As of March 31, 2019, Concession agreements – equity value and Program contracts included leases in the amounts of R$ 95,374 and R$ 214,654, respectively .
In the first quarter of 2020, the Company renewed program contracts with the municipalities of Meridiano and Pinhalzinho for 30 years.
The Company also entered into an agreement with the municipality of Tejupá in March 2020 for 40 years; however, operations will start in September 2020 only .
(c) Intangible rights arising from concession agreements
The Company had obligations recorded in Program Contract– Commitments under current liabilities in the amounts of R$ 275,993 and R$ 273,932 as of March 31, 2020 and December 31, 2019, respectively, and under noncurrent liabilities in the amounts of R$ 76,613 and R$ 103,321 as of March 31, 2020 and December 31, 2019, respectively.
(d) Capitalization of interest and other finance charges
From January to March 2020, the Company capitalized interest and inflation adjustment, including exchange variation, in concession intangible assets, totaling R$ 71,057 (R$ 80,014 from January to March 2019) during the construction period .
(e) Construction margin
The Company is primarily responsible for the construction and installation of the concession infrastructure, either by using its own employees or contracting third parties, and is significantly exposed to its risks and benefits.
Accordingly, the Company recognizes revenue from construction services corresponding to construction costs increased by gross margin. Generally, constructions related to the concessions are performed by third parties. In such case, the Company’s margin is lower, normally, to cover administration costs and assume the responsibility for primary risks. As of March 31, 2020 and 2019, the margin was 2.3%.
PAGE: 48 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
The construction margin from January to March 2020 and 2019 was R$ 12,655 and R$ 13,569, respectively.
(f) Expropriations
As a result of the construction of priority projects related to water and sewage systems, the Company was required to expropriate third-parties' properties, whose owners will be compensated either amicably or through courts.
Expropriation costs are recorded as concession intangible assets after the transaction is concluded. From January to March 2020, expropriations totaled R$ 7,316 (R$ 7,819 from January to March 2019 ).
(g) Public-Private Partnership - PPP
SABESP carries out operations related to the PPPs mentioned below. These operations and their respective obligations and guarantees are supported by agreements executed according to Law 11,079/2004 .
Alto Tietê Production System
As of March 31, 2020 and December 31, 2019, the carrying amounts related to this PPP recorded in intangible assets were R$ 345,793 and R$ 348,586, respectively.
São Lourenço Production System
As of March 31, 2020 and December 31, 2019, the carrying amounts recorded in the Company’s intangible assets, related to this PPP, totaled R$ 3,115,362 and R$ 3,235,008, respectively.
The main works of the São Lourenço Production System were concluded in the first quarter of 2019, with completion of the work phase (phase 1) on November 1, 2019, after contractual clauses were met and no documents were pending.
The obligations assumed by the Company as of March 31, 2020 and December 31, 2019 are shown in the table below :
| March 31, 2020 — Current liabilities | Noncurrent liabilities | Total liabilities | December 31, 2019 — Current liabilities | Noncurrent liabilities | Total liabilities | |
|---|---|---|---|---|---|---|
| Alto Tietê | 44,878 | 204,439 | 249,317 | 44,003 | 208,217 | 252,220 |
| São Lourenço | 66,222 | 2,957,161 | 3,023,383 | 66,288 | 2,975,472 | 3,041,760 |
| Total | 111,100 | 3,161,600 | 3,272,700 | 110,291 | 3,183,689 | 3,293,980 |
(h) Amortization of intangible assets
The amortization average rate totaled 4.6% and 4.4% as of March 31, 2020 and 2019, respectively .
PAGE: 49 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(i) Software license of use
The software license of use is capitalized based on the costs incurred to acquire software and prepare them for use. As of April 10, 2017, the Company implemented the Integrated Business Management System (Enterprise Resource Planning – SAP ERP), which includes the administrative/financial module. The implementation of the commercial module is in progress .
(j) Right of use
The statement of financial position account Right of Use, created by the Company on January 1, 2019, reflects the amendment introduced by IFRS 16 / CPC 06 (R2), which requires lessees to record the right-of-use asset and the lease liability, which may not be applied to short-term leases and assets of low-value. For these cases, from January to March 2020, SABESP maintained the amounts of R$ 1,326, R$ 2,290 and R$ 492 in its results, allocated to operating costs, selling expenses and administrative expenses, respectively .
| Nature | March 31, 2020 | December 31, 2019 |
|---|---|---|
| Leases - Contract asset | 276,893 | 276,893 |
| Leases – Concession and Program Contract | 287,008 | 292,824 |
| - Cost | 405,426 | 405,426 |
| - Accumulated amortization | (118,418) | (112,602) |
| Other assets | 79,321 | 70,698 |
| - Vehicles | 113,645 | 91,709 |
| - Properties | 13,309 | 13,309 |
| - Equipment | 4,329 | 3,801 |
| - Other | 4,947 | 4,414 |
| - Accumulated amortization | (56,909) | (42,535) |
| Right of use | 643,222 | 640,415 |
Lease liability corresponds to total future fixed lease payments, adjusted to present value, considering an incremental rate on borrowings. For further information, see Note 15.
The table below shows the impact in the Company’s income statements:
| Impact in the income statement | March 31, 2020 | March 31, 2019 |
|---|---|---|
| Right of use amortization | (20,189) | (14,197) |
| Financial result – interest expense and inflation adjustment | (15,693) | (10,745) |
| Short-term and low-value lease expenses | (4,108) | (12,723) |
| Decrease of the income of the period | (39,990) | (37,665) |
PAGE: 50 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
14 Property, plant and equipment
(a) Statement of financial position details
| March 31, 2020 — Cost | Accumulated depreciation | Net | Average depreciation rate | December 31, 2019 — Cost | Accumulated depreciation | Net | Average depreciation rate | |
|---|---|---|---|---|---|---|---|---|
| Land | 92,962 | - | 92,962 | - | 92,962 | - | 92,962 | - |
| Buildings | 82,512 | (40,723) | 41,789 | 2.1% | 82,143 | (40,438) | 41,705 | 2.1% |
| Equipment | 407,929 | (254,551) | 153,378 | 15.8% | 402,850 | (250,577) | 152,273 | 16.3% |
| Transportation equipment | 9,439 | (6,937) | 2,502 | 9.9% | 8,946 | (6,962) | 1,984 | 9.9% |
| Furniture and fixtures | 31,526 | (13,355) | 18,171 | 6.7% | 31,365 | (13,146) | 18,219 | 6.7% |
| Other | 7,973 | (325) | 7,648 | 5.0% | 7,559 | (309) | 7,250 | 5.0% |
| Total | 632,341 | (315,891) | 316,450 | 12.1% | 625,825 | (311,432) | 314,393 | 12.5% |
(b) Changes
| December 31, 2019 | Additions | Transfers | Write-offs and disposals | Depreciation | March 31, 2020 | |
|---|---|---|---|---|---|---|
| Land | 92,962 | - | - | - | - | 92,962 |
| Buildings | 41,705 | 284 | 85 | - | (285) | 41,789 |
| Equipment | 152,273 | 8,277 | (56) | (46) | (7,070) | 153,378 |
| Transportation equipment | 1,984 | 298 | 361 | - | (141) | 2,502 |
| Furniture and fixtures | 18,219 | 405 | (147) | (8) | (298) | 18,171 |
| Other | 7,250 | 323 | 90 | - | (15) | 7,648 |
| Total | 314,393 | 9,587 | 333 | (54) | (7,809) | 316,450 |
| December 31, 2018 | Additions | Transfers | Write-offs and disposals | Depreciation | March 31, 2019 | |
|---|---|---|---|---|---|---|
| Land | 92,979 | - | (17) | - | - | 92,962 |
| Buildings | 40,125 | 16 | (323) | - | (577) | 39,241 |
| Equipment | 116,086 | 17,473 | 882 | (27) | (8,224) | 126,190 |
| Transportation equipment | 3,473 | 296 | (188) | - | (185) | 3,396 |
| Furniture and fixtures | 13,578 | 657 | 1,424 | (6) | (303) | 15,350 |
| Other | 1,371 | 354 | 271 | - | (15) | 1,981 |
| Total | 267,612 | 18,796 | 2,049 | (33) | (9,304) | 279,120 |
PAGE: 51 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
15 Borrowings and financing
| Borrowings and financing outstanding balance — Financial institution | March 31, 2020 — Current | Noncurrent | Total | December 31, 2019 — Current | Noncurrent | Total |
|---|---|---|---|---|---|---|
| Local currency | ||||||
| 10 th issue debentures | 35,063 | - | 35,063 | 41,021 | - | 41,021 |
| 12 th issue debentures | 45,450 | 192,470 | 237,920 | 45,450 | 203,829 | 249,279 |
| 14 th issue debentures | 42,170 | 40,128 | 82,298 | 41,940 | 63,012 | 104,952 |
| 17 th issue debentures | 89,179 | 177,969 | 267,148 | 289,211 | 263,226 | 552,437 |
| 18 th issue debentures | 34,457 | 129,628 | 164,085 | 34,239 | 133,679 | 167,918 |
| 21 st issue debentures | 149,917 | 349,776 | 499,693 | 150,000 | 349,660 | 499,660 |
| 22 nd issue debentures | 99,886 | 669,855 | 769,741 | - | 765,689 | 765,689 |
| 23 rd issue debentures | - | 864,622 | 864,622 | - | 864,603 | 864,603 |
| 24 th issue debentures | - | 402,094 | 402,094 | - | 395,855 | 395,855 |
| Brazilian Federal Savings Bank | 85,761 | 1,344,592 | 1,430,353 | 83,519 | 1,341,660 | 1,425,179 |
| Brazilian Development Bank - BNDES PAC | 11,185 | 25,066 | 36,251 | 11,184 | 27,854 | 39,038 |
| Brazilian Development Bank - BNDES PAC II 9751 | 6,537 | 39,056 | 45,593 | 6,990 | 40,685 | 47,675 |
| Brazilian Development Bank - BNDES PAC II 9752 | 3,913 | 23,479 | 27,392 | 3,913 | 24,457 | 28,370 |
| Brazilian Development Bank - BNDES ONDA LIMPA | 23,704 | 94,664 | 118,368 | 23,704 | 100,582 | 124,286 |
| Brazilian Development Bank - BNDES TIETÊ III | 52,874 | 369,976 | 422,850 | 52,874 | 383,191 | 436,065 |
| Brazilian Development Bank - BNDES 2015 | 31,712 | 452,747 | 484,459 | 31,712 | 460,646 | 492,358 |
| Brazilian Development Bank - BNDES 2014 | 4,659 | 24,259 | 28,918 | 4,659 | 25,411 | 30,070 |
| Leases | 86,378 | 449,124 | 535,502 | 78,402 | 455,722 | 534,124 |
| Other | 1,987 | 11,131 | 13,118 | 1,665 | 8,207 | 9,872 |
| Interest and charges | 52,200 | - | 52,200 | 77,460 | - | 77,460 |
| Total in local currency | 857,032 | 5,660,636 | 6,517,668 | 977,943 | 5,907,968 | 6,885,911 |
PAGE: 52 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| Borrowings and financing outstanding balance — Financial institution | March 31, 2020 — Current | Noncurrent | Total | December 31, 2019 — Current | Noncurrent | Total |
|---|---|---|---|---|---|---|
| Foreign currency | ||||||
| Inter-American Development Bank - BID 1212 – US$ 56,530 thousand (US$ 61,668 thousand in December 2019) | 53,433 | 240,447 | 293,880 | 41,428 | 207,140 | 248,568 |
| Inter-American Development Bank - BID 2202 – US$ 494,617 thousand (US$ 510,573 thousand in December 2019) | 165,894 | 2,390,666 | 2,556,560 | 128,623 | 1,914,298 | 2,042,921 |
| International Bank of Reconstruction and Development - BIRD – US$ 85,831 thousand (US$ 88,871 thousand in December 2019) | 31,606 | 411,478 | 443,084 | 24,505 | 330,898 | 355,403 |
| Eurobonds – US$ 350,000 thousand (US$ 350,000 thousand in December 2019) | 1,818,927 | - | 1,818,927 | 1,409,921 | - | 1,409,921 |
| JICA 15 – ¥ 10,948,085 thousand (¥ 11,524,300 thousand in December 2019) | 55,720 | 473,620 | 529,340 | 42,813 | 385,315 | 428,128 |
| JICA 18 – ¥ 9,843,520 thousand (¥ 10,361,600 thousand in December 2019) | 50,098 | 425,638 | 475,736 | 38,493 | 346,237 | 384,730 |
| JICA 17 – ¥ 3,323,892 thousand (¥ 2,830,420 thousand in December 2019) | 16,225 | 143,660 | 159,885 | 12,466 | 91,845 | 104,311 |
| JICA 19 – ¥ 30,829,806 thousand (¥ 31,736,565 thousand in December 2019) | 87,684 | 1,400,969 | 1,488,653 | 67,372 | 1,109,644 | 1,177,016 |
| BID 1983AB – US$ 40,769 thousand (US$ 40,769 thousand in December 2019) | 91,977 | 118,714 | 210,691 | 71,312 | 91,521 | 162,833 |
| Interest and charges | 55,944 | - | 55,944 | 44,967 | - | 44,967 |
| Total in foreign currency | 2,427,508 | 5,605,192 | 8,032,700 | 1,881,900 | 4,476,898 | 6,358,798 |
| Total borrowings and financing | 3,284,540 | 11,265,828 | 14,550,368 | 2,859,843 | 10,384,866 | 13,244,709 |
| Exchange rate as of March 31, 2020: US$ 5.1987; ¥ 0.04835 (as of December 31, 2019: US$ 4.0307; ¥ 0.03715). As of March 31, 2020, the Company did not have balances of borrowings and financing raised during the year, maturing within 12 months. |
PAGE: 53 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| Local currency | Guarantees | Maturity | Annual interest rates | Inflation adjustment |
|---|---|---|---|---|
| 10 th issue debentures | Own funds | 2020 | TJLP + 1.92% (series 1 and 3) and 9.53% (series 2) | IPCA (series 2) |
| 12 th issue debentures | Own funds | 2025 | TR + 9.5% | |
| 14 th issue debentures | Own funds | 2022 | TJLP + 1.92% (series 1 and 3) and 9.19% (series 2) | IPCA (series 2) |
| 17 th issue debentures | Own funds | 2023 | CDI +0.75% (series 1) and 4.5% (series 2) and 4.75% (series 3) | IPCA (series 2 and 3) |
| 18 th issue debentures | Own funds | 2024 | TJLP + 1.92% (series 1 and 3) and 8.25% (series 2) | IPCA (series 2) |
| 21 st issue debentures | Own funds | 2022 | CDI + 0.60% (series 1) and CDI + 0.90% (series 2) | |
| 22 nd issue debentures | Own funds | 2025 | CDI + 0.58% (series 1) and CDI + 0.90% (series 2) and 6.0% (series 3) | IPCA (series 3) |
| 23 rd issue debentures | Own funds | 2027 | CDI + 0.63% (series 1) and CDI + 0.49% (series 2) | |
| 24 th issue debentures | Own funds | 2029 | 3.20% (series 1) and 3.37% (series 2) | IPCA (series 1 and 2) |
| Brazilian Federal Savings Bank | Own funds | 2020/2039 | 5% to 9.5% | TR |
| Brazilian Development Bank - BNDES PAC | Own funds | 2023 | TJLP + 2.15% | |
| Brazilian Development Bank - BNDES PAC II 9751 | Own funds | 2027 | TJLP + 1.72% | |
| Brazilian Development Bank - BNDES PAC II 9752 | Own funds | 2027 | TJLP + 1.72% | |
| Brazilian Development Bank - BNDES ONDA LIMPA | Own funds | 2025 | TJLP + 1.92% | |
| Brazilian Development Bank - BNDES TIETÊ III | Own funds | 2028 | TJLP + 1.66% | |
| Brazilian Development Bank - BNDES 2015 | Own funds | 2035 | TJLP + 2.5% | |
| Brazilian Development Bank - BNDES 2014 | Own funds | 2026 | TJLP + 1.76% | |
| Leases | - | 2035 | 4.25% to 10.47% | IPC |
| Other | Own funds | 2025 | 3% (FEHIDRO) TJLP + 1.5% (FINEP) |
PAGE: 54 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| Foreign currency | Guarantees | Maturity | Annual interest rates | Exchange variation |
|---|---|---|---|---|
| Inter-American Development Bank - BID 1212 – US$ 56,530 thousand | Government | 2025 | 3.73% (*) | US$ |
| Inter-American Development Bank - BID 2202 – US$ 494,617 thousand | Government | 2035 | 2.75% (*) | US$ |
| International Bank for Reconstruction and Development - BIRD 7662 – US$ 85,206 thousand | Government | 2034 | 1.02% (*) | US$ |
| International Bank for Reconstruction and Development - BIRD 8916 – US$ 625 thousand | Government | 2048 | 2.12% (*) | US$ |
| Eurobonds – US$ 350,000 thousand | - | 2020 | 6.25% | US$ |
| JICA 15 – ¥ 10,948,085 thousand | Government | 2029 | 1.8% and 2.5% | Yen |
| JICA 18 – ¥ 9,843,520 thousand | Government | 2029 | 1.8% and 2.5% | Yen |
| JICA 17 – ¥ 3,323,892 thousand | Government | 2035 | 1.2% and 0.01% | Yen |
| JICA 19 – ¥ 30,829,806 thousand | Government | 2037 | 1.7% and 0.01% | Yen |
| BID 1983AB – US$ 40,769 thousand | - | 2023 | 2.08% to 2.38% (*) | US$ |
(*) Rates comprising LIBOR + contractually defined spread.
PAGE: 55 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(i) Payment schedule – accounting balances as of March 31, 2020
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 to 2039 | TOTAL | |
|---|---|---|---|---|---|---|---|---|
| LOCAL CURRENCY | ||||||||
| Debentures | 267,386 | 486,141 | 565,208 | 367,886 | 702,802 | 282,068 | 651,173 | 3,322,664 |
| Brazilian Federal Savings Bank | 63,998 | 89,190 | 94,042 | 86,950 | 85,771 | 91,143 | 919,259 | 1,430,353 |
| BNDES | 100,938 | 134,584 | 134,584 | 128,892 | 123,400 | 105,467 | 435,966 | 1,163,831 |
| Leases | 79,224 | 50,758 | 35,024 | 34,039 | 37,080 | 40,401 | 258,976 | 535,502 |
| Other | 1,396 | 2,918 | 3,101 | 3,050 | 1,384 | 1,269 | - | 13,118 |
| Interest and charges | 52,200 | - | - | - | - | - | - | 52,200 |
| TOTAL IN LOCAL CURRENCY | 565,142 | 763,591 | 831,959 | 620,817 | 950,437 | 520,348 | 2,265,374 | 6,517,668 |
| FOREIGN CURRENCY | ||||||||
| BID | 109,664 | 219,327 | 219,327 | 219,327 | 219,327 | 219,327 | 1,644,141 | 2,850,440 |
| BIRD | 15,803 | 31,606 | 31,606 | 31,606 | 31,606 | 31,606 | 269,251 | 443,084 |
| Eurobonds | 1,818,927 | - | - | - | - | - | - | 1,818,927 |
| JICA | 106,795 | 203,546 | 203,546 | 203,546 | 203,546 | 203,546 | 1,529,089 | 2,653,614 |
| BID 1983AB | 91,977 | 39,990 | 39,990 | 38,734 | - | - | - | 210,691 |
| Interest and charges | 55,944 | - | - | - | - | - | - | 55,944 |
| TOTAL IN FOREIGN CURRENCY | 2,199,110 | 494,469 | 494,469 | 493,213 | 454,479 | 454,479 | 3,442,481 | 8,032,700 |
| Total | 2,764,252 | 1,258,060 | 1,326,428 | 1,114,030 | 1,404,916 | 974,827 | 5,707,855 | 14,550,368 |
PAGE: 56 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(ii) Changes
| December 31, 2019 | Addition (lease) | Funding | Borrowing costs | Monetary and exchange variation | Inflation adjustment / exchange variation and incorporated interest - Capitalized | Interest paid | Amortization | Accrued interest | Accrued interest and rates - Capitalized | Expenses with borrowing costs | March 31, 2020 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| LOCAL CURRENCY | ||||||||||||
| Debentures | 3,711,228 | - | - | (250) | 18,607 | - | (70,111) | (337,775) | 41,162 | 3,931 | 667 | 3,367,459 |
| Brazilian Federal Savings Bank | 1,429,250 | - | 25,634 | - | - | - | (28,112) | (20,460) | 18,659 | 9,463 | - | 1,434,434 |
| BNDES | 1,201,411 | - | - | - | - | - | (20,587) | (34,096) | 13,441 | 6,892 | 65 | 1,167,126 |
| Leases | 534,124 | 22,997 | - | - | (289) | - | (11,052) | (21,352) | 11,074 | - | - | 535,502 |
| Other | 9,898 | - | 3,593 | - | - | - | (145) | (346) | 143 | 4 | - | 13,147 |
| TOTAL IN LOCAL CURRENCY | 6,885,911 | 22,997 | 29,227 | (250) | 18,318 | - | (130,007) | (414,029) | 84,479 | 20,290 | 732 | 6,517,668 |
| FOREIGN CURRENCY | ||||||||||||
| BID | 2,316,190 | - | - | - | 627,229 | 24,907 | (39,415) | (93,424) | 7,685 | 14,595 | 239 | 2,858,006 |
| BIRD | 357,880 | - | - | (352) | 102,072 | 878 | (5,159) | (14,950) | 2,672 | 476 | 35 | 443,552 |
| Eurobonds | 1,413,956 | - | - | - | 408,800 | - | - | - | 31,622 | 2,994 | 205 | 1,857,577 |
| JICA | 2,106,908 | - | 1,167 | - | 610,820 | 5,220 | (18,502) | (57,826) | 9,637 | 1,445 | 47 | 2,658,916 |
| BID 1983AB | 163,864 | - | - | - | 47,618 | - | - | - | 2,675 | 252 | 240 | 214,649 |
| TOTAL IN FOREIGN CURRENCY | 6,358,798 | - | 1,167 | (352) | 1,796,539 | 31,005 | (63,076) | (166,200) | 54,291 | 19,762 | 766 | 8,032,700 |
| Total | 13,244,709 | 22,997 | 30,394 | (602) | 1,814,857 | 31,005 | (193,083) | (580,229) | 138,770 | 40,052 | 1,498 | 14,550,368 |
PAGE: 57 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| December 31, 2018 | Additions (lease) | Funding | Borrowing costs | Monetary and exchange variation | Inflation adjustment / exchange variation and incorporated interest - Capitalized | Interest paid | Amortization | Accrued interest | Provision for interest and rates - Capitalized | Expenses with borrowing costs | March 31, 2019 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| LOCAL CURRENCY | ||||||||||||
| Debentures | 3,486,861 | - | - | (188) | 15,090 | - | (116,081) | (936,628) | 46,805 | 4,556 | 2,186 | 2,502,601 |
| Brazilian Federal Savings Bank | 1,345,684 | - | 25,900 | - | - | - | (26,833) | (20,007) | 18,625 | 8,223 | - | 1,351,592 |
| BNDES | 1,072,605 | - | - | - | 1,918 | 638 | (20,038) | (30,752) | 15,506 | 4,889 | 52 | 1,044,818 |
| Leases (*) | 568,666 | 100,054 | - | - | - | 1,729 | (9,703) | (12,304) | 10,744 | 3,944 | - | 663,130 |
| FINEP | 9,571 | - | - | - | 23 | - | (171) | (345) | 170 | - | - | 9,248 |
| TOTAL IN LOCAL CURRENCY | 6,483,387 | 100,054 | 25,900 | (188) | 17,031 | 2,367 | (172,826) | (1,000,036) | 91,850 | 21,612 | 2,238 | 5,571,389 |
| FOREIGN CURRENCY | ||||||||||||
| BID | 2,399,985 | - | - | - | (7,608) | 17,464 | (40,579) | (86,249) | 6,772 | 14,151 | 239 | 2,304,175 |
| BIRD | 356,420 | - | - | - | 1,389 | 611 | (5,014) | - | 2,102 | 387 | 5 | 355,900 |
| Deutsche Bank | 292,872 | - | - | - | 1,643 | - | (6,119) | - | 5,563 | 548 | 911 | 295,418 |
| Eurobonds | 1,358,412 | - | - | - | 7,665 | - | - | - | 22,829 | 2,264 | 206 | 1,391,376 |
| JICA | 2,036,128 | - | 78,143 | (40) | (4,193) | (903) | (16,626) | (67,757) | 7,373 | 503 | 46 | 2,032,674 |
| BID 1983AB | 225,592 | - | - | - | 1,280 | - | - | - | 2,489 | 244 | 223 | 229,828 |
| TOTAL IN FOREIGN CURRENCY | 6,669,409 | - | 78,143 | (40) | 176 | 17,172 | (68,338) | (154,006) | 47,128 | 18,097 | 1,630 | 6,609,371 |
| Total | 13,152,796 | 100,054 | 104,043 | (228) | 17,207 | 19,539 | (241,164) | (1,154,042) | 138,978 | 39,709 | 3,868 | 12,180,760 |
( * ) Additions of leases include R $ 6 4,955 in 2019, corresponding to the first-time adoption of standard CP C 0 6 ( R 2 ) as of January 1, 20 1 9.
PAGE: 58 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(a) Main events in the three-month period ended March 31, 201 9
(i) Debentures
As of January 2020, the Company amortized the last installment of series 2 of the 17 th issue debentures, totaling R$ 291.8 million .
(b) Lease
The Company has lease agreements signed as Asset Lease. During the construction period, works are capitalized to intangible assets in progress and the lease amount is recorded at the same proportion.
After startup, the lease payment period starts (240 monthly installments), whose amount is periodically restated by the contracted price index.
The amounts payable for the right of use of assets are also recorded in this line ( N o te 1 3 ( j ))
(c) Financial commitments – Covenants
The table below shows the most restrictive covenants as of March 31, 2020 .
| Covenants | |
|---|---|
| Adjusted EBITDA/Adjusted Financial Expenses | Equal to or higher than 2.80 |
| Adjusted Net Debt/Adjusted EBITDA | Equal to or lower than 3.80 |
| Adjusted Total Debt/Adjusted EBITDA | Lower than 3.65 |
| Other Onerous Debt (1) /Adjusted EBITDA | Equal to or lower than 1.30 |
| Adjusted Current Ratio | Higher than 1.00 |
| EBITDA/Financial Expenses Paid | Equal to or higher than 2.35 |
| Net Debt/Adjusted EBITDA | Equal to or lower than 3.50 |
| (1) “Other Onerous Debts” correspond to the sum of pension obligations and health care plan, installment payment of tax debts and installment payment of debts with the electricity supplier. |
As of March 31, 2020 and December 31, 2019, the Company met the requirements set forth by its borrowing and financing agreements .
(c) Borrowings and financing – Credit limited
| Agent | March 31, 2020 |
|---|---|
| (in millions of reais (*)) | |
| Brazilian Federal Savings Bank | 1,704 |
| Brazilian Development Bank (BNDES) | 1,203 |
| Japan International Cooperation Agency (JICA) | 99 |
| Inter-American Development Bank (BID) | 1,560 |
| International Bank for Reconstruction and Development (BIRD) | 1,296 |
| Other | 49 |
| TOTAL | 5,911 |
(*) Brazilian Central Bank’ exchange rate as of March 31, 2020 (US$1.00 = R$5.1987; ¥1.00 = R$0.04835).
PAGE: 59 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
Financing resources contracted have specific purposes, which have been released for the execution of their respective investments, according to the progress of the works.
16 Taxes and contributions
(a) Current assets
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Recoverable taxes | ||
| Income tax and social contribution | 376,050 | 136,436 |
| Withholding income tax (IRRF) on financial investments | 2,440 | 1,359 |
| Other federal taxes | 7,584 | 3,471 |
| Total | 386,074 | 141,266 |
(b) Current liabilities
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Tax obligations | ||
| Cofins and Pasep | 85,906 | 94,027 |
| INSS (social security contribution) | 39,732 | 39,404 |
| IRRF (withholding income tax) | 7,902 | 69,932 |
| Other | 39,060 | 46,955 |
| Total | 172,600 | 250,318 |
17 Deferred taxes and contributions
(a) Statement of financial position details
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Deferred tax assets | ||
| Provisions | 365,866 | 366,673 |
| Pension plan liabilities - G1 | 156,982 | 157,998 |
| Donations of underlying assets on concession agreements | 51,199 | 51,818 |
| Credit losses | 183,456 | 145,622 |
| Other | 188,080 | 183,147 |
| Total deferred tax assets | 945,583 | 905,258 |
| Deferred tax liabilities | ||
| Temporary difference on concession of intangible asset | (403,607) | (408,732) |
| Capitalization of borrowing costs | (404,322) | (409,236) |
| Profit on supply to government entities | (368,973) | (372,289) |
| Actuarial (gain)/loss – G1 Plan | (54,222) | (54,222) |
| Construction margin | (50,916) | (83,399) |
| Borrowing costs | (10,952) | (11,376) |
| Total deferred tax liabilities | (1,292,992) | (1,339,254) |
| Deferred tax assets/(liabilities), net | (347,409) | (433,996) |
PAGE: 60 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(b) Changes
| Deferred tax assets | December 31, 2019 | Net change | March 31, 2020 |
|---|---|---|---|
| Provisions | 366,673 | (807) | 365,866 |
| Pension plan liabilities - G1 | 157,998 | (1,016) | 156,982 |
| Donations of underlying assets on concession agreements | 51,818 | (619) | 51,199 |
| Credit losses | 145,622 | 37,834 | 183,456 |
| Other | 183,147 | 4,933 | 188,080 |
| Total | 905,258 | 40,325 | 945,583 |
| Deferred tax liabilities | |||
| Temporary difference on concession of intangible asset | (408,732) | 5,125 | (403,607) |
| Capitalization of borrowing costs | (409,236) | 4,914 | (404,322) |
| Profit on supply to government entities | (372,289) | 3,316 | (368,973) |
| Actuarial (gain)/loss – G1 | (54,222) | - | (54,222) |
| Construction margin | (83,399) | 32,483 | (50,916) |
| Borrowing costs | (11,376) | 424 | (10,952) |
| Total | (1,339,254) | 46,262 | (1,292,992) |
| Deferred tax assets/(liabilities), net | (433,996) | 86,587 | (347,409) |
| Deferred tax assets | December 31, 2018 | Net change | March 31, 2019 |
|---|---|---|---|
| Provisions | 337,833 | (32,257) | 305,576 |
| Pension plan liabilities - G1 | 157,044 | 211 | 157,255 |
| Donations of underlying assets on concession agreements | 54,131 | (658) | 53,473 |
| Credit losses | 197,920 | (4,815) | 193,105 |
| Other | 186,887 | (4,197) | 182,690 |
| Total | 933,815 | (41,716) | 892,099 |
| Deferred tax liabilities | |||
| Temporary difference on concession of intangible asset | (433,842) | 6,346 | (427,496) |
| Capitalization of borrowing costs | (420,978) | 977 | (420,001) |
| Profit on supply to government entities | (206,978) | (973) | (207,951) |
| Actuarial (gain)/loss – G1 | (36,430) | - | (36,430) |
| Construction margin | (86,164) | 691 | (85,473) |
| Borrowing costs | (10,665) | 1,251 | (9,414) |
| Total | (1,195,057) | 8,292 | (1,186,765) |
| Deferred tax assets/(liabilities), net | (261,242) | (33,424) | (294,666) |
PAGE: 61 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(c) Reconciliation of the effective tax rate
The amounts recorded as income tax and social contribution expenses in the financial statements are reconciled to the statutory rates, as shown below:
| January to March 2020 | January to March 2019 | |
|---|---|---|
| Profit/(loss) before income taxes | (977,257) | 991,200 |
| Statutory rate | 34% | 34% |
| Estimated expense at statutory rate | 332,267 | (337,008) |
| Permanent differences | ||
| Provision - Law 4,819/1958 – G0 (i) | (10,095) | (11,926) |
| Donations | (3,774) | (986) |
| Other differences | 913 | 6,011 |
| Income tax and social contribution | 319,311 | (343,909) |
| Current income tax and social contribution | 232,724 | (310,485) |
| Deferred income tax and social contribution | 86,587 | (33,424) |
| Effective rate | (33%) | 35% |
(i) Permanent difference related to the provision for actuarial liability (Note 19 (b) (ii)).
PAGE: 62 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
18 Provisions
(a) Lawsuits and proceedings that resulted in provisions
(I) Statement of financial position details
The Company is a party to a number of legal claims and administrative proceedings arising from the normal course of business, including civil, tax, labor and environmental matters. Management recognizes provisions consistently with the recognition and measurement criteria established in Note 3.14 to the Annual Financial Statements as of December 31, 2019. The terms and payment amounts depend on the outcome of the lawsuits .
| March 31, 2020 — Provisions | Escrow deposits | Provisions net of deposits | December 31, 2019 — Provisions | Escrow deposits | Provisions net of deposits | |
|---|---|---|---|---|---|---|
| Customer claims (i) | 217,459 | (10,132) | 207,327 | 253,665 | (9,973) | 243,692 |
| Supplier claims (ii) | 194,980 | (303) | 194,677 | 153,654 | (298) | 153,356 |
| Other civil claims (iii) | 83,820 | (2,146) | 81,674 | 93,910 | (16,496) | 77,414 |
| Tax claims (iv) | 59,757 | (3,574) | 56,183 | 59,143 | (3,518) | 55,625 |
| Labor claims (v) | 312,935 | (7,834) | 305,101 | 325,129 | (12,329) | 312,800 |
| Environmental claims (vi) | 207,125 | (29) | 207,096 | 192,950 | (29) | 192,921 |
| Total | 1,076,076 | (24,018) | 1,052,058 | 1,078,451 | (42,643) | 1,035,808 |
| Current | 649,964 | - | 649,964 | 550,247 | - | 550,247 |
| Noncurrent | 426,112 | (24,018) | 402,094 | 528,204 | (42,643) | 485,561 |
(II) Changes
| December 31, 2019 | Additional provisions | Interest and inflation adjustment | Use of the accrual | Amounts not used (reversal) | March 31, 2020 | |
|---|---|---|---|---|---|---|
| Customer claims (i) | 253,665 | 5,613 | 7,256 | (38,355) | (10,720) | 217,459 |
| Supplier claims (ii) | 153,654 | 35,941 | 5,426 | (5) | (36) | 194,980 |
| Other civil claims (iii) | 93,910 | 4,683 | 3,770 | (15,312) | (3,231) | 83,820 |
| Tax claims (iv) | 59,143 | 149 | 908 | (8) | (435) | 59,757 |
| Labor claims (v) | 325,129 | 13,600 | 9,655 | (22,385) | (13,064) | 312,935 |
| Environmental claims (vi) | 192,950 | 8,986 | 6,726 | - | (1,537) | 207,125 |
| Subtotal | 1,078,451 | 68,972 | 33,741 | (76,065) | (29,023) | 1,076,076 |
| Escrow deposits | (42,643) | (822) | (360) | 14,431 | 5,376 | (24,018) |
| Total | 1,035,808 | 68,150 | 33,381 | (61,634) | (23,647) | 1,052,058 |
PAGE: 63 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| December 31, 2018 | Additional provisions | Interest and inflation adjustment | Use of the accrual | Amounts not used (reversal) | March 31, 2019 | |
|---|---|---|---|---|---|---|
| Customer claims (i) | 290,649 | 4,061 | 6,356 | (39,259) | (26,588) | 235,219 |
| Supplier claims (ii) | 67,985 | 4,710 | 7,159 | (25,970) | (27,129) | 26,755 |
| Other civil claims (iii) | 98,302 | 1,372 | 1,738 | (936) | (13,296) | 87,180 |
| Tax claims (iv) | 63,335 | 110 | 622 | (4,490) | (1,578) | 57,999 |
| Labor claims (v) | 302,935 | 17,173 | 8,720 | (12,582) | (12,498) | 303,748 |
| Environmental claims (vi) | 170,419 | 12,293 | 5,348 | - | (208) | 187,852 |
| Subtotal | 993,625 | 39,719 | 29,943 | (83,237) | (81,297) | 898,753 |
| Escrow deposits | (100,763) | (1,173) | (288) | 15,762 | 58,024 | (28,438) |
| Total | 892,862 | 38,546 | 29,655 | (67,475) | (23,273) | 870,315 |
(b) Lawsuits deemed as contingent liabilities
The Company is party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor claims, which are assessed as contingent liabilities in the financial statements, since it either does not expect outflows to be required or the amount of the obligation cannot be reliably measured. Contingent liabilities, net of deposits, are represented as follows:
| March 31, 2020 | December 31, 2019 | |
|---|---|---|
| Customer claims (i) | 95,167 | 86,061 |
| Supplier claims (ii) | 2,015,727 | 1,986,736 |
| Other civil claims (iii) | 692,438 | 679,623 |
| Tax claims (iv) | 1,188,618 | 1,184,811 |
| Labor claims (v) | 651,247 | 631,364 |
| Environmental claims (vi) | 5,044,071 | 4,864,894 |
| Total | 9,687,268 | 9,433,489 |
(c) Explanation on the nature of the main classes of lawsuits
(i) Customer claims
Approximately 680 lawsuits (680 as of December 31, 2019) were filed by commercial customers, who claim that their tariffs should correspond to other customer categories, and 320 lawsuits (320 as of December 31, 2019) in which customers claimed a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company, and 30 lawsuits (30 as of December 31, 2019) in which customers plead the reduction in tariff under the category “Social Welfare Entity”.
PAGE: 64 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
(ii) Supplier claims
These lawsuits include lawsuits filed by some suppliers alleging underpayment of monetary adjustments and the economic and financial imbalance of the agreements, and are in progress at different courts.
(iii) Other civil claims
These mainly refer to indemnities for property damage, pain and suffering, and loss of profits allegedly caused to third parties, such as vehicle accidents, claims, challenges on the methodology to collect tariffs, among others, filed at different court levels.
(iv) Tax claims
Tax claims refer mainly to tax collections and fines in general challenged due to disagreements regarding notification or differences in the interpretation of legislation by the Company's Management, which were accrued while others were deemed as contingent liabilities.
(v) Labor claims
The Company is a party to several labor lawsuits, involving issues such as overtime, shift schedule, health hazard premium and hazardous duty premium, prior notice, change of function, salary equalization, service outsourcing and other, which are at various court levels.
(vi) Environmental claims
These refer to several administrative proceedings and lawsuits filed by government entities, including Companhia Ambiental do Estado de São Paulo (CETESB) and the Public Prosecution Office of the São Paulo State, that aim affirmative and negative covenants and penalty is estimated due to failure to comply in addition to the imposition of indemnity due to environmental damages allegedly caused by the Company.
(d) Guarantee insurance for escrow deposit
On May 25, 2019, the Company contracted guarantee insurance for escrow deposit, in the amount of R$ 500 million, for one year. Such insurance will be used to settle legal claims instead of having immediate cash disbursement by the Company, such insurance is used until the conclusion of these proceedings limited to up to five years.
From January to March 2020, the Company used R$ 0.7 million of the contracted amount (R$ 21.8 million from January to March 2019). A total of R$ 423.8 million from the current contract is outstanding.
19 Employee benefits
(a) Healthcare plan
Since August 1, 2019, the new health plans managed by Fundação CESP (FUNCESP), which replaced the previous health plans managed by SABESPREV, have been in effect .
PAGE: 65 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
Benefits are now paid after the event, free of choice, sponsored by contributions of SABESP and the employees. In the first quarter of 2020, the Company contributed 8.4%, on average, of gross payroll, totaling R$ 54,021 (7.9% in the first quarter of 2019, totaling R$ 98,890, of which R$ 46,086 corresponding to regular expenses and R$ 52,804 to extraordinary contributions to meet the solvency margin ) .
(b) Pension plan liabilities
The Company has Post-Employment Benefit Plans in the following modalities: Defined Benefit (BD) – G1 (i) and G0 (ii); and Defined Contribution (CD) – Sabesprev Mais and FUNCESP (ii i ) .
Defined benefit plans
Summary of pension plan liabilities – Liabilities
| G1 Plan | G0 Plan | Total | |
|---|---|---|---|
| Pension plan liabilities as of December 31, 2019 | (314,677) | (3,046,255) | (3,360,932) |
| Expenses recognized in 2020 | (6,241) | (51,565) | (57,806) |
| Payments made in 2020 | 9,375 | 42,677 | 52,052 |
| Pension plan liabilities as of March 31, 2020 | (311,543) | (3,055,143) | (3,366,686) |
| G1 Plan | G0 Plan | Total | |
|---|---|---|---|
| Pension plan liabilities as of December 31, 2018 | (363,902) | (2,606,107) | (2,970,009) |
| Expenses recognized in 2019 | (10,019) | (56,841) | (66,860) |
| Payments made in 2019 | 9,151 | 40,905 | 50,056 |
| Pension plan liabilities as of March 31, 2019 | (364,770) | (2,622,043) | (2,986,813) |
(i) G1 Plan
Managed by SABESPREV, the defined benefit plan (“G1 Plan”) receives similar contributions established in a plan of subsidy of actuarial study of SABESPREV, as follows:
· 0.99% of the portion of the salary of participation up to 20 salaries; and
· 8.39% of the surplus, if any, of the portion of the salary of participation over 20 salaries.
In the first quarter of 2020, expenses related to the obligation of defined benefit totaled R$ 4,530, R$ 637 and R$ 397 (R$ 6,193, R$ 1,524 and R$ 1,241 in the first quarter of 2019), allocated to operating costs, selling expenses and administrative expenses, respectively. The amount of R$ 677 was capitalized in assets (R$ 1,061 in 2019 ).
(ii) G0 Plan
Pursuant to State Law 4,819/1958, employees who started providing services prior to May 1974 and retired as an employee of the Company acquired a legal right to receive supplemental pension payments, which rights are referred as "G0 Plan". The Company pays these supplemental benefits on behalf of GESP and makes claims for reimbursements from the State Government, which are recorded as accounts receivable from related parties, limited to the amounts considered virtually certain that will be reimbursed by GESP.
PAGE: 66 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
In the first quarter of 2020, expenses related to the obligation of the benefit defined in the G0 Plan, recorded under administrative expenses, totaled R$ 51,565, (R$ 56,841 in the first quarter of 2019 ).
(iii) Sabesprev Mais and FUNCESP Plan
Since December 31, 2019, the “Sabesprev Mais” Defined Contribution Plan, managed by SABESPREV, has not been accepting any new adhesions and, since January 1, 2020, new employees have the option to enroll in the Defined Contribution Plan managed by FUNCESP, as well as those who did not enroll in the Sabesprev Mais Plan .
The sponsor's contributions correspond to the result obtained by applying a percentage of 100% on the basic contribution made by the participant .
In the first quarter of 2020, expenses related to defined contribution totaled R$ 3,770, R$ 480 and R$ 1,056 (R$ 3,560, R$ 471 and R$ 939 in the first quarter of 2019), allocated to operating costs, selling expenses and administrative expenses, respectively. The amount of R$ 663 was capitalized in assets (R$ 492 in the first quarter of 2019 ) .
(c) Profit sharing
The Company has a profit-sharing program in accordance with an agreement with the labor union. Payment corresponds to up to one-month salary for each employee, depending on performance of goals reached from January to December. From January to March 2020 and 2019, the Company accrued R$ 24,017 and R$ 22,802, respectively, under Labor liabilities.
20 Services payable
The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also includes the amounts payable related to the transfer of 7.5% of revenue from the São Paulo municipal government to the Municipal Fund. The balances as of March 31, 2020 and December 31, 2019 were R$ 632,181 and R$ 474,078, respectively .
21 Knowledge Retention Program and Consent Decree
a) Knowledge Retention Program (PRC)
In June 2018, SABESP implemented the Knowledge Retention Program (PRC), aiming to provide personnel planning conditions and mitigate the impact of the exit of employees who possess strategic knowledge acquired throughout their career.
For those enrolled in the Program, the compliance with the agreements of the Collective Bargaining Agreement effective on the date of termination is thereby guaranteed. They will also receive a severance incentive proportional to the length of service at SABESP, corresponding to a percentage of the balance of the Guarantee Fund for Length of Service (FGTS), for termination purposes, on the date of termination.
As of March 31, 2020, the total balance was R$ 155,491 (R$ 153,377 as of December 31, 2019), recoded in Labor liabilities, under current liabilities .
PAGE: 67 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
b) Consent Decree (TAC)
As of March 31, 2020, the amount accrued under Labor obligations, related to the Consent Decree, totaled R$ 9,982 (R$ 10.472 as of December 31, 2019), of which R$ 7,810 (R$ 8,242 as of December 31, 2019) under current liabilities and R$ 2,172 (R$ 2,230 as of December 31, 2019) under noncurrent liabilities .
22 Equity
(a) Subscribed and paid-in capital
As of March 31, 2020 and December 31, 2019, subscribed and paid-in capital was represented by 683,509,869 registered, book-entry common shares with no par value, as follows:
| March 31, 2020 — Number of shares | % | December 31, 2019 — Number of shares | % | |
|---|---|---|---|---|
| São P aulo State Government ( 1 ) ( 2 ) | 343,507,756 | 50 . 2 6 | 3 4 3 , 524 ,2 85 | 5 0 . 2 6 |
| Companhia Brasileira de Liquidação e Custódia | 2 4 3 ,6 22 , 1 9 4 | 35.64 | 23 5 , 6 43,7 6 5 | 34.47 |
| The Bank Of New York ADR Department (equivalent in shares) (3) | 95,846,470 | 1 4 . 0 2 | 103 , 82 3 , 655 | 15.19 |
| Other | 533,449 | 0.08 | 5 1 8 , 1 64 | 0.08 |
| 683,509,869 | 1 0 0 . 00 | 683,509,869 | 100 . 0 0 |
(1) includes 343,507,750 shares from the Treasury Department of the São Paulo State and six shares held by Companhia Paulista de Parcerias (CPP), which is controlled by the São Paulo State Government.
(2) There is a lawsuit with a mandatory injunction filed under number 10 5 1 534-40 .2 0 1 9.8. 26.0 053 pending at the 7 th Tax Court of the City of São Paulo, pleading the unlawfulness of the disposal of shares owned by the Treasury Department of the São Paulo State to third parties, filed by Banco Bradesco S.A., the custodian and bookkeeping agent of the Company’s shares.
(3) each ADR corresponds to 1 share.
(b) Interest on capital payable
The Annual Shareholders’ Meeting of April 2 8, 2 0 20 approved the distribution of dividend s as interest on capital in the amount of R $ 79 9 , 7 8 5 , c o rr e spon ding to minimum mandatory dividend of R $ 1 4 1,20 3 as additional dividends , tota ling R$ 9 4 0,988 , to be paid on May 2 9, 20 2 0 .
PAGE: 68 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
23 Earnings/(loss) per share Basic and diluted
Basic earnings/(loss) per share is calculated by dividing the equity attributable to the Company’s owners by the weighted average number of outstanding common shares during the year. The Company does not have potentially dilutive common shares outstanding or debts convertible into common shares. Accordingly, basic and diluted earnings per share are equal.
| January to March 2020 | January to March 2019 | |
|---|---|---|
| Profit/(loss) attributable to Company’s owners | (657,946) | 647,291 |
| Weighted average number of common shares issued | 683,509,869 | 683,509,869 |
| Basic and diluted earnings/(loss) per share (reais per share) | (0.96260) | 0.94701 |
24 Operating segment information
Management, comprised of the Board of Directors and Board of Executive Officers, has determined the operating segment used to make strategic decisions, as sanitation services.
Result
| January to March 2020 — Sanitation (i) | Reconciliation to the income statement (ii) | Balance as per financial statements | |
|---|---|---|---|
| Gross operating revenue | 3,803,878 | 521,420 | 4,325,298 |
| Gross sales deductions | (282,948) | - | (282,948) |
| Net operating revenue | 3,520,930 | 521,420 | 4,042,350 |
| Costs, selling, general and administrative expenses | (2,536,885) | (508,765) | (3,045,650) |
| Income from operations before other operating expenses, net and equity accounting | 984,045 | 12,655 | 996,700 |
| Other operating income/(expenses), net | 2,753 | ||
| Equity accounting | 3,575 | ||
| Financial result, net | (1,980,285) | ||
| Income before income tax and social contribution | (977,257) | ||
| Depreciation and amortization | (483,569) | - | (483,569) |
PAGE: 69 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
| January to March 2019 — Sanitation (i) | Reconciliation to the income statement (ii) | Balance as per financial statements | |
|---|---|---|---|
| Gross operating revenue | 3,536,147 | 603,527 | 4,139,674 |
| Gross sales deductions | (261,170) | - | (261,170) |
| Net operating revenue | 3,274,977 | 603,527 | 3,878,504 |
| Costs, selling, general and administrative expenses | (2,156,481) | (589,958) | (2,746,439) |
| Income from operations before other operating expenses, net and equity accounting | 1,118,496 | 13,569 | 1,132,065 |
| Other operating income/(expenses), net | 7,827 | ||
| Equity accounting | 1,764 | ||
| Financial result, net | (150,456) | ||
| Income before income tax and social contribution | 991,200 | ||
| Depreciation and amortization | (410,863) | - | (410,863) |
(i) See Note 30 for further information about non-cash items, other than depreciation and amortization that impact segment results, and for additional information to long-lived asset.
(ii) Construction revenue and related costs are not reported to the CODM. Revenue from construction is recognized in accordance with ICPC 01 (R1)/IFRIC 12 (Concession Agreements) and CPC 47/IFRS 15 (Revenue from Contracts with Customers), as all performance obligations are satisfied over time. See Note 13 (e) for further information.
Explanation on the reconciliation items for the financial statements. The impacts on gross operating income and costs are as follows:
| January to March 2020 | January to March 2019 | |
|---|---|---|
| Gross revenue from construction recognized under ICPC 1 (R1) | 521,420 | 603,527 |
| Construction costs recognized under ICPC 1 (R1) | (508,765) | (589,958) |
| Construction margin | 12,655 | 13,569 |
PAGE: 70 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
25 Operating revenue
(a) Revenue from sanitation services:
| January to March 2020 | January to March 2019 | |
|---|---|---|
| Metropolitan Region of São Paulo | 2,670,166 | 2,468,134 |
| Regional systems | 1,133,712 | 1,068,013 |
| Total | 3,803,878 | 3,536,147 |
(b) Reconciliation between gross operating income and net operating income:
| January to March 2020 | January to March 2019 | |
|---|---|---|
| Revenue from sanitation services (i) | 3,803,878 | 3,536,147 |
| Construction revenue | 521,420 | 603,527 |
| Sales tax | (266,051) | (246,521) |
| Regulation, Control and Oversight Fee (TRCF) | (16,897) | (14,649) |
| Net revenue | 4,042,350 | 3,878,504 |
(i ) Includes the amounts of R$ 18,738 and R$ 16,718 from January to March 2020 and 2019, respectively, from the TRCF charged from customers from the municipalities regulated by ARSESP .
PAGE: 71 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
26 Operating costs and expenses
| January to March 2020 | January to March 2019 | |
|---|---|---|
| Operating costs | ||
| Salaries, payroll charges and benefits | (503,677) | (499,548) |
| Pension plan liabilities | (9,702) | (12,231) |
| Construction costs (Note 24) | (508,765) | (589,958) |
| General supplies | (56,649) | (55,100) |
| Treatment supplies | (93,764) | (86,693) |
| Outsourced services | (308,964) | (273,954) |
| Electricity | (325,838) | (282,434) |
| General expenses | (165,796) | (152,504) |
| Depreciation and amortization | (448,857) | (384,681) |
| (2,422,012) | (2,337,103) | |
| Selling expenses | ||
| Salaries, payroll charges and benefits | (67,994) | (70,022) |
| Pension plan liabilities | (1,314) | (1,678) |
| General supplies | (1,415) | (1,720) |
| Outsourced services | (62,060) | (85,977) |
| Electricity | (363) | (367) |
| General expenses | (34,386) | (27,236) |
| Depreciation and amortization | (14,438) | (4,195) |
| (181,970) | (191,195) | |
| Bad debt expenses (Note 8 (c)) | (157,489) | (7,760) |
| Administrative expenses | ||
| Salaries, payroll charges and benefits | (63,919) | (60,476) |
| Pension plan liabilities | (31,205) | (37,059) |
| General supplies | (7,624) | (588) |
| Outsourced services | (53,097) | (62,244) |
| Electricity | (333) | (193) |
| General expenses | (92,231) | (12,010) |
| Depreciation and amortization | (20,274) | (21,987) |
| Tax expenses | (15,496) | (15,824) |
| (284,179) | (210,381) | |
| Operating costs and expenses | ||
| Salaries, payroll charges and benefits | (635,590) | (630,046) |
| Pension plan liabilities | (42,221) | (50,968) |
| Construction costs (Note 24) | (508,765) | (589,958) |
| General supplies | (65,688) | (57,408) |
| Treatment supplies | (93,764) | (86,693) |
| Outsourced services | (424,121) | (422,175) |
| Electricity | (326,534) | (282,994) |
| General expenses | (292,413) | (191,750) |
| Depreciation and amortization | (483,569) | (410,863) |
| Tax expenses | (15,496) | (15,824) |
| Bad debt expenses (Note 8 (c)) | (157,489) | (7,760) |
| (3,045,650) | (2,746,439) |
PAGE: 72 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
27 Financial income (expenses)
| | January to March
2020 | January to March
2019 |
| --- | --- | --- |
| Financial expenses | | |
| Interest and charges on borrowings and financing – local
currency | (73,581) | (81,168) |
| Interest and charges on borrowings and financing – foreign
currency | (49,098) | (42,461) |
| Other
financial expenses | (78,951) | (79,635) |
| Income
tax over international remittance | (5,193) | (4,668) |
| Inflation adjustment on borrowings and financing | (18,607) | (16,692) |
| Other inflation
adjustments | (32,214) | (11,180) |
| Interest and inflation adjustments on provisions | (26,261) | (16,673) |
| Total
financial expenses | (283,905) | (252,477) |
| Financial income | | |
| Inflation adjustment gains | 36,148 | 25,810 |
| Income
on short-term investments | 22,102 | 38,975 |
| Interest income | 45,556 | 43,162 |
| Cofins
and Pasep | (4,877) | (5,019) |
| Other | 3 | 3 |
| Total
financial income | 98,932 | 102,931 |
| Financial income (expenses), net before exchange
variation | (184,973) | (149,546) |
| Net
exchange gains (losses) | | |
| Exchange variation on borrowings and financing
(i) | (1,796,539) | (175) |
| Exchange gains on assets | 1,224 | (731) |
| Other
exchange variations | 3 | (4) |
| Exchange variations, net | (1,795,312) | (910) |
| Financial income (expenses), net | (1,980,285) | (150,456) |
(i) Increase of R$ 1,796.4 million in exchange variation on borrowings and financing, mainly due to higher appreciation of the US dollar and Yen against the Real in the first quarter of 2020, of 29.0% and 30.1%, respectively, compared to the variation in the first quarter of 2019, of 0.6% (dollar) and -0.2% (Yen).
PAGE: 73 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
28 Other operating income (expenses), net
| January to March 2020 | January to March 2019 | |
|---|---|---|
| Other operating income, net | 10,039 | 13,385 |
| Other operating expenses | (7,286) | (5,558) |
| Other operating income (expenses), | ||
| net | 2,753 | 7,827 |
Other operating income is comprised of sale of property, plant and equipment, sale of contracts awarded in public bids, right to sell electricity, indemnities and reimbursement of expenses, fines and collaterals, property leases, reuse water, PURA projects and services, net of Cofins and Pasep.
Other operating expenses consist mainly of derecognition of concessions assets due to obsolescence, discontinued construction works, unproductive wells, projects considered economically unfeasible, losses on property, plant and equipment and exceeding cost of electricity sold.
29 Commitments
The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. The main unrecognized committed amounts as of March 31, 2020 are as follows:
| 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| Contractual obligations - | |||||
| Expenses | 2 , 194,425 | 1, 5 3 7,1 0 4 | 6 9 6 , 3 3 1 | 2 , 9 0 2 , 7 0 3 | 7,330,563 |
| Contractual | |||||
| obligations - Investments | 2 , 95 3, 0 7 3 | 1 , 9 6 6 , 0 7 1 | 885,878 | 542,120 | 6 , 3 4 7 , 1 4 2 |
| Total | 5,14 7 , 4 9 8 | 3 , 5 0 3 , 1 7 5 | 1,5 8 2, 2 0 9 | 3 ,44 4 , 8 23 | 1 3 , 6 77, 7 0 5 |
The main commitment refers to the São Lourenço PPP. See Note 1 3 ( g ) .
PAGE: 74 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
30 Supplemental cash flow information
| | January to March
2020 | January to March
2019 |
| --- | --- | --- |
| Total additions
to contract assets (Note 12) | 681,120 | 667,391 |
| Total additions
to intangible assets (Note 13 (b)) | 25,269 | 101,313 |
| Items not
affecting cash (see breakdown below) | (312,816) | (559,152) |
| Total additions
to intangible and contract assets as per statement of cash
flows | 393,573 | 209,552 |
| Investments and
financing operations affecting intangible assets but not
cash: | | |
| Interest
capitalized in the period (Note 13 (d)) | 71,057 | 80,014 |
| Contractors
payable | 111,749 | 290,109 |
| Public-Private
Partnership - São Lourenço PPP (Note 13 (g)) | - | 75,406 |
| Performance
agreements | 94,358 | - |
| Right of use
(Note 13 (b)) | 22,997 | 100,054 |
| Construction
margin (Note 24) | 12,655 | 13,569 |
| Total | 312,816 | 559,152 |
31 Events after the reporting period
· Tariff Adjustment Index
On April 9, 2020, the Regulatory Agency for Sanitation and Energy of the State of São Paulo (ARSESP) published Resolutions 980 and 979.
Resolution 980 disclosed the Company’s tariff adjustment index, of 2.4924%, as follows :
• IPCA variation of 3.3032% in the period;
• Efficiency factor (X Factor) of 0.6920%; and
• Quality factor (Q Factor) of -0.1188%;
However, in accordance with Official Letter SIMA/GAB/370/2020 of the State Secretariat for Infrastructure and Environment that requests ARSESP to evaluate the possibility of postponing the tariff adjustment for 90 days, as an additional measure to Decree 64,879/2020, which recognizes the state of pubic calamity arising from the COVID-19 pandemic, ARSESP resolved to:
• Postpone the publication of new tariff tables, resulting from the annual tariff adjustment to June 10, 2020 ;
• The adjusted tariff tables, including those of the municipalities of Iperó, Pereiras, Santa Branca and Santa Isabel, will be published by June 10, 2020 and will be applied as of thirty (30) days from their publication, as per Law 11,445/2007;
• The compensatory adjustments for the postponement of the application of the annual tariff adjustment will be calculated until June 10, 2020; and
PAGE: 75 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Notes to the Interim Financial Information
• The amount to be compensated will be distributed in the tariffs to be used in the period between July 10, 2020 and May 10, 2021, when the results of the Third Ordinary Tariff Revision will be applied.
Resolution 979 states that ARSESP will assess the economic and financial balance of the provision of services in order to re-establish it in due course, if necessary, because of the impact caused when the company exempted customers in the “Residencial Social” and “Residencial Favela (Shantytown)” categories from paying water/sewage bills. This measure will be valid for 90 days for customers registered on March 19, 2020 for bills issued as of April 1, 2020 in all municipalities operated by the Company .
· 25 th Issue Debentures
On April 27, 2020, SABESP held the twenty-fifth issue of debentures in the amount of R$ 1.45 billion, maturing in October 2021, at the CDI + 3.30% per year.
· Conversion from Dollars to Reais of the debt contracted with the Inter American Development Bank (IDB)
On April 28, 2020, the Company carried out the conversion from Dollars to Reais of the debt contracted with the Inter American Development Bank (IDB) in the amount of US$ 494,616,801.20, corresponding to the debt balance of the 2202 / OC-BR loan related to the Rio Tietê Stage III Depollution Program. The details are :
Date: Executed, April 27, 2020 / effective: May 5, 2020
Expiration: September 3, 2035
Amortization: Semi-annual installments
Total amount:
From : US$ 4 9 4, 6 1 6,8 0 1. 2 0
To: R $ 2.8 1 0 ,9 07 , 2 8 1 . 22
From: Dollar - Libor 3 months + 0.39% per year () To: Reais - DI + 0.06% per year ()
() On this rate, the variable margin for loans from IDB Ordinary Capital is added. This rate is periodically determined by the bank and today is at 80 bps.*
PAGE: 76 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Comments on the Company’s Projections
Comments on the Company’s projections
The projections presented in the Reference Form are annual and not on a quarterly basis. Therefore, the quarterly comparison between information disclosed in the Reference Form with quarterly results shall not apply.
The projections monitoring occurs on annual basis and are disclosed in the Reference Form.
PAGE: 77 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Other Information Deemed as Relevant by the Company
1. CHANGES IN INTEREST HELD BY THE CONTROLLING SHAREHOLDER, BOARD MEMBERS AND EXECUTIVE OFFICERS
| CONSOLIDATED SHAREHOLDEING POSITION OF CONTROLLING
SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES Position as of 3/ 31/2020 — Shareholder | Number of Common
Shares (units) | % | Total Number of Shares (units) | % |
| --- | --- | --- | --- | --- |
| Controlling
Shareholder | | | | |
| Treasury Department ( 1 ) | 343,507,750 | 50.3% | 343,507,750 | 50.3% |
| Companhia
Paulista de Parcerias -
CPP | 6 | 0% | 6 | 0% |
| Management | | | | |
| Board of
Directors | 3,000 | 0.0% | 3,000 | 0.0% |
| Board of
Executive Officers | - | - | - | - |
| Fiscal
Council | 2 | 0% | 2 | 0% |
| Treasury
Shares | - | - | - | - |
| Other
Shareholders | | | | |
| Total | 343,510,758 | 50.3% | 343,510,758 | 50.3% |
| Outstanding
Shares | 339, 9 99,111 | 49.7% | 339,999 , 111 | 49.7% |
(1) There is a lawsuit with a mandatory injunction filed under number 1051534-40.2019.8.26.0053 pending at the 7 th Tax Court of the City of São Paulo, pleading the unlawfulness of the disposal of shares owned by the Treasury Department of the São Paulo State to third parties, filed by Banco Bradesc o S. A ., the custodian and bookkeeping agent of Sabesp’s shares.
PAGE: 78 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Other Information Deemed as Relevant by the Company
| CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING
SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES Position as of 3/ 31/2019 — Shareholder | Number of Common
Shares (units) | % | Total Number of Shares (units) | % |
| --- | --- | --- | --- | --- |
| Controlling
Shareholder | | | | |
| Treasury
Department | 343,524 , 2 85 | 50.3% | 343,524 , 2 85 | 50.3% |
| Companhia
Paulista de Parcerias -
CPP | 6 | 0% | 6 | 0% |
| Management | | | | |
| Board of
Directors | 3,000 | 0.0% | 3,000 | 0.0% |
| Board of
Executive Officers | - | - | - | - |
| Fiscal
Council | 114 | 0.0% | 114 | 0.0% |
| Treasury
Shares | - | - | - | - |
| Other
Shareholders | | | | |
| Total | 343,527,405 | 50.3% | 343,527,405 | 50.3% |
| Outstanding
Shares | 339,98 2 ,464 | 49.7% | 339,982,464 | 49.7% |
2. SHAREHOLDING POSITION
| SHAREHOLDING
POSITION OF HOLDERS OF MORE THAN 5% OF EACH TYPE AND CLASS OF COMPANY
SHARES, UP TO THE INDIVIDUAL LEVEL — Company: CIA SANEAMENTO
BÁSICO ESTADO SÃO PAULO | | | Position as of 3/ 31/2020 (Number of
shares) | |
| --- | --- | --- | --- | --- |
| | Common
shares | | Total | |
| Shareholder | Number of
shares | % | Number of
shares | % |
| Treasury
Department | 343,507,750 | 50.3 | 343,507,750 | 50.3 |
PAGE: 79 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Reports and Statements / Unqualified Report on Special Review
Report on Review of Quarterly Financial Information - ITR
To the Shareholders, Board of Directors and Management of
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
São Paulo - SP
Introduction
We have reviewed the interim financial information of Companhia de Saneamento Básico do Estado de São Paulo – SABESP (“The Company”), contained in the Quarterly Financial Information Form (ITR) for the quarter ended March 31, 2020 , comprising the balance sheet as of March 31, 2020 and the respective statements of income, comprehensive income, changes in shareholders' equity and cash flows for the three-month period then ended, including the explanatory notes.
Management is responsible for the preparation of the interim financial information in accordance with Accounting Pronouncement CPC 21(R1) and International Standard IAS 34 - Interim Financial Reporting, issued by International Accounting Standards Board - IASB, and for the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of the Quarterly Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with the Brazilian and International Standard on Review Engagements (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively) . A review of interim financial information consists of making inquiries, primarily of persons responsible for 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 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 interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the interim financial information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of Quarterly Financial Information - ITR and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission.
Other matters
Statement of added value
The interim financial information referred above comprise the statement of added value (DVA) for the three-month period ended March 31, 2020, prepared under the responsibility of the Company's management, presented as supplementary information for the purposes of IAS 34. This statement was submitted to the review procedures performed together with the review of the Quarterly Financial Information, with the purpose to evaluate whether this is reconciled to the financial information and to accounting records, as applicable, and whether their form and presentation and content are in accordance with the criteria set on Technical Pronouncement CPC 09 - Statement of Added Value. Based on our review, nothing has come to our attention that causes us to believe that the statement of added value referred to above has not been prepared, in all material respects, according to the criteria defined in this Standard and consistently in relation to the interim financial information taken as a whole.
São Paulo, May 14, 2020
KPMG Auditores Independentes
CRC SP-014428/O-6
(Original report in Portuguese signed by)
Bernardo Moreira Peixoto Neto
Accountant CRC RJ-064887/O-8
PAGE: 80 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Reports and Statements / Executive Officers’ Statement on the Financial Statements
Executive Officers’ Statement on the Interim Financial Information STATEMENT
The Executive Officers of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, with Corporate Taxpayers’ ID (CNPJ/MF) no. 43.776.517/0001-80, headquartered at Rua Costa Carvalho, nº 300, Pinheiros, São Paulo, declare that, pursuant to paragraph 1, article 25, item VI of CVM Instruction 480, of December 7, 2009, that:
They revised, discussed and agreed with the interim financial information for the period ended March 31, 2020. São Paulo, May 14, 2020.
Companhia de Saneamento Básico do Estado de São Paulo – SABESP
Benedito Pinto Ferreira Braga Junior
Chief Executive Officer
Rui de Britto Álvares Affonso
Chief Financial and Investor Relations Officer
Adriano Candido Stringhini
Corporate Management Officer
Alceu Segamarchi Junior
Technology, Project and Environment Officer
Paulo Massato Yoshimoto
Metropolitan Officer
Ricardo Daruiz Borsari
Regional Systems Officer
PAGE: 81 of 82
ITR - Quarterly Information Form - 3/31/2020 - CIA SANEAMENTO BASICO EST SAO PAULO Version : 1
Reports and Statements / Executive Officers’ Statement on the Report of Independent Registered Public Accounting Firm
Executive Officers’ Statement on the Report of Independent Registered Public Accounting Firm STATEMENT
The Executive Officers of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, with Corporate Taxpayer’s ID (CNPJ/MF) no. 43.776.517/0001-80, headquartered at Rua Costa Carvalho, nº 300, Pinheiros, São Paulo, declare that, pursuant to paragraph 1, article 25, item V, of CVM Instruction 480, of December 7, 2009, that:
They revised, discussed and agreed with the Report of Independent Registered Public Accounting Firm on the interim financial information for the period ended March 31, 2020.
São Paulo, May 14, 2020.
Companhia de Saneamento Básico do Estado de São Paulo – SABESP
B enedito Pinto Ferreira Braga Junior
Chief Executive Officer
Rui de Britto Álvares Affonso
Chief Financial and Investor Relations Officer
Adriano Candido Stringhini
Corporate Management Officer
Alceu Segamarchi Junior
Technology, Project and Environment Officer
Paulo Massato Yoshimoto
Metropolitan Officer
Ricardo Daruiz Borsari
Regional Systems Officer
PAGE: 82 of 82
*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 29, 2020
| 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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.