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Published: 2021-09-02 10:38:07 ET
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6-K 1 sbsitr2q21_6k.htm 6-K
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For August, 2021
(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 - 6/30/2021 - CIA SANEAMENTO BASICO EST SAO PAULO

Version : 1

  

 

Table of Contents

 

 

 

Company Information

   
Capital Breakdown 1
Parent Company’s Financial Statements  
Statement of Financial Position – Assets 2
Statement of Financial Position – Liabilities 3
Income Statement 5
Statement of Comprehensive Income 7
Statement of Cash Flows 8
Statement of Changes in Equity  
1/01/2021 to 6/30/2021 10
1/01/2020 to 6/30/2020 11
Statement of Value Added 12
Comments on the Company’s Performance 13
Notes to the Quarterly Information 23
Comments on the Company’s Projections 83
Other Information Deemed as Relevant by the Company 84
Reports and Statements  
Unqualified Reports on Special Review 86
Executive Officers’ Statement on the Financial Statements 87
Executive Officers’ Statement on the Report of Independent Registered Public Accounting Firm 88

 

 

 

ITR - Quarterly Information Form - 6/30/2021 - CIA SANEAMENTO BASICO EST SAO PAULO

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Company Data / Capital Breakdown

 

 

Number of shares Current Quarter
(Units) 6/30/2021
Paid-In Capital  
Common 683,509,869
Preferred 0
Total 683,509,869
Treasury Shares  
Common 0
Preferred 0
Total 0
PAGE: 1 of 88 

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Parent Company’s Financial Statements / Statement of Financial Position – Assets

 

(R$ thousand)

 

Code Description Current Quarter Previous Year
    6/30/2021 12/31/2020
1 Total Assets 50,921,444 50,418,636
1.01 Current Assets 5,661,267 6,440,838
1.01.01 Cash and Cash Equivalents 249,932 396,401
1.01.02 Financial Investments 2,698,856 3,411,146
1.01.02.03 Financial Investments Valued at Amortized Cost 2,698,856 3,411,146
1.01.03 Accounts Receivable 2,415,336 2,372,083
1.01.03.01 Trade Receivables 2,249,036 2,204,029
1.01.03.02 Other Receivables 166,300 168,054
1.01.03.02.01 Related-Party Balances 166,300 168,054
1.01.04 Inventories 108,866 104,848
1.01.06 Recoverable Taxes 43,571 22,672
1.01.06.01 Current Recoverable Taxes 43,571 22,672
1.01.08 Other Current Assets 144,706 133,688
1.01.08.03 Others 144,706 133,688
1.01.08.03.01 Restricted Cash 27,950 35,742
1.01.08.03.20 Other Assets 116,756 97,946
1.02 Noncurrent Asset 45,260,177 43,977,798
1.02.01 Long-Term Assets 9,281,660 9,194,281
1.02.01.04 Accounts Receivable 279,028 246,957
1.02.01.04.01 Trade Receivables 279,028 246,957
1.02.01.09 Receivables from Related Parties 635,385 638,591
1.02.01.09.03 Receivables from Controlling Shareholders 635,385 638,591
1.02.01.10 Other Noncurrent Assets 8,367,247 8,308,733
1.02.01.10.04 Escrow Deposits 146,518 164,942
1.02.01.10.05 Water National Agency – ANA 23,904 26,463
1.02.01.10.06 Contract Asset 8,043,865 7,969,164
1.02.01.10.20 Other Assets 152,960 148,164
1.02.02 Investments 121,882 109,691
1.02.02.01 Equity Interest 75,632 63,417
1.02.02.01.03 Equity Interest in Jointly-Owned Subsidiaries 69,533 57,318
1.02.02.01.04 Other Investments 6,099 6,099
1.02.02.02 Investment Properties 46,250 46,274
1.02.03 Property, Plant and Equipment 267,469 268,251
1.02.04 Intangible Assets 35,589,166 34,405,575
1.02.04.01 Intangible Assets 35,589,166 34,405,575
1.02.04.01.01 Concession Contracts 1,186,331 1,218,440
1.02.04.01.02 Program Contracts 17,915,779 17,731,230
1.02.04.01.03 Service Contracts 15,829,277 14,872,604
1.02.04.01.04 Software License of Use 552,088 540,625
1.02.04.01.05 Right of Use 105,691 42,676
PAGE: 2 of 88 

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Parent Company’s Financial Statements / Statement of Financial Position – Liabilities

 

(R$ thousand)

 

Code Description Current Quarter Previous Year
    6/30/2021 12/31/2020
2 Total Liabilities 50,921,444 50,418,636
2.01 Current Liabilities 5,932,223 5,900,130
2.01.01 Labor Liabilities and Pension Plan Obligations 418,131 410,943
2.01.01.01 Pension Plan Obligations 29,854 48,198
2.01.01.02 Labor Liabilities 388,277 362,745
2.01.02 Trade Payables 225,901 263,741
2.01.02.01 National Suppliers 225,901 263,741
2.01.03 Tax Liabilities 258,069 266,819
2.01.03.01 Federal Tax Liabilities 254,599 258,902
2.01.03.01.01 Income Tax and Social Contribution Payable 75,125 69,041
2.01.03.01.02 Pis-Pasep and Cofins Payable 101,102 93,601
2.01.03.01.03 INSS (Social Security Contribution) Payable 38,690 37,599
2.01.03.01.20 Other Federal Taxes 39,682 58,661
2.01.03.03 Municipal Tax Liabilities 3,470 7,917
2.01.04 Borrowings and Financing 3,277,147 3,034,449
2.01.04.01 Borrowings and Financing 1,128,331 1,016,356
2.01.04.01.01 In Local Currency 799,979 656,712
2.01.04.01.02 In Foreign Currency 328,352 359,644
2.01.04.02 Debentures 2,052,651 1,952,670
2.01.04.03 Financing through Lease 96,165 65,423
2.01.05 Other Liabilities 1,027,183 1,163,969
2.01.05.01 Payables to Related Parties 626 626
2.01.05.01.03 Payables to Controlling Shareholders 626 626
2.01.05.02 Others 1,026,557 1,163,343
2.01.05.02.01 Dividends and Interest on Capital Payable 500 231,611
2.01.05.02.04 Services Payable 496,535 453,750
2.01.05.02.05 Refundable Amounts 40,395 40,514
2.01.05.02.06 Program Contract Commitments 140,983 162,541
2.01.05.02.07 Public-Private Partnership (PPP) 146,242 130,207
2.01.05.02.09 Indemnities 6,839 8,969
2.01.05.02.20 Other Liabilities 195,063 135,751
2.01.06 Provisions 725,792 760,209
2.01.06.01 Tax, Social Security, Labor and Civil Provisions 200,927 187,193
2.01.06.01.01 Tax Provisions 27,076 26,281
2.01.06.01.02 Social Security and Labor Provisions 93,810 88,475
2.01.06.01.04 Civil Provisions 80,041 72,437
2.01.06.02 Other Provisions 524,865 573,016
2.01.06.02.03 Provisions for Environmental Liabilities and Decommissioning 18,398 26,299
2.01.06.02.04 Provisions for Customers 145,105 140,093
2.01.06.02.05 Provisions for Suppliers 361,362 406,624
2.02 Noncurrent Liabilities 20,951,983 21,724,802
2.02.01 Borrowings and Financing 13,211,481 14,224,175
2.02.01.01 Borrowings and Financing 8,530,016 9,136,552
2.02.01.01.01 In Local Currency 5,762,150 5,948,334
2.02.01.01.02 In Foreign Currency 2,767,866 3,188,218
2.02.01.02 Debentures 4,243,085 4,678,427
PAGE: 3 of 88 

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Parent Company’s Financial Statements / Statement of Financial Position – Liabilities

 

(R$ thousand)

 

Code Description Current Quarter Previous Year
    6/30/2021 12/31/2020
2.02.01.03 Financing through Lease 438,380 409,196
2.02.02 Other Liabilities 6,900,604 6,687,818
2.02.02.02 Others 6,900,604 6,687,818
2.02.02.02.04 Pension Plan Obligations 2,858,777 2,868,594
2.02.02.02.05 Program Contract Commitments 42,029 68,939
2.02.02.02.06 Public-Private Partnership (PPP) 2,966,051 3,045,066
2.02.02.02.07 Indemnities 26,581 27,765
2.02.02.02.08 Labor Liabilities 1,806 1,007
2.02.02.02.09 Deferred Cofins/Pasep 152,600 149,444
2.02.02.02.20 Other Liabilities 852,760 527,003
2.02.03 Deferred Taxes 291,750 320,716
2.02.03.01 Deferred Income Tax and Social Contribution 291,750 320,716
2.02.03.01.01 Deferred Income Tax and Social Contribution 291,750 320,716
2.02.04 Provisions 548,148 492,093
2.02.04.01 Tax, Social Security, Labor and Civil Provisions 278,679 255,030
2.02.04.01.01 Tax Provisions 27,269 30,987
2.02.04.01.02 Social Security and Labor Provisions 244,974 212,902
2.02.04.01.04 Civil Provisions 6,436 11,141
2.02.04.02 Other Provisions 269,469 237,063
2.02.04.02.03 Provisions for Environmental Liabilities and Decommissioning 262,897 223,252
2.02.04.02.04 Provisions for Customers 5,975 10,059
2.02.04.02.05 Provisions for Suppliers 597 3,752
2.03 Equity 24,037,238 22,793,704
2.03.01 Paid-Up Capital 15,000,000 15,000,000
2.03.04 Profit Reserves 8,168,330 8,194,706
2.03.04.01 Legal Reserve 1,417,072 1,417,072
2.03.04.08 Additional Dividend Proposed 0 26,376
2.03.04.10 Reserve for Investments 6,751,258 6,751,258
2.03.05 Retained Earnings/Accumulated Losses 1,269,910 0
2.03.06 Equity Valuation Adjustments -401,002 -401,002
PAGE: 4 of 88 

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Parent Company’s Financial Statements / Income Statement

 

(R$ thousand)

 

Code Description   YTD Current Same Quarter YTD Previous
    Current Quarter Year Previous Year Year
    4/01/2021 to 6/30/2021 1/01/2021 to 6/30/2021 4/01/2020 to 6/30/2020 1/01/2020 to 6/30/2020
3.01 Revenue from Sales and/or Services 4,595,919 9,273,336 4,432,546 8,474,896
3.02 Cost of Sales and/or Services -3,063,427 -6,111,470 -2,818,900 -5,240,912
3.02.01 Cost of Sales and/or Services -2,063,521 -4,111,266 -1,822,224 -3,735,471
3.02.02 Construction Costs -999,906 -2,000,204 -996,676 -1,505,441
3.03 Gross Profit 1,532,492 3,161,866 1,613,646 3,233,984
3.04 Operating Income/Expenses -633,274 -1,157,663 -421,087 -1,038,397
3.04.01 Selling Expenses -343,762 -659,607 -308,700 -648,159
3.04.01.01 Selling Expenses -199,661 -394,455 -191,523 -373,493
3.04.01.02 Allowance for Doubtful Accounts -144,101 -265,152 -117,177 -274,666
3.04.02 General and Administrative Expenses -292,774 -520,049 -224,976 -509,155
3.04.04 Other Operating Income 11,954 19,750 30,616 40,655
3.04.04.01 Other Operating Income 15,734 27,935 33,803 44,859
3.04.04.02 Cofins and Pasep -3,780 -8,185 -3,187 -4,204
3.04.05 Other Operating Expenses -12,853 -9,972 79,068 71,782
3.04.06 Equity Pickup 4,161 12,215 2,905 6,480
3.05 Income before Financial Result and Taxes 899,218 2,004,203 1,192,559 2,195,587
3.06 Financial Result 248,813 -105,557 -675,468 -2,655,753
3.06.01 Financial Income 93,551 205,009 69,568 169,724
3.06.01.01 Financial Income 99,009 215,434 72,763 176,572
3.06.01.02 Exchange Gains -854 -407 404 1,628
3.06.01.03 Cofins and Pasep -4,604 -10,018 -3,599 -8,476
3.06.02 Financial Expenses 155,262 -310,566 -745,036 -2,825,477
3.06.02.01 Financial Expenses -287,054 -615,303 -242,998 -526,903
3.06.02.02 Exchange Losses 442,316 304,737 -502,038 -2,298,574
3.07 Earnings before Income Taxes 1,148,031 1,898,646 517,091 -460,166
3.08 Income Tax and Social Contribution -374,979 -628,736 -138,931 180,380
3.08.01 Current -374,219 -657,702 -107,351 125,373
3.08.02 Deferred -760 28,966 -31,580 55,007
PAGE: 5 of 88 

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Parent Company’s Financial Statements / Income Statement

 

(R$ thousand)

 

Code Description   YTD Current Same Quarter YTD Previous
    Current Quarter Year Previous Year Year
    4/01/2021 to 6/30/2021 1/01/2021 to 6/30/2021 4/01/2020 to 6/30/2020 1/01/2020 to 6/30/2020
3.09 Net Result from Continued Operations 773,052 1,269,910 378,160 -279,786
3.11 Profit/Loss for the Period 773,052 1,269,910 378,160 -279,786
3.99 Earnings per Share - (Reais/Share)        
3.99.01 Basic Earnings per Share        
3.99.01.01 Common 1.13100 1.85793 0.55326 -0.40934
3.99.02 Diluted Earnings per Share        
3.99.02.01 Common 1.13100 1.85793 0.55326 -0.40934
PAGE: 6 of 88 

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Parent Company’s Financial Statements / Statement of Comprehensive Income

 

(R$ thousand)

 

Code Description Current Quarter YTD Current Same Quarter YTD Previous
    4/01/2021 to 6/30/2021 Year 1/01/2021 to Previous Year Year
      6/30/2021 4/01/2020 to 6/30/2020 1/01/2020 to 6/30/2020
4.01 Net Income (Loss) for the Period 773,052 1,269,910 378,160 -279,786
4.03 Comprehensive Income (Loss) for the Period 773,052 1,269,910 378,160 -279,786
PAGE: 7 of 88 

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Parent Company’s Financial Statements / Statement of Cash Flow - Indirect Method

 

(R$ thousand)

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

    1/01/2021 to 6/30/2021 1/01/2020 to 6/30/2020
6.01 Net Cash from Operating Activities 1,973,029 2,874,261
6.01.01 Cash from Operations 3,618,620 3,186,034
6.01.01.01 Profit before Income Tax and Social Contribution 1,898,646 -460,166
6.01.01.02 Provision and Inflation Adjustments on Provisions 111,294 122,039
6.01.01.04 Finance Charges from Customers -175,324 -438,406
6.01.01.05 Residual Value of Property, Plant and Equipment, Intangible Assets and Investment Properties Written-off 4,961 5,757
6.01.01.06 Depreciation and Amortization 1,095,106 982,115
6.01.01.07 Interest on Borrowings and Financing Payable 290,429 285,680
6.01.01.08 Monetary and Exchange Variations on Borrowings and Financing -209,361 2,307,083
6.01.01.09 Interest and Monetary Variation Losses 18,805 13,118
6.01.01.10 Interest and Monetary Variation Gains -51,190 -12,335
6.01.01.11 Allowance for Doubtful Accounts 265,152 274,666
6.01.01.12 Provision for Consent Decree (TAC) and Knowledge Retention Program (PRC) 3,214 1,744
6.01.01.13 Equity Pickup -12,215 -6,480
6.01.01.14 Interest and Inflation Adjustment PPP 225,623 200,749
6.01.01.15 Others Adjustments -19,510 -3,263
6.01.01.16 Transfer of Funds to the São Paulo Municipal Government 128,265 114,473
6.01.01.17 Construction Margin over Intangible Assets Resulting from Concession Agreements -46,005 -35,579
6.01.01.18 Pension Plan Obligations 90,730 115,613
6.01.01.19 Agreement with the Municipality of Mauá 0 -280,774
6.01.02 Changes in Assets and Liabilities -658,909 56,283
6.01.02.01 Trade Receivables -167,184 314,234
6.01.02.02 Related-Party Balances and Transactions 25,505 50,217
6.01.02.03 Inventories -4,018 -14,291
6.01.02.04 Recoverable Taxes -678,601 -29,017
6.01.02.05 Other Assets 4,763 -76,931
6.01.02.06 Escrow Deposits 30,732 13,164
6.01.02.08 Trade Payables -242,244 -169,547
6.01.02.09 Salaries, Payroll Charges and Social Contributions 3,974 -14,231
6.01.02.10 Pension Plan Obligations -100,547 -103,447
6.01.02.11 Taxes and Contributions Payable 665,664 249,381
6.01.02.12 Services Payable -85,480 -8,412
6.01.02.13 Other Liabilities -24,973 -1,980
6.01.02.14 Provisions -89,656 -153,071
6.01.02.15 Deferred Cofins/Pasep 3,156 214
6.01.03 Others -986,682 -368,056
6.01.03.01 Interest Paid -312,268 -368,056
6.01.03.02 Income Tax and Social Contribution Paid -674,414 0
6.02 Net Cash from Investing Activities -746,901 -1,278,629
6.02.01 Acquisition of Contract Asset and Intangible Assets -1,472,725 -1,255,386
6.02.02 Acquisition of Property, Plant and Equipment -12,873 -20,666
6.02.04 Restricted Cash 7,792 -2,577
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Parent Company’s Financial Statements / Statement of Cash Flow - Indirect Method

 

(R$ thousand)

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

    1/01/2021 to 6/30/2021 1/01/2020 to 6/30/2020
6.02.07 Financial Investments 730,905 0
6.03 Net Cash from Financing Activities -1,372,597 -482,437
6.03.01 Funding 141,922 1,718,412
6.03.02 Amortization -915,804 -968,179
6.03.03 Payment of Interest on Capital -254,218 -890,051
6.03.04 Public-Private Partnership (PPP) -288,603 -229,574
6.03.05 Program Contract Commitments -55,894 -113,045
6.05 Increase (Decrease) in Cash and Cash Equivalents -146,469 1,113,195
6.05.01 Opening Balance of Cash and Cash Equivalents 396,401 2,253,210
6.05.02 Closing Balance of Cash and Cash Equivalents 249,932 3,366,405
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Parent Company’s Financial Statements / Statement of Changes in Equity / 1/01/2021 to 6/30/2021

 

(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 8,194,706 0 -401,002 22,793,704
5.03 Restated Opening Balances 15,000,000 0 8,194,706 0 -401,002 22,793,704
5.04 Capital Transactions with Partners 0 0 -26,376 0 0 -26,376
5.04.08 Additional Dividends Approved 0 0 -26,376 0 0 -26,376
5.05 Total Comprehensive Income 0 0 0 1,269,910 0 1,269,910
5.05.01 Net Income (Loss) for the Period 0 0 0 1,269,910 0 1,269,910
5.07 Closing Balances 15,000,000 0 8,168,330 1,269,910 -401,002 24,037,238
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Parent Company’s Financial Statements / Statement of Changes in Equity / 1/01/2020 to 6/30/2020

 

(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
5.04 Capital Transactions with Partners 0 0 -80,973 0 0 -80,973
5.04.08 Additional Dividends Approved 0 0 -80,973 0 0 -80,973
5.05 Total Comprehensive Income 0 0 0 -279,786 0 -279,786
5.05.01 Net Income (Loss) for the Period 0 0 0 -279,786 0 -279,786
5.07 Closing Balances 15,000,000 0 7,466,981 -279,786 -912,171 21,275,024
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Parent Company’s Financial Statements / Statement of Added Value

 

(R$ thousand)

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

    1/01/2021 to 6/30/2021 1/01/2020 to 6/30/2020
7.01 Revenue 9,627,425 8,777,703
7.01.01 Goods, Products and Services Sold 7,818,433 7,466,490
7.01.02 Other Revenue 27,935 44,859
7.01.03 Revenue from Construction of Own Assets 2,046,209 1,541,020
7.01.04 Allowance for/Reversal of Doubtful Accounts -265,152 -274,666
7.02 Inputs Acquired from Third Parties -4,335,152 -3,551,164
7.02.01 Costs of Goods, Products and Services Sold -3,742,958 -3,083,956
7.02.02 Materials, Electricity, Outsourced Services and Others -582,222 -538,990
7.02.04 Others -9,972 71,782
7.03 Gross Value Added 5,292,273 5,226,539
7.04 Retentions -1,095,106 -982,115
7.04.01 Depreciation, Amortization and Depletion -1,095,106 -982,115
7.05 Net Added Value Produced 4,197,167 4,244,424
7.06 Wealth Received in Transfer 227,242 184,680
7.06.01 Equity Pickup 12,215 6,480
7.06.02 Financial Income 215,027 178,200
7.07 Total Value Added to Distribute 4,424,409 4,429,104
7.08 Value Added Distribution 4,424,409 4,429,104
7.08.01 Personnel 1,167,600 1,211,122
7.08.01.01 Salaries and Wages 832,169 858,114
7.08.01.02 Benefits 272,709 288,725
7.08.01.03 Government Severance Indemnity Fund for Employees (FGTS) 62,722 64,283
7.08.02 Taxes and Contributions 1,543,193 664,202
7.08.02.01 Federal 1,425,880 564,074
7.08.02.02 State 85,725 73,562
7.08.02.03 Municipal 31,588 26,566
7.08.03 Value Distributed to Providers of Capital 443,706 2,833,566
7.08.03.01 Interest 432,564 2,825,476
7.08.03.02 Rental 11,142 8,090
7.08.04 Value Distributed to Shareholders 1,269,910 -279,786
7.08.04.03 Retained Earnings/Accumulated Losses for the Period 1,269,910 -279,786
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1.Highlights

The Company recorded a net income of R$ 773.1 million in 2Q21, compared to the R$ 378.2 million reported in 2Q20, an increase of R$ 394.9 million (+104.4%).

Adjusted EBITDA totaled R$ 1,453.2 million, a decrease of R$ 128.2 million from the R$ 1,581.4 million reported in 2Q20 (-8.1%).

The main factors were:

 

(a)Operations in the municipality of Mauá

 

In June 2020, the Company executed an agreement with the municipality of Mauá, starting operations in November. The impact of the agreement on 2Q20 was R$ 195.0 million in the revenue from sanitation services and a reversal of R$ 85.9 million in expenses, resulting in a negative variation of R$ 256.7 million year-over-year in 2Q21, as shown in the following table:

 

Impacts of Mauá (R$ million) Var.
  2Q21 2Q20 R$
Revenue - Wholesale(1) - 195.0 (195.0)
Revenue - Retail(2) 24.2 - 24.2
(=) Total revenue from sanitation services 24.2 195.0 (170.8)
Cofins and Pasep (1.9) (13.3) 11.3
(=) Net Revenue 22.3 181.7 (159.5)
Costs and expenses (3) (11.3) 85.9 (97.2)
Total Costs and Expenses (11.3) 85.9 (97.2)
(=) Net effect 11.0 267.6 (256.7)
(1)Non-recurring revenue in 2Q20 from the formalization of the agreement.
(2)Revenue referring to billing from retail operations.
(3)Costs and expenses related to the operation (excludes indirect costs and expenses). Non-recurring reversal of estimated losses with asset compensation in 2Q20, due to the formalization of the agreement.

 

(b)Effects of economic instability worsened by the COVID-19 pandemic

 

The economic instability, worsened by the COVID-19 pandemic, led to a strong appreciation of the U.S. dollar and Yen against the Brazilian real in 2Q20, significantly affecting the financial expenses on international borrowings and financing. In 2Q21, the revenue with exchange variations on borrowings and financing totaled R$ 442.3 million, resulting in a positive variation of R$ 944.3 million over the R$ 502.0 million expense reported in 2Q20.

In addition, the delinquency level was higher in 2Q21, increasing the allowance for doubtful accounts by R$ 26.9 million.

 

(c)Reduction of foreign currency exposure

 

On April 28, 2020, the Company completed the debt conversion with the Inter-American Development Bank (IDB), from US$ 494.6 million to R$ 2,810.9 million, to reduce foreign currency exposure.

On September 30, 2020, the early amortization of the Eurobonds maturing in December 2020, of R$ 1,910.1 million
(US$ 350.0 million) was carried out.

The dollar-denominated debt fell by 68.9%, from US$ 515.4 million on June 30, 2020 to US$ 160.4 million on June 30, 2021, mainly as a result of the above-mentioned actions.

Debt denominated in foreign currency accounted for 18.8% in June 2021 (34.4% in June 2020).

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(d)Agreement with Companhia de Saneamento de Alagoas (CASAL) in 2Q20

 

In 2Q20, the Company executed an agreement with CASAL. The effects of the agreement had a positive impact of
R$ 33.1 million on the 2Q20 result.

 

 

2.Financial Highlights

 

 

R$ million

      Var.     Var.
  2Q21 2Q20 R$ % 1H21 1H20 R$ %
Revenue from sanitation services 3,881.2 3,662.6 218.6 6.0 7,818.4 7,466.5 351.9 4.7
Construction revenue 1,022.9 1,019.6 3.3 0.3 2,046.2 1,541.0 505.2 32.8
COFINS and PASEP/TRCF taxes (308.2) (249.7) (58.5) 23.4 (591.3) (532.6) (58.7) 11.0
(=) Net operating revenue 4,595.9 4,432.5 163.4 3.7 9,273.3 8,474.9 798.4 9.4
Costs and expenses (2,700.1) (2,355.9) (344.2) 14.6 (5,290.9) (4,892.8) (398.1) 8.1
Construction costs (999.9) (996.7) (3.2) 0.3 (2,000.2) (1,505.4) (494.8) 32.9
Equity pickup 4.2 3.0 1.2 40.0 12.2 6.5 5.7 87.7
Other operating revenues (expenses), net (0.9) 109.7 (110.6) (100.8) 9.8 112.4 (102.6) (91.3)
(=) Earnings before financial result, income tax and social contribution 899.2 1,192.6 (293.4) (24.6) 2,004.2 2,195.6 (191.4) (8.7)
Financial result 248.8 (675.5) 924.3 (136.8) (105.6) (2,655.8) 2,550.2 (96.0)
(=) Earnings before income tax and social contribution 1,148.0 517.1 630.9 122.0 1,898.6 (460.2) 2,358.8 (512.6)
Income tax and social contribution (374.9) (138.9) (236.0) 169.9 (628.7) 180.4 (809.1) (448.5)
(=) Net income/(loss) 773.1 378.2 394.9 104.4 1,269.9 (279.8) 1,549.7 (553.9)
Earnings (loss) per share (R$)* 1.13 0.55     1.86 (0.41)    

 

(*) Number of shares = 683,509,869

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

 

 

R$ million

      Var.     Var.
  2Q21 2Q20 R$ % 1H21 1H20 R$ %
Net income (loss) 773.1 378.2 394.9 104.4 1,269.9 (279.8) 1,549.7 (553.9)
Income tax and social contribution 374.9 138.9 236.0 169.9 628.7 (180.4) 809.1 (448.5)
Financial result (248.8) 675.5 (924.3) (136.8) 105.6 2,655.8 (2,550.2) (96.0)
Other operating revenues (expenses), net 0.9 (109.7) 110.6 (100.8) (9.8) (112.4) 102.6 (91.3)
(=) Adjusted EBIT* 900.1 1,082.9 (182.8) (16.9) 1,994.4 2,083.2 (88.8) (4.3)
Depreciation and amortization 553.1 498.5 54.6 11.0 1,095.0 982.0 113.0 11.5
(=) Adjusted EBITDA** 1,453.2 1,581.4 (128.2) (8.1) 3,089.4 3,065.2 24.2 0.8
(%) Adjusted EBITDA margin 31.6 35.7     33.3 36.2    

 

* Adjusted EBIT corresponds to net income before: (i) other operating revenues (expenses), net; (ii) financial result; and (iii) income tax and social contribution.

** Adjusted EBITDA corresponds to net income before: (i) other operating revenues (expenses), net; (ii) financial result; (iii) income tax and social contribution; and (iv) depreciation and amortization expenses.

 

The net operating revenue, which considers construction revenue, totaled R$ 4,595.9 million in 2Q21, up by 3.7% over 2Q20.

Costs and expenses, which consider construction costs, totaled R$ 3,700.0 million, up by 10.4% over 2Q20.

Adjusted EBIT, of R$ 900.1 million, fell by 16.9% from the R$ 1,082.9 million recorded in 2Q20.

Adjusted EBITDA, of R$ 1,453.2 million, fell by 8.1% from the R$ 1,581.4 million recorded in 2Q20 (R$ 6,446.1 million in the last 12 months).

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Adjusted EBITDA margin reached 31.6% in 2Q21, compared to 35.7% in 2Q20 (34.7% in the last 12 months).

Excluding the effects of revenue and construction costs, the adjusted EBITDA margin reached 40.0% in 2Q21, compared to 45.7% in 2Q20 (44.2% in the last 12 months).

The Company recorded a net income of R$ 773.1 million in 2Q21, compared to R$ 378.2 million in 2Q20.

 

 

3.Revenue from sanitation services

The gross operating revenue from sanitation services, which excludes construction revenue, totaled R$ 3,881.2 million in 2Q21, an increase of R$ 218.6 million, or 6.0%, over the R$ 3,662.6 million recorded in 2Q20.

The main factors that led to this increase were:

·Average tariff adjustment of 7.0% since May 2021, with an impact of approximately 1.7%;
·Tariff adjustment of 3.4% since August 2020;
·Increase of 1.6% in total billed volume; and
·Increase of R$ 62.8 million in revenue from customers in the “Residential Social” and “Residential Favela” categories, due to the exemption from payment to these categories in 2Q20.

 

The above-mentioned effects were mitigated by the R$ 170.8 million decrease from the non-recurring effects of the formalization of the agreement with the municipality of Mauá on the 2Q20 revenue.

 

4.Construction revenue

The construction revenue increased R$ 3.3 million in 2Q21, or 0.3%, as investments remained in line with those of 2Q20.

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5.Billed volume

The following tables show the water and sewage billed volume, on a quarter-on-quarter and year-over-year basis, per customer category and region. The Mauá volumes and the exemption of the “Residential Social” and “Residential Favela” categories are presented individually.

WATER AND SEWAGE BILLED VOLUME(1) PER CUSTOMER CATEGORY - million m3
  Water Sewage Water + Sewage
Category 2Q21 2Q20 Var. % 2Q21 2Q20 Var. % 2Q21 2Q20 Var. %
Residential 463.5 432.9 7.1 406.5 378.6 7.4 870.0 811.5 7.2
Commercial 39.7 37.5 5.9 38.0 35.2 8.0 77.7 72.7 6.9
Industrial 8.4 7.0 20.0 9.3 8.3 12.0 17.7 15.3 15.7
Public 8.3 8.9 (6.7) 7.4 7.9 (6.3) 15.7 16.8 (6.5)
Total retail 519.9 486.3 6.9 461.2 430.0 7.3 981.1 916.3 7.1
Wholesale (3) 12.5 12.5 - 3.7 3.5 5.7 16.2 16.0 1.3
Subtotal 532.4 498.8 6.7 464.9 433.5 7.2 997.3 932.3 7.0
Mauá (4) 5.4 9.2 (41.3) - - - 5.4 9.2 (41.3)
Residential Social/Favela (5) - 25.9 - - 19.1 - - 45.0 -
Total 537.8 533.9 0.7 464.9 452.6 2.7 1,002.7 986.5 1.6
  Water Sewage Water + Sewage
Category 1H21 1H20 Var. % 1H21 1H20 Var. % 1H21 1H20 Var. %
Residential 936.6 884.1 5.9 817.5 769.3 6.3 1,754.1 1,653.4 6.1
Commercial 81.0 82.3 (1.6) 77.0 78.8 (2.3) 158.0 161.1 (1.9)
Industrial 16.7 15.2 9.9 17.9 18.3 (2.2) 34.6 33.5 3.3
Public 17.1 19.4 (11.9) 15.1 17.3 (12.7) 32.2 36.7 (12.3)
Total retail 1,051.4 1,001.0 5.0 927.5 883.7 5.0 1,978.9 1,884.7 5.0
Wholesale (3) 25.7 24.7 4.0 7.6 7.4 2.7 33.3 32.1 3.7
Subtotal 1,077.1 1,025.7 5.0 935.1 891.1 4.9 2,012.2 1,916.8 5.0
Mauá (4) 11.1 18.1 (38.7) - - - 11.1 18.1 (38.7)
Residential Social/Favela (5) - 28.5 - - 21.0 - - 49.5  
Total 1,088.2 1,072.3 1.5 935.1 912.1 2.5 2,023.3 1,984.4 2.0
WATER AND SEWAGE BILLED VOLUME(1) PER REGION - million m3
  Water Sewage Water + Sewage
Region 2Q21 2Q20 Var. % 2Q21 2Q20 Var. % 2Q21 2Q20 Var. %
Metropolitan 357.5 320.4 11.6 318.5 284.7 11.9 676.0 605.1 11.7
Regional (2) 162.4 165.9 (2.1) 142.7 145.3 (1.8) 305.1 311.2 (2.0)
Total retail 519.9 486.3 6.9 461.2 430.0 7.3 981.1 916.3 7.1
Wholesale (3) 12.5 12.5 - 3.7 3.5 5.7 16.2 16.0 1.3
Subtotal 532.4 498.8 6.7 464.9 433.5 7.2 997.3 932.3 7.0
Mauá (4) 5.4 9.2 (41.3) - - - 5.4 9.2 (41.3)
Residential Social/Favela (5) - 25.9 - - 19.1 - - 45.0 -
Total 537.8 533.9 0.7 464.9 452.6 2.7 1,002.7 986.5 1.6
  Water Sewage Water + Sewage
Region 1H21 1H20 Var. % 1H21 1H20 Var. % 1H21 1H20 Var. %
Metropolitan 711.3 663.1 7.3 629.8 587.6 7.2 1,341.1 1,250.7 7.2
Regional (2) 340.1 337.9 0.7 297.7 296.1 0.5 637.8 634.0 0.6
Total retail 1,051.4 1,001.0 5.0 927.5 883.7 5.0 1,978.9 1,884.7 5.0
Wholesale (3) 25.7 24.7 4.0 7.6 7.4 2.7 33.3 32.1 3.7
Subtotal 1,077.1 1,025.7 5.0 935.1 891.1 4.9 2,012.2 1,916.8 5.0
Mauá (4) 11.1 18.1 (38.7) - - - 11.1 18.1 (38.7)
Residential Social/Favela (5) - 28.5 - - 21.0 - - 49.5 -
Total 1,088.2 1,072.3 1.5 935.1 912.1 2.5 2,023.3 1,984.4 2.0

 

 

(1)Not reviewed by external auditors
(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 2Q21/1H21 and the wholesale segment in 2Q20/1H20
(5)Volume exempt of payment in 2Q20/1H20
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6.Costs, administrative & selling expenses and construction costs

Costs, administrative and selling expenses and construction costs increased R$ 347.4 million in 2Q21 (+10.4%). Excluding construction costs, the increase was R$ 344.2 million (+14.6%). Costs, administrative and selling expenses and construction costs as a percentage of net revenue were 80.5% in 2Q21, compared to 75.6% in 2Q20.

 

R$ million

      Var.     Var.
  2Q21 2Q20 R$ % 1H21 1H20 R$ %
Salaries and payroll charges and Pension plan obligations 678.3 658.3 20.0 3.0 1,299.8 1,336.1 (36.3) (2.7)
General supplies 78.0 57.5 20.5 35.7 146.3 123.2 23.1 18.8
Treatment supplies 82.3 81.2 1.1 1.4 181.3 175.0 6.3 3.6
Services 480.2 442.0 38.2 8.6 984.1 866.1 118.0 13.6
Electricity 340.7 278.5 62.2 22.3 699.6 605.0 94.6 15.6
General expenses 325.7 204.5 121.2 59.3 584.6 496.9 87.7 17.6
Tax expenses 17.7 18.2 (0.5) (2.7) 35.0 33.7 1.3 3.9
Subtotal 2,002.9 1,740.2 262.7 15.1 3,930.7 3,636.0 294.7 8.1
Depreciation and amortization 553.1 498.5 54.6 11.0 1,095.0 982.0 113.0 11.5
Allowance for doubtful accounts 144.1 117.2 26.9 23.0 265.3 274.8 (9.5) (3.5)
Subtotal 697.2 615.7 81.5 13.2 1,360.3 1,256.8 103.5 8.2
Costs, administrative and selling expenses 2,700.1 2,355.9 344.2 14.6 5,291.0 4,892.8 398.2 8.1
Construction costs 999.9 996.7 3.2 0.3 2,000.2 1,505.4 494.8 32.9
Costs, adm & selling expenses and construction costs 3,700.0 3,352.6 347.4 10.4 7,291.2 6,398.2 893.0 14.0
% of net revenue 80.5 75.6     78.6 75.5    

 

 

Salaries and payroll charges and Pension plan obligations

 

The R$ 20.0 million increase (+3.0%) recorded in 2Q21 was due to:

·R$ 16.9 million in healthcare expenses, mainly because of lower demand for medical services in 2Q20, because of the social distancing measures adopted as a way to control the COVID- 19 pandemic; and
·R$ 11.5 million, mainly from the 7.8% salary adjustment in May 2021, partially offset by the 8.8% decline in the number of employees dismissed from the Knowledge Retention Program.

The increases above were partially offset by the R$ 12.7 million decrease in pension plans, due to changes in the actuarial assumptions.

 

General supplies

 

The R$ 20.5 million increase (+35.7%) mainly resulted from: (i) R$ 11.1 million with maintenance of water and sewage connections and networks; and (ii) R$ 4.2 million with maintenance of water and sewage systems.

 

Services

 

Service expenses totaled R$ 480.2 million, an increase of R$ 38.2 million (+8.6%) over the R$ 442.0 million recorded in 2Q20. The main increases were:

·R$ 13.7 million in technical services, especially computer technical support;
·R$ 12.4 million with maintenance of water and sewage systems;
·R$ 6.4 million with customer services; and
·R$ 4.8 million with employees assigned by the municipalities of Mauá and Guarulhos.
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Electricity

 

Electricity expenses totaled R$ 340.7 million in 2Q21, an increase of R$ 62.2 million (+22.3%) over the R$ 278.5 million recorded in 2Q20. The Free Market Tariffs (ACL) accounted for 51.0% of total expenses in 2Q21 (48.9% in 2Q20) while the Regulated Market Tariffs (ACR) accounted for 49.0% (51.1% in 2Q20).

The main factors that contributed to this variation were:

·Average decrease of 2.2% in ACL prices (includes Grid Market Tariffs - TUSD), with a 15.2% rise in consumption; and
·Average increase of 13.4% in ACR tariffs, with a 5.3% rise in consumption.

 

General expenses

 

General expenses totaled R$ 325.7 million in 2Q21, an increase of R$ 121.2 million (+59.3%) over the R$ 204.5 million recorded in 2Q20, mainly due to:

·Higher expenses with lawsuits in 2Q21, of R$ 55.7 million;
·Higher provision for transfer to the Municipal Funds for Environmental Sanitation and Infrastructure, of R$ 26.0 million, resulting from an increase in revenue and in the number of municipalities with future transfers; and
·Non-recurring reversal of provision, of R$ 12.5 million in 2Q20, from the execution of the agreement with CASAL.

 

Depreciation and amortization

 

The R$ 54.6 million increase (+11.0%) was due to beginning of operations of intangible assets, totaling R$ 4.4 billion.

 

Allowance for doubtful accounts

 

Increase of R$ 26.9 million (+23.0%), due to the higher provisioning resulting from the increase in the level of delinquency in 2Q21.

 

Other operating income (expenses), net

 

Other net operating income and expenses fell by R$ 110.6 million, due to the following 2Q20 non-recurring effects: (i) reversal of estimated losses with indemnification of assets in the municipality of Mauá, of R$ 85.9 million; and (ii) revenue of R$ 20.6 million, due to the execution of an agreement with – CASAL.

 

7.Financial result

 

 

R$ million

      Var.
  2Q21 2Q20 R$ %

 

Financial expenses, net of income (134.9) (173.0) 38.1 (22.0)
Net monetary and exchange variation 383.7 (502.5) 886.2 (176.4)
Financial Result 248.8 (675.5) 924.3 (136.8)
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Financial expenses, net of income

R$ million

      Var.
  2Q21 2Q20 R$ %

Financial expenses

 

Interest and charges on domestic borrowings and financing (106.6) (89.3) (17.3) 19.4
Interest and charges on international borrowings and financing (10.4) (35.2) 24.8 (70.5)
Other financial expenses (74.8) (94.3) 19.5 (20.7)
Total financial expenses (191.8) (218.8) 27.0 (12.3)
Financial income 56.9 45.8 11.1 24.2
Financial expenses, net of income (134.9) (173.0) 38.1 (22.0)

 

The main impacts in “financial expenses, net of income” result from:

 

·Increase of R$ 17.3 million in interest and charges on domestic borrowings and financing, mainly due to a R$ 15.4 million increase in interest on debentures, especially the proceeds of the 26th and 27th issues;
·Decrease of R$ 24.8 million in interest and charges on international borrowings and financing, mostly due to the following events that occurred in 2020: (i) amortization of Eurobonds, leading to a decrease of R$ 26.8 million; and (ii) debt exchange with IDB, from US$ 494.6 million to R$ 2,810.9 million, with an effect of R$ 4.4 million; and
·Decrease of R$ 19.5 million in other financial expenses, mostly due to lower recognition of interest on lawsuits, of R$ 8.5 million, and on receivables from the municipality of São Paulo, of R$ 6.1 million.

 

 

Monetary and exchange variation, net

R$ million

      Var.
  2Q21 2Q20 R$ %

Monetary and exchange variation on liabilities

 

Monetary variation on borrowings and financing (43.0) 10.1 (53.1) (525.7)
Exchange variation on borrowings and financing 442.3 (502.0) 944.3 (188.1)
Other monetary variations (52.2) (34.3) (17.9) 52.2
Total monetary and exchange variations on liabilities 347.1 (526.2) 873.3 (166.0)
Monetary and exchange variation on assets 36.6 23.7 12.9 54.4
Monetary and exchange variation, net 383.7 (502.5) 886.2 (176.4)

 

The effect of net monetary and exchange variations totaled R$ 886.2 million in 2Q21, lower than the amounts reported in 2Q20, especially due to:

·R$ 53.1 million increase in the monetary variation on borrowings and financing, mainly due to the proceeds of the 26th debenture issue and the increase in the IPCA;
·Decrease of R$ 944.3 million in exchange variations on borrowings and financing, due to: (i) depreciation of the U.S. dollar and Yen against the Brazilian real in 2Q21 (12.2% and 12.6%, respectively), compared to the 2Q20 appreciation (5.3% and 5.1%, respectively); (ii) debt exchange with IDB in 2020, from US$ 494.6 million to R$ 2,810.9 million; and (iii) amortization of Eurobonds in 2020, of R$ 1,910.1 million (US$ 350.0 million);
·Increase of R$ 17.9 million in other monetary variations, due to: (i) higher monetary variations on lawsuits, of R$ 10.9 million; and (ii) higher monetary variation
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on the agreement with Empresa Metropolitana de Águas e Energia (EMAE), of R$ 4.7 million, resulting from an increase in the IPCA; and

·Increase of R$ 12.9 million in monetary and exchange variation gains, due to higher adjustments on agreements and escrow deposits, caused by the increase in the IPCA.

 

8.Income tax and social contribution

In 2Q21, the R$ 236.0 million increase was due to higher taxable income, highlighting:

·Lower expenses with exchange variation, of R$ 944.3 million; and
·Higher net operating revenue, excluding the effect of the construction revenue, of R$ 160.1 million.

The effects above mentioned were mitigated by higher costs and expenses, especially general expenses (R$ 121.2 million), electricity (R$ 62.2 million), and depreciation and amortization (R$ 54.6 million).

 

 

9.Indicators
a)Operating

 

 

Operating Indicators(*) 2Q21 2Q20 %
Water connections (1) 10,174 10,022 1.5
Sewage connections (1) 8,608 8,426 2.2
Population directly served - water (2) 27.6 27.2 1.5
Population directly served - sewage (2) 24.5 24.0 2.1
Number of employees 12,667 13,792 (8.2)

 

(1) Total connections, active and inactive, in thousand units at the end of the period. Excludes Mauá

(2) In million inhabitants, at the end of the period. Excludes wholesale supply and Mauá

(*) Not reviewed by external auditors

 

 

b)Economic

 

 

 

Economic Variables at the Close of the Quarter (*) 2Q21 2Q20
Amplified Consumer Price Index (1) 1.68 (0.43)
National Consumer Price Index (1) 1.95 (0.18)
Consumer Price Index (1) 1.67 (0.15)
Interbank Deposit Certificate (2) 4.15 2.15
U.S. DOLLAR (3) 5.0022 5.4760
YEN (3) 0.04505 0.05081

 

(1) Accrued in the quarter (%)

(2) Quarterly rate on the last day

(3) Ptax sale rate on the last day

(*) Not reviewed by external auditors

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10.Borrowings and financing

To meet its capital needs, on July 16, 2021, the Company held the 28th debenture issue of R$ 1.2 billion maturing in July 2028, in three series: (i) the first, of R$ 127.8 million, yielding CDI + 1.20% p.a., (ii) the second, of R$ 888.2 million, yielding CDI + 1.44% p.a., and (iii) the third, of R$ 184.0 million, yielding CDI + 1.60% p.a.

 

(R$ thousand)

 

DEBT PROFILE

 

INSTITUTION

 

Local currency

Debentures

2021

 

 

1,521,488

2022

 

 

588,241

2023

 

 

687,467

2024

 

 

925,030

2025

 

 

491,488

2026

 

 

383,807

2027 onwards

 

1,698,215

TOTAL

 

 

6,295,736

% of total

 

37

Brazilian Federal Savings Bank 46,860 97,413 91,691 90,804 96,486 102,525 927,417 1,453,196 9
BNDES 89,531 179,062 172,323 165,668 145,490 135,671 397,671 1,285,416 8
IDB 2202 90,674 181,349 181,349 181,349 181,349 181,349 1,618,530 2,615,949 16
IDB INVEST 44,815 89,630 89,630 89,630 89,630 89,630 450,243 943,208 5

 

Lease (Concession Agreements, Program Contracts and Contract Asset)

 

34,940

 

35,911

 

38,411

 

41,810

 

38,687

 

28,290

 

196,405

 

414,454

 

3

Leases (others) 33,385 49,504 23,424 7,630 5,068 1,080 - 120,091 1
Others 2,019 4,038 3,977 1,757 1,610 - - 13,401 0
Interest and other charges 250,959 - - - - - - 250,959 2
Total in local currency 2,114,671 1,225,148 1,288,272 1,503,678 1,049,808 922,352 5,288,481 13,392,410 81

 

Foreign currency

                 
IDB 25,707 51,413 51,413 51,413 53,921 5,016 77,439 316,322 2
IBRD 15,206 30,412 30,412 30,412 30,412 30,412 225,341 392,607 2
JICA 95,370 190,739 190,739 190,739 190,739 190,739 1,244,756 2,293,821 15
IDB 1983AB - 38,478 37,680 - - - - 76,158 0
Interest and other charges 17,310 - - - - - - 17,310 0
Total in foreign currency 153,593 311,042 310,244 272,564 275,072 226,167 1,547,536 3,096,218 19
                   
TOTAL 2,268,264 1,536,190 1,598,516 1,776,242 1,324,880 1,148,519 6,836,017 16,488,628 100

 

 

Covenants

 

The table below shows the most restrictive clauses in 2Q21:

 

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
Total Adjusted Debt / Adjusted EBITDA Lower than 3.65
Other Onerous Debt (1) / Adjusted EBITDA Equal to or lower than 1.30
Adjusted Current Liquidity 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 Debt” correspond to the sum of social security obligations, healthcare plan, installment payment of tax debts and installment payment of debts with the electricity supplier.

 

 

 

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As of June 30, 2021, the Company had met the requirements set forth by its borrowing and financing agreements.

 

 

11.CAPEX

Investments totaled R$ 1,189.2 million in 2Q21. Cash disbursed in 2Q21 referring to the Company’s historical investments totaled R$ 826.3 million.

The table below shows investments broken down by water, sewage, and region:

 

R$ million

Investments Water Sewage Total
Metropolitan Region 305.8 571.3 877.1
Regional Systems 152.6 159.5 312.1
Total 458.4 730.8 1,189.2

 

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Notes to the Quarterly Information

 
  

 

1Operations

 

Companhia de Saneamento Básico do Estado de São Paulo ("SABESP" or the "Company") is a mixed-capital company headquartered in the municipality São Paulo, at Rua Costa Carvalho, 300, CEP 05429-900, controlled by the São Paulo State. The Company is engaged in the provision of basic and environmental sanitation services in the São Paulo State and 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 June 30, 2021, the Company operated water and sewage services in 375 municipalities of the São Paulo State, 342 have already signed contracts, according to Law 11,445/2007. Most of these municipalities’ operations are based on 30-year concession, program and service contracts, except for the municipalities of Guarulhos, Mauá, Santo André, São Bernardo do Campo, São João da Boa Vista, and Tejupá, which have a 40-year term.

 

The table below shows a summary of the contractual situation of the municipalities served:

 

 

June 30,

2021

December 31,

2020

June 30,

2020

       
Total municipalities that have already signed contracts 342 342 341
   Balance – intangible and contract assets 40,935,847 39,440,568 38,369,843
   Percentage of intangible and contract assets 93.82% 93.08% 93.46%
Revenue from sanitation services (excluding construction revenue) 7,439,706 14,406,803 6,913,492
Percentage of revenue from sanitation services (excluding construction revenue) 95.16% 95.05% 92.59%
       
Municipalities with expired contracts: 8 8 8
   Balance – intangible and contract assets 216,167 264,931 214,050
   Percentage of intangible and contract assets 0.50% 0.63% 0.52%
Revenue from sanitation services (excluding construction revenue) 19,556 39,088 18,892
Percentage of revenue from sanitation services (excluding construction revenue) 0.25% 0.26% 0.25%
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Notes to the Quarterly Information

 
  

 

 

 

June 30,

2021

December 31,
2020

June 30,
2021

       
Municipalities with concession agreements due by 2030: 25 25 26
   Balance – intangible and contract assets 1,148,988 1,436,529 1,184,831
   Percentage of intangible and contract assets 2.63% 3.39% 2.89%
Revenue from sanitation services (excluding construction revenue) 299,480 597,483 283,603
Percentage of revenue from sanitation services (excluding construction revenue) 3.83% 3.94% 3.80%
Municipality of São Paulo:      
Percentage of intangible and contract assets 42.71% 37.94% 42.30%
Percentage of revenue from sanitation services (excluding construction revenue) 44.59% 44.58% 43.94%

 

 

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, except for Saneaqua Mairinque, which, as of August 2020, no longer has a shared control.

 

Economic instability worsened by COVID-19

 

The global economic instability worsened with the outbreak of a new coronavirus in early 2020, which was considered pandemic by the World Health Organization (WHO). Accordingly, SABESP has been taking several measures to ensure the continuity and quality of the services provided to the population, which have become even more essential. It is worth noting that any interruption in water supply by a basic sanitation company may compromise compliance with WHO’s recommendations for everyone to keep good hygiene habits, such as washing hands correctly and more frequently.

 

The Company implemented several preventive measures so that its employees are not exposed to situations of risks, such as: (i) employees from the administrative sectors (especially) and those with more than 60 years of age are working under a remote system; (ii) restriction of domestic and international trips; (iii) anticipation of the influenza and pneumonia vaccination campaigns; (iv) closing of all branches that assist the public, concentrating services in the digital channels to protect customers and employees; among others.

 

Some of the economic and financial consequences arising from the COVID-19 pandemic include the following effects:

(i)high exchange rate volatility;
(ii)recovery of part of the volume billed in the public, commercial, and industrial categories that have higher average tariffs, and application of tariff adjustments in August 2020 and May 2021, leading to an increase in revenues with customers in these categories in an estimated amount of R$ 248.5 million from April to June 2021, and R$ 118.4 million from January to June 2021, when compared to the same periods of 2020;

 

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Notes to the Quarterly Information

 
  

 

(iii)increase in revenues from residential customers in an estimated amount of R$ 208.0 million from April to June 2021, and R$ 415.5 million from January to June 2021, when compared to the same periods of 2020;
(iv)R$ 62.9 million increase in revenues from April to June 2021, and R$ 89.7 million from January to June 2021, when compared to the same periods in 2020, due to the billing of customers in the Residential Social and Residential Favela categories, who were exempt from paying water and sewage tariffs;
(v)increase in delinquency and in the expectation of higher future losses of customers in the private and commercial/industrial categories, leading to a provisioning of estimated losses of R$ 144.1 million from April to June 2021 (R$ 117.2 from April to June 2020) and R$ 265.2 million from January to June 2021 (R$ 274.7 million from January to June 2020);

The payment of 50% of the Regulation, Control and Oversight Fee (TRCF), totaling R$ 24.0 million, was postponed from May to December 2020, for settlement in 24 installments beginning January 2021, of which R$ 3,003 was paid from April to June 2021, and R$ 6,006 from January to June 2021.

 

Management expects that the financial funds raised with the gradual recovery of the economic activities, improved water security from the works carried out, generation of operational cash, and credit lines available for investments, will be sufficient to meet the Company’s commitments and not compromise the necessary investments.

 

New Legal Sanitation Framework

 

On July 15, 2020, the Brazilian President sanctioned Federal Law 14,026/2020, known as New Legal Framework for Basic Sanitation. The new law expands competition in the sector by extinguishing program contracts, encourages the region-wise provision of services to promote economies of scale, and provides for strengthening the service regulation.

 

Additionally, the New Legal Framework imposes performance goals to reach 99% of the population served with drinking water and 90% with sewage collection and treatment by December 31, 2033, encouraging operators to increase efficiency. The new Law also granted the National Water Agency (ANA) with power to edit reference rules to regulate sanitation services, aiming to standardize the operation of the regulatory agencies and minimize regulatory uncertainties, thus creating a more stable and attractive environment for investments in the sector.

 

Last May 31, Federal Decree 10,710 was published, regulating article 10-B of Law 11,445/2007, establishing the methodology for proving the economic and financial capacity of public providers of drinking water supply and sewage services, to make it possible the compliance with the universalization goals by 2033. Said regulation determines economic and financial evaluation metrics on service providers to prove their ability to make investments within the intended deadlines, as well as several conditions for current contracts to be considered regular. Any adjustments to them should be made by March 31, 2022, in line with paragraph 1 of article 11-B of the new law.

 

In this new context, the Company understands it is important to highlight that: i) it has contracts that already include goals that meet or even anticipate those defined by the New Legal Framework; ii) it has access to public capital and the private capital market due to its sound reputation, favoring the maintenance and/or expansion of its operated base and compliance with the universalization of services within the deadline established by the new law; iii) it has high governance level; and iv) it has current contracts with the granting authority that ensure 95% of revenue.

 

Approvals

 

The interim information was approved by the Board of Directors on August 12, 2021.

 

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Notes to the Quarterly Information

 
  

 

2Basis of preparation and presentation of the quarterly information

 

Presentation of the Interim Financial Information

 

The interim financial information as of June 30, 2021, 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 the 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 information for June 30, 2021, 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, 2020, 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 11);
vi.Investments (Note 12);
vii.Intangible assets (Note 15);
viii.Borrowings and financing (Note 17);
ix.Deferred taxes and contributions (Note 19);
x.Provisions (Note 20);
xi.Employees benefits (Note 21);
xii.Equity (Note 24);
xiii.Insurance (Note 27);

 

 

 

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 are in thousands of Brazilian reais, unless otherwise stated.

 

 

3Summary of significant accounting policies

 

The accounting policies used in the preparation of the interim financial information of June 30, 2021 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2020, disclosed on Note 3 of such financial statements.

 

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Notes to the Quarterly Information

 
  
4Risk management

 

4.1Financial 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 financial risk management is focused on the unpredictability of financial markets and seeks to minimize potential adverse effects on financial performance.

 

The Company has not utilized derivative instruments in any of the reported periods.

 

(a)Market risk

 

Exchange risk

 

Currency exposure implies market risks associated with currency fluctuations, since the Company has foreign currency-denominated liabilities, arising from long-term funding, in development institutions, at lower interest rates, in U.S. dollar and Yen.

 

The management of the currency exposure considers several current and projected economic factors, besides the market conditions.

 

This risk arises from the possibility that the Company may incur losses due to exchange rate fluctuations that would impact liability balances of foreign currency-denominated borrowings and financing and related financial expenses. The Company does not maintain hedge or swap contracts or any derivative financial instrument to hedge against this risk.

 

Part of the financial debt, totaling R$ 3,116,560 as of June 30, 2021 (R$ 3,563,170 as of December 31, 2020), is indexed to the U.S. dollar and Yen. The exposure to the exchange risk is as follows:

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Notes to the Quarterly Information

 
  

 

 

 

June 30, 2021

December 31, 2020

 

Foreign currency

R$

Foreign currency

R$

         
Borrowings and financing – US$ 160,441 802,558 167,479 870,338
Borrowings and financing – Yen 50,980,944 2,296,692 52,969,560 2,671,255
Interest and charges from borrowings and financing – US$   3,921   5,540
Interest and charges from borrowings and financing – Yen  

13,389

 

16,037

Total exposure   3,116,560   3,563,170
Borrowing cost – US$   (17,473)   (12,342)
Borrowing cost – Yen  

(2,869)

 

(2,966)

Total foreign currency-denominated borrowings (Note 16)  

3,096,218

 

3,547,862

 

The 12.7% decrease in the balance of the foreign currency-denominated debt from December 31, 2020 to June 30, 2021 was mainly impacted by the amortization of debt installments, contractually agreed, and the depreciation of the U.S. dollar and Yen against the Brazilian real, as follows:

 

 

June 30,

2021

December 31,

2020

Var.

US$ R$ 5.0022 R$ 5.1967 -3.7%
Yen R$ 0.04505 R$ 0.05043 -10.7%

 

 

From January to June 2021, the liabilities of borrowings and financing agreements decreased by R$ 302,873 (increased by R$ 2,356,350 from January to June 2020), from the currency variation of the borrowings and financing agreements. As of June 30, 2021, if the Brazilian real had depreciated or appreciated by 10 percentage points against the U.S. dollar and Yen with all other variables held constant, in addition to the impacts mentioned above, the effects on the result before taxes for the six months ended June 30, 2021, would have been R$ 311,656 (R$ 563,701 for the six months ended June 30, 2020), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated borrowings and financing.

 

Scenario I below presents the effect in the income statements for the next 12 months, considering the projected rates of the U.S. dollar and the Yen. Considering the other variables as remaining constant, the impacts of possible depreciations of 25% and 50% in the U.S. dollar and Yen, respectively, are shown in scenarios II and III.

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Notes to the Quarterly Information

 
  

 

 

The Company understands that the scenarios presented are reasonable, given the instability of the Brazilian real against the U.S. dollar and the Yen. The depreciation of the U.S. dollar and Yen against the Brazilian real came to 3.7% and 10.7%, respectively, in 2021.

 

 

Scenario I (Probable)

Scenario II (+25%)

Scenario III (+50%)

  (*)    
Net currency exposure as of June 30, 2021 in US$ - Losses 160,441 160,441 160,441
       
US$ rate as of June 30, 2021 5.0022 5.0022 5.0022
Exchange rate estimated according to the scenario

5.1500

6.4375

7.7250

Difference between the rates (0.1478) (1.4353) (2.7228)
       
Effect on the net financial result R$ - gain/(loss) (23,713) (230,281) (436,849)
       
Net currency exposure as of June 30, 2021, in ¥ - Losses 50,980,944 50,980,944 50,980,944
       
Yen rate as of June 30, 2021 0.04505 0.04505 0.04505
Exchange rate estimated according to the scenario

0.04599

0.05749

0.06899

Difference between the rates (0.00094) (0.01244) (0.02394)
       
Effect on the net financial result R$ - gain/(loss)

(47,922)

(634,203)

(1,220,484)

       
Total effect on the net financial result in R$ - gain/(loss)

(71,635)

(864,484)

(1,657,333)

       
(*) For the probable scenario in U.S. dollar, the exchange rate estimated for June 30, 2022 was used, according to the BACEN Focus Report of June 30, 2021. For the Yen, the exchange estimated for June 30, 2022 was used, according to B3’s Reference Rates report of June 30, 2021.

 

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.

 

The Company has not entered into any derivative contract to hedge against this risk; however, it continually monitors market interest rates to evaluate the possible need to replace its debt.

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Notes to the Quarterly Information

 
  

 

 

The table below provides borrowings and financing subject to variable interest rates:

 

 

June 30, 2021

December 31, 2020

CDI (i) 7,471,313 7,836,988
TR (ii) 1,635,045 1,619,416
IPCA (iii) 2,161,934 2,176,547
TJLP (iv) 1,404,654 1,517,657
LIBOR (v) 802,559 870,337
Interest and charges

254,873

164,439

Total

13,730,378

14,185,384

 

(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 do not necessarily follow the increases in the inflation indexes to adjust borrowings, financing, and interest rates affecting indebtedness.

 

As of June 30, 2021, 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 six months ended June 30, 2021 would have been
R$ 137,304 (R$ 111,959 for the six months ended June 30, 2020), lower or higher, mainly as a result of lower or higher interest expense on floating rate borrowings and financing.

 

(b)Credit risk

 

Credit risk is related to cash and cash equivalents, financial investments, as well as credit exposures to wholesale basis and retail customers, including 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 exposure to credit risk as of June 30, 2021 is the carrying amount of instruments classified as cash and cash equivalents, financial investments, restricted cash, trade receivables, and accounts receivable from related parties on the reporting date. See additional information in Notes 6, 7, 8, 9, and 10.

 

Regarding the financial assets held with financial institutions, the credit quality was assessed by reference to external credit ratings (if available) or historical information about the bank’s default rates. For the credit quality of the banks, such as deposits and financial investments, the Company assesses the rating published by three main international agencies (Fitch, Moody's and S&P), as follows:

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Notes to the Quarterly Information

 
  

 

 

Banks

Fitch

Moody's

Standard Poor's

Banco do Brasil S/A AA(bra) AAA.br -
Banco Santander Brasil S/A - AAA.br brAAA
Brazilian Federal Savings Bank AA(bra) AAA.br brAAA
Banco Bradesco S/A AAA(bra) AAA.br brAAA
Banco Itaú Unibanco S/A AAA(bra) AAA.br brAAA
Banco BV - AA.br brAAA
Banco BTG Pactual S/A AA(bra) AA+.br brAA+

 

The rating assessment disclosed by Fitch for deposit transactions and financial investments in local currency (R$ - domestic rating) is as follows:

 

 

June 30, 2021

December 31, 2020

Cash and cash equivalents and financial investments    
AA(bra) 1,773,447 2,662,685
AAA(bra) 909,760 891,243
Others (*)

265,581

253,619

 

2,948,788

3,807,547

 

(*) As of June 30, 2021, this category includes R$ 255,828 (R$ 253,066 as of December 31, 2020) referring to Banco BV, checking accounts, and financial investments, which are not rated by Fitch.

 

(c)Liquidity risk

 

Liquidity is primarily reliant upon cash provided by operating activities and borrowings and financing obtained in the local and international capital markets, as well as the payment of debts. The management of this risk considers the assessment of its liquidity requirements to ensure it has sufficient cash to meet its operating and capital expenditures needs.

 

The funds held are invested in interest-bearing current accounts, time deposits, and securities, with instruments with appropriate maturity or liquidity sufficient to provide margin as determined by the projections mentioned above.

 

The table below shows the financial liabilities, by maturity, including the installments of principal and future interest. For agreements with floating interest rates, the interest rates used correspond to the base date of June 30, 2021.

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Notes to the Quarterly Information

 
  

 

 

 

July to December 2021

2022

2023

2024

2025

2026 onwards

Total

June 30, 2021              
               
Liabilities              
Borrowings and financing 2,369,459 2,180,341 2,188,523 2,312,456 1,796,652 10,517,405 21,364,836
Suppliers 225,901 - - - - - 225,901
Services payable 496,535 - - - - - 496,535
Public-Private Partnership - PPP 212,294 424,865 425,177 389,794 356,036 4,244,702 6,052,868
Program Contract Commitments 108,781 34,680 34,680 1,080 1,080 13,553 193,854

 

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 to avoid the execution of these clauses, and the most restrictive are shown in Note 16 (c).

 

(d)Sensitivity analysis on interest rate risk

 

The table below shows the sensitivity analysis of the financial instruments, prepared in accordance CPC 40, to evidence the balances of main financial assets and liabilities, calculated at a rate projected for a future period after June 30, 2021, or until the final settlement of each contract, whichever is shorter, considering a probable scenario (Scenario I), with additions 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, considering constant all other variables. At the time of settlement, the amounts can be different from those presented, due to the estimates used in the measurement.

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Notes to the Quarterly Information

 
  

 

 

June 30, 2021

Indicators

Exposure

Scenario I

(Probable) (i)

Scenario II

25%

Scenario III

50%

         
Assets        
CDI 2,858,944 6.5800%(**) 8.2250% 9.8700%
Financial income   188,119 235,148 282,178
         
Liabilities        
CDI (7,471,313) 6.5800%(**) 8.2250% 9.8700%
Interest to be incurred   (491,612) (614,515) (737,419)
 
 
 
 
 
CDI net exposure (4,612,369) (303,493) (379,367) (455,241)
         
Liabilities        
TR (1,635,045) 0.0001%(**) 0.0001% 0.0002%
Expenses to be incurred   (2) (2) (3)
         
IPCA (2,161,934) 4.1700%(*) 5.2125% 6.2550%
Expenses to be incurred   (90,153) (112,691) (135,229)
         
TJLP (1,404,654) 5.1700%(***) 6.4625% 7.7550%
Interest to be incurred   (72,621) (90,776) (108,931)
         
LIBOR (802,559) 0.1850%(**) 0.2313% 0.2775%
Interest to be incurred   (1,485) (1,856) (2,227)
   
 
 
 
Total expenses to be incurred, net  

(467,754)

(584,692)

(701,631)

         
(*)       Source: Focus-BACEN Report of June 30, 2021
(**)     Source: B3 of June 30, 2021:
(***)   Source: LCA Consultores of June 30, 2021
 

 

(i)Refers to the scenario of the projected interest to be incurred for the 12 months as of June 30, 2021, or until the maturity of the agreements, whichever is shorter.

 

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Notes to the Quarterly Information

 
  

 

 

4.2Capital management

 

The Company’s objectives when managing capital are to ensure its ability to increase investments in infrastructure, provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

 

Capital is monitored based on the leverage ratio, which 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 and financial investments. Total capital is calculated as total equity plus net debt, as shown in the statement of financial position.

 

 

June 30, 2021

December 31, 2020

     
Total borrowings and financing (Note 16) 16,488,628 17,258,624
(-) Cash and cash equivalents (Note 6) (249,932) (396,401)
(-) Financial investments (Note 7)

(2,698,856)

(3,411,146)

     
Net debt 13,539,840 13,451,077
Total equity

24,037,238

22,793,704

     
Total (shareholders plus creditor’s equity)

37,577,078

36,244,781

     
Leverage ratio

36%

37%

 

 

As of June 30, 2021, the leverage ratio decreased to 36%, compared to 37% as of December 31, 2020, mainly due to the profit recorded in the first half of 2021, of R$ 1,269,910.

 

4.3Fair 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.

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4.4Financial instruments

 

The Company did not have financial assets classified as fair value through other comprehensive income and fair value through profit or loss. The financial instruments included in the amortized cost category comprise cash and cash equivalents, financial investments, restricted cash, trade receivables, balances with related parties, other assets and balances receivable from the Water National Agency (ANA), accounts payable to 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, except for cash equivalents and financial investments.

 

The estimated fair values of the financial instruments are as follows:

 

Financial Assets

 

 

June 30, 2021

December 31, 2020

 

Carrying amount

Fair value

Carrying amount

Fair value

Cash and cash equivalents 249,932 249,932 396,401 396,401
Financial investments 2,698,856 2,698,856 3,411,146 3,411,146
Restricted cash 27,950 27,950 35,742 35,742
Trade receivables 2,528,064 2,528,064 2,450,986 2,450,986
ANA 23,904 23,904 26,463 26,463
Other receivables 269,716 269,716 246,110 246,110

 

 

Additionally, SABESP has financial assets receivable from related parties, totaling R$ 801,685 as of June 30, 2021
(R$ 806,645 as of December 31, 2020), which were calculated under the conditions negotiated between the related parties. The conditions and additional information related to these financial instruments are disclosed in Note 10. Part of this balance, totaling R$ 729,762 (R$ 732,391 as of December 31, 2020), refers to reimbursement of additional retirement and pension plan - G0, 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

 

 

June 30, 2021

December 31, 2020

 

Carrying amount

Fair value

Carrying amount

Fair value

Borrowings and financing 16,488,628 16,941,396 17,258,624 17,702,649
Suppliers 225,901 225,901 263,741 263,741
Services payable 496,535 496,535 453,750 453,750
Program Contract Commitment 183,012 183,012 231,480 231,480
Public-Private Partnership - PPP 3,112,293 3,112,293 3,175,273 3,175,273

 

 

The criteria adopted to obtain the fair values of borrowings and financing in preparing the interim financial information as of June 30, 2021, are consistent with those adopted in the Annual Financial Statements for the fiscal year ended December 31, 2020.

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Financial instruments referring to financial investments and borrowings and financing are classified as Level 2 in the fair value hierarchy.

 

Considering the nature of other financial instruments, assets and liabilities, the balances recognized in the statement of financial position approximate the fair values, except for borrowings and financing, considering 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.

 

 

5Key accounting estimates and judgments

 

The preparation of the interim financial information requires Management to make judgments (except for those that involve assumptions) that have a significant impact on the amounts recognized 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 Company makes estimates and assumptions concerning the future, which are reviewed on a timely basis. Such accounting estimates, by definition, may differ from the actual results. The effects from the reviews of the accounting estimates are recognized in the period in which the estimates are reviewed.

 

The Company evaluated the main accounting policies that involve judgment, except for those that involve estimates, and concluded that none of them have a significant effect.

 

The areas that require a higher level of judgment and greater complexity, as well as those in which assumptions and estimates are significant for the quarterly information are: (i) allowance for doubtful accounts; (ii) intangible assets arising from concession agreements and program contracts; (iii) pension plan obligations - pension plans; (iv) deferred income tax and social contribution; (v) provisions; and (vi) unbilled revenue.

 

 

6Cash and cash equivalents

 

 

June 30, 2021

December 31, 2020

     
Cash and banks 76,930 74,033
Cash equivalents

173,002

322,368

Total

249,932

396,401

 

Cash and cash equivalents include cash, bank deposits, and high-liquidity short-term financial investments, mainly represented by repurchase agreements, fund shares (accruing CDI interest rates), and CDBs, whose original maturities or intention of realization are lower than three months, which are convertible into a cash amount and subject to an insignificant risk of change in value.

 

As of June 30, 2021, the average yield of financial investments corresponded to 95.94% of CDI (95.82% as of December 31, 2020).

 

 

7Financial investments

 

The Company has financial investments in CDB, with daily liquidity, which it does not intend to use in the next three months, as shown below:

 

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June 30, 2021

December 31, 2020

Banco BV 255,828 253,066
Banco Itaú S/A 358,087 354,296
Banco Bradesco S/A 511,640 506,136
Banco BTG Pactual S/A 358,145 354,299
Banco do Brasil S/A

1,215,156

1,943,349

 

2,698,856

3,411,146

 

As of June 30, 2021, the average yield of the financial investments corresponded to 99.54% of CDI (98.95% as of December 31, 2020).

 

 

8Restricted cash

 

 

 

June 30, 2021

December 31, 2020

     
Agreement with the São Paulo municipal government (i) 21,458 29,599
Brazilian Federal Savings Bank – escrow deposits (ii) 367 272
Other

6,125

5,871

 

27,950

35,742

 

(i)Refers to the amount deducted from the transfer of 7.5% of the revenue earned in the municipality to the Municipal Fund for Environmental Sanitation and Infrastructure, corresponding to eventual amounts unpaid by direct management bodies, foundations, and government agencies, as established in the agreement entered into with the São Paulo municipal government; and
(ii)Refers to the savings account intended to receive escrow deposits from lawsuits with final and unappealable decisions in favor of the Company, which are blocked under the contractual clause.

 

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9Trade receivables

 

(a)Statement of financial position details

 

 

June 30, 2021

December 31, 2020

Private sector:    
General (i) and special customers (ii) 1,819,277 1,663,738
Agreements (iii)

481,393

398,367

     
 

2,300,670

2,062,105

Government entities:    
Municipal 480,535 473,201
Federal 5,120 3,859
Agreements (iii)

375,349

333,740

     
 

861,004

810,800

Wholesale customers – Municipal governments: (iv)    
Mogi das Cruzes 3,784 3,582
São Caetano do Sul

21,263

18,808

     
Total wholesale customers – Municipal governments

25,047

22,390

     
Unbilled supply

607,020

713,310

     
Subtotal 3,793,741 3,608,605
Allowance for doubtful accounts

(1,265,677)

(1,157,619)

     
Total

2,528,064

2,450,986

     
Current 2,249,036 2,204,029
Noncurrent

279,028

246,957

     
 

2,528,064

2,450,986

 

(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, among others);
(iii)Agreements - installment payments of past-due receivables, plus monetary restatement 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.

 

 

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(b)The aging of trade receivables is as follows:

 

 

June 30, 2021

December 31, 2020

     
Current 1,731,219 1,793,104
Past-due:    
Up to 30 days 402,327 340,760
From 31 to 60 days 201,756 177,103
From 61 to 90 days 146,972 120,488
From 91 to 120 days 124,677 88,323
From 121 to 180 days 150,632 113,060
From 181 to 360 days 97,384 82,365
Over 360 days

938,774

893,402

     
Total past-due

2,062,522

1,815,501

     
Total

3,793,741

3,608,605

 

The increase in the past-due balance was mainly due to higher default of the private sector.

 

(c)Allowance for doubtful accounts

 

 

January to June 2021

January to June 2020

     
Balance at the beginning of the period 1,157,619 1,042,015
Additions 130,074 193,295
Recoveries

(22,016)

(30,519)

     
Balance at the end of the period

1,265,677

1,204,791

 

 

Reconciliation of estimated/historical losses at the result

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

         
Write-offs (94,115) (156,500) (66,579) (104,347)
(Losses)/reversal with state entities – related parties (146) (594) (6,812) (7,543)
(Losses) with the private sector/government entities (62,048) (130,074) (66,808) (193,295)
Recoveries

12,208

22,016

23,022

30,519

         
Amount recorded as expense (Note 27)

(144,101)

(265,152)

(117,177)

(274,666)

 

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The Company does not have customers representing 10% or more of its total revenues.

 

 

10Related-party balances and transactions

 

 

(a)São Paulo State

 

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

 

 

June 30, 2021

December 31, 2020

Accounts receivable    
Current:    
Sanitation services 109,684 109,078
Estimated losses (39,721) (39,127)
Reimbursement of additional retirement and pension benefits paid (G0):    
- Monthly flow (payments) 16,283 22,726
- GESP Agreement – 2015

80,054

75,377

     
Total current

166,300

168,054

     
Noncurrent:    
Agreement for the installment payment of sanitation services 1,960 4,303
Reimbursement of additional retirement and pension benefits paid (G0):    
- GESP Agreement – 2015

633,425

634,288

     
Total noncurrent

635,385

638,591

     
Total receivables from shareholders

801,685

806,645

     
Assets:    
Sanitation services 71,923 74,254
Reimbursement of additional retirement and pension benefits paid (G0)

729,762

732,391

     
Total

801,685

806,645

     
Liabilities:    
Interest on capital payable to related parties - 116,180

 

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April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

         
Revenue from sanitation services 118,975 243,381 123,949 265,834
Payments from related parties (108,113) (220,336) (143,946) (293,441)
         
Receipt of reimbursement referring to Law 4,819/1958 (33,877) (88,058) (17,714) (71,916)

 

 

(ii)Disputed amounts

 

As of June 30, 2021 and December 31, 2020, the disputed amounts between SABESP and the São Paulo State, referring to additional retirement and pension benefits paid (Law 4,819/1958), totaled R$ 1,320,356 and R$ 1,281,409, respectively, for which allowances for doubtful accounts were created.

 

(iii)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 June 30, 2021 and December 31, 2020, the amounts corresponding to the actuarial liability totaled R$ 2,545,673 and R$ 2,549,541, respectively. For detailed information on additional retirement and pension benefits, see Note 21.

 

(b)Use of Reservoirs – EMAE

 

Empresa Metropolitana de Águas e Energia S.A. (EMAE) planned to receive the credit and obtain financial compensation for alleged past and future losses in electricity generation arising from 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.

 

As of October 28, 2016, the Company entered into an agreement based on a Private Transaction Agreement and Other Adjustments to settle the disputes fully and completely and SABESP will continue using the reservoirs.

 

As of June 30, 2021, the balance of the agreement totaled R$ 7,791 and R$ 83,659 (R$ 17,255 and R$ 73,660 as of December 31, 2020), recorded in Other liabilities, under current and noncurrent liabilities, respectively.

 

(c)Agreements with reduced tariff for State Entities that join the Rational Water Use Program (PURA)

 

The Company has agreements with government entities related to the São Paulo State Government that benefit them with a 25% discount on water supply and sewage services tariffs 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.

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(d)Guarantees

 

The São Paulo State provides guarantees for some of the Company’s borrowings and financing and does not charge any related fees.

 

(e)Personnel assignment agreement among entities related to the São Paulo State Government

 

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully charged.

 

From April to June and from January to June 2021, expenses with employees assigned to other state entities totaled R$ 218 and R$ 375 (R$ 579 and R$ 1,267 from April to June and from January to June 2020), respectively.

 

No expenses with employees from other entities assigned to the Company were recorded from April to June and from January to June 2021 (R$ 13 and R$ 13 from April to June and from January to June 2020, respectively).

 

(f)Non-operating assets

 

As of June 30, 2021 and December 31, 2020, the Company’s had land and lent structures totaled R$ 3,613.

 

(g)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 June 30, 2021 totaled R$ 313,104 (R$ 319,053 as of December 31, 2020), according to Note 21.

 

(h)Compensation of the Management Key Personnel and Fiscal Council

 

From April to June and from January to June 2021, expenses related to the compensation of the members of the Management and Fiscal Council totaled R$ 1,596 and R$ 3,190 (R$ 1,596 and R$ 3,179 from April to June and from January to June 2020), respectively.

 

Additional amounts of R$ 360 and R$ 720, referring to the executive officers’ bonus program, were recorded from April to June and from January to June 2021 (R$ 360 and R$ 720 from April to June and from January to June 2020), respectively.

 

(i)Loan agreement through credit facility

 

The Company holds interest in certain Special Purpose Entities (SPEs), in which it does not hold the majority interest but has cast vote and power of veto in some issues, with no ability to use such power of veto in a way to affect the returns over investments. Therefore, these SPEs are considered for accounting purposes as jointly arrangements.

 

The Company entered into a loan agreement through a credit facility with SPE Aquapolo Ambiental S/A to finance the operations of that company until the borrowings and financing requested with financial institutions is granted.

 

As of June 30, 2021, the balance of principal and interest of this agreement totaled R$ 9,597 and R$ 24,315, recorded in “Other assets” under current assets and noncurrent assets, respectively (R$ 9,420 and R$ 23,866, respectively, as of December 31, 2020), at CDI + 1.2% p.a.

 

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.

 

 

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(j)“Se Liga na Rede” (Connect to the Network Program)

 

The São Paulo State enacted the State Law 14,687/2012, creating the Pro-Connection program, intended 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 Law was regulated by Decree 58,280/2012 and is effective for eight years. During the Program, R$ 52,174 was reimbursed by the São Paulo State. As of June 30, 2021, there were no balances receivable from related parties.

 

 

11Investments

 

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 the returns over the investments, indicating participating shared control (joint venture – CPC 19 (R2)).

 

The Company holds equity interest valued by the equity accounting in the following investees:

 

 

Equity

Profit (loss) for the period

 

June

30,

2021

December

31,

2020

January to June 2021

(*)

January to June 2020

           
Sesamm 54,717 51,514 3,203 - 3,621
Águas de Andradina 30,446 29,576 959 (89) (1,612)
Águas de Castilho 9,210 8,533 662 15 555
Attend Ambiental 21,683 11,409 2,891 7,383 3,050
Aquapolo Ambiental 54,241 41,903 12,338 - 8,964
Paulista Geradora de Energia 6,410 6,692 (282) - (225)

 

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Notes to the Quarterly Information

 
  

 

 

 

Investment

Equity result

Interest percentage

 

June

30,

2021

December

31,

2020

January to June

2021

(*)

January to June

2020

June

30,

2021

December

31,

2020

               
Sesamm 19,699 18,546 1,153 - 1,303 36% 36%
Águas de Andradina 9,134 8,873 288 (27) (483) 30% 30%
Águas de Castilho 2,763 2,560 199 4 168 30% 30%
Saneaqua Mairinque1 - - - - (216) 4.6% 4.6%
Attend Ambiental 9,757 5,134 1,301 3,322 1,372 45% 45%
Aquapolo Ambiental 26,577 20,532 6,045 - 4,392 49% 49%
Paulista Geradora de Energia

1,603

1,673

(70)

-

(56)

25% 25%
Total 69,533 57,318 8,916 3,299 6,480    

 

Other investments

6,099

6,099

         

 

Total

75,632

63,417

         

 

(*) Refers to changes in the equity of investees, as their financial statements for the year ended December 31, 20120 were issued after the disclosure of SABESP’s financial statements.

 

(1) As of August 20, 2020, SABESP discontinued the equity accounting method for the investment in Saneaqua Mairinque and recorded R$ 5,734 in “Other investments”.

 

 

12Investment Properties

 

 

December 31,

2020

Depreciation

June 30,

2021

       
Investment properties 46,274 (24) 46,250

 

 

 

December 31,

2019

Transfer

Depreciation

June 30,

2020

         
Investment properties 47,562 11 (24) 47,549

 

As of June 30, 2021, the market value of these properties was approximately R$ 386,000 (R$ 383,000 as of December 31, 2020).

 

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13Contract 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 subject 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. See Note 14 for further information on the capitalization of interest and construction margin, recorded during the construction period.

 

 

December 31, 2020

Additions (i)

Transfers

Transfers of works to intangible assets (ii)

June 30,

2021 (iii)

           
Total contract asset

7,969,164

2,225,121

1,039

(2,151,459)

8,043,865

 

 

 

December 31, 2019

Additions

Transfers

Transfers of works to intangible assets

June 30,

2020

           
Total contract asset

7,617,714

1,708,731

35

(1,614,733)

7,711,747

 

(i)The largest additions of the period are located in the municipalities of São Paulo, Praia Grande, and Guarulhos, totaling R$ 1,204 million, R$ 74 million, and R$ 65 million, respectively.
(ii)The largest transfers of the period are located in the municipalities of São Paulo, Caieiras, and Franco da Rocha, totaling R$ 1,494 million, R$ 108 million, and R$ 71 million, respectively.
(iii)The largest works are located in the municipalities of São Paulo, Praia Grande, and São Bernardo do Campo, totaling R$ 2,765 million, R$ 570 million, and R$ 472 million, respectively.

 

As of June 30, 2020, the contract asset included R$ 276,893, recorded as lease (R$ 276,893 as of December 31, 2020). Leases are part of construction costs, however, constructions are still in progress.

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14Intangible assets

 

(a)Statement of financial position details

 

 

June 30, 2021

December 31, 2020

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

Intangible right arising from:            
Concession agreements – equity value 682,685 (196,652) 486,033 671,904 (188,129) 483,775
Concession agreements – economic value 1,462,734 (762,436) 700,298 1,446,261 (711,596) 734,665
Program contracts 23,794,927 (7,223,588) 16,571,339 23,160,119 (6,799,812) 16,360,307
Program contracts – commitments 1,709,757 (365,317) 1,344,440 1,709,757 (338,834) 1,370,923
Service contracts – São Paulo 22,011,190 (6,181,913) 15,829,277 20,579,676 (5,707,072) 14,872,604
Software license of use 1,037,062 (484,974) 552,088 978,085 (437,460) 540,625
Right of use – Other assets

176,560

(70,869)

105,691

141,782

(99,106)

42,676

Total

50,874,915

(15,285,749)

35,589,166

48,687,584

(14,282,009)

34,405,575

 

 

(b)Changes

 

 

December

31,

2020

Additions

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

June

30,

2021

Intangible right arising from:              
Concession agreements - equity value (*) 483,775 - 10,994 62 (136) (8,662) 486,033
Concession agreements – economic value   734,665 - 16,807 74 (239) (51,009) 700,298
Program contracts (*) 16,360,307 8,881 629,440 433 (1,363) (426,359) 16,571,339
Program contracts – commitments   1,370,923 - - - - (26,483) 1,344,440
Service contracts – São Paulo 14,872,604 7,157 1,435,242 - (2,611) (483,115) 15,829,277
Software license of use 540,625 - 58,976 - - (47,513) 552,088
Right of use – Other assets

42,676

103,521

-

-

(462)

(40,044)

105,691

Total

34,405,575

119,559

2,151,459

569

(4,811)

(1,083,185)

35,589,166

 

(*) As of June 30, 2021, Concession agreements – equity value, and Program contracts, included leases totaling R$ 71,056 and R$ 186,894 (R$ 76,454 and R$ 193,107 as of December 31, 2020), respectively.

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December

31,

2019

Additions

Contract renewal

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

June

30,

2020

Intangible right arising from:                
Concession agreements – equity value (*) 1,494,853 - (1,030,964) 40,719 180 (193) (19,138) 485,457
Concession agreements – economic value   712,852 - - 44,635 (1) (8) (44,223) 713,255
Program contracts (*) 13,819,700 285,589 1,030,964 1,014,385 (66,071) (2,440) (380,586) 15,701,541
Program contracts – commitments   1,364,875 58,323 - - - - (25,792) 1,397,406
Service contracts – São Paulo 14,390,763 6,469 - 505,577 (11,781) (3,053) (434,997) 14,452,978
Software license of use 471,706 - - 9,417 78,243 - (33,210) 526,156
Right of use – Other assets

70,698

23,347

-

-

-

-

(28,351)

65,694

Total

32,325,447

373,728

-

1,614,733

570

(5,694)

(966,297)

33,342,487

 

(*) As of June 30, 2020, Concession agreements – equity value, and Program contracts, included leases totaling R$ 81,860 and R$ 199,332 (R$ 87,266 and R$ 205,558 as of December 31, 2019), respectively.

 

As of June 30, 2020, a contract was signed for the provision of treatment services and final disposal of solid waste and collection of garbage tax in the Municipality of Diadema for 40 years. Garbage collection fees started to be charged on water and sewage bills as of January 1, 2021 and were interrupted on May 1, 2021. To reach the best operationalization format, treatment services and final disposal of solid waste are in the study phase and, based on the contractual provision, are subject to a partnership between SABESP and a private party, which will occur by means of a public call.

 

(c)Obligations arising from concession agreements

 

As of June 30, 2021, the Company has obligations recorded in “Program contract commitments”, under current liabilities and noncurrent liabilities, totaling R$ 140,983 and R$ 42,029 (R$ 162,541 and R$ 68,939 as of December 31, 2020), respectively.

 

(d)Capitalization of interest and other finance charges

 

The Company capitalizes interest, inflation adjustment, and exchange variation in concession intangible assets during the construction period. From January to June 2021, it capitalized R$ 121,996 (R$ 139,994 from January to June 2020).

 

(e)Construction margin

 

The Company is primarily responsible for the construction and installation of the concession infrastructure, either by using its 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.

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Constructions related to the concessions are usually performed by third parties. In such a case, the margin is lower to cover administration costs and the assumption of responsibility for primary risks is lower. The construction margin was 2.3% as of June 30, 2021 and 2020.

 

From April to June and from January to June 2021, the construction margins were R$ 22,998 and R$ 46,005 (R$ 22,924 and R$ 35,579 from April to June and from January to June 2020), 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-party properties, whose owners will be compensated either amicably or through court.

 

Expropriation costs are recorded as concession intangible assets after the transaction is concluded. From April to June and from January to June 2021, expropriations totaled R$ 40,618 and R$ 50,292 (R$ 14,137 and R$ 21,453 from April to June and from January to June 2021), respectively.

 

(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.

 

The amounts recorded in intangible assets, net of amortization, are as follows:

 

 

June 30, 2021

December 31, 2020

     
Alto Tietê 278,195 287,645
São Lourenço

2,980,663

3,065,445

Total

3,258,858

3,353,090

 

 

The obligations assumed by the Company are as follows:

 

 

June 30, 2021

December 31, 2020

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total liabilities

             
Alto Tietê 58,043 129,852 187,895 59,429 149,726 209,155
São Lourenço

88,199

2,836,199

2,924,398

70,778

2,895,340

2,966,118

Total

146,242

2,966,051

3,112,293

130,207

3,045,066

3,175,273

 

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(h)Amortization of Intangible Assets

 

The average amortization rate totaled 4.7% as of June 30, 2021 and 2020.

 

(i)Software license of use

 

The software license of use is capitalized based on the costs incurred to acquire software and make them ready for use. As of April 10, 2017, the Integrated Business Management System (Enterprise Resource Planning – SAP ERP) was implemented. This system includes the administrative/financial module.

 

The implementation of the commercial module Net@Suíte system began in August 2019 and is being carried out in different phases. As of June 30, 2021, it had already been implemented in 228 municipalities. The implementation is expected to be concluded in December 2021.

 

(j)Right of use

 

The Company recognizes right of use assets and lease liabilities, except for those of short term and low value. For these cases, SABESP maintained the amounts of R$ 4,578, R$ 5,375, and R$ 918 from January to June 2021 (R$ 1,961, R$ 4,869, and R$ 984 from January to June 2020) under operating costs, selling expenses, and administrative expenses, respectively.

 

 

Nature

June 30,

2021

December 31,

2020

     
Leases - Contract asset 276,893 276,893
     
Leases - Concession and Program Contract    
        Cost 405,446 405,426
        Accumulated amortization

(147,496)

(135,865)

  (=) Net 257,950 269,561
     
Other assets (*)    
       Vehicles 143,056 115,208
       Properties 8,527 15,508
       Equipment 9,677 4,541
       Other assets 15,300 6,525
       Accumulated amortization

(70,869)

(99,106)

  (=) Net

105,691

42,676

     
Right of use

640,534

589,130

 

 

(*) From January to June 2021, costs and accumulated amortization totaling R$ 68,280, referring to expired rights of use, were written off.

 

The lease liability corresponds to total future fixed lease payments, adjusted to present value, considering an incremental rate on borrowings. For further information, see Note 16.

 

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Notes to the Quarterly Information

 
  

 

The table below shows the impact on the Company’s result:

 

Impact on the result

 

June 30,

2021

June 30,

2020

     
Right of use amortization (51,675) (39,981)
Financial result – interest expense and inflation adjustment (34,070) (31,616)
Expenses of short-term leases with low value

(10,871)

(7,814)

Reduction of profit for the period

(96,616)

(79,411)

 

 

(k)Performance Agreements

 

As of June 30, 2021, the accounting balances of these agreements recorded in contract asset and intangible assets were R$ 544,697 and R$ 644,839 (R$ 306,738 and R$ 265,940 as of December 31, 2020), respectively.

 

 

15Property, plant and equipment

 

(a)Statement of financial position details

 

 

June 30, 2021

December 31, 2020

 

Cost

Accumulated depreciation

Net

Annual average depreciation rate

Cost

Accumulated depreciation

Net

Annual average depreciation rate

Land 94,213 - 94,213 - 94,213 - 94,213 -
Buildings 86,196 (40,676) 45,520 2.1% 86,860 (41,513) 45,347 2.1%
Equipment 378,565 (278,629) 99,936 14.3% 372,103 (271,087) 101,016 14.8%
Transportation equipment 10,239 (7,685) 2,554 9.9% 10,319 (7,350) 2,969 9.9%
Furniture and fixtures 31,736 (14,305) 17,431 6.7% 31,232 (13,813) 17,419 6.7%
Other

8,020

(205)

7,815

4.9%

7,618

(331)

7,287

4.9%

Total

608,969

(341,500)

267,469

10.6%

602,345

(334,094)

268,251

11.2%

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Notes to the Quarterly Information

 
  

 

 

(b)Changes

 

 

December 31, 2020

Additions

Transfers

Write-offs and disposals

Depreciation

June 30,

2021

Land 94,213 - - - - 94,213
Buildings 45,347 707 (20) - (514) 45,520
Equipment 101,016 11,172 (1,761) (110) (10,381) 99,936
Transportation equipment 2,969 (80) - - (335) 2,554
Furniture and fixtures 17,419 635 54 (40) (637) 17,431
Other

7,287

439

119

-

(30)

7,815

Total

268,251

12,873

(1,608)

(150)

(11,897)

267,469

 

 

 

 

December 31, 2019

Additions

Transfers

Write-offs and disposals

Depreciation

June 30,

2020

Land 92,962 - - - - 92,962
Buildings 41,705 1,157 (189) - (562) 42,111
Equipment 152,273 17,351 (50) (53) (14,310) 155,211
Transportation equipment 1,984 299 891 - (289) 2,885
Furniture and fixtures 18,219 902 (1,365) (10) (603) 17,143
Other

7,250

957

97

-

(30)

8,274

Total

314,393

20,666

(616)

(63)

(15,794)

318,586

 

 

 

 

 

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Notes to the Quarterly Information

 
  
16Borrowings and Financing

 

 Borrowings and financing outstanding balance

June 30, 2021

December 31, 2020

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Local currency            
 12th issue debentures 45,450 135,733 181,183 45,450 158,425 203,875
 14th issue debentures 41,755 - 41,755 51,873 24,205 76,078
 17th issue debentures 96,518 96,187 192,705 91,850 183,335 275,185
 18th issue debentures 47,194 124,460 171,654 45,918 135,105 181,023
 21st issue debentures 174,789 - 174,789 175,000 174,769 349,769
 22nd issue debentures 200,000 491,022 691,022 99,969 678,149 778,118
 23rd issue debentures - 864,728 864,728 - 864,678 864,678
 24th issue debentures - 434,681 434,681 - 414,994 414,994
 25th issue debentures 1,446,945 - 1,446,945 1,442,610 - 1,442,610
 26th issue debentures - 1,099,106 1,099,106 - 1,047,767 1,047,767
 27th issue debentures - 997,168 997,168 - 997,000 997,000
 Brazilian Federal Savings Bank 94,940 1,358,256 1,453,196 90,382 1,324,459 1,414,841
 Brazilian Development Bank - BNDES PAC 13,394 13,352 26,746 13,185 20,247 33,432
 Brazilian Development Bank - BNDES PAC II 9751 7,161 33,877 41,038 7,159 37,447 44,606
 Brazilian Development Bank - BNDES PAC II 9752 4,851 23,044 27,895 4,851 25,470 30,321
 Brazilian Development Bank - BNDES ONDA LIMPA 26,751 73,449 100,200 26,751 86,809 113,560
 Brazilian Development Bank – BNDES TIETÊ III 86,823 499,116 585,939 86,823 542,519 629,342
 Brazilian Development Bank - BNDES 2015 33,558 437,405 470,963 33,558 454,126 487,684
 Brazilian Development Bank - BNDES 2014 6,524 26,111 32,635 5,143 23,017 28,160
 Inter-American Development Bank – IDB 2202 181,349 2,434,600 2,615,949 181,349 2,524,798 2,706,147
 Inter-American Development Bank – IDB INVEST 89,630 853,578 943,208 44,815 898,060 942,875
 Leases (Concession Agreements, Program Contracts, and Contract Asset) 34,940 379,514 414,454 28,847 399,896 428,743
 Leases (others) 61,225 58,866 120,091 36,576 9,300 45,876
 Other 4,039 9,362 13,401 3,778 11,382 15,160
 Interest and other charges

250,959

-

250,959

158,918

-

158,918

Total in local currency

2,948,795

10,443,615

13,392,410

2,674,805

11,035,957

13,710,762

 

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Notes to the Quarterly Information

 
  

 

 

 Borrowings and financing outstanding balance

June 30, 2021

December 31, 2020

Financial institution

 

Current

Noncurrent

 

Total

 

Current

Noncurrent

 

Total

Foreign currency            
 Inter-American Development Bank - IDB 1212 – US$ 46,251 thousand (US$ 51,390 thousand in December 2020) 51,413 179,946 231,359 53,412 213,649 267,061
 Inter-American Development Bank - IDB 4623 – US$ 19,053 thousand (US$ 10,220 thousand in December 2020) - 84,963 84,963 - 46,474 46,474
 International Bank for Reconstruction and Development (IBRD) – IBRDs 7662 and 8906 - US$ 79,752 thousand (US$ 82,792 thousand in December 2020) 30,412 362,195 392,607 31,594 393,949 425,543
 JICA 15 – ¥ 9,795,655 thousand (¥ 10,371,870 thousand in December 2020) 51,917 389,377 441,294 58,117 464,936 523,053
 JICA 18 – ¥ 8,807,360 thousand (¥ 9,325,440 thousand in December 2020) 46,679 349,921 396,600 52,253 417,846 470,099
 JICA 17 – ¥ 3,361,541 thousand (¥ 3,349,203 thousand in December 2020) 10,444 140,122 150,566 11,260 156,738 167,998
 JICA 19 – ¥ 29,016,288 thousand (¥ 29,923,047 thousand in December 2020) 81,699 1,223,662 1,305,361 91,456 1,415,683 1,507,139
 IDB 1983AB – US$ 15,385 thousand (US$ 23,077 thousand in December 2020) 38,478 37,680 76,158 39,975 78,943 118,918
 Interest and other charges

17,310

-

17,310

21,577

-

21,577

Total in foreign currency

328,352

2,767,866

3,096,218

359,644

3,188,218

3,547,862

             
Total borrowings and financing

3,277,147

13,211,481

16,488,628

3,034,449

14,224,175

17,258,624

 

Exchange rate as of June 30, 2021: US$ 5.0022; ¥ 0.04505 (as of December 31, 2020: US$ 5.1967; ¥ 0.05043).

As of June 30, 2021, the Company did not have balances of borrowings and financing raised during the year, maturing in up to 12 months.

 
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Notes to the Quarterly Information

 
  

 

 

Local currency

Guarantees

Maturity

Annual interest rate

Inflation adjustment

         
12th issue debentures Own funds 2025 TR + 9.5%  
14th issue debentures Own funds 2022 TJLP + 1.92 % (series 1 and 3) and 9.19% (series 2) IPCA (series 2)
17th issue debentures Own funds 2023 CDI + 0.75% (series 1), 4.5% (series 2), and 4.75% (series 3) IPCA (series 2 and 3)
18th issue debentures Own funds 2024 TJLP + 1.92 % (series 1 and 3) and 8.25% (series 2) IPCA (series 2)
21st issue debentures Own funds 2022 CDI + 0.60% (series 1) and CDI+ 0.90% (series 2)  
22nd issue debentures Own funds 2025 CDI + 0.58% (series 1), CDI+ 0.90% (series 2), and 6.0% (series 3) IPCA (series 3)
23rd issue debentures Own funds 2027 CDI + 0.49% (series 1) and CDI+ 0.63% (series 2)  
24th issue debentures Own funds 2029 3.20% (series 1) and 3.37% (series 2) IPCA (series 1 and 2)
25th issue debentures Own funds October 2021 CDI + 3.30%  
26th issue debentures Own funds 2030 4.65% (series 1) and 4.95% (series 2) IPCA (series 1 and 2)
27th issue debentures Own funds 2027 CDI + 1.60% (series 1), CDI+ 1.80% (series 2), and 2.25% (series 3)  
Brazilian Federal Savings Bank Own funds 2021/2042 5% to 9.5% TR
Brazilian Development Bank - BNDES PAC Own funds 2023 TJLP + 1.82%  
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 + 2.18%  
Brazilian Development Bank - BNDES 2014 Own funds 2026 TJLP + 1.76%  
Inter-American Development Bank – IDB 2202 Government 2035 CDI + 0.86%  
Inter-American Development Bank – IDB INVEST Own funds 2034 CDI+ 1.90% and CDI 2.70%  
Leases (Concession Agreements, Program Contracts, and Contract Asset)   2035 7.73% to 10.12% IPC
Leases (others)   2026 4.25% to 10.70%  
Other Own funds 2025 3% (FEHIDRO) TJLP + 1.5% (FINEP)  

 

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Notes to the Quarterly Information

 
  

 

 

Foreign currency

Guarantees

Maturity

Annual interest rate

Exchange variation

         
Inter-American Development Bank - IDB 1212 – US$ 46,251 thousand Government 2025 3.31% (*) US$
Inter-American Development Bank - IDB 4623 – US$ 19,053 thousand Government 2044 1.12% (*) US$
International Bank for Reconstruction and Development (IBRD) – IBRDs 7662 and 8906 -
US$ 79,752 thousand
Government 2034 2.85% (*) US$
JICA 15 – ¥ 9,795,655 thousand Government 2029 1.8% and 2.5% Yen
JICA 18 – ¥ 8,807,360 thousand Government 2029 1.8% and 2.5% Yen
JICA 17 – ¥ 3,361,641 thousand Government 2035 1.2% and 0.01% Yen
JICA 19 – ¥ 29,016,288 thousand Government 2037 1.7% and 0.01% Yen
IDB 1983AB – US$ 15,385 thousand - 2023 2.08% to 2.38% (*) US$

 

 

(*) Rates comprising LIBOR + contractually defined spread.

 

 

 

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Notes to the Quarterly Information

 
  

 

(i)Payment schedule – accounting balances as of June 30, 2021

 

 

2021

2022

2023

2024

2025

2026

2027 to 2048

TOTAL

LOCAL CURRENCY                
Debentures 1,521,488 588,241 687,467 925,030 491,488 383,807 1,698,215 6,295,736
Brazilian Federal Savings Bank 46,860 97,413 91,691 90,804 96,486 102,525 927,417 1,453,196
BNDES 89,531 179,062 172,323 165,668 145,490 135,671 397,671 1,285,416
IDB 2202 90,674 181,349 181,349 181,349 181,349 181,349 1,618,530 2,615,949
IDB INVEST 44,815 89,630 89,630 89,630 89,630 89,630 450,243 943,208
Leases (Concession Agreements, Program Contracts, and Contract Asset) 34,940 35,911 38411 41,810 38,687 28,290 196,405 414,454
Leases (others) 33,385 49,504 23,424 7,630 5,068 1,080 - 120,091
Other 2,019 4,038 3,977 1,757 1,610 - - 13,401
Interest and other charges

250,959

-

-

-

-

-

-

250,959

TOTAL IN LOCAL CURRENCY

2,114,671

1,225,148

1,288,272

1,503,678

1,049,808

922,352

5,288,481

13,392,410

FOREIGN CURRENCY                
IDB 25,707 51,413 51,413 51,413 53,921 5,016 77,439 316,322
IBRD 15,206 30,412 30,412 30,412 30,412 30,412 225,341 392,607
JICA 95,370 190,739 190,739 190,739 190,739 190,739 1,244,756 2,293,821
IDB 1983AB - 38,478 37,680 - - - - 76,158
Interest and other charges

17,310

-

-

-

-

-

-

17,310

TOTAL IN FOREIGN CURRENCY

153,593

311,042

310,244

272,564

275,072

226,167

1,547,536

3,096,218

Total

2,268,264

1,536,190

1,598,516

1,776,242

1,324,880

1,148,519

6,836,017

16,488,628

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Notes to the Quarterly Information

 
  

 

(ii)Changes

 

 

 

December 31, 2020

Addition (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 fees - Capitalized

Expenses with borrowing costs

June

30, 2021

                         
LOCAL CURRENCY                        
Debentures 6,756,504 - - (867) 95,382 - (89,796) (437,780) 123,693 33,361 8,136 6,488,633
Brazilian Federal Savings Bank 1,418,832 - 84,254 - - - (55,955) (45,904) 36,008 20,074 - 1,457,309
BNDES 1,370,902 - 7,136 - - - (41,793) (88,956) 7,902 33,473 128 1,288,792
IDB 2202 2,730,195 - - - - - (40,708) (90,674) 19,368 29,920 478 2,648,579
IDB INVEST 944,513 - - - - - (7,758) - 24,044 - 332 961,131
Leases (Concession Agreements, Program Contracts, and Contract Asset) 428,743 - - - - - (40,201) (14,290) 40,201 - - 414,453
Leases (others) 45,876 103,521 - - - - (2,790) (40,044) 13,529 - - 120,092
Other

15,197

-

-

-

-

-

(352)

(1,760)

324

12

-

13,421

TOTAL IN LOCAL CURRENCY

13,710,762

103,521

91,390

(867)

95,382

-

(279,353)

(719,408)

265,069

116,840

9,074

13,392,410

                         
FOREIGN CURRENCY                        
IDB 1212 270,804 - - - (8,591) - (4,149) (27,111) 3,325 - - 234,278
IDB 4623 46,498 - 47,593 (3,796) (5,393) - (324) - 440 - 85 85,103
IBRD 426,860 - - (1,733) (14,239) - (1,375) (17,070) 675 - 105 393,223
JICA 2,684,321 - 9,335 - (274,159) 1,870 (25,450) (111,609) 19,797 3,001 97 2,307,203
IDB 1983AB

119,379

-

-

-

(2,361)

-

(1,617)

(40,606)

1,123

285

208

76,411

TOTAL IN FOREIGN CURRENCY

3,547,862

-

56,928

(5,529)

(304,743)

1,870

(32,915)

(196,396)

25,360

3,286

495

3,096,218

Total

17,258,624

103,521

148,318

(6,396)

(209,361)

1,870

(312,268)

(915,804)

290,429

120,126

9,569

16,488,628

 

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Notes to the Quarterly Information

 
  
 

December 31, 2019

Foreign/local currency translation

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

June

30, 2020

                           
LOCAL CURRENCY                          
Debentures 3,711,228 - - 1,462,640 (13,551) 8,505 - (108,961) (516,816) 88,678 9,129 2,760 4,643,612
Brazilian Federal Savings Bank 1,429,250 - - 33,129 - - - (56,252) (41,531) 37,297 18,921 - 1,420,814
BNDES 1,201,411 - - 210,000 - - - (40,078) (67,740) 26,225 13,699 129 1,343,646
IDB 2202 - 2,063,069 - - - - - - - 10,255 5,561 80 2,078,965
Leases (Concession Agreements, Program Contracts, and Contract Asset) 459,671 - - - - - - (27,662) (13,486) 26,488 - - 445,011
Leases 74,453 - 23,346 - - - - (3,222) (28,350) 2,465 - - 68,692
Other

9,898

-

-

3,896

-

-

-

(305)

(750)

295

14

-

13,048

TOTAL IN LOCAL CURRENCY

6,885,911

2,063,069

23,346

1,709,665

(13,551)

8,505

-

(236,480)

(668,673)

191,703

47,324

2,969

10,013,788

                           
FOREIGN CURRENCY                          
IDB 2,316,190 (2,063,069) - - - 859,110 48,246 (39,415) (93,424) 6,270 24,695 398 1,059,001
IBRD 357,880 - - - (352) 125,533 1,217 (5,159) (14,950) 5,209 752 65 470,195
Eurobonds 1,413,956 - - - - 505,855 - (62,722) - 58,388 5,780 412 1,921,669
JICA 2,106,908 - - 22,869 (67) 742,556 8,310 (19,188) (87,650) 19,777 3,247 95 2,796,857
IDB 1983AB

163,864

-

-

-

(152)

65,524

-

(5,092)

(103,482)

4,333

423

433

125,851

TOTAL IN FOREIGN CURRENCY

6,358,798

(2,063,069)

-

22,869

(571)

2,298,578

57,773

(131,576)

(299,506)

93,977

34,897

1,403

6,373,573

Total

13,244,709

-

23,346

1,732,534

(14,122)

2,307,083

57,773

(368,056)

(968,179)

285,680

82,221

4,372

16,387,361

 

 

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Notes to the Quarterly Information

 
  
(a)Main events in the six months ended June 30, 2021

 

(i)Debentures

 

In the first quarter of 2021, the Company amortized the first installment of series 3 of the 17th issue debentures, totaling R$ 91.7 million, and series 1 of the 22nd issue debentures, totaling R$ 100.0 million.

 

In the second quarter of 2021, it amortized series 2 of the 21st issue debentures, totaling R$ 175.0 million.

 

(ii)IDB

 

In the first quarter of 2021, the Company raised R$ 17.8 million, referring to another installment of contract IDB 4623, and amortized R$ 90.7 million, referring to contract IDB 2202.

 

In the second quarter of 2021, the Company raised R$ 29.8 million, referring to another installment of contract IDB 4623.

 

(iii)JICA

 

In the first quarter of 2021, the Company amortized R$ 102.8 million, referring to contracts JICA 15, 18, and 19.

 

(b)Lease

 

The Company has lease agreements signed as Assets Lease. During the construction period, work costs are capitalized to contract asset and the lease amount is recorded at the same proportion.

 

After startup, the lease payment period starts (240 monthly installments) and the 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 (Note 14 (j))

 

(c)Covenants

 

The table below shows the most restrictive covenants as of June 30, 2021.

 

 

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
Total Adjusted Debt / Adjusted EBITDA Lower than 3.65
Other Onerous Debt (1) / Adjusted EBITDA Equal to or lower than 1.30
Adjusted Current Liquidity 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) The contractual definition of “Other Onerous Debts” corresponds to the sum of pension plan obligations and healthcare plan, installment payment of tax debts, and installment payment of debts with the electricity supplier.

 

As of June 30, 2021 and December 31, 2020, the Company met the requirements set forth by its borrowings and financing agreements.

 

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Notes to the Quarterly Information

 
  
(d)Borrowings and financing - credit limited

 

Agent

 

June 30, 2021

    (in millions of
Brazilian reais (*))
Brazilian Federal Savings Bank   1,430
Brazilian Development Bank (BNDES)   701
Japan International Cooperation Agency (JICA)   68
Inter-American Development Bank (IDB)   1,405
International Bank for Reconstruction and Development (IBRD)   1,247
Other  

51

TOTAL  

4,902

 

(*) Brazilian Central Bank’s exchange rate as of June 30, 2021 (US$ 1.00 = R$ 5.0022; ¥ 1.00 = R$ 0.04505).

 

Financing resources contracted have specific purposes and are released for the execution of their respective investments, according to the progress of the works.

 

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Notes to the Quarterly Information

 
  
17Taxes and contributions

 

(a)Current assets

 

 

June 30, 2021

December 31, 2020

Recoverable taxes    
Income tax and social contribution 35,824 -
Withheld income tax (IRRF) on financial investments 4,595 4,391
Other federal taxes

3,152

18,281

Total

43,571

22,672

 

 

(b)Current liabilities

 

 

June 30, 2021

December 31, 2020

Taxes and contributions payable    
Income tax and social contribution 75,125 69,041
Cofins and Pasep 101,102 93,601
INSS (social security contribution) 38,690 37,599
IRRF (withholding income tax) 10,703 21,287
Other

32,449

45,291

Total

258,069

266,819

 

 

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Notes to the Quarterly Information

 
  
18Deferred taxes and contributions

 

(a)Statement of financial position details

 

 

June 30, 2021

December 31, 2020

Deferred tax assets    
Provisions 448,055 436,445
Pension plan obligations - G1 152,568 154,498
Donations of underlying assets on concession agreements 48,800 50,142
Allowance for doubtful accounts 173,324 155,719
Other

120,465

134,932

Total deferred tax asset

943,212

931,736

     
Deferred tax liabilities    
Temporary difference on concession of intangible asset (380,793) (388,675)
Capitalization of borrowing costs (385,843) (390,211)
Profit on supply to government entities (355,618) (356,513)
Actuarial gain – G1 Plan (48,979) (48,979)
Construction margin (47,461) (48,843)
Borrowing costs

(16,268)

(19,231)

Total deferred tax liabilities

(1,234,962)

(1,252,452)

     
Deferred tax liability, net

(291,750)

(320,716)

 

 

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Notes to the Quarterly Information

 
  
(b)Changes

 

Deferred tax assets

December 31,

2020

Net

change

June 30,

2021

Provisions 436,445 11,610 448,055
Pension plan obligations - G1 154,498 (1,930) 152,568
Donations of underlying assets on concession agreements 50,142 (1,342) 48,800
Allowance for doubtful accounts 155,719 17,605 173,324
Other

134,932

(14,467)

120,465

Total

931,736

11,476

943,212

       
Deferred tax liabilities      
Temporary difference on concession of intangible asset (388,675) 7,882 (380,793)
Capitalization of borrowing costs (390,211) 4,368 (385,843)
Profit on supply to government entities (356,513) 895 (355,618)
Actuarial gain – G1 (48,979) - (48,979)
Construction margin (48,843) 1,382 (47,461)
Borrowing costs

(19,231)

2,963

(16,268)

Total

(1,252,452)

17,490

(1,234,962)

       
Deferred tax liability, net

(320,716)

28,966

(291,750)

 

 

Deferred tax assets

December 31,

2019

Net

change

June 30,

2020

Provisions 366,673 (14,763) 351,910
Pension plan obligations - G1 157,998 (1,995) 156,003
Donations of underlying assets on concession agreements 51,818 (1,061) 50,757
Allowance for doubtful accounts 145,622 29,579 175,201
Other

183,147

(24,254)

158,893

Total

905,258

(12,494)

892,764

       
Deferred tax liabilities      
Temporary difference on concession of intangible asset (408,732) 10,260 (398,472)
Capitalization of borrowing costs (409,236) 10,525 (398,711)
Profit on supply to government entities (372,289) 12,226 (360,063)
Actuarial gain – G1 (54,222) - (54,222)
Construction margin (83,399) 33,174 (50,225)
Borrowing costs

(11,376)

1,316

(10,060)

Total

(1,339,254)

67,501

(1,271,753)

       
Deferred tax liability, net

(433,996)

55,007

(378,989)

 

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Notes to the Quarterly 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:

 

 

 

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

         
Profit/(loss) before income taxes 1,148,031 1,898,646 517,091 (460,166)
Statutory rate

34%

34%

34%

34%

         
Estimated expense at the statutory rate (390,331) (645,540) (175,811) 156,456
Benefit of interest on capital 13,874 13,874 48,009 48,009
Permanent differences        
Provision Law 4,819/1958 – G0 (i) (5,651) (11,927) (9,669) (19,764)
Donations (2,308) (3,675) (2,156) (5,930)
Other differences

9,437

18,532

696

1,609

         
Income tax and social contribution

(374,979)

(628,736)

(138,931)

180,380

         
Current income tax and social contribution (374,219) (657,702) (107,351) 125,373
Deferred income tax and social contribution 760 28,966 (31,580) 55,007
Effective rate 33% 33% 27% 39%

 

(i)Permanent difference related to the provision for the actuarial liability (Note 21 (ii)).

 

 

19Provisions

 

(a)Lawsuits and proceedings that resulted in provisions

 

(I)      Statement of financial position details

 

The Company is a party to several 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, 2020. The terms and payment amounts are defined based on the outcome of these lawsuits.

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Notes to the Quarterly Information

 
  
 

June 30, 2021

 

December 31, 2020

 

 

Provisions

Escrow deposits

Provisions net of deposits

 

Provisions

Escrow deposits

Provisions net of deposits

Customer claims (i) 161,519 (10,439) 151,080   160,705 (10,553) 150,152
Supplier claims (ii) 362,824 (865) 361,959   410,734 (358) 410,376
Other civil claims (iii) 88,976 (2,499) 86,477   86,083 (2,505) 83,578
Tax claims (iv) 69,091 (14,746) 54,345   59,678 (2,410) 57,268
Labor claims (v) 354,070 (15,286) 338,784   316,880 (15,503) 301,377
Environmental claims (vi)

281,327

(32)

281,295

 

249,582

(31)

249,551

Total

1,317,807

(43,867)

1,273,940

 

1,283,662

(31,360)

1,252,302

               
Current 725,792 - 725,792   760,209 - 760,209
Noncurrent 592,015 (43,867) 548,148   523,453 (31,360) 492,093

 

 

 

(II)    Changes

 

 

December 31, 2020

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

June 30,

2021

Customer claims (i) 160,705 22,820 13,885 (16,717) (19,174) 161,519
Supplier claims (ii) 410,734 8,964 21,817 (39,309) (39,382) 362,824
Other civil claims (iii) 86,083 2,208 5,750 (2,187) (2,878) 88,976
Tax claims (iv) 59,678 6,071 4,406 - (1,064) 69,091
Labor claims (v) 316,880 54,665 19,205 (20,470) (16,210) 354,070
Environmental claims (vi)

249,582

19,417

21,590

-

(9,262)

281,327

Subtotal 1,283,662 114,145 86,653 (78,683) (87,970) 1,317,807
Escrow deposits

(31,360)

(13,991)

(2,370)

3,018

836

(43,867)

Total

1,252,302

100,154

84,283

(75,665)

(87,134)

1,273,940

 

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Notes to the Quarterly Information

 
  
 

December 31, 2019

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

June 30,

2020

Customer claims (i) 253,665 6,240 9,054 (73,380) (41,841) 153,738
Supplier claims (ii) 153,654 74,383 8,073 (35,535) (734) 199,841
Other civil claims (iii) 93,910 7,297 5,247 (16,981) (5,994) 83,479
Tax claims (iv) 59,143 1,496 1,139 (75) (1,764) 59,939
Labor claims (v) 325,129 28,126 20,092 (34,736) (19,939) 318,672
Environmental claims (vi)

192,950

17,731

10,369

-

(1,690)

219,360

Subtotal 1,078,451 135,273 53,974 (160,707) (71,962) 1,035,029
Escrow deposits

(42,643)

(6,903)

(833)

14,539

5,587

(30,253)

Total

1,035,808

128,370

53,141

(146,168)

(66,375)

1,004,776

 

(b)Lawsuits deemed as contingent liabilities

 

The Company is a 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 obligations cannot be reliably measured. Contingent liabilities, net of deposits, are represented as follows:

 

 

June 30, 2021

December 31, 2020

Customer claims (i) 155,798 110,508
Supplier claims (ii) 1,524,686 1,350,308
Other civil claims (iii) 774,145 758,800
Tax claims (iv) 1,349,213 1,253,636
Labor claims (v) 1,057,355 1,005,648
Environmental claims (vi)

6,468,677

5,981,837

Total

11,329,874

10,460,737

 

 

(c)Explanation on the nature of main classes of lawsuits

 

(i)Customer claims

 

Approximately 750 lawsuits (690 as of December 31, 2020) were filed by commercial customers, who claim that their tariffs should correspond to those of the other customer categories, and 320 lawsuits (310 as of December 31, 2020) 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, 2020) in which customers plead the reduction in tariff under the category “Social Welfare Entity”.

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Notes to the Quarterly Information

 
  
(ii)Supplier claims

 

Include lawsuits filed by some suppliers alleging underpayment of monetary adjustments and economic and financial imbalance of the agreements, and are in progress at different courts.

 

(iii)Other civil claims

 

Refer mainly 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 others, 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, which aim at certain obligations to do and not to do, with provision of fines for non-compliance, and imposition of compensation for environmental damages allegedly caused by the Company.

 

(d)Guarantee insurance

 

As of May 25, 2020, the Company renewed the insurance for policy issuance, thus contracting guarantee insurance for escrow deposit, totaling R$ 500.000, for one year. The purpose of such insurance is to settle legal claims given that instead of immediately disbursing cash, the Company uses the insurance until the conclusion of these proceedings. The guarantee insurance can be used in up to five years.

 

From April to June 2021, the Company used R$ 7,456 (R$ 69,771 from April to June 2020).

 

Until June 2021, the Company used R$ 3,893 of the contract in effect, thus remaining R$ 496,107.

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Notes to the Quarterly Information

 
  
20Labor liabilities and pension plan obligations

 

 

June 30, 2021

December 31, 2020

Salaries and payroll charges 34,432 53,107
Provision for vacation 231,857 207,906
Provision for Christmas bonus 49,204 -
Healthcare plan (i) 49,290 45,768
Provision for profit sharing (ii) 44,462 91,209
Consent Decree (TAC) 6,982 8,978
Knowledge Retention Program (PRC)

1,904

3,975

Total

418,131

410,943

 

(i)Healthcare plan

 

Benefits are paid after the event, free of choice, and are sponsored by the contributions of SABESP and the employees. In the second quarter of 2021, the Company contributed 7.8%, on average, of gross payroll, totaling R$ 54,881 (9.4% in the second quarter of 2020, totaling R$ 58,670).

 

(ii)Profit sharing

 

The profit-sharing program was implemented according to an agreement with the labor union. Payment corresponds to up to one month's salary for each employee, depending on the performance of goals reached from January to December, and should be paid in the subsequent year.

 

 

21Pension plan obligations

 

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 (iii), and VIVEST (iv). See the reconciliation of expenses with such plans in item (v).

 

Defined benefit plans

 

Summary of pension plan obligations

 

 

G1 Plan

G0 Plan

Total

Pension plan obligations as of December 31, 2020 (319,053) (2,549,541) (2,868,594)
Expenses recognized in 2021 (11,623) (79,107) (90,730)
Payments made in 2021

17,572

82,975

100,547

Pension plan obligations as of June 30, 2021

(313,104)

(2,545,673)

(2,858,777)

 

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Notes to the Quarterly Information

 
  
 

G1 Plan

G0 Plan

Total

Pension plan obligations as of December 31, 2019 (314,677) (3,046,255) (3,360,932)
Expenses recognized in 2020 (12,482) (103,131) (115,613)
Payments made in 2020

18,721

84,726

103,447

Pension plan obligations as of June 30, 2020

(308,438)

(3,064,660)

(3,373,098)

 

 

(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.

 

(ii)G0 Plan

 

According to State Law 4,819/1958, employees who started providing services before May 1974 and retired as an employee of the Company acquired a legal right to receive supplemental pension payments, which rights are referred to as "G0 Plan". The Company pays supplemental retirement and pension amounts on behalf of the São Paulo State and seeks reimbursements of such amounts, which are recorded as accounts receivable from shareholders, limited to the amounts considered virtually certain to be reimbursed by the São Paulo State.

 

(iii)Sabesprev Mais 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 join Fundação CESP’s Defined Contribution Plan (VIVEST) Defined Contribution Plan, as well as those who did not join 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.

 

(iv)VIVEST Plan

 

Defined Contribution Plan administered by VIVEST. The sponsor's contributions correspond to the result obtained by applying a percentage of 100% on the basic contribution made by the participant.

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Notes to the Quarterly Information

 
  
(v)Reconciliation of expenditures with pension plan obligations

 

 

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

         
G1 Plan (i) 5,812 11,623 6,241 12,482
G0 Plan (ii) 39,553 79,107 51,566 103,131
Sabesprev Mais Plan (iii) 5,604 10,890 5,475 10,894
VIVEST Plan (iv)

32

58

14

15

Subtotal 51,001 101,678 63,296 126,522
Capitalized (1,064) (2,058) (1,222) (2,562)
Reimbursement of additional retirement and pension benefits paid (G0) (22,934) (44,027) (23,127) (45,003)
Other

1,257

2,472

1,197

3,408

Pension plan obligations (Note 27)

28,260

58,065

40,144

82,365

 

 

22Services payable

 

This line records the balances payable, mainly from services received from third parties, such as the 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 line also includes the amounts payable related to the transfer of 7.5% of revenue from the São Paulo municipal government to the Municipal Fund for Environmental Sanitation and Infrastructure. The balances as of June 30, 2021 and December 31, 2020, were R$ 496,535 and R$ 453,750, respectively.

 

 

23Equity

 

(a)Share capital

 

As of June 30, 2021 and December 31, 2020, the authorized, subscribed and paid-in capital, totaling R$ 15,000.000, was composed of 683,509,869 registered, book-entry common shares with no par value, as follows:

 

 

June 30, 2021

December 31, 2020

 

Number of shares

%

Number of shares

%

 São Paulo State 343,507,729 50.3 343,507,729 50.3
 Other shareholders        
   In Brazil (1) 237,793,046 34.8 254,868,646 37.3
   Abroad (2) (3)

102,209,094

14.9

85,133,494

12.4

         
 Total

683,509,869

100.0

683,509,869

100.0

 

(1)As of June 30, 2021, the common shares traded in Brazil were held by 46,916 shareholders. It includes six shares held by Cia Paulista de Parcerias – CPP, a company controlled by the São Paulo State.
(2)Shares traded as American Depositary Receipts (ADR) on the New York Stock Exchange, through The Bank New York Mellon, the depositary bank of the Company’s ADRs.
(3)Each ADR corresponds to 1 share.

 

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Notes to the Quarterly Information

 
  
(b)Interest on capital

 

The Annual Shareholders’ Meeting of April 29, 2021 approved the distribution of dividends as interest on capital totaling R$ 231,163, corresponding to a minimum mandatory dividend of R$ 40,806 as additional dividends, totaling
R$ 271,969, paid on June 28, 2021.

 

 

24Earnings per share

 

Basic and diluted

 

The basic earnings/(loss) per share is calculated by dividing the equity attributable to 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.

 

 

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

         
Profit/(loss) attributable to the Company’s owners 773,052 1,269,910 378,160 (279,786)
Weighted average number of common shares issued

683,509,869

683,509,869

683,509,869

683,509,869

         
Basic and diluted earnings/(loss) per share (reais per share)

1.13100

1.85793

0.55326

(0.40934)

 

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Notes to the Quarterly Information

 
  
25Operating segment information

 

The Company’s Management, composed of the Board of Directors and the Executive Board, has determined the operating segment used to make strategic decisions, such as sanitation services.

 

Result

 

 

April to June 2021

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance according to the financial statements

Gross operating revenue 3,881,211 1,022,904 4,904,115
Gross sales deductions

(308,196)

-

(308,196)

Net operating revenue

3,573,015

1,022,904

4,595,919

Costs, selling, general and administrative expenses

(2,700,057)

(999,906)

(3,699,963)

Income from operations before other operating expenses, net and equity accounting

872,958

22,998

895,956

Other operating income / (expenses), net     (899)
Equity accounting     4,161
Financial result, net    

248,813

Income before income tax and social contribution    

1,148,031

Depreciation and amortization (553,055)   (553,055)

 

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January to June 2021

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance according to the financial statements

Gross operating revenue 7,818,433 2,046,209 9,864,642
Gross sales deductions

(591,306)

-

(591,306)

Net operating revenue

7,227,127

2,046,209

9,273,336

Costs, selling, general and administrative expenses

(5,290,922)

(2,000,204)

(7,291,126)

Income from operations before other operating expenses, net and equity accounting

1,936,205

46,005

1,982,210

Other operating income / (expenses), net     9,778
Equity accounting     12,215
Financial result, net    

(105,557)

Income before income tax and social contribution    

1,898,646

Depreciation and amortization (1,095,106) - (1,095,106)

 

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April to June 2020

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance according to the financial statements

Gross operating revenue 3,662,613 1,019,600 4,682,213
Gross sales deductions

(249,667)

-

(249,667)

Net operating revenue

3,412,946

1,019,600

4,432,546

Costs, selling, general and administrative expenses

(2,355,900)

(996,676)

(3,352,576)

Income from operations before other operating expenses, net and equity accounting

1,057,046

22,924

1,079,970

Other operating income / (expenses), net     109,684
Equity accounting     2,905
Financial result, net    

(675,468)

Income before income tax and social contribution    

517,091

Depreciation and amortization (498,546) - (498,546)

 

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January to June 2020

 

Sanitation (i)

Reconciliation to the income statement (ii)

Balance according to the financial statements

Gross operating revenue 7,466,490 1,541,020 9,007,510
Gross sales deductions

(532,614)

-

(532,614)

Net operating revenue

6,933,876

1,541,020

8,474,896

Costs, selling, general and administrative expenses

(4,892,785)

(1,505,441)

(6,398,226)

Income from operations before other operating expenses, net and equity accounting

2,041,091

35,579

2,076,670

Other operating income / (expenses), net     112,437
Equity accounting     6,480
Financial result, net    

(2,655,753)

Income before income tax and social contribution    

(460,166)

Depreciation and amortization (982,115) - (982,115)

 

 

(i)See Note 31 for information on non-cash effect items and Notes 13 and 14 for information on long-lived assets.

 

(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 14 (e) for further information.
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26Operating revenue

 

(a)Revenue from sanitation services:

 

 

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

         
Metropolitan Region of São Paulo 2,787,854 5,569,632 2,630,554 5,300,720
Regional Systems

1,093,357

2,248,801

1,032,058

2,165,770

Total

3,881,211

7,818,433

3,662,612

7,466,490

 

 

(b)Reconciliation between gross operating revenue and net operating revenue:

 

 

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

         
Revenue from sanitation services (i) 3,881,211 7,818,433 3,662,612 7,466,490
Construction revenue 1,022,904 2,046,209 1,019,600 1,541,020
Sales tax (289,903) (554,788) (232,769) (498,820)
Regulation, Control and Oversight Fee (TRCF)

(18,293)

(36,518)

(16,897)

(33,794)

Net revenue

4,595,919

9,273,336

4,432,546

8,474,896

 

(i)Includes R$ 19,568 and R$ 38,857 referring to the TRCF charged in the municipalities regulated by ARSESP from April to June and from January to June 2021 (R$ 17,168 and R$ 35,906 from April to June and from January to June 2020), respectively.

 

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27Operating costs and expenses

 

 

 

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

Operating costs        
Salaries, payroll charges and benefits (518,265) (991,360) (488,232) (991,909)
Pension plan obligations (9,082) (17,932) (8,979) (18,681)
Construction costs (Note 25) (999,906) (2,000,204) (996,676) (1,505,441)
General supplies (70,782) (131,712) (48,814) (105,463)
Treatment supplies (82,332) (181,257) (81,198) (174,962)
Outsourced services (341,052) (708,647) (306,044) (615,008)
Electricity (340,012) (697,987) (277,707) (603,545)
General expenses (191,077) (371,554) (148,979) (314,775)
Depreciation and amortization

(510,919)

(1,010,817)

(462,271)

(911,128)

  (3,063,427) (6,111,470) (2,818,900) (5,240,912)
         
Selling expenses        
Salaries, payroll charges and benefits (67,812) (129,074) (70,081) (138,075)
Pension plan obligations (1,184) (2,361) (1,209) (2,523)
General supplies (1,888) (3,418) (982) (2,397)
Outsourced services (80,588) (167,523) (78,446) (140,506)
Electricity 329 676 (273) (636)
General expenses (31,279) (58,325) (26,069) (60,455)
Depreciation and amortization

(16,581)

(33,078)

(14,463)

(28,901)

  (199,661) (394,455) (191,523) (373,493)
         
Allowance for doubtful accounts (Note 9 (c)) (144,101) (265,152) (117,177) (274,666)
         
Administrative expenses        
Salaries, payroll charges and benefits (63,941) (121,312) (59,865) (123,784)
Pension plan obligations (17,994) (37,772) (29,956) (61,161)
General supplies (5,356) (11,165) (7,721) (15,345)
Outsourced services (58,541) (107,923) (57,529) (110,626)
Electricity 311 901 (482) (815)
General expenses (103,414) (154,750) (29,416) (121,647)
Depreciation and amortization (25,555) (51,211) (21,812) (42,086)
Tax expenses

(17,662)

(35,015)

(18,195)

(33,691)

  (292,774) (520,049) (224,976) (509,155)
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April to June 2021

January to June 2021

April to June 2020

January to June 2020

Operating costs and expenses        
Salaries, payroll charges and benefits (650,018) (1,241,746) (618,178) (1,253,768)
Pension plan obligations (Note 21) (v)) (28,260) (58,065) (40,144) (82,365)
Construction costs (Note 25) (999,906) (2,000,204) (996,676) (1,505,441)
General supplies (78,026) (146,295) (57,517) (123,205)
Treatment supplies (82,332) (181,257) (81,198) (174,962)
Outsourced services (480,181) (984,093) (442,019) (866,140)
Electricity (340,652) (699,564) (278,462) (604,996)
General expenses (325,770) (584,629) (204,464) (496,877)
Depreciation and amortization (553,055) (1,095,106) (498,546) (982,115)
Tax expenses (17,662) (35,015) (18,195) (33,691)
Allowance for doubtful accounts (Note 9 (c))

(144,101)

(265,152)

(117,177)

(274,666)

 

(3,699,963)

(7,291,126)

(3,352,576)

(6,398,226)

 

 

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28Financial income (expenses)

 

 

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

Financial expenses        
Interest and charges on borrowings and financing – local currency (106,659) (211,339) (89,259) (162,840)
Interest and charges on borrowings and financing – foreign currency (10,354) (22,816) (35,241) (84,339)
Other financial expenses (78,902) (153,544) (85,319) (164,270)
Income tax over international remittance - - (4,546) (9,739)
Inflation adjustment on borrowings and financing (42,985) (95,382) 10,102 (8,505)
Other monetary variations (40,672) (82,786) (33,587) (65,801)
Interest and inflation adjustments on provisions

(7,482)

(49,436)

(5,148)

(31,409)

Total financial expenses

(287,054)

(615,303)

(242,998)

(526,903)

         
Financial income        
Inflation adjustment gains 37,470 88,653 23,372 59,520
Income on financial investments 29,636 47,858 22,847 44,949
Interest income 31,903 78,882 26,543 72,099
Cofins and Pasep  (4,604) (10,018) (3,599) (8,476)
Other

-

41

1

4

Total financial income

94,405

205,416

69,164

168,096

         
Financial income (expenses), net of exchange variation

(192,649)

(409,887)

(173,834)

(358,807)

         
Exchange variation        
Exchange variation on borrowings and financing 442,316 304,743 (502,039) (2,298,578)
Exchange variation on assets 854 407 404 1,628
Other exchange variations

-

6

1

4

Exchange variations, net

441,462

304,330

(501,634)

(2,296,946)

         
Financial income (expenses), net

248,813

(105,557)

(675,468)

(2,655,753)

 

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29Other operating income (expenses), net

 

 

April to

June 2021

January to

June 2021

April to

June 2020

January to

June 2020

         
Other operating income, net 11,954 19,750 30,616 40,655
Other operating expenses

(12,853)

(9,972)

79,068

71,782

         
Other operating income (expenses), net

(899)

9,778

109,684

112,437

 

Other operating income includes the sale of property, plant and equipment, sale of contracts awarded in public bids, right to sell electricity, indemnities and reimbursement of expenses, fines and guarantees, 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, estimated losses, and operational assets indemnification.

 

 

30Commitments

 

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 June 30, 2021 are as follows:

 

 

1 year

1-3 years

3-5 years

More than

5 years

Total

Contractual obligations – Expenses 1,353,475 707,701 143,146 727,121 2,931,443
Contractual obligations - Investments

2,015,527

1,724,507

1,524,584

359,974

5,624,592

Total

3,369,002

2,432,208

1,667,730

1,087,095

8,556,035

 

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Notes to the Quarterly Information

 
  
31Supplemental cash flow information

 

 

January to June 2021

January to June 2020

     
Total additions to contract assets (Note 13) 2,225,121 1,708,731
Total additions to intangible assets (Note 14 (b)) 119,559 373,728
     
Items not affecting cash (see breakdown below)

(871,955)

(827,073)

     
Total additions to intangible and contract assets according to the statement of cash flows 1,472,725 1,255,386
     
Investments and financing operations affecting intangible assets but not cash:    
Interest capitalized in the period (Note 14 (d)) 121,996 139,994
Contractors payable 204,404 196,867
Program contract commitments 58,323
Performance agreements 396,029 92,190
Right of use 103,521 23,346
Construction margin (Notes 14 (e) and 25) 46,005 35,579
Agreement with the Municipality of Mauá

280,774

Total

871,955

827,073

 

 

32                 Events after the reporting period

 

·28th Issue Debentures

 

As of July 16, 2021, the Company raised R$ 1.2 billion referring to the 28th issue of simple and unsecured debentures, not convertible into shares, in up to three series, according to CVM Instruction 476. The funds raised will be used to refinance commitments maturing in 2021 and to recompose the Company’s cash.

 

The 28th issue debentures was as follows:

 

 

Value

Maturity

Remuneration

Series 1 R$ 127,800 07/2024 CDI + 1.20% p.a.
Series 2 R$ 888,200 07/2026 CDI + 1.44% p.a.
Series 3 R$ 184,000 07/2028 CDI + 1.60% p.a.

 

·The agreed covenants are as follows:

 

Calculated every quarter, when disclosing the quarterly information or annual financial statements:

 

- Net debt/adjusted EBITDA lower than or equal to 3.50;

 

- Adjusted EBITDA/paid financial expenses equal to or higher than 1.5;

 

- Disposal of operating assets, termination of licenses, loss of concession or loss of the Issuer’s capacity to execute and operate public sanitation services in areas of the São Paulo State which, individually or jointly during the term of the agreement, lead to a reduction of the Issuer’s net sales and/or service revenue of more than twenty-five percent (25%). The above limit will be calculated every quarter, taking into consideration the Issuer’s net operating income during the twelve (12) months before the end of each quarter and using the financial information disclosed by the Issuer.

 

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Notes to the Quarterly Information

 
  

The failure to comply with the covenants for at least two consecutive quarters, or two non-consecutive quarters within twelve months, will cause the early termination of the agreement (in which case the 30-day cure period does not apply).

 

The contract has a cross acceleration clause, i.e. the early maturity of any of the Company’s debts, in an individual or aggregate amount equal to or higher than R$ 166 million, adjusted by the IPCA inflation index as of the issue date, constitutes a default event and may result in the early maturity of the obligations arising from the Debentures.

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Comments on the Company’s Projections

 

 

 

Comments on the Company’s Projections

 

 

The projections presented in the Reference Form are annual and not quarterly. Therefore, the quarterly comparison between information disclosed in the Reference Form with quarterly results shall not apply.

 

The projections monitoring occurs every year and are disclosed in the Reference Form.

 

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Other Information Deemed as Relevant by the Company

 

 

1.        CHANGES IN INTEREST HELD BY THE CONTROLLING SHAREHOLDER, BOARD MEMBERS AND EXECUTIVE OFFICERS

 

 

CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of June 30, 2021

 

Shareholder

Number of

Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Controlling Shareholder        
Treasury Department(1) 343,507,729 50.3% 343,507,729 50.3%

Companhia Paulista de Parcerias

- CPP

 

6

 

0.0%

 

6

 

0.0%

Management        
Board of Directors 0 0.0% 0 0.0%
Executive Board 200 0.0% 200 0.0%
         
Fiscal Council 0 0.0% 0 0.0%
         
Treasury Shares - - - -
         
Other Shareholders        
         
Total 343,507,935 50.3% 343,507,935 50.3%
         
         
Outstanding Shares 340,001,934 49.7% 340,001,934 49.7%
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Other Information Deemed as Relevant by the Company

 

 

CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES

Position as of June 30, 2020

 

Shareholder

Number of

Common Shares (units)

 

%

Total Number of Shares

(units)

 

%

Controlling Shareholder        
Treasury Department 343,507,750 50.3% 343,507,750 50.3%

Companhia Paulista de Parcerias

- CPP

 

6

 

0.0%

 

6

 

0.0%

Management        
Board of Directors 3,000 0.0% 3,000 0.0%
Executive Board - - - -
         
Fiscal Council 0 0.0% 0 0.0%
         
Treasury Shares - - - -
         
Other Shareholders        
         
Total 343,510,756 50.3% 343,510,756 50.3%
         
         
Outstanding Shares 339,999,113 49.7% 339,999,113 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 June 30, 2021

(number of shares)

  Common shares Total
Shareholder Number of shares % Number of shares %

 

Treasury Department

 

343,507,729

 

50.3%

 

343,507,729

 

50.3%

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Reports and Statements / Unqualified Reports on Special Review

 

 

Report on Review of Interim Financial Information

To the Shareholders, Directors and Management of

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

São Paulo – SP

 

Introduction

We have reviewed the accompanying interim financial information of Companhia de Saneamento Básico do Estado de São Paulo (“Company”), included in the Interim Financial Information Form (ITR) for the quarter ended June 30, 2021, which comprises the Statement of financial position as of June 30, 2021 and the related income statement and statement of comprehensive income for the three and six months then ended and the statements of changes in equity and cash flows for the six months then ended, including a summary of significant accounting policies and other explanatory notes.

Management is responsible for the preparation of the interim financial information in accordance with Technical Pronouncement NBC TG - 21- Interim Financial Reporting and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of Interim 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 Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). 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 the 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 accompanying interim financial information included in the Interim Financial Information Form (ITR) referred to above is not prepared, in all material respects, in accordance with NBC TG – 21 and IAS 34 applicable to the preparation of interim financial information and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM).

Other matters

Review of corresponding values related to comparative period

The review of the interim financial information for the quarter ended June 30, 2020 was performed by another independent auditor, who issued the review report without mofidication over the aforementioned interim financial information on August 13, 2020.

Statement of value added

The quarterly information referred to above includes stetements of value added for the period of six months ended June 30, 2021, prepared under the responsibility of the Company's management and presented as supplementary information for the purposes of IAS 34. These statements were submitted to the same review procedures in conjunction with the review of the Company's interim financial information in the order to conclude they are reconciliated to the interim financial information and to the accounting records, as applicable, and whether the structure and content are in accordance with the criteria established in the NBC TG 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that the accompanying statements of value added were not prepared, in all material respects, in accordance with the interim financial information taken as a whole.

 

São Paulo, August 12, 2021

 

Nelson Fernandes Barreto Filho

CT CRC 1SP-151.079/O-0

Grant Thornton Auditores Independentes

CRC 2SP-025.583/O-1

 

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Reports and Statements / Executive Officers’ Statement on the Financial Statements

 

Executive Officers’ Statement on the Quarterly Information

 

STATEMENT

 

The Executive Officers of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, with Corporate Taxpayers’ ID (CNPJ/MF) number 43.776.517/0001-80, headquartered at Rua Costa Carvalho, nº 300, Pinheiros, São Paulo, declare that, according to paragraph 1 of article 25, item VI of CVM Instruction 480, of December 7, 2009:

 

They reviewed, discussed and agreed with the quarterly information for the period ended June 30, 2021.

 

São Paulo, August 12, 2021.

 

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

 

Benedito Pinto Ferreira Braga Junior

CEO

 

Osvaldo Garcia

CFO and Investor Relations Officer

 

Adriano Candido Stringhini

Corporate Management Officer

 

Alceu Segamarchi Junior

Technology, Project and Environment Officer

 

Ricardo Daruiz Borsari

Metropolitan Officer

 

Monica Ferreira do Amaral Porto

Regional Systems Officer

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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 Taxpayers’ ID (CNPJ/MF) number 43.776.517/0001-80, headquartered at Rua Costa Carvalho, nº 300, Pinheiros, São Paulo, declare that, according to paragraph 1 of article 25, item V of CVM Instruction 480, of December 7, 2009:

 

They reviewed, discussed and agreed with the Report of Independent Registered Public Accounting Firm on the quarterly information for the period ended June 30, 2021.

 

São Paulo, August 12, 2021.

 

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

 

Benedito Pinto Ferreira Braga Junior

CEO

 

Osvaldo Garcia

CFO and Investor Relations Officer

 

Adriano Candido Stringhini

Corporate Management Officer

 

Alceu Segamarchi Junior

Technology, Project and Environment Officer

 

Ricardo Daruiz Borsari

Metropolitan Officer

 

Monica Ferreira do Amaral Porto

Regional Systems Officer

 

PAGE: 88 of 88 
  

SIGNATURE  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: August 27, 2021
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/  Osvaldo Garcia    
 
Name: Osvaldo Garcia
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.