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, 2024
(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 - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

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 (Indirect Method) 8
Statement of Changes in Equity  
01/01/2024 to 06/30/2024 10
01/01/2023 to 06/30/2023 11
Value Added Statement 12
Consolidated Financial Statements  
Statement of Financial Position – Assets 13
Statement of Financial Position – Liabilities 14
Income Statement 16
Statement of Comprehensive Income 18
Statement of Cash Flows (Indirect Method) 19
Statement of Changes in Equity  
01/01/2024 to 06/30/2024 21
01/01/2023 to 06/30/2023 22
Value Added Statement 23
Comments on the Company’s Performance 24
Notes to the Quarterly Information 35
Comments on the Company’s Projections 110
Other Information Deemed as Relevant by the Company 111
Reports and Statements  
Unqualified Report on the Special Review 113
Executive Officers’ Statement on the Financial Statements 114
   
Executive Officers’ Statement on the Report of Independent Registered Public Accounting Firm 115


 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Company Information / Capital Breakdown

 

Number of Shares Current Quarter
(Unit) 06/30/2024
Paid-up Capital  
Common 683,509,869
Preferred 0
Total 683,509,869
Treasury Shares  
Common 0
Preferred 0
Total 0
 
Page 1 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

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

(R$ thousand)

 

Code Description Current Quarter Previous Year
    06/30/2024 12/31/2023
1 Total Assets 64,606,044 61,397,861
1.01 Current Assets 9,761,148 7,779,332
1.01.01 Cash and Cash Equivalents 2,809,311 838,338
1.01.02 Financial Investments 2,339,543 2,425,921
1.01.02.03 Financial Investments Valued at Amortized Cost 2,339,543 2,425,921
1.01.03 Accounts Receivable 3,910,996 3,842,235
1.01.03.01 Trade Receivables 3,665,788 3,580,962
1.01.03.02 Other Receivables 245,208 261,273
1.01.03.02.01 Related-Party Balances and Transactions 245,208 261,273
1.01.04 Inventories 115,869 85,953
1.01.06 Recoverable Taxes 306,398 494,645
1.01.06.01 Current Recoverable Taxes 306,398 494,645
1.01.08 Other Current Assets 279,031 92,240
1.01.08.03 Other 279,031 92,240
1.01.08.03.01 Restricted Cash 50,638 54,944
1.01.08.03.02 Derivative Financial Instruments 93,864 0
1.01.08.03.20 Other Assets 134,529 37,296
1.02 Noncurrent Assets 54,844,896 53,618,529
1.02.01 Long-Term Assets 9,475,485 9,070,160
1.02.01.04 Accounts Receivable 307,661 272,436
1.02.01.04.01 Trade Receivables 307,661 272,436
1.02.01.07 Deferred Taxes 130,751 98,076
1.02.01.07.01 Deferred Income Tax and Social Contribution 130,751 98,076
1.02.01.09 Receivables from Related Parties 925,211 935,272
1.02.01.09.03 Receivables from Controlling Shareholders 925,211 935,272
1.02.01.10 Other Noncurrent Assets 8,111,862 7,764,376
1.02.01.10.04 Escrow Deposits 143,063 130,979
1.02.01.10.05 Water and Basic Sanitation National Agency – ANA 1,908 2,673
1.02.01.10.06 Contract Asset 7,742,774 7,393,096
1.02.01.10.20 Other Assets 224,117 237,628
1.02.02 Investments 239,380 208,541
1.02.02.01 Equity Interest 192,726 161,863
1.02.02.01.03 Equity Interest in Jointly-Owned Subsidiaries 161,835 130,520
1.02.02.01.04 Other Investments 30,891 31,343
1.02.02.02 Investment Properties 46,654 46,678
1.02.03 Property, Plant and Equipment 498,436 474,559
1.02.04 Intangible Assets 44,631,595 43,865,269
1.02.04.01 Intangible Assets 44,631,595 43,865,269
1.02.04.01.01 Concession Agreements 1,073,320 1,143,877
1.02.04.01.02 Program Contracts 22,655,501 21,896,523
1.02.04.01.03 Service Contracts 20,270,344 20,193,585
1.02.04.01.04 Software License of Use 473,265 513,224
1.02.04.01.05 Right of Use 159,165 118,060
 
Page 2 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

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

(R$ thousand)

 

Code Description Current Quarter Previous Year
    06/30/2024 12/31/2023
2 Total Liabilities 64,606,044 61,397,861
2.01 Current Liabilities 7,084,784 8,331,681
2.01.01 Social and Labor Obligations 581,128 807,440
2.01.01.01 Social Obligations 34,451 65,413
2.01.01.02 Labor Obligations 546,677 742,027
2.01.02 Suppliers 499,630 456,064
2.01.02.01 Domestic Suppliers 499,571 456,064
2.01.02.02 Suppliers Abroad 59 0
2.01.03 Tax Obligations 409,889 511,468
2.01.03.01 Federal Tax Obligations 404,184 499,340
2.01.03.01.01 Income Tax and Social Contribution Payable 162,927 205,587
2.01.03.01.02 Pis-Pasep and Cofins Payable 151,934 141,576
2.01.03.01.03 INSS (Social Security Contribution) Payable 43,946 44,556
2.01.03.01.20 Other Federal Taxes 45,377 107,621
2.01.03.03 Municipal Tax Obligations 5,705 12,128
2.01.04 Borrowings and Financing 2,419,440 2,616,406
2.01.04.01 Borrowings and Financing 1,434,730 1,291,129
2.01.04.01.01 In Local Currency 1,167,430 1,041,428
2.01.04.01.02 In Foreign Currency 267,300 249,701
2.01.04.02 Debentures 788,035 1,206,894
2.01.04.03 Financing through Lease 196,675 118,383
2.01.05 Other Obligations 2,052,144 2,875,936
2.01.05.01 Payables to Related Parties 3,139 1,354
2.01.05.01.03 Payables to Controlling Shareholders 3,139 1,354
2.01.05.02 Other 2,049,005 2,874,582
2.01.05.02.01 Dividends and Interest on Capital Payable 874 837,391
2.01.05.02.04 Services Payable 847,120 749,226
2.01.05.02.05 Refundable Amounts 28,218 28,522
2.01.05.02.06 Program Contract Commitments 19,519 21,969
2.01.05.02.07 Public-Private Partnership - PPP 439,289 487,926
2.01.05.02.09 Indemnities 11,511 8,750
2.01.05.02.20 Other Obligations 702,474 740,798
2.01.06 Provisions 1,122,553 1,064,367
2.01.06.01 Tax, Social Security, Labor, and Civil Provisions 695,442 685,822
2.01.06.01.01 Tax Provisions 38,021 36,793
2.01.06.01.02 Pension Plan and Labor Provisions 544,956 540,427
2.01.06.01.04 Civil Provisions 112,465 108,602
2.01.06.02 Other Provisions 427,111 378,545
2.01.06.02.03 Provisions for Environmental Liabilities and Decommissioning 23,368 20,561
2.01.06.02.04 Provisions for Customers 147,277 160,883
2.01.06.02.05 Provisions for Suppliers 256,466 197,101
2.02 Noncurrent Liabilities 25,724,171 23,208,804
2.02.01 Borrowings and Financing 19,357,368 16,919,944
2.02.01.01 Borrowings and Financing 10,346,286 10,448,915
2.02.01.01.01 In Local Currency 7,714,232 7,952,725
 
Page 3 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

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

(R$ thousand)

 

Code Description Current Quarter Previous Year
    06/30/2024 12/31/2023
2.02.01.01.02 In Foreign Currency 2,632,054 2,496,190
2.02.01.02 Debentures 8,711,334 6,137,902
2.02.01.03 Financing through Lease 299,748 333,127
2.02.02 Other Obligations 5,561,550 5,526,795
2.02.02.02 Other 5,561,550 5,526,795
2.02.02.02.04 Pension Plan Obligations 2,119,211 2,142,871
2.02.02.02.05 Program Contract Commitments 12,306 12,047
2.02.02.02.06 Public-Private Partnership - PPP 2,786,976 2,798,688
2.02.02.02.07 Indemnities 45,226 14,460
2.02.02.02.08 Labor Obligations 45,027 67,755
2.02.02.02.09 Deferred Cofins/Pasep 176,353 164,097
2.02.02.02.20 Other Obligations 376,451 326,877
2.02.04 Provisions 805,253 762,065
2.02.04.01 Tax, Social Security, Labor, and Civil Provisions 247,154 235,430
2.02.04.01.01 Tax Provisions 63,685 46,754
2.02.04.01.02 Pension Plan and Labor Provisions 176,693 170,471
2.02.04.01.04 Civil Provisions 6,776 18,205
2.02.04.02 Other Provisions 558,099 526,635
2.02.04.02.03 Provisions for Environmental Liabilities and Decommissioning 503,810 472,124
2.02.04.02.04 Provisions for Customers 4,268 8,312
2.02.04.02.05 Provisions for Suppliers 50,021 46,199
2.03 Equity 31,797,089 29,857,376
2.03.01 Paid-Up Capital 15,000,000 15,000,000
2.03.04 Profit Reserves 14,617,966 14,711,014
2.03.04.01 Legal Reserve 1,864,605 1,864,604
2.03.04.08 Additional Dividend Proposed 0 93,047
2.03.04.10 Reserve for Investments 12,753,361 12,753,363
2.03.05 Retained Earnings/Accumulated Losses 2,032,761 0
2.03.06 Equity Valuation Adjustments 146,362 146,362
 
Page 4 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Parent Company’s Financial Statements / Income Statement

(R$ thousand)

 

Code Description Current Quarter YTD Current Same Quarter of the YTD Previous
    04/01/2024 to 06/30/2024 Year Previous Year Year
      01/01/2024 to 06/30/2024 04/01/2023 to 06/30/2023 01/01/2023 to 06/30/2023
3.01 Revenue from Sales and/or Services 6,739,851 13,291,564 6,154,537 11,852,906
3.02 Cost of Sales and/or Services -3,858,706 -7,829,933 -4,210,675 -7,864,398
3.02.01 Cost of Sales and/or Services -2,615,466 -5,280,322 -2,975,843 -5,476,551
3.02.02 Construction Costs -1,243,240 -2,549,611 -1,234,832 -2,387,847
3.03 Gross Profit 2,881,145 5,461,631 1,943,862 3,988,508
3.04 Operating Expenses/Income -673,921 -1,595,733 -872,981 -1,525,154
3.04.01 Selling Expenses -297,925 -698,285 -502,663 -891,125
3.04.01.01 Selling Expenses -226,280 -436,122 -285,237 -510,894
3.04.01.02 Allowance for Doubtful Accounts -71,645 -262,163 -217,426 -380,231
3.04.02 General and Administrative Expenses -384,102 -921,477 -430,852 -715,530
3.04.04 Other Operating Income 14,179 24,470 58,609 78,960
3.04.04.01 Other Operating Income 16,038 27,399 64,563 87,608
3.04.04.02 Cofins and Pasep -1,859 -2,929 -5,954 -8,648
3.04.05 Other Operating Expenses -7,368 -10,574 -8,122 -13,840
3.04.06 Equity Accounting 1,295 10,133 10,047 16,381
3.05 Income before Financial Result and Taxes 2,207,224 3,865,898 1,070,881 2,463,354
3.06 Financial Result -453,686 -789,478 -14,047 -273,576
3.06.01 Financial Revenue 298,261 548,234 205,173 424,292
3.06.01.01 Financial Revenue 313,983 575,570 214,329 444,437
3.06.01.02 Exchange Variation Gains 2 3 772 571
3.06.01.03 Cofins and Pasep -15,724 -27,339 -9,928 -20,716
3.06.02 Financial Expenses -751,947 -1,337,712 -219,220 -697,868
3.06.02.01 Financial Expenses -627,506 -1,219,603 -482,929 -1,045,400
3.06.02.02 Exchange Variation Losses -216,058 -209,726 263,709 347,532
3.06.02.03 Transactions with Derivative Financial Instruments 91,617 91,617 0 0
3.07 Profit before Taxes on Income 1,753,538 3,076,420 1,056,834 2,189,778
3.08 Income Tax and Social Contribution -544,073 -1,043,659 -313,091 -698,823
 
Page 5 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Parent Company’s Financial Statements / Income Statement

(R$ thousand)

 

Code Description Current Quarter YTD Current Same Quarter of the YTD Previous
    04/01/2024 to 06/30/2024 Year Previous Year Year
      01/01/2024 to 06/30/2024 04/01/2023 to 06/30/2023 01/01/2023 to 06/30/2023
3.08.01 Current -559,538 -1,076,334 -402,699 -786,187
3.08.02 Deferred 15,465 32,675 89,608 87,364
3.09 Net Income from Continuing Operations 1,209,465 2,032,761 743,743 1,490,955
3,11 Profit/Loss for the Period 1,209,465 2,032,761 743,743 1,490,955
3.99 Earnings per Share - (Reais/Share)        
3.99.01 Basic Earnings per Share        
3.99.01.01 Common 1.76949 2.974 1.08812 2.18132
3.99.02 Diluted Earnings per Share        
3.99.02.01 Common 1.76949 2.974 1.08812 2.18132
 
Page 6 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Parent Company’s Financial Statements / Statement of Comprehensive Income

(R$ thousand)

 

Code Description Current Quarter YTD Current Same Quarter of the YTD Previous
    04/01/2024 to 06/30/2024 Year Previous Year Year
      01/01/2024 to 06/30/2024 04/01/2023 to 06/30/2023 01/01/2023 to 06/30/2023
4.01 Net Income for the Period 1,209,465 2,032,761 743,743 1,490,955
4.03 Comprehensive Income for the Period 1,209,465 2,032,761 743,743 1,490,955
 
Page 7 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Parent Company’s Financial Statements / Statement of Cash Flows (Indirect Method)

(R$ thousand)

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

    01/01/2024 to 06/30/2024 01/01/2023 to 06/30/2023
6.01 Net Cash from Operating Activities 3,164,172 1,513,027
6.01.01 Cash from Operations 5,965,664 5,151,233
6.01.01.01 Profit before Income Tax and Social Contribution 3,076,420 2,189,778
6.01.01.02 Provision and Inflation Adjustments on Provisions 208,048 196,776
6.01.01.04 Finance Charges from Customers -228,916 -196,290
6.01.01.05

Residual Value of Property, Plant, and Equipment, Intangible Assets, and Investment

Properties Written-off

2,618 5,304
6.01.01.06 Depreciation and Amortization 1,560,758 1,327,916
6.01.01.07

Interest on Borrowings and Financing

Payable

743,263 616,940
6.01.01.08

Inflation Adjustment and Exchange Gains (Losses) on Borrowings and

Financing

286,855 -238,972
6.01.01.09 Interest and Inflation Adjustments on Liabilities 8,789 11,586
6.01.01.10 Interest and Inflation Adjustments on Assets -131,699 -123,034
6.01.01.11 Allowance for Doubtful Accounts 262,163 380,231
6.01.01.12

Provision for Consent Decree (TAC) and

Incentivized Dismissal Program (IDP)

-246,077 529,245
6.01.01.13 Equity Accounting -10,133 -16,381
6.01.01.14 Interest and Inflation Adjustment (PPP) 281,925 245,427
6.01.01.15 Other Adjustments 9,551 13,816
6.01.01.16 Transfer to the São Paulo Municipal Government 194,597 159,970
6.01.01.17 Construction Margin on Intangible Assets Arising from Concession Agreements -58,641 -54,921
6.01.01.18 Pension Plan Obligations 97,760 103,842
6.01.01.19 Derivative Financial Instruments -91,617 0
6.01.02 Changes in Assets and Liabilities -920,040 -2,129,560
6.01.02.01 Trade Receivables -140,981 -407,986
6.01.02.02 Related-Party Balances and Transactions 41,754 4,834
6.01.02.03 Inventories -29,916 3,633
6.01.02.04 Taxes Recoverable 188,247 -1,914
6.01.02.05 Other Assets -69,406 -36,865
6.01.02.06 Escrow Deposits 31,977 -17,109
6.01.02.08 Trade Payables and Contractors -427,320 -411,979
6.01.02.09 Social and Labor Obligations -2,985 1,847
6.01.02.10 Pension Plan Obligations -121,420 -118,389
6.01.02.11 Taxes and Contributions Payable -158,644 -240,857
6.01.02.12 Services Payable -96,703 -294,756
6.01.02.13 Other Obligations -40,225 -473,658
6.01.02.14 Provisions -106,674 -139,229
6.01.02.15 Deferred Cofins/Pasep 12,256 2,868
6.01.03 Other -1,881,452 -1,508,646
6.01.03.01 Interest Paid -862,183 -902,553
6.01.03.02 Income Tax and Social Contribution Paid -1,019,269 -606,093
6.02 Net Cash from Investing Activities -1,602,505 -723,812
6.02.01 Acquisition of Contract Asset and Intangible Assets -1,699,943 -1,505,652
6.02.02 Acquisition of Property, Plant and Equipment -36,509 -40,286
 
Page 8 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Parent Company’s Financial Statements / Statement of Cash Flows (Indirect Method)

(R$ thousand)

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

    01/01/2024 to 06/30/2024 01/01/2023 to 06/30/2023
6.02.03 Investments -16,430 -6,304
6.02.04 Restricted Cash 4,306 -399
6.02.06 Financial investments - Investment -2,859,817 -1,627,447
6.02.07 Financial Investments - Redemption 3,005,888 2,456,276
6.03 Net Cash from Financing Activities 409,306 -1,329,527
6.03.01 Funding 3,079,812 833,095
6.03.02 Amortization -1,394,065 -917,982
6.03.03 Payment of Interest on Capital -928,774 -823,671
6.03.04 Public-Private Partnership - PPP -342,274 -380,199
6.03.05 Program Contract Commitments -3,146 -40,770
6.03.06 Derivative Financial Instruments - Paid -2,247 0
6.05 Increase (Decrease) in Cash and Cash Equivalents 1,970,973 -540,312
6.05.01 Opening Balance of Cash and Cash Equivalents 838,338 1,867,485
6.05.02 Closing Balance of Cash and Cash Equivalents 2,809,311 1,327,173
 
Page 9 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Parent Company Financial Statements / Statement of Changes in Equity / 01/01/2024 to 06/30/2024

(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 14,711,014 0 146,362 29,857,376
5.02 Previous Year Adjustments 0 0 0 0 0 0
5.03 Restated Opening Balances 15,000,000 0 14,711,014 0 146,362 29,857,376
5.04 Capital Transactions with Partners 0 0 -93,048 0 0 -93,048
5.04.08 Additional Minimum Dividends, approved 0 0 -93,048 0 0 -93,048
5.05 Total Comprehensive Income 0 0 0 2,032,761 0 2,032,761
5.05.01 Net Income for the Period 0 0 0 2,032,761 0 2,032,761
5.06 Internal Changes in Equity 0 0 0 0 0 0
5.07 Closing Balances 15,000,000 0 14,617,966 2,032,761 146,362 31,797,089
 
Page 10 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Parent Company Financial Statements / Statement of Changes in Equity / 01/01/2023 to 06/30/2023

(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 12,155,890 0 177,643 27,333,533
5.02 Previous Year Adjustments 0 0 0 0 0 0
5.03 Restated Opening Balances 15,000,000 0 12,155,890 0 177,643 27,333,533
5.04 Capital Transactions with Partners 0 0 -76,927 0 0 -76,927
5.04.08 Additional Minimum Dividends, approved 0 0 -76,927 0 0 -76,927
5.05 Total Comprehensive Income 0 0 0 1,490,955 0 1,490,955
5.05.01 Net Income for the Period 0 0 0 1,490,955 0 1,490,955
5.06 Internal Changes in Equity 0 0 0 0 0 0
5.07 Closing Balances 15,000,000 0 12,078,963 1,490,955 177,643 28,747,561
 
Page 11 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Parent Company’s Financial Statements / Value Added Statement

(R$ thousand)

 

Code

Conta

Description

YTD Current

Year

YTD Previous

Year

    01/01/2024 to 06/30/2024 01/01/2023 to 06/30/2023
7.01 Revenue 13,951,004 12,251,695
7.01.01 Goods, Products, and Services Sold 11,577,516 10,101,550
7.01.02 Other Revenue 27,399 87,608
7.01.03 Revenue from Construction of Own Assets 2,608,252 2,442,768
7.01.04 Allowance for/Reversal of Doubtful Accounts -262,163 -380,231
7.02 Inputs Acquired from Third Parties -5,652,925 -5,142,514
7.02.01 Costs of Goods, Products and Services Sold -4,694,857 -4,382,630
7.02.02 Materials, Electricity, Outsourced Services, and Others -947,494 -746,044
7.02.04 Other -10,574 -13,840
7.03 Gross Value Added 8,298,079 7,109,181
7.04 Retentions -1,560,758 -1,327,916
7.04.01 Depreciation, Amortization, and Depletion -1,560,758 -1,327,916
7.05 Net Value Added Produced 6,737,321 5,781,265
7.06 Value Added Received in Transfer 585,706 461,389
7.06.01 Equity Accounting 10,133 16,381
7.06.02 Financial Revenue 575,573 445,008
7.07 Total Value Added to Distribute 7,323,027 6,242,654
7.08 Distribution of Value Added 7,323,027 6,242,654
7.08.01 Personnel 1,339,967 1,921,998
7.08.01.01 Direct Compensation 897,628 1,496,151
7.08.01.02 Benefits 315,372 348,743
7.08.01.03 Government Severance Indemnity Fund for Employees (FGTS) 126,967 77,104
7.08.02 Taxes, Fees, and Contributions 2,303,099 1,771,249
7.08.02.01 Federal 2,193,551 1,651,517
7.08.02.02 State 75,540 86,041
7.08.02.03 Municipal 34,008 33,691
7.08.03 Value Distributed to Providers of Capital 1,647,200 1,058,452
7.08.03.01 Interest 1,633,842 1,043,692
7.08.03.02 Rentals 13,358 14,760
7.08.04 Value Distributed to Shareholders 2,032,761 1,490,955
7.08.04.03 Retained Earnings/Accumulated Losses for the Period 2,032,761 1,490,955
 
Page 12 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Statement of Financial Position – Assets

(R$ thousand)

 

Code Description Current Quarter Previous Year
Conta   06/30/2024 12/31/2023
1 Total Assets 64,679,143 61,470,957
1.01 Current Assets 9,770,283 7,783,450
1.01.01 Cash and Cash Equivalents 2,809,432 838,484
1.01.02 Financial Investments 2,344,093 2,426,752
1.01.02.03 Financial Investments Valued at Amortized Cost 2,344,093 2,426,752
1.01.03 Accounts Receivable 3,916,535 3,845,567
1.01.03.01 Trade Receivables 3,671,287 3,584,287
1.01.03.02 Other Receivables 245,248 261,280
1.01.03.02.01 Related-Party Balances and Transactions 245,248 261,280
1.01.04 Inventories 116,088 86,008
1.01.06 Recoverable Taxes 306,423 494,647
1.01.06.01 Current Recoverable Taxes 306,423 494,647
1.01.08 Other Current Assets 277,712 91,992
1.01.08.03 Other 277,712 91,992
1.01.08.03.01 Restricted Cash 50,638 54,944
1.01.08.03.02 Derivative Financial Instruments 93,864 0
1.01.08.03.03 Other Assets 133,210 37,048
1.02 Noncurrent Assets 54,908,860 53,687,507
1.02.01 Long-Term Assets 9,394,327 8,991,549
1.02.01.04 Accounts Receivable 307,661 272,436
1.02.01.04.01 Trade Receivables 307,661 272,436
1.02.01.07 Deferred Taxes 130,751 98,076
1.02.01.07.01 Deferred Income Tax and Social Contribution 130,751 98,076
1.02.01.09 Receivables from Related Parties 925,211 935,272
1.02.01.09.03 Receivables from Controlling Shareholders 925,211 935,272
1.02.01.10 Other Noncurrent Assets 8,030,704 7,685,765
1.02.01.10.04 Escrow Deposits 143,063 130,979
1.02.01.10.05 Water and Basic Sanitation National Agency – ANA 1,908 2,673
1.02.01.10.06 Contract Asset 7,745,138 7,393,096
1.02.01.10.07 Other Assets 140,595 159,017
1.02.02 Investments 239,380 208,541
1.02.02.01 Equity Interest 192,726 161,863
1.02.02.01.04 Equity Interest in Jointly-Owned Subsidiaries 161,835 130,520
1.02.02.01.05 Other Investments 30,891 31,343
1.02.02.02 Investment Properties 46,654 46,678
1.02.03 Property, Plant and Equipment 498,436 474,559
1.02.04 Intangible Assets 44,776,717 44,012,858
1.02.04.01 Intangible Assets 44,776,717 44,012,858
1.02.04.01.01 Concession Agreements 1,218,442 1,291,466
1.02.04.01.02 Program Contracts 22,655,501 21,896,523
1.02.04.01.03 Service Contracts 20,270,344 20,193,585
1.02.04.01.04 Software License of Use 473,265 513,224
1.02.04.01.05 Right of Use 159,165 118,060
 
Page 13 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Statement of Financial Position – Liabilities

(R$ thousand)

 

Code Description Current Quarter Previous Year
Conta   06/30/2024 12/31/2023
2 Total Liabilities 64,679,143 61,470,957
2.01 Current Liabilities 7,167,622 8,407,842
2.01.01 Social and Labor Obligations 581,128 807,440
2.01.01.01 Social Obligations 34,451 65,413
2.01.01.02 Labor Obligations 546,677 742,027
2.01.02 Suppliers 497,820 456,215
2.01.02.01 Domestic Suppliers 497,761 456,215
2.01.02.02 Suppliers Abroad 59 0
2.01.03 Tax Obligations 411,159 511,972
2.01.03.01 Federal Tax Obligations 405,449 499,844
2.01.03.01.01 Income Tax and Social Contribution Payable 164,047 205,964
2.01.03.01.02 Pis-Pasep and Cofins Payable 152,072 141,703
2.01.03.01.03 INSS (Social Security Contribution) Payable 43,946 44,556
2.01.03.01.04 Other Federal Taxes 45,384 107,621
2.01.03.03 Municipal Tax Obligations 5,710 12,128
2.01.04 Borrowings and Financing 2,419,440 2,616,406
2.01.04.01 Borrowings and Financing 1,434,730 1,291,129
2.01.04.01.01 In Local Currency 1,167,430 1,041,428
2.01.04.01.02 In Foreign Currency 267,300 249,701
2.01.04.02 Debentures 788,035 1,206,894
2.01.04.03 Financing through Lease 196,675 118,383
2.01.05 Other Obligations 2,135,522 2,951,442
2.01.05.01 Payables to Related Parties 3,139 1,354
2.01.05.01.03 Payables to Controlling Shareholders 3,139 1,354
2.01.05.02 Other 2,132,383 2,950,088
2.01.05.02.01 Dividends and Interest on Capital Payable 874 837,391
2.01.05.02.04 Services Payable 850,609 750,732
2.01.05.02.05 Refundable Amounts 28,218 28,522
2.01.05.02.06 Program Contract Commitments 19,519 21,969
2.01.05.02.07 Public-Private Partnership - PPP 439,289 487,926
2.01.05.02.08 Indemnities 11,511 8,750
2.01.05.02.09 Other Obligations 782,363 814,798
2.01.06 Provisions 1,122,553 1,064,367
2.01.06.01 Tax, Social Security, Labor, and Civil Provisions 695,442 685,822
2.01.06.01.01 Tax Provisions 38,021 36,793
2.01.06.01.02 Pension Plan and Labor Provisions 544,956 540,427
2.01.06.01.04 Civil Provisions 112,465 108,602
2.01.06.02 Other Provisions 427,111 378,545
2.01.06.02.03 Provisions for Environmental Liabilities and Decommissioning 23,368 20,561
2.01.06.02.04 Provisions for Customers 147,277 160,883
2.01.06.02.05 Provisions for Suppliers 256,466 197,101
2.02 Noncurrent Liabilities 25,714,432 23,205,739
2.02.01 Borrowings and Financing 19,357,368 16,919,944
2.02.01.01 Borrowings and Financing 10,346,286 10,448,915
2.02.01.01.01 In Local Currency 7,714,232 7,952,725
 
Page 14 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Statement of Financial Position – Liabilities

(R$ thousand)

 

Code Description Current Quarter Previous Year
Conta   06/30/2024 12/31/2023
2.02.01.01.02 In Foreign Currency 2,632,054 2,496,190
2.02.01.02 Debentures 8,711,334 6,137,902
2.02.01.03 Financing through Lease 299,748 333,127
2.02.02 Other Obligations 5,551,811 5,523,730
2.02.02.02 Other 5,551,811 5,523,730
2.02.02.02.03 Pension Plan Obligations 2,119,211 2,142,871
2.02.02.02.04 Program Contract Commitments 12,306 12,047
2.02.02.02.05 Public-Private Partnership - PPP 2,786,976 2,798,688
2.02.02.02.06 Indemnities 45,226 14,460
2.02.02.02.07 Labor Obligations 45,027 67,755
2.02.02.02.08 Deferred Cofins/Pasep 176,353 164,097
2.02.02.02.09 Other Obligations 366,712 323,812
2.02.04 Provisions 805,253 762,065
2.02.04.01 Tax, Social Security, Labor, and Civil Provisions 247,154 235,430
2.02.04.01.01 Tax Provisions 63,685 46,754
2.02.04.01.02 Pension Plan and Labor Provisions 176,693 170,471
2.02.04.01.04 Civil Provisions 6,776 18,205
2.02.04.02 Other Provisions 558,099 526,635
2.02.04.02.03 Provisions for Environmental Liabilities and Decommissioning 503,810 472,124
2.02.04.02.04 Provisions for Customers 4,268 8,312
2.02.04.02.05 Provisions for Suppliers 50,021 46,199
2.03 Consolidated Equity 31,797,089 29,857,376
2.03.01 Paid-Up Capital 15,000,000 15,000,000
2.03.04 Profit Reserves 14,617,966 14,711,014
2.03.04.01 Legal Reserve 1,864,605 1,864,604
2.03.04.08 Additional Dividend Proposed 0 93,047
2.03.04.10 Reserve for Investments 12,753,361 12,753,363
2.03.05 Retained Earnings/Accumulated Losses 2,032,761 0
2.03.06 Equity Valuation Adjustments 146,362 146,362
 
Page 15 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Income Statement

(R$ thousand)

 

Code Description Current Quarter YTD Current Same Quarter of the YTD Previous
    04/01/2024 to 06/30/2024 Year Previous Year Year
      01/01/2024 to 06/30/2024 04/01/2023 to 06/30/2023 01/01/2023 to 06/30/2023
3.01 Revenue from Sales and/or Services 6,749,493 13,309,740 0 0
3.02 Cost of Sales and/or Services -3,865,045 -7,840,473 0 0
3.02.01 Cost of Sales and/or Services -2,619,837 -5,288,541 0 0
3.02.02 Construction Costs -1,245,208 -2,551,932 0 0
3.03 Gross Profit 2,884,448 5,469,267 0 0
3.04 Operating Expenses/Income -667,840 -1,590,604 0 0
3.04.01 Selling Expenses -298,231 -698,836 0 0
3.04.01.01 Selling expenses -226,586 -436,673 0 0
3.04.01.02 Allowance for Doubtful Accounts -71,645 -262,163 0 0
3.04.02 General and Administrative Expenses -384,333 -922,471 0 0
3.04.04 Other Operating Income 14,179 24,470 0 0
3.04.04.01 Other Operating Income 16,038 27,399 0 0
3.04.04.02 Cofins and Pasep -1,859 -2,929 0 0
3.04.05 Other Operating Expenses -7,369 -10,574 0 0
3.04.06 Equity Accounting 7,914 16,807 0 0
3.05 Income before Financial Result and Taxes 2,216,608 3,878,663 0 0
3.06 Financial Result -461,943 -800,137 0 0
3.06.01 Financial Revenue 295,926 543,503 0 0
3.06.01.01 Financial Revenue 311,648 570,839 0 0
3.06.01.02 Exchange Variation Gains 2 3 0 0
3.06.01.03 Cofins and Pasep -15,724 -27,339 0 0
3.06.02 Financial Expenses -757,869 -1,343,640 0 0
3.06.02.01 Financial Expenses -633,428 -1,225,531 0 0
3.06.02.02 Exchange Variation Losses -216,058 -209,726 0 0
3.06.02.03 Transactions with Derivative Financial Instruments 91,617 91,617 0 0
3.07 Profit before Taxes on Income 1,754,665 3,078,526 0 0
3.08 Income Tax and Social Contribution -545,200 -1,045,765 0 0
 
Page 16 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Income Statement

(R$ thousand)

 

Code Description Current Quarter YTD Current Same Quarter of the YTD Previous
    04/01/2024 to 06/30/2024 Year Previous Year Year
      01/01/2024 to 06/30/2024 04/01/2023 to 06/30/2023 01/01/2023 to 06/30/2023
3.08.01 Current -560,665 -1,078,440 0 0
3.08.02 Deferred 15,465 32,675 0 0
3.09 Net Income from Continuing Operations 1,209,465 2,032,761 0 0
3,11 Consolidated Profit/Loss for the Period 1,209,465 2,032,761 0 0
3.99 Earnings per Share - (Reais/Share)        
3.99.01 Basic Earnings per Share        
3.99.01.01 Common 1.76949 2.974 0 0
3.99.02 Diluted Earnings per Share        
3.99.02.01 Common 1.76949 2.974 0 0
 
Page 17 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Statement of Comprehensive Income

(R$ thousand)

 

Code Description Current Quarter YTD Current Same Quarter of the YTD Previous
    04/01/2024 to 06/30/2024 Year Previous Year Year
      01/01/2024 to 06/30/2024 04/01/2023 to 06/30/2023 01/01/2023 to 06/30/2023
4.01 Consolidated Net Income for the Period 1,209,466 2,032,761 0 0
4.03 Consolidated Comprehensive Income for the Period 1,209,466 2,032,761 0 0
 
Page 18 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Statement of Cash Flows (Indirect Method)

(R$ thousand)

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

    01/01/2024 to 06/30/2024 01/01/2023 to 06/30/2023
6.01 Net Cash from Operating Activities 3,170,044 0
6.01.01 Cash from Operations 5,963,377 0
6.01.01.01

Net Income before Income Tax and Social

Contribution

3,078,526 0
6.01.01.02 Provisions and Inflation Adjustments on Provisions 208,048 0
6.01.01.03 Finance Charges from Customers -228,916 0
6.01.01.04

Residual Value of Property, Plant, and Equipment, Intangible Assets, and Investment

Properties Written-off

2,618 0
6.01.01.05 Depreciation and Amortization 1,563,225 0
6.01.01.06

Interest on Borrowings and Financing

payable

743,263 0
6.01.01.07

Inflation Adjustment and Exchange Gains (Losses) on Borrowings and

Financing

286,855 0
6.01.01.08 Interest and Inflation Adjustments on Liabilities 8,789 0
6.01.01.09 Interest and Inflation Adjustments on Assets -131,832 0
6.01.01.10 Allowance for Doubtful Accounts 262,163 0
6.01.01.11

Provision for Consent Decree (TAC) and

IDP

-246,077 0
6.01.01.12 Equity Accounting -16,807 0
6.01.01.13 Interest and Inflation Adjustment (PPP) 281,925 0
6.01.01.14 Other Provisions/Reversals 9,551 0
6.01.01.15 Transfer to the São Paulo Municipal Government 194,597 0
6.01.01.16 Construction Margin on Intangible Assets Arising from Concession Agreements -58,694 0
6.01.01.17 Pension Plan Obligations 97,760 0
6.01.01.19 Derivative Financial Instruments -91,617 0
6.01.02 Changes in Assets and Liabilities -910,532 0
6.01.02.01 Trade Receivables -143,148 0
6.01.02.02 Related-Party Balances and Transactions 41,714 0
6.01.02.03 Inventories -30,080 0
6.01.02.04 Taxes Recoverable 188,224 0
6.01.02.05 Other Assets -63,425 0
6.01.02.06 Escrow Deposits 31,977 0
6.01.02.08 Trade Payables and Contractors -429,281 0
6.01.02.09 Labor and Social Obligations -2,985 0
6.01.02.10 Pension Plan Obligations -121,420 0
6.01.02.11 Taxes and Contributions Payable -158,635 0
6.01.02.12 Services Payable -94,720 0
6.01.02.13 Other Obligations -34,335 0
6.01.02.14 Provisions -106,674 0
6.01.02.15 Deferred Cofins/Pasep 12,256 0
6.01.03 Other -1,882,801 0
6.01.03.01 Interest Paid -862,183 0
6.01.03.02 Income Tax and Contributions Paid -1,020,618 0
6.02 Net Cash from Investing Activities -1,608,402 0
6.02.01 Acquisition of Contract Assets and Intangible Assets -1,702,254 0
 
Page 19 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Statement of Cash Flows (Indirect Method)

(R$ thousand)

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

    01/01/2024 to 06/30/2024 01/01/2023 to 06/30/2023
6.02.02 Acquisition of Property, Plant, and Equipment -36,509 0
6.02.03 Investments -16,430 0
6.02.04 Restricted Cash 4,306 0
6.02.05 Financial investments - Investments -2,867,664 0
6.02.06 Financial Investments - Redemptions 3,010,149 0
6.03 Net Cash from Financing Activities 409,306 0
6.03.01 Funding 3,079,812 0
6.03.02 Amortization of Loans -1,394,065 0
6.03.03 Payment of Interest on Capital -928,774 0
6.03.04 Public-Private Partnership - PPP -342,274 0
6.03.05 Program Contract Commitments -3,146 0
6.03.06 Derivative Financial Instruments - Paid -2,247 0
6.05 Increase (Decrease) in Cash and Cash Equivalents 1,970,948 0
6.05.01 Opening Balance of Cash and Cash Equivalents 838,484 0
6.05.02 Closing Balance of Cash and Cash Equivalents 2,809,432 0
 
Page 20 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Statement of Changes in Equity - 01/01/2024 to 06/30/2024

(R$ thousand)

 

Code

 

Description Paid-up Capital Capital Reserves, Options Granted, and Treasury Shares Profit Reserves

Retained Earnings/Accumulated

Losses

Other Comprehensive

Income

Equity

Non-Controlling

Interests

Equity

Consolidated

5.01 Opening Balances 15,000,000 0 14,711,014 0 146,362 29,857,376 0 29,857,376
5.02 Previous Year Adjustments 0 0 0 0 0 0 0 0
5.03 Restated Opening Balances 15,000,000 0 14,711,014 0 146,362 29,857,376 0 29,857,376
5.04 Capital Transactions with Partners 0 0 -93,048 0 0 -93,048 0 -93,048
5.04.08

Complementary Minimum Dividends,

Approved

0 0 -93,048 0 0 -93,048 0 -93,048
5.05 Total Comprehensive Income 0 0 0 2,032,761 0 2,032,761 0 2,032,761
5.05.01 Net Income for the Period 0 0 0 2,032,761 0 2,032,761 0 2,032,761
5.06 Internal Changes in Equity 0 0 0 0 0 0 0 0
5.07 Closing Balances 15,000,000 0 14,617,966 2,032,761 146,362 31,797,089 0 31,797,089
 
Page 21 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Consolidated Financial Statements / Statement of Changes in Equity - 01/01/2023 to 06/30/2023

(R$ thousand)

Justification: There were no consolidated data in the period.

 

 

Code

 

Description Paid-up Capital Capital Reserves, Options Granted, and Treasury Shares Profit Reserves

Retained Earnings/Accumulated

Losses

Other Comprehensive

Income

Equity

Non-Controlling

Interests

Equity

Consolidated

5.01 Opening Balances 0 0 0 0 0 0 0 0
5.02 Previous Year Adjustments 0 0 0 0 0 0 0 0
5.03 Restated Opening Balances 0 0 0 0 0 0 0 0
5.04 Capital Transactions with Partners 0 0 0 0 0 0 0 0
5.05 Total Comprehensive Income 0 0 0 0 0 0 0 0
5.06 Internal Changes in Equity 0 0 0 0 0 0 0 0
5.07 Closing Balances 0 0 0 0 0 0 0 0
 
Page 22 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

 

Consolidated Financial Statements / Value Added Statement

(R$ thousand)

 

Code

 

Description

YTD Current

Year

YTD Previous

Year

    01/01/2024 to 06/30/2024 01/01/2023 to 06/30/2023
7.01 Revenue 13,969,912 0
7.01.01 Goods, Products, and Services Sold 11,594,050 0
7.01.02 Other Revenue 27,399 0
7.01.03 Revenue from Construction of Own Assets 2,610,626 0
7.01.04 Allowance for/Reversal of Doubtful Accounts -262,163 0
7.02 Inputs Acquired from Third Parties -5,661,549 0
7.02.01 Costs of Goods, Products and Services Sold -4,702,424 0
7.02.02 Materials, Electricity, Outsourced Services, and Others -948,551 0
7.02.04 Other -10,574 0
7.03 Gross Value Added 8,308,363 0
7.04 Retentions -1,563,225 0
7.04.01 Depreciation, Amortization, and Depletion -1,563,225 0
7.05 Net Value Added Produced 6,745,138 0
7.06 Value Added Received in Transfer 587,648 0
7.06.01 Equity Accounting 16,807 0
7.06.02 Financial Revenue 570,841 0
7.07 Total Value Added to Distribute 7,332,786 0
7.08 Distribution of Value Added 7,332,786 0
7.08.01 Personnel 1,340,931 0
7.08.01.01 Direct Compensation 898,592 0
7.08.01.02 Benefits 315,372 0
7.08.01.03 Government Severance Indemnity Fund for Employees (FGTS) 126,967 0
7.08.02 Taxes, Fees, and Contributions 2,305,967 0
7.08.02.01 Federal 2,174,104 0
7.08.02.02 State 97,839 0
7.08.02.03 Municipal 34,024 0
7.08.03 Value Distributed to Providers of Capital 1,653,127 0
7.08.03.01 Interest 1,639,769 0
7.08.03.02 Rentals 13,358 0
7.08.04 Value Distributed to Shareholders 2,032,761 0
7.08.04.03 Retained Earnings/Accumulated Losses for the Period 2,032,761 0

 

 

 
Page 23 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Comments on the Company’s Performance

 

Highlights

Adjusted EBITDA(*) totaled R$ 2,970.5 million in 2Q24, up by R$ 778.1 million (+35.5%) over the R$ 2,192.4 million reported in 2Q23. Consequently, the adjusted EBITDA margin reached 54.2% compared to 44.8%.

Net income came to R$ 1,209.4 million in 2Q24, up by R$ 465.7 million (+62.6%) over the R$ 743.7 million recorded in 2Q23.

 

Revenue from sanitation services

 

Increase of R$ 740.6 million (+14.3%) over 2Q23, impacted by (i) a 9.6% tariff adjustment since May 2023; (ii) a 6.4% tariff adjustment since May 2024; and (iii) a 3.2% increase in total billed volume.

 

      Var.
   2Q24  2Q23 R$ %
Revenue from sanitation services 5,932.9 5,192.3 740.6 14.3
Billed volume (million m³) 1,080.3 1,047.2 33.1 3.2
Average tariff (R$/m3) 5.5 5.0 0.5 10.8

 

 

Impacts from the exchange variation

 

In 2Q24, the exchange variation was negative, due to the appreciation of the U.S. dollar and Yen in the period, compared to a positive variation reported in 2Q23, as a result of the depreciation, as shown below:

  2Q24 2Q23
Foreign currency debt - R$ million 2,899.4 2,475.7
Foreign currency debt as a percentage of total debt 13.3% 13.2%
U.S. dollar variation in the quarter 11.2% (5.1%)
Yen variation in the quarter 4.7% (12.8%)

 

The Company contracted derivative financial instruments (hedge) with Bank of America Merrill Lynch, Múltiplo S.A., CitiBank S.A., Itaú Unibanco Holding S.A., J.P. Morgan, and Banco Santander (Brazil) S.A., according to the Financial Risk Policy, used from April 10, 2024 to April 16, 2024, to mitigate the exchange risk, with a corresponding average cost of approximately DI+0.13% p.a. As of June 30, 2024, 12 swap transactions were in effect, with a notional value of US$ 272,009 thousand and ¥ 38,932,983 thousand to hedge the interest rate and exchange variation. The agreements are valid until December 2024.

 

Financial expenses related to foreign currency agreements, excluding the effects of the hedge operation, totaled R$ 246.9 million in 2Q24. Given that the hedge operations were contracted in April 2024, there was a period during which the risk of exchange rate variation was not protected, impacting R$ 104.0 million of this total. Hedge gains came to R$ 91.6 million in the period; therefore, total financial expenses, net of the hedge operation, totaled R$ 155.3 million.

 

 

 

(*) excluding the IDP/AAPS/Construction Margin

 

 
Page 24 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Comments on the Company’s Performance

 
1.Result for the period (Consolidated)
                                                                                                    R$ million
      Var.     Var.
  2Q24 2Q23 R$ % 1H24 1H23 R$ %
     Revenue from sanitation services 5,932.9 5,192.3 740.6 14.3 11,594.0 10,101.6 1,492.4 14.8
     COFINS and PASEP/TRCF taxes (457.3) (301.0) (156.3) 51.9 (894.9) (691.4) (203.5) 29.4
(=) Revenue from sanitation services, net 5,475.6 4,891.3 584.3 11.9 10,699.1 9,410.2 1,288.9 13.7
     Construction revenue 1,273.8 1,263.2 10.6 0.8 2,610.6 2,442.8 167.8 6.9
(=) Net operating income 6,749.4 6,154.5 594.9 9.7 13,309.7 11,853.0 1,456.7 12.3
     Construction costs (1,245.2) (1,234.8) (10.4) 0.8 (2,551.9) (2,387.8) (164.1) 6.9
     Costs and expenses (3,302.4) (3,909.4) 607.0 (15.5) (6,909.8) (7,083.2) 173.4 (2.4)
     Other operating income (expenses), net 6.8 50.5 (43.7) (86.5) 13.9 65.1 (51.2) (78.6)
     Equity accounting 7.9 10.0 (2.1) (21.0) 16.7 16.4 0.3 1.8
(=) Earnings before financial result, income tax, and social contribution 2,216.5 1,070.8 1,145.7 107.0 3,878.6 2,463.5 1,415.1 57.4
     Financial result (461.9) (14.0) (447.9) 3,199.3 (800.1) (273.6) (526.5) 192.4
(=) Earnings before income tax and social contribution 1,754.6 1,056.8 697.8 66.0 3,078.5 2,189.9 888.6 40.6
     Income tax and social contribution (545.2) (313.1) (232.1) 74.1 (1,045.8) (698.8) (347.0) 49.7
(=) Net income 1,209.4 743.7 465.7 62.6 2,032.7 1,491.1 541.6 36.3
     Earnings per share (R$)* 1.77 1.09     2.97 2.18    

 

* Number of shares = 683,509,869

 

The net revenue from sanitation services totaled R$ 5,475.6 million in 2Q24, an increase of 11.9% over 2Q23.

Costs and expenses totaled R$ 3,302.4 million, a decrease of R$ 607.0 million (-15.5%).

The Company recorded a net income of R$ 1,209.4 million in 2Q24, compared to R$ 743.7 million in 2Q23.

 

Adjusted EBITDA Reconciliation (Non-accounting measures)

                                                                                                          R$ million
      Var.     Var.
  2Q24 2Q23 R$ % 1H24 1H23 R$ %
     Net income 1,209.4 743.7 465.7 62.6 2,032.7 1,491.1 541.6 36.3
     IDP - 529.6 (529.6) - - 529.6 (529.6) -
     Agreement with AAPS - - - - 162.4 - 162.4 -
(=) Adjusted Net Income (excluding the IDP/AAPS) 1,209.4 1,273.3 (63.9) (5.0) 2,195.1 2,020.7 174.4 8.6
     Income tax and social contribution 545.2 313.1 232.1 74.1 1,045.8 698.8 347.0 49.7
     Financial result 461.9 14.0 447.9 3,199.3 800.1 273.6 526.5 192.4
     Other operating income (expenses), net (6.8) (50.5) 43.7 (86.5) (13.9) (65.1) 51.2 (78.6)
     Depreciation and amortization 789.4 670.9 118.5 17.7 1,563.2 1,327.9 235.3 17.7
     Construction margin (28.6) (28.4) (0.2) 0.7 (58.7) (55.0) (3.7) 6.7
(=) Adjusted EBITDA (excluding the IDP/AAPS/Construction Margin)* 2,970.5 2,192.4 778.1 35.5 5,531.6 4,200.9 1,330.7 31.7
(%) Adjusted EBITDA margin (excluding the IDP/AAPS/Construction Margin) 54.2 44.8     51.7 44.6    

 

* The EBITDA and EBITDA margin above are not the same as those used for the purposes of covenants

 

Adjusted EBITDA was R$ 2,970.5 million in 2Q24, with an adjusted EBITDA margin of 54.2% (44.8% in 2Q23).

 

 
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Comments on the Company’s Performance

 
2.Revenue from sanitation services

 

The gross operating income from sanitation services, which excludes construction revenue, totaled R$ 5,932.9 million in 2Q24, an increase of R$ 740.6 million (+14.3%) over the R$ 5,192.3 million recorded in 2Q23.

The main factors that led to the increase were:

·Tariff adjustment of 9.6% since May 2023;
·Tariff adjustment of 6.4% since May 2024; and
·An increase of 3.2% in the total billed volume.

 

Revenue from sanitation services increased by R$ 1,492.4 million (+14.8%) in 1H24, moving up from R$ 10,101.6 million to R$ 11,594.0 million, mainly due to:

·Tariff adjustment of 9.6% since May 2023;
·Tariff adjustment of 6.4% since May 2024; and
·An increase of 4.5% in the total billed volume.

 

3.COFINS and PASEP/TRCF taxes

 

The rise in expenses was mainly due to increases of 14.8% in revenue and R$ 81.6 million in the non-recuring adjustment in tax credits in 2Q23.

 

4.Construction revenue

 

Construction revenue increased by R$ 10.6 million, due to higher investments made.

 

In 1H24, construction revenue increased by R$ 167.8 million (+6.9%).

 
Page 26 of 115 

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Comments on the Company’s Performance

 

 

5.Billed volume

 

The following tables show the water and sewage billed volumes, on a quarter-over-quarter and year-over-year basis, per customer category:

 

WATER AND SEWAGE BILLED VOLUME(1) PER CUSTOMER CATEGORY – million m3
  Water Sewage Water + Sewage
Category 2Q24 2Q23 Var. % 2Q24 2Q23 Var. % 2Q24 2Q23 Var. %
Residential       489.9       476.9       2.7       431.5    418.7       3.1       921.4       895.6       2.9
Commercial         47.7         47.7          -            46.3      45.5       1.8         94.0         93.2       0.9
Industrial           9.3           8.8       5.7           9.8        9.6       2.1         19.1         18.4       3.8
Public         13.3         12.1       9.9         12.1      10.9     11.0         25.4         23.0     10.4
Total retail       560.2       545.5       2.7       499.7    484.7       3.1    1,059.9    1,030.2       2.9
Wholesale (2)         12.3         11.6       6.0           5.4        5.4          -            17.7         17.0       4.1
Overall Total       572.5       557.1       2.8       505.1    490.1       3.1    1,077.6    1,047.2       2.9
Olímpia           1.3              -     -           1.4          -     -           2.7              -             -   
Overall Total Consolidated       573.8       557.1       3.0       506.5    490.1       3.3    1,080.3    1,047.2       3.2
  Water Sewage Water + Sewage
Category 1H24 1H23 Var. % 1H24 1H23 Var. % 1H24 1H23 Var. %
Residential       988.1       948.6       4.2       868.8    831.1       4.5    1,856.9    1,779.7       4.3
Commercial         94.9         94.1       0.9         91.8      89.2       2.9       186.7       183.3       1.9
Industrial         18.2         17.4       4.6         19.3      19.0       1.6         37.5         36.4       3.0
Public         24.7         22.2     11.3         22.4      20.0     12.0         47.1         42.2     11.6
Total retail    1,125.9    1,082.3       4.0    1,002.3    959.3       4.5    2,128.2    2,041.6       4.2
Wholesale (2)         23.9         23.8       0.4         11.1      10.8       2.8         35.0         34.6       1.2
Overall Total    1,149.8    1,106.1       4.0    1,013.4    970.1       4.5    2,163.2    2,076.2       4.2
Olímpia           2.6              -     -           2.9          -     -           5.5              -     -
Overall Total Consolidated    1,152.4    1,106.1       4.2    1,016.3    970.1       4.8    2,168.7    2,076.2       4.5

 

1 Unaudited by external auditors

2 Wholesale includes volumes of reuse water and non-domestic sewage

 

 

 

 

 
Page 27 of 115 

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Comments on the Company’s Performance

 

 

6.Costs, administrative & selling expenses

 

Costs, administrative and selling expenses decreased by R$ 607.0 million in 2Q24 (-15.5%).

Costs, administrative, and selling expenses as a percentage of net revenue from sanitation services were 60.3% in 2Q24 compared to 69.1% in 2Q23.

                                                                                                                                                         R$ million
      Var.     Var.
  2Q24 2Q23 R$ % 1H24 1H23 R$ %
Salaries, payroll charges and benefits, and Pension plan obligations 748.7 1,347.4 (598.7) (44.4) 1,457.1 2,091.6 (634.5) (30.3)
        IDP - 529.6 (529.6) (100.0) - 529.6 (529.6) (100.0)
        Salaries, payroll charges and benefits, and pension plan obligations (excluding the IDP) 748.7 817.8 (69.1) (8.4) 1,457.1 1,562.0 (104.9) (6.7)
General supplies 85.3 90.4 (5.1) (5.6) 176.1 177.9 (1.8) (1.0)
Treatment supplies 124.3 138.5 (14.2) (10.3) 265.6 303.4 (37.8) (12.5)
Services 663.2 643.1 20.1 3.1 1,346.0 1,268.1 77.9 6.1
Electricity 387.1 386.8 0.3 0.1 781.4 782.6 (1.2) (0.2)
General expenses 413.5 395.6 17.9 4.5 1,018.5 710.4 308.1 43.4
      Agreement with AAPS - - - - 162.4 - 162.4 -
       Share of the municipal government in the collection (São Paulo) 186.6 166.0 20.6 12.4 356.7 315.6 41.1 13.0
       Share of the municipal government in the collection (other municipalities) 67.1 41.0 26.1 63.7 142.1 77.9 64.2 82.4
       Other general expenses 159.8 188.6 (28.8) (15.3) 357.3 316.9 40.4 12.7
Tax expenses 19.3 19.3 - - 39.7 41.1 (1.4) (3.4)
Depreciation and amortization 789.4 670.9 118.5 17.7 1,563.2 1,327.9 235.3 17.7
Allowance for doubtful accounts 71.6 217.4 (145.8) (67.1) 262.2 380.2 (118.0) 31.0
Costs, administrative & selling expenses 3,302.4 3,909.4 (607.0) (15.5) 6,909.8 7,083.2 (173.4) (2.4)
% of net revenue (excluding construction revenue) 60.3 79.9     64.6 75.3    
% of net revenue (excluding construction revenue, IDP, and AAPS) 60.3 69.1     63.1 69.6    

 

Salaries, payroll charges and benefits, and Pension plan obligations

 

The R$ 598.7 million decrease (-44.4%) reported in 2Q24 was mainly due to the non-recurring provision recognized for employees who joined the Incentivized Dismissal Program (IDP) in 2Q23, of R$ 529.6 million. The average number of employees fell by 14.7%, mainly as a result of this program.

The aforementioned decrease was partially offset by the 2.0% application in February 2024 referring to the Career and Salary Plan, and the 2.77% salary adjustment in May 2024.

In 1H24, the decrease was R$ 634.5 million (-30.3%), as a result of the aforementioned factors.

 

Treatment supplies

 

Treatment supplies fell by R$ 14.2 million (-10.3%) in 2Q24 compared to 2Q23.

The decrease was mainly due to:

·Strategies implemented for the replacement and combined use of chemicals; and
·Optimization of water source usage, resulting in reduced use of algaecides, coagulants, and disinfectants. The Company manages the use of chemicals and the advancement or retreat of the Production Systems by using systems that provide the best cost-effectiveness.

 

In 1H24, the decrease came to R$ 37.8 million (-12.5%). 

 

 

 
Page 28 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Comments on the Company’s Performance

 

 

Services

 

Service expenses totaled R$ 663.2 million, an increase of R$ 20.1 million (+3.1%) over the R$ 643.1 million recorded in 2Q23. The main increases were:

·R$ 12.4 million with advertising and marketing expenses; and
·R$ 6.2 million with the hiring of outsourced labor.

In 1H24, the decrease was R$ 77.9 million (-6.1%), mainly due to:

·R$ 47.7 million for the maintenance of water and sewage networks, connections, and systems;
·R$ 12.6 million with customer services; and
·R$ 7.6 million with environmental compensation services.

 

Electricity

 

Electricity expenses totaled R$ 387.1 million in 2Q24, an increase of R$ 0.3 million (+0.1%) over the R$ 386.8 million recorded in 2Q23. Of the total, the Free Market Tariffs (ACL) accounted for 51.9% of total expenses in 2Q24 (54.3% in 2Q23) while the Regulated Market Tariffs (ACR) accounted for 48.1% (45.7% in 2Q23).

The main factors that contributed to this variation were:

·An average decrease of 0.7% in ACL prices (including Grid Market Tariffs - TUSD), with a 9.5% increase in consumption; and
·An average increase of 8.0% in ACR tariffs, with no significant variation in consumption.

The R$ 1.2 million decrease (-0.2%) recorded in 1H24 was due to:

·An average decrease of 2.7% in ACL prices (including Grid Market Tariffs - TUSD), with a 1.8% increase in consumption; and
·An average increase of 8.3% in ACR tariffs, with no significant variation in consumption.

In 2Q24, the Free Market Tariffs (ACL) accounted for 66.1% of the consumption in megawatt-hours, while the Regulated Market Tariffs (ACR) accounted for 33.9%. In 2Q24, they accounted for 64.1% and 35.9%, respectively. The increase in contracting within the free market is in line with the strategy of optimizing electricity costs.

 

General expenses

 

Increase of R$ 17.9 million (+4.5%), totaling R$ 413.5 million in 2Q24, compared to the R$ 395.6 million recorded in 2Q23, mainly from the higher provision for transfer to the Municipal Funds for Environmental Sanitation and Infrastructure, of R$ 46.7 million; partially offset by lower expenses with lawsuits, of R$ 26.7 million.

Expenses with municipal transfers totaled R$ 253.7 million in 2Q24, compared to the R$ R$ 207.0 million reported in 2Q23. Expenses with the use of water came to R$ 24.8 million in 2Q24, compared to the R$ 27.6 million recorded in 2Q23. 

 

 
Page 29 of 115 

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Comments on the Company’s Performance

 

 

        R$ million
Municipal Transfers
Municipality 2Q24 2Q23 Var. Var. % Beginning
São Paulo 186.6 166.0 20.6 12.4 Jun/10
Guarulhos 9.4 - 9.4 - Dec/23
Barueri 3.3 - 3.3 - May/23
Diadema 2.9 - 2.9 - Jul/23
Hortolândia 2.2 - 2.2 - Feb/24
Other municipalities 49.3 41.0 8.3 20.2  
TOTAL 253.7 207.0 46.7 22.6  

The R$ 308.1 million increase (+43.4%) in 1H24 was due to:

 

·Provision of R$ 162.4 million in 1Q24, referring to the agreement with AAPS;
·Higher provision for transfer to the Municipal Funds for Environmental Sanitation and Infrastructure, of R$ 105.3 million; and
·Increase of R$ 42.0 million in expenses with lawsuits.

Expenses with municipal transfers totaled R$ 498.8 million in 1H24, compared to the R$ R$ 393.5 million reported in 1H23. Expenses with the use of water came to R$ 49.8 million in 1H24, compared to the R$ 52.8 million recorded in 1H23.

 

Depreciation and amortization

 

Increase of R$ 118.5 million (+17.7%) (R$ 235.3 million (+17.7%) in 1H24), due to the beginning of operations of intangible assets, totaling R$ 7.1 billion.

 

Allowance for doubtful accounts

 

Decrease of R$ 145.8 million (-67.1%), from R$ 217.4 million in 2Q23 to R$ 71.6 million in 2Q24, as a result of another Mega Fair event, structuring collection actions, an increase in the volume of disconnections and service suspensions, and agreements with large consumers, with the latter having a non-recurring positive impact of R$ 76.5 million. The allowance for doubtful accounts as a percentage of the Sanitation Revenue was 2.3% in 1H24. Excluding the non-recurring effect, it accounted for 2.9%, below de 3% reported in 2023.

The decrease came to R$ 118.0 million (-31.0%) in 1H24.

 

7.Other net operating income (expenses)

 

Decrease of R$ 43.7 million, mainly due to the higher application of contractual fines charged from suppliers in 2Q23, of R$ 45.5 million.

In 1H24, the R$ 51.2 million decrease was mainly due to (i) the R$ 43.0 million reduction in contractual fines charged from suppliers; and (ii) revenue from the sale of unusable materials in 1H23, non-recurring, of R$ 6.1 million.

 

8.Financial result
        R$ million
      Var.
  2Q24 2Q23 R$ %
Financial expenses, net of revenue (379.5) (219.4) (160.1) 73.0
Monetary and exchange variations, net (82.4) 205.4 (287.8) (140.1)
Financial Result (461.9) (14.0) (447.9) 3,199.3
 
Page 30 of 115 

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Comments on the Company’s Performance

 

 

Financial expenses, net of revenue

        R$ million
      Var.
  2Q24 2Q23 R$ %
Financial expenses        
   Interest and charges on domestic borrowings and financing (321.9) (254.0) (67.9) 26.7
   Interest and charges on international borrowings and financing (30.8) (23.2) (7.6) 32.8
   Other financial expenses (213.7) (96.4) (117.3) 121.7
Total financial expenses (566.4) (373.6) (192.8) 51.6
Financial revenue 186.9 154.2 32.7 21.2
Financial expenses, net of revenue (379.5) (219.4) (160.1) 73.0

The main impacts resulted from:

 

·Increase of R$ 67.9 million in interest and charges on domestic borrowings and financing, mainly due to the 31st issue debentures and IFC 2023 fundraising;
·Increase of R$ 7.6 million in interest and charges on international borrowings and financing, due to new IDB fundraising;
·Increase of R$ 117.3 million in other financial expenses, mainly due to (i) an R$ 86.3 million increase in interest on Public-Private Partnership - PPP; and (ii) an R$ 15.3 million increase in interest on lawsuits; and
·Increase of R$ 32.7 million in financial revenues, mainly due to higher revenue on financial investments in 2Q24, as a result of the higher cash balance.

 

Monetary and exchange variations, net

        R$ million
      Var.
  2Q24 2Q23 R$ %
Monetary and exchange variations on liabilities        
   Monetary variations on borrowings and financing (23.1) (38.1) 15.0 (39.4)
   Exchange variations on borrowings and financing (216.1) 263.7 (479.8) (181.9)
   Gains/(Losses) with derivative financial instruments 91.6 - 91.6 -
   Other monetary variations (43.8) (71.2) 27.4 (38.5)
Total monetary and exchange variations on liabilities (191.4) 154.4 (345.8) (224.0)
Monetary and exchange variations on assets 109.0 51.0 58.0 113.7
Monetary and exchange variations, net (82.4) 205.4 (287.8) (140.1)

 

 

The negative effect of net monetary and exchange variations in 2Q24 was R$ 287.8 million, especially due to:

·A decrease of R$ 15.0 million in monetary variations on borrowings and financing, mainly because of (i) a decrease in IPCA (from 1.56% in 2Q23 to 1.0% in 2Q24); and (ii) higher capitalization of monetary variation on debentures in 2Q24, of R$ 5.5 million;
·An increase of R$ 479.8 million in exchange variations on loans and financing, due to the appreciation of the U.S. dollar and the Yen in 2Q24 (11.3% and 4.7%, respectively), compared to the depreciation occurred in 2Q23 (-5.1% and -12.8%, respectively);
·Gains with derivative financial instruments, of R$ 91.6 million;
·A decrease of R$ 27.4 million in other monetary variations, mainly due to lower monetary variation on Public-Private Partnership (PPP) in 2Q24, of R$ 40.6 million, partially offset by higher monetary variation on transfers to municipalities, of R$ 7.4 million; and
 
Page 31 of 115 

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Comments on the Company’s Performance

 
·An increase of R$ 58.0 million in monetary variations on assets, mainly due to higher monetary variation on agreements in 2Q24.

 

9.Income tax and social contribution

 

In 2Q24, the increase was R$ 232.1 million (+74.1%), mainly due to:

·An increase of R$ 594.9 million in net operating revenue; and
·A decrease of R$ 607.0 million in costs and expenses.

The factors above were partially offset by the negative variation of R$ 447.9 million in the financial result.

10.Indicators

 

a)Operational

 

Information * 2Q24 2Q23 %
Water Connections1 10,336 10,242 0.9
Sewage Connections1 8,833 8,728 1.2
Population Directly Served - Water2 28.1 28.1 0.0
Population Directly Served - Sewage2 24.9 24.8 0.4
Number of Employees 10,158 12,221 (16.9)
Volume of water produced in the quarter 3 770 734 4.9
Volume of water produced in 20243 1,542 1,467 5.1
IPM - Measured Water Loss (%) 29 30 (1.4)
IPDt (liters/connection x day) 3 262 256 2.3

1. Active connections in thousand units at the end of the period.

2. In million inhabitants, at the end of the period. Does not include wholesale.

3. Millions of m3.

* Unaudited by external auditors

 

 

b)Economic
Economic variables at the close of the quarter (*) 2Q24 2Q23
Amplified Consumer Price Index (1) 1.00 1.56
National Consumer Price Index (2) 1.08 0.79
Consumer Price Index (2) 0.69 0.60
Interbank Deposit Certificate (3) 10.51 13.65
U.S. dollar (4) 5.56 4.82
Yen (4) 0.03 0.03

 

1. Accrued in the quarter ended “May/24 x May/23”

2. Accrued in the quarter (%)

3. Average quarterly rate (%)

.4. Ptax sale rate on the last day

* Unaudited by external auditors

 

 

 
Page 32 of 115 

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Comments on the Company’s Performance

 
11.Borrowings and financing
                  R$ thousand
DEBT PROFILE                  
  2024 2025 2026 2027 2028 2029 2030 onwards TOTAL % of total
Local currency                  
Brazilian Federal Savings Bank 57,230 119,788 127,262 135,191 143,481 149,106 933,896 1,665,954 8
IDBs - National 125,654 260,899 330,209 315,069 420,959 383,940 1,974,383 3,811,113 18
IFC 11,400 44,200 61,800 80,800 123,600 181,600 1,209,202 1,712,602 8
Debentures 362,440 1,319,166 1,219,530 1,395,509 668,031 1,303,628 3,231,065 9,499,369 44
BNDES 140,863 261,230 251,277 238,513 84,491 34,244 189,898 1,200,516 6
Other 284 568 142 - - - - 994 0
Leases (Concession Agreements, Program Contracts, and Contract Asset) (1) 54,587 25,417 25,417 25,417 25,417 23,515 134,789 314,559 0
Leases (Others) (2) 25,187 86,164 60,423 1,524 8,566 - - 181,864 1
Interest and Charges 420,751 69,732 - - - - - 490,483 2
Total in local currency 1,198,396 2,187,164 2,076,060 2,192,023 1,474,545 2,076,033 7,673,233 18,877,454 87
                   
Foreign currency                  
IDBs 28,567 79,398 44,526 44,526 44,526 44,526 619,942 906,011 4
IBRDs 16,898 33,796 33,796 33,796 33,796 49,070 420,928 622,080 3
JICAs 74,145 148,290 148,290 148,290 148,290 148,182 527,697 1,343,184 6
Interest and Other Charges 28,079 - - - - - - 28,079 0
Total in foreign currency 147,689 261,484 226,612 226,612 226,612 241,778 1,568,567 2,899,354 13
                   
OVERALL TOTAL 1,346,085 2,448,648 2,302,672 2,418,635 1,701,157 2,317,811 9,241,800 21,776,808 100

 

1 Refers to work contracts signed as Assets Lease;

2 Obligations related to leasing agreements, mainly vehicle leases.

 

 

Covenants

 

The table below shows the most restrictive clauses in 2Q24:

  Covenants
Adjusted EBITDA / Adjusted Financial Expenses Equal to or higher than 2.80
EBITDA / Financial Expenses Paid Equal to or higher than 2.35
Adjusted Net Debt / Adjusted EBITDA Equal to or lower than 3.80
Net Debt / Adjusted EBITDA Equal to or lower than 3.50
Other Onerous Debt 1 / Adjusted EBITDA Equal to or lower than 1.30

1 “Other Onerous Debts” correspond to the sum of pension plan obligations and healthcare plan, installment payment of tax debts, and installment payment of debts with the electricity supplier.

 

In 2Q24 and 2Q23, the Company met the requirements of its borrowings and financing agreements.

12.Investments

 

Investments totaled R$ 1,296.6 million in 2Q24, while cash disbursed for investments, including from previous periods, totaled R$ 1,151.4 million.

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

 
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Comments on the Company’s Performance

 

 

R$ million
  Water Sewage Total
Investments made 549.2 747.4 1,296.6

 

Investments made in 1H24 totaled R$ 2,717.0 million, of which R$ 1,217.6 million in water and R$ 1,499.4 million in sewage. Accumulated cash disbursed referring to investments, including from previous periods, totaled R$ 1,738.8 million.

 

13.Public-Private Partnerships

 

The chart below shows expenses with Public-Private Partnerships in 2Q24, compared to the figures reported in 2Q23:

        R$ thousand
  2Q24 2Q23 Var. %
SÃO LOURENÇO PRODUCTION SYSTEM      
General Supplies 4,975.6 4,864.6 111.0 2.3
Services 10,498.8 10,264.5 234.3 2.3
General Expenses 1,374.9 1,344.2 30.7 2.3
Amortization 41,682.1 42,474.5 (792.4) (1.9)
Financial Expenses 119,253.2 81,915.8 37,337.4 45.6
Total 177,784.6 140,863.6 36,921.0 26.2
ALTO TIETÊ PRODUCTION SYSTEM      
Services - 18,568.1 (18,568.1) (100.0)
Amortization 4,065.8 4,078.3 (12.5) (0.3)
Financial Expenses - 5,425.1 (5,425.1) (100.0)
Total 4,065.8 28,071.5 (24,005.7) (85.5)
         
Total expenses with PPP 181,850.4 168,935.1 12,915.3 7.6

 

 
Page 34 of 115 

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Notes to the Quarterly Information

 
1Operations

 

Companhia de Saneamento Básico do Estado de São Paulo (SABESP or Company) is a publicly-held company headquartered in the municipality of 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, 2024, the Company operated water and sewage services in 375 municipalities of the São Paulo State, including the Municipality of Olímpia, which started being operated by the Company on December 11, 2023, through a Specific Purpose Entity (SPE).

 

As of May 24, 2024, a new Concession Agreement between SABESP and the Regional Unit of Drinking Water Supply and Sewage Services of the Southeast Region (URAE-1) was signed, covering 371 municipalities and valid until 2060, subject to the conclusion of the Company’s privatization process, occurred on July 23, 2024.

 

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

 

 

 

Consolidated

Parent Company

 

June 30,

2024

December 31,

2023

June 30,

2023

       
Municipalities that have already signed contracts URAE-1: 371 371 371
   Balance – intangible and contract assets 51,131,136 49,789,584 47,669,143
   Percentage of intangible and contract assets 97.35% 96.85% 97.14%
Revenue from sanitation services (excluding construction revenue) 11,476,746 21,328,553 10,014,834
Percentage of revenue from sanitation services (excluding construction revenue) 98.99% 99.14% 99.14%
       
Municipalities with concession agreements due (that did not joined URAE-1): 3 3 3
   Balance – intangible and contract assets 20,499 20,843 21,457
   Percentage of intangible and contract assets 0.04% 0.04% 0.04%
Revenue from sanitation services (excluding construction revenue) 8,822 15,293 6,943
Percentage of revenue from sanitation services (excluding construction revenue) 0.08% 0.07% 0.07%
       
Municipalities with expired contracts: (**) - 1 1
   Balance – intangible and contract assets - 11,309 11,412
   Percentage of intangible and contract assets - 0.02% 0.02%
 
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Notes to the Quarterly Information

 

 

Revenue from sanitation services (excluding construction revenue) - 17,559 7,904
Percentage of revenue from sanitation services (excluding construction revenue) - 0.08% 0.08%

 

Total municipalities that have already signed contracts (new concession agreements -Law 14,026/2020) - Olímpia:

1 1 -
Balance – intangible and contract assets 147,486 147,589 -
 Percentage of intangible and contract assets 0.28% 0.29% -
 Revenue from sanitation services (excluding construction revenue) 16,533 3,477 -
 Percentage of revenue from sanitation services (excluding construction revenue) 0.14% 0.02% -
Municipality of São Paulo:      
Percentage of intangible and contract assets 44.84% 43.28% 43.19%
Percentage of revenue from sanitation services (excluding construction revenue) 44.38% 44.94% 45.13%

 

(*) Refers to the municipalities of Miguelópolis and Quintana, maturing in 2027, and the municipality of Nova Guataporanga, maturing in 2040.

(**) The Municipality of Igarapava held a bidding process for the concession of the Water Supply and Sewage Services System, and SABESP provided services in that municipality until May 31, 2024.

 

 

The Company's shares have been listed on the Novo Mercado segment of B3 under ticker SBSP3 since April 2002 and on the New York Stock Exchange (NYSE) as Level III American Depositary Receipts (“ADRs”), 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, Paulista Geradora de Energia, Cantareira SP Energia, Barueri Energia Renovável (previously Foxx URE-BA Ambiental), and Infranext Soluções em Pavimentação. Although SABESP has no majority interest in the capital stock of these companies, the shareholders’ agreements provide for the power of veto and casting votes on certain issues jointly with associates, indicating the shared control in the management of these investees, except for Saneaqua Mairinque, which, as of August 2020, no longer has a shared control.

 

Management expects that the funds raised with the improved water security from the works carried out, the 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.

 

Approvals

 

The quarterly information was approved by the Board of Directors on August 08, 2024.

 
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Notes to the Quarterly Information

 

 

2Basis of preparation and presentation of the quarterly information

 

Presentation of the Quarterly Information

 

The quarterly information as of June 30, 2024, 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 is fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). Accordingly, this Quarterly 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. Therefore, the quarterly information as of June 30, 2024, does not include all the notes and reporting required by the standards for the annual financial statements, and accordingly, shall be read jointly with the Annual Financial Statements as of December 31, 2023, prepared under the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB, and according to the accounting practices adopted in Brazil, which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee - CPC. Therefore, in this quarterly information, the notes below were either not presented or are not as detailed as and/or have the same references as those in the annual financial statements (according to numerical references):

 

i.Summary of material information on 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.Pension plan obligations (Note 22);
xii.Equity (Note 24);
xiii.Insurance (Note 27);

 

All material information related to the quarterly information, and this information alone, is being disclosed and corresponds to the information used by the Company’s Management in its administration.

 

The amounts disclosed in the Notes to the quarterly information are in thousands of Brazilian reais, unless otherwise stated.

 

 
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Notes to the Quarterly Information

 

 

3Summary of material information on accounting policies

 

The significant accounting policy information used in the preparation of the quarterly information as of June 30, 2024, are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2023, disclosed in Note 3 of such financial statements, except for Note 4.1 (d).

 

 

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

 

 

(a)Market risk

 

Foreign currency risk

 

Foreign 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 more attractive interest rates, in U.S. dollars and Yen.

 

The management of currency exposure considers several current and projected economic factors, besides 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 contracted hedge transactions in the second quarter of 2024 to protect itself against such risk, according to Note 4.1 (d).

 

Part of the financial debt, totaling R$ 2,941,596 as of June 30, 2024 (R$ 2,785,853 as of December 31, 2023), is indexed to the U.S. dollar and Yen. The exposure to exchange risk is as follows:

 
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Notes to the Quarterly Information

 

 

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

 

Foreign currency

(in thousands)

R$

Foreign currency

(in thousands)

R$

         
Borrowings and financing – US$ 282,069 1,567,993 280,188 1,356,474
Borrowings and financing – Yen 38,932,983 1,345,524 41,078,385 1,405,702
Interest and charges from borrowings and financing – US$   20,410   15,510
Interest and charges from borrowings and financing – Yen  

7,669

 

8,167

Total exposure   2,941,596   2,785,853
Borrowing cost – US$   (39,903)   (37,520)
Borrowing cost – Yen  

(2,339)

 

(2,442)

Total foreign currency-denominated borrowings (Note 16)  

2,899,354

 

2,745,891

 

The 5.6% increase in the balance of the foreign currency-denominated debt from June 30, 2024, compared to December 31, 2023, was mainly impacted by the appreciation of the Yen against the Brazilian real and amortizations in the period. The table below shows the prices and exchange variations in the period:

 

 

June 30, 2024

December 31, 2023

Var.

US$ R$ 5.5589 R$ 4.8413 14.8%
Yen R$ 0.03456 R$ 0.03422 1.0%

 

Borrowings and financing rose by R$ 209,893 from January to June 2024 (a decrease of R$ 347,534 from January to June 2023), due to exchange rate changes. See Note 16 (ii). As of June 30, 2024, if the Brazilian real had depreciated or appreciated by 10 percentage points, in addition to the impacts already mentioned above, against the US dollar and Yen with all other variables held constant, the effects on the result before funding costs and taxes on the three-month period ended June 30, 2024 would have been R$ 294,160 (R$ 272,474 for the three-month period ended June 30, 2023), lower or higher.

 

The probable scenario below presents the effect on the income statements for the next 12 months, considering the projected rates of the U.S. dollar and the Yen.

 
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Notes to the Quarterly Information

 

 

The Company understands that the scenario presented is reasonable, given the instability of the Brazilian real against the U.S. dollar and the Yen.

 

 

Parent Company and Consolidated

 

Probable scenario

  (*)
Net currency exposure as of June 30, 2024 in US$ - Liabilities 282,069
   
US$ rate as of June 30, 2024 5.5589
Exchange rate estimated according to the scenario

5.2000

Difference between the rates 0.3589
   
Effect on net financial result R$ - (gain) 101,235
   
Net currency exposure as of June 30, 2024, in ¥ - Liabilities 38,932,983
   
Yen rate as of June 30, 2024 0.03456
Exchange rate estimated according to the scenario

0.03624

Difference between the rates (0.00168)
   
Effect on the net financial result R$ - (loss)

(65,407)

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

35,828

   
(*) For the probable scenario in U.S. dollars and Yen, the exchange rates estimated for June 30, 2025 were used, according to the BACEN-Focus report and B3’s Benchmark Rate report, of June 30, 2024, respectively.

 

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, except for SOFR - Secured Overnight Financing Rate; 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 the borrowings and financing subject to different inflation adjustment indices:

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

CDI (i) 12,154,990 9,966,111
TR (ii) 1,665,953 1,684,711
IPCA (iii) 2,951,340 3,038,378
TJLP (iv) 1,211,084 1,365,806
SOFR (v) 1,567,994 1,356,473
Interest and charges

510,892

392,906

Total

20,062,253

17,804,385

 

(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)        SOFR - Secured Overnight Financing 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, 2024, 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-month period ended June 30, 2024 would have been R$ 200,623 (R$ 169,666 for the six-month period ended June 30, 2023), 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 of 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, 2024 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 balance sheet date. See Notes 6, 7, 8, 9, and 10.

 
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Notes to the Quarterly Information

 

 

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:

 

Banks

Fitch

Moody's

Standard Poor's

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

 

The rating assessment disclosed by Fitch for deposit transactions and financial investments in local currency is as follows:

 

 

Parent Company

 

June 30, 2024

December 31, 2023

Cash and cash equivalents and financial investments    
AAA(bra) 4,332,408 2,939,713
Others (*)

816,446

324,546

 

5,148,854

3,264,259

 

 

Consolidated

 

June 30, 2024

December 31, 2023

Cash and cash equivalents and financial investments    
AAA(bra) 4,337,054 2,940,690
Others (*)

816,471

324,546

 

5,153,525

3,265,236

 

 

(*) As of June 30, 2024, this category includes R$ 140,013 referring to Banco BV (R$ 322,241 as of December 31, 2023) and R$ 671,756 referring to Banco Santander (R$ 1,680 as of December 31, 2023), current accounts, and financial investments, which are not rated by Fitch.

 
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Notes to the Quarterly Information

 

 

(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 expenditure requirements.

 

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, 2024.

 

 

Parent Company

 

2024

2025

2026

2027

2028

2029
onwards

Total

June 30, 2024              
               
Liabilities              
Borrowings and financing 1,741,502 3,889,496 3,527,222 3,426,474 2,525,129 14,443,000 29,552,823
Trade payables and contractors 499,630 - - - - - 499,630
Services payable 847,120 - - - - - 847,120
Public-Private Partnership - PPP 216,630 446,524 461,438 476,850 492,777 6,164,553 8,258,772
Program Contract Commitments

18,864

1,241

1,241

1,241

1,241

11,787

35,615

Total

 

3,323,746

 

4,337,261

 

3,989,901

 

3,904,565

3,019,147

 

20,619,340

 

39,193,960

 

 

 

Consolidated

 

2024

2025

2026

2027

2028

2029
onwards

Total

June 30, 2024              
               
Liabilities              
Borrowings and financing 1,741,502 3,889,496 3,527,222 3,426,474 2,525,129 14,443,000 29,552,823
Trade payables and contractors 497,820 - - - - - 497,820
Services payable 850,609 - - - - - 850,609
 
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Notes to the Quarterly Information

 

 

 

Consolidated

 

2024

2025

2026

2027

2028

2029
onwards

Total

Public-Private Partnership - PPP 216,630 446,524 461,438 476,850 492,777 6,164,553 8,258,772
Program Contract Commitments

18,864

1,241

1,241

1,241

1,241

11,787

35,615

Total

 

3,325,425

 

4,337,261

 

3,989,901

 

3,904,565

3,019,147

 

20,619,340

 

39,195,639

 

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 ones are shown in Note 16 (c).

 

 

(d)Derivative financial instruments

 

Under the Risk Management Policy and the Derivatives Transactions Program, which aim to manage financial risks and mitigate exposure to market variables that impact assets, liabilities, and/or cash flows, thus reducing the effects of undesirable fluctuations of these variables on the Company’s operations.

Criteria and guidelines for financial risk management were established to mitigate imbalances between assets and liabilities that have some sort of indexation exclusively to protect the Company’s indexed assets and liabilities that present some mismatch, without characterizing financial leverage.

The Company uses risk ratings disclosed by Standard Poor’s (S&P), Moody’s, or Fitch to support and complement the analysis and judgment of banking risk.

Five financial institutions were contracted to carry out hedge operations, with no speculative nature, through swap transactions of debt variations in US$ + 6.23% and Yen + 1.44% interest per year for a percentage of CDI+ 0.13% p.a. The total value of the hedged debt was 98.0%.

The Company did not apply the “hedge accounting” policy for these contracts, measuring them at fair value through profit or loss, presenting the effects of this derivative financial instrument in the financial result. The debts corresponding to these financings are shown in Note 16. As of June 30, 2024, the Company had swap contracts (US$ and Yen + interest x CDI), as shown below:

 
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Notes to the Quarterly Information

 

 

 

Transaction

Financing

Notional Value US$

Fair Value of the Long Position (R$)

Fair Value of the Short Position (R$)

Gain/(Loss) with Derivatives - Swap (R$)

Payment

Gain/(Loss) with Derivatives - Swap (R$)

1 JICA 15 CONS 4,320,019,000 93,222,276 90,417,574 2,804,702 - 2,804,702
2 JICA 15 WORK 2,018,346,000 22,271,131 21,597,991 673,140 - 673,140
3  JICA 17 WORK 2,792,232,000 130,820,571 128,970,306 1,850,265 (152,032) 1,698,233
4  JICA 17 CONS 672,120,000 68,839,691 67,789,477 1,050,214 (37,284) 1,012,930
5 JICA 18 WORK 1,959,188,000 151,099,190 148,611,135 2,488,055 - 2,488,055
6 JICA 18 CONS 3,739,692,000 70,903,929 69,742,747 1,161,182 - 1,161,182
7 JICA 19 WORK 20,945,522,000 90,948,659 91,014,925 (66,266) - (66,266)
8 JICA 19 CONS 2,630,212,000 732,178,415 732,648,919 (470,504) - (470,504)
9 IDB 1212 15,417,137 87,005,277 81,235,011 5,770,266 - 5,770,266
10 IDB 4623 152,186,603 246,990,216 234,347,970 12,642,246 - 12,642,246
11 IBRD 7662-BR 60,887,889 856,426,723 808,021,839 48,404,884 - 48,404,884
12

IBRD 8916

43,517,292

343,173,019

325,617,180

17,555,839

(2,057,859)

15,497,980

Total  

39,349,339,921

2,893,879,097

2,800,015,074

93,864,023

(2,247,175)

91,616,848

                   

 

Operations started in mid-April 2024 and will be effective until December 12, 2024.

 

(e)Sensitivity analysis on interest rate risk

 

The table below shows the sensitivity analysis of the financial instruments, prepared under CPC 40 (R1). To evidence the balances of main financial assets and liabilities, calculated at a rate projected for the twelve-month period after June 30, 2024, or until the final settlement of each contract, whichever occurs first, considering a probable scenario.

 

The purpose of the sensitivity analysis is to measure the impact of changes in the market on the financial instruments, considering constant all other variables. At the time of settlement, the amounts may be different from those presented, due to the estimates used in the measurement.

 
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Notes to the Quarterly Information

 

 

 

Parent Company and Consolidated

June 30, 2024

Indicators

Exposure

Probable scenario

     
Assets    
CDI 5,124,543 11.1900%(**)
Financial income   573,436
     
Liabilities    
CDI (12,154,990) 11.1900%(**)
Interest to be incurred   (1,360,143)
 
 
 
CDI net exposure (7,030,447) (786,707)
     
Liabilities    
TR (1,665,953) 0.0083%(**)
Expenses to be incurred   (138)
     
IPCA (2,951,340) 3.6300%(*)
Expenses to be incurred   (107,134)
     
TJLP (1,211,084) 7.2900%(*)
Interest to be incurred   (88,288)
     
SOFR (***) (1,567,994) 5.0880%(***)
Interest to be incurred   (79,780)
   
 
Total expenses to be incurred, net  

(1,062,047)

     
(*)       Source: BACEN and LCA as of June 30, 2024
(**)     Source: B3 as of June 30, 2024
(***)   Source: Bloomberg

 

 
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Notes to the Quarterly Information

 

 

4.2Capital management

 

The Company’s objectives when managing capital are to ensure the Company’s ability to continue increasing 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 providers of capital). 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.

 

 

Parent Company

 

June 30, 2024

December 31, 2023

     
Total borrowings and financing (Note 16) 21,776,808 19,536,350
(-) Cash and cash equivalents (Note 6) (2,809,311) (838,338)
(-) Financial investments (Note 7)

(2,339,543)

(2,425,921)

     
Net debt 16,627,954 16,272,091
Total equity

31,797,089

29,857,376

     
Total (shareholders plus providers of capital)

48,425,043

46,129,467

     
Leverage ratio

34%

35%

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

     
Total borrowings and financing (Note 16) 21,776,808 19,536,350
(-) Cash and cash equivalents (Note 6) (2,809,432) (838,484)
(-) Financial investments (Note 7)

(2,344,093)

(2,426,752)

     
Net debt 16,623,283 16,271,114
Total equity

31,797,089

29,857,376

     
Total (shareholders plus providers of capital)

48,420,372

46,128,490

     
Leverage ratio

34%

35%

 

 

 

 
F - 13 

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Notes to the Quarterly Information

 
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 are adjusted by inflation and/or will bear contractual interest rates over time.

 

4.4Financial instruments

 

As of June 30, 2024, the Company did not have financial assets classified as fair value through other comprehensive income. 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. As of June 30, 2024, the Company’s derivative financial instruments are included in the category fair value through profit or loss:

 

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

 

Financial Assets

 

 

Parent Company

 

June 30, 2024

December 31, 2023

 

Carrying amount

Fair value

Carrying amount

Fair value

Cash and cash equivalents 2,809,311 2,809,311 838,338 838,338
Financial investments 2,339,543 2,339,543 2,425,921 2,425,921
Restricted cash 50,638 50,638 54,944 54,944
Trade receivables 3,973,449 3,973,449 3,853,398 3,853,398
   Derivative financial instruments 93,864 93,864 - -
ANA 1,908 1,908 2,673 2,673
Other assets 358,646 358,646 274,924 274,924

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

 

Carrying amount

Fair value

Carrying amount

Fair value

Cash and cash equivalents 2,809,432 2,809,432 838,484 838,484
Financial investments 2,344,093 2,344,093 2,426,752 2,426,752
Restricted cash 50,638 50,638 54,944 54,944
Trade receivables 3,978,948 3,978,948 3,856,723 3,856,723
    Derivative financial instruments 93,864 93,864 - -
 
F - 14 

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Notes to the Quarterly Information

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

 

Carrying amount

Fair value

Carrying amount

Fair value

ANA 1,908 1,908 2,673 2,673
Other assets 273,805 273,805 196,065 196,065

 

Additionally, SABESP has financial assets receivable from related parties, totaling R$ 1,170,419 as of June 30, 2024 (R$ 1,196,545 as of December 31, 2023), 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$ 1,052,971 (R$ 1,076,174 as of December 31, 2023), 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

 

 

Parent Company

 

June 30, 2024

December 31, 2023

 

Carrying amount

Fair value

Carrying amount

Fair value

Borrowings and financing 21,776,808 22,179,851 19,536,350 19,950,055
Trade payables and contractors 499,630 499,630 456,064 456,064
Services payable 847,120 847,120 749,226 749,226
Program Contract Commitment 31,825 31,825 34,016 34,016
Public-Private Partnership - PPP 3,226,265 3,226,265 3,286,614 3,286,614

 

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

 

Carrying amount

Fair value

Carrying amount

Fair value

Borrowings and financing 21,776,808 22,179,851 19,536,350 19,950,055
Trade payables and contractors 497,820 497,820 456,215 456,215
Services payable 850,609 850,609 750,732 750,732
Program Contract Commitment 31,825 31,825 34,016 34,016
Public-Private Partnership - PPP 3,226,265 3,226,265 3,286,614 3,286,614

 

The criteria adopted to obtain the fair values of borrowings and financing, in preparing the quarterly information as of June 30, 2024, are consistent with those used in the preparation of the Annual Financial Statements for the fiscal year ended December 31, 2023.

 

 
F - 15 

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Notes to the Quarterly Information

 

Financial instruments referring to financial investments, borrowings and financing, and derivative financial instruments 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 of this quarterly information, comparison of contractual interest rates with market rates in similar operations at the end of the reporting periods, their nature, and maturity terms.

 

 

5Key accounting estimates and judgments

 

The preparation of the quarterly information requires Management to disclose judgments (except for those that involve estimates) 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 results.

 

The Company establishes estimates and assumptions regarding the future, which are reviewed on a timely basis. Such accounting estimates, by definition, may differ from the actual results. The effects arising from the reviews of the accounting estimates are recognized in the period in which the estimates are reviewed.

 

The Company assessed the main accounting policies that involve judgments, 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 assumptions and estimates that 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; (iv) deferred income tax and social contribution; (v) provisions; and (vi) unbilled revenue.

 

 

6Cash and cash equivalents

 

 

Parent Company

 

June 30, 2024

December 31, 2023

     
Cash and banks 24,311 31,041
Cash equivalents

2,785,000

807,297

Total

2,809,311

838,338

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

     
Cash and banks 24,432 31,187
Cash equivalents

2,785,000

807,297

Total

2,809,432

838,484

 
F - 16 

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Notes to the Quarterly Information

 

 

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.

 

The maintenance of the R$ 2,785,000 in cash equivalents was due to the expectation of disbursement for the early transfer to municipalities, under the new Concession Agreement executed on May 24, 2024, to be made in August 2024, and is distributed and allocated as follows: (i) R$ 2,285,000 in an exclusive fund in Banco do Brasil S/A, and (ii) R$ 500,000 in investments in CDB in the Brazilian Federal Savings Bank.

 

As of June 30, 2024, the average yield of cash equivalents corresponded to 96.83% of CDI (96.25% as of December 31, 2023).

 

 

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:

 

 

Parent Company

 

June 30, 2024

December 31, 2023

Banco BV 140,013 322,240
Banco Bradesco S/A - 643,445
Banco BTG Pactual S/A 586,055 449,241
Banco do Brasil S/A 1,296 1,010,995
Banco Santander 674,583 -
Brazilian Federal Savings Bank

937,596

-

 

2,339,543

2,425,921

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

Banco BV 140,013 322,240
Banco Bradesco S/A - 643,445
Banco BTG Pactual S/A 586,055 449,241
Banco do Brasil S/A 5,846 1,011,826
Banco Santander 674,583 -
Brazilian Federal Savings Bank

937,596

-

 

2,344,093

2,426,752

 

As of June 30, 2024, the average yield of the financial investments corresponded to 101.6% of CDI (103.3% as of December 31, 2023).

 
F - 17 

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Notes to the Quarterly Information

 

 

 

8Restricted cash

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

     
Agreement with the São Paulo Municipal Government (i) 42,907 47,749
Brazilian Federal Savings Bank – escrow deposits 694 365
Other

7,037

6,830

 

50,638

54,944

 

(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, due to eventual amounts unpaid by direct management bodies, foundations and government agencies, as established in the agreement entered into with São Paulo Municipal Government (PMSP).

 

9Trade receivables

 

(a)Statement of financial position details

 

 

Parent Company

 

June 30, 2024

December 31, 2023

Private sector:    
General (i) and special customers (ii) 2,357,627 2,199,475
Agreements (iii)

828,816

839,010

     
 

3,186,443

3,038,485

Government entities:    
Municipal 634,113 623,434
Federal 14,113 8,036
Agreements (iii)

293,686

374,372

     
 

941,912

1,005,842

Wholesale customers – Municipal governments: (iv)    
Mogi das Cruzes 4,679 4,343
São Caetano do Sul 10,214 45,333
São Caetano do Sul Agreement

74,875

-

     
Total wholesale customers – Municipal governments

89,768

49,676

     
 
F - 18 

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Notes to the Quarterly Information

 

 

 

Parent Company

 

June 30, 2024

December 31, 2023

Unbilled supply

1,107,256

1,136,604

     
Subtotal 5,325,379 5,230,607
Allowance for doubtful accounts

(1,351,930)

(1,377,209)

     
Total

3,973,449

3,853,398

     
Current 3,665,788 3,580,962
Noncurrent

307,661

272,436

     
Total

3,973,449

3,853,398

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

Private sector:    
General (i) and special customers (ii) 2,361,349 2,200,921
Agreements (iii)

828,816

839,010

     
 

3,190,165

3,039,931

Government entities:    
Municipal 634,325 623,601
Federal 14,121 8,036
Agreements (iii)

293,686

374,372

     
 

942,132

1,006,009

Wholesale customers – Municipal governments: (iv)    
Mogi das Cruzes 4,679 4,343
São Caetano do Sul 10,214 45,333
São Caetano do Sul Agreement

74,875

-

     
Total wholesale customers – Municipal governments

89,768

49,676

     
Unbilled supply

1,108,813

1,138,316

     
Subtotal 5,330,878 5,233,932
Allowance for doubtful accounts

(1,351,930)

(1,377,209)

     
Total

3,978,948

3,856,723

     
 
F - 19 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

Current 3,671,287 3,584,287
Noncurrent

307,661

272,436

     
Total

3,978,948

3,856,723

 

(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 inflation adjustment and interest, according to the agreements; and
(iv)Wholesale basis customers - municipal governments. This balance refers to the sale of treated water to municipalities, which are responsible for distributing to, billing, and charging final customers.

 

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

 

 

Parent Company

 

June 30, 2024

December 31, 2023

     
Current 2,954,257 2,635,280
Past-due:    
Up to 30 days 592,034 627,472
From 31 to 60 days 251,336 271,476
From 61 to 90 days 179,485 181,639
From 91 to 120 days 141,035 127,421
From 121 to 180 days 295,975 290,610
From 181 to 360 days 57,387 57,289
Over 360 days

853,870

1,039,420

     
Total past-due

2,371,122

2,595,327

     
Total

5,325,379

5,230,607

 

 

Consolidated

 

June 30, 2024

December 31, 2023

     
Current 2,957,548 2,723,975
 
F - 20 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

Past-due:    
Up to 30 days 592,918 627,986
From 31 to 60 days 251,821 271,476
From 61 to 90 days 179,840 181,639
From 91 to 120 days 141,228 127,421
From 121 to 180 days 296,267 290,610
From 181 to 360 days 57,387 57,289
Over 360 days

853,869

953,536

     
Total past-due

2,373,330

2,509,957

     
Total

5,330,878

5,233,932

 

 

(c)Allowance for doubtful accounts

 

 

Parent Company and Consolidated

Parent Company

Changes in assets

January to June 2024

January to June 2023

     
Balance at the beginning of the period 1,377,209 1,428,517
Creation/(reversal) of losses 80,095 77,671
Recoveries

(105,374)

(29,441)

     
Balance at the end of the period

1,351,930

1,476,747

 

 

 

Parent Company and Consolidated

 

Parent Company

Reconciliation of estimated/historical losses at the result

April to June 2024

January to June 2024

April to June 2023

January to June 2023

         
Write-offs (95,651) (285,936) (141,296) (331,434)
(Losses)/reversal with state entities – related parties (926) (1,506) 175 (567)
(Losses)/reversal with the private sector/government entities (39,998) (80,095) (86,119) (77,671)
Recoveries

64,930

105,374

9,814

29,441

         
Amount recorded as expense (Note 27)

(71,645)

(262,163)

(217,426)

(380,231)

 
F - 21 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

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

 

(d)Registered warrants

 

The Company has registered warrants issued as a result of final and unappealable lawsuits for the collection of unpaid water and sewage bills from public entities. These bills are considered allowance for doubtful accounts ('PECLD') in their entirety, and the updated values of said bills, calculated according to the respective registered warrants, are not recognized due to uncertainties regarding their realization.

 

As of June 30, 2024, the Company has registered warrants issued in its favor, currently totaling R$ 3,211,041 (R$ 3,085,265 as of December 31, 2023), which, as mentioned above, are fully provisioned at their original value and do not have their respective updates recognized in the quarterly information.

 

The reversal of the PECLD for the original bills and their update are recognized when uncertainties regarding their realization are mitigated, i.e. when the realization value becomes determinable due to the predictability of the commencement of its receipt or when negotiated with third parties.

 

The Company’s registered warrants are as follows:

 

 

Parent Company and Consolidated

Debtor

June 30, 2024

December 31, 2023

Municipality of São Paulo 3,100,546 3,042,927
São Paulo State 41,359 -
Municipality of Ferraz de Vasconcelos 23,410 -
Municipality of Cachoeira Paulista 12,015 15,456
Municipality of Agudos 13,381 14,964
Other

20,330

11,918

Total

3,211,041

3,085,265

 

Additionally, the Company negotiated registered warrants for overdue bills with the municipalities of Guarulhos, Santo André, and Mauá in previous fiscal years, which are currently suspended as they serve as collateral for the fulfillment of contracts entered into with these municipalities.

 

As of May 09, 2024, the Board of Directors approved the adherence to the notice for agreement 1/2024 from the Municipality of São Paulo (PMSP), whose adherence deadline ended on June 30, 2024. The objective of said Notice was the presentation of direct agreement proposals by holders of registered warrants.

 

For the adherence to be effective, approval by the Registered Warrants Conciliation Chamber of the Municipal Attorney General Office (PGM) and other subsequent procedures according to the Notice are required, the assessments of which are in progress and still wait the formalization of approvals by the São Paulo Municipal Government (PMSP). SABESP may withdraw the proposal at any time, provided it is before the payment made by the Board of Registered Warrants Executions and Calculations of the São Paulo State Court of Justice (Depre), as provided in the Notice.

 

The Company does not expect changes in the recognition method of the municipality of São Paulo's registered warrants until such adherence becomes effective and the uncertainties related to their receipt are resolved.

 
F - 22 

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Notes to the Quarterly Information

 

 

 

10Related-party balances and transactions

 

(a)São Paulo State

 

Accounts receivable, interest on capital, revenue and expenses

 

Parent Company

 

June 30, 2024

December 31, 2023

Accounts receivable    
Current:    
Sanitation services 168,091 169,508
Allowance for losses (52,004) (50,498)
Reimbursement of additional retirement and pension benefits paid (G0):    
- Monthly flow 18,887 36,241
- GESP Agreement – 2015

110,234

106,022

     
Total current

245,208

261,273

     
Noncurrent:    
Agreement for the installment payment of sanitation services 1,361 1,361
Reimbursement of additional retirement and pension benefits paid (G0):    
- GESP Agreement – 2015

923,850

933,911

     
Total noncurrent

925,211

935,272

     
Total receivables

1,170,419

1,196,545

     
Assets:    
Sanitation services 117,448 120,371
Reimbursement of additional retirement and pension benefits paid (G0)

1,052,971

1,076,174

     
Total

1,170,419

1,196,545

     
Liabilities:    
Interest on capital payable - 420,564

 

 
F - 23 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

Accounts receivable    
Current:    
Sanitation services 168,131 169,515
Allowance for losses (52,004) (50,498)
Reimbursement of additional retirement and pension benefits paid (G0):    
- Monthly flow 18,887 36,241
- GESP Agreement – 2015

110,234

106,022

     
Total current

245,248

261,280

     
Noncurrent:    
Agreement for the installment payment of sanitation services 1,361 1,361
Reimbursement of additional retirement and pension benefits paid (G0):    
- GESP Agreement – 2015

923,850

933,911

     
Total noncurrent

925,211

935,272

     
Total receivables

1,170,459

1,196,552

     
Assets:    
Sanitation services 117,488 120,378
Reimbursement of additional retirement and pension benefits paid (G0)

1,052,971

1,076,174

     
Total

1,170,459

1,196,552

     
Liabilities:    
Interest on capital payable - 420,564

 

 

 

Parent Company

Consolidated

 

April to June

2024

January to June 2024

April to June 2023

January to June

2023

April to June

2024

January to June

2024

             
Revenue from sanitation services 225,373 408,489 198,678 361,781 225,431 408,576
Payments from related parties (211,504) (397,708) (175,577) (343,189) (211,504) (397,708)
             
Payment received from reimbursement referring to Law 4,819/1958 (73,886) (121,702) (51,359) (103,952) (73,886) (121,702)

 

 
F - 24 

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Notes to the Quarterly Information

 

 

The information below refers to the Parent Company’s and Consolidated’s balances and transactions.

 

(i)Disputed Amounts

 

As of June 30, 2024 and December 31, 2023, the disputed amounts between SABESP and the São Paulo State, referring to additional retirement and pension benefits paid (Law 4,819/1958), totaled R$ 1,631,423 and R$ 1,583,449, respectively, for which allowances for doubtful accounts were created for the total amount.

 

(ii)Actuarial Liability

 

The Company recognized an actuarial liability corresponding to additional retirement and pension benefits paid to employees, retired employees, and pensioners of the G0 Plan. As of June 30, 2024, and December 31, 2023, the amounts corresponding to the actuarial liability totaled R$ 2,091,864 and R$ 2,098,622, 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 Covenants to fully and completely settle the disputes and SABESP will continue using the reservoirs.

 

As of June 30, 2024, the balance of the agreement totaled R$ 9,447 and R$ 106,543 (R$ 8,876 and R$ 99,279 as of December 31, 2023), recorded in Other liabilities, under current and noncurrent liabilities, respectively.

 

(c)     Agreements with reduced tariffs 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 provides for water consumption reduction.

 

(d)Guarantees

 

The São Paulo State provides guarantees for some of the Company’s borrowings and financing and does not charge any related fees. See Note 16.

 

(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 2024, and from January to June 2024, expenses with employees assigned to other state entities totaled R$ 2,462 and R$ 5,098 (R$ 1,925 and R$ 2,597 from April to June 2023, and from January to June 2023), respectively.

No expenses with employees from other entities assigned to the Company were recorded from April to June 2024 and from January to June 2023 and in the same periods in 2023.

 
F - 25 

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Notes to the Quarterly Information

 

 

 

(f)Non-operating assets

 

As of June 30, 2024 and December 31, 2023, the Company had an amount of R$ 3,613 related to land and lent structures.

 

(g)SABESPREV

 

The Company sponsors a defined benefit plan (G1 Plan), which is operated and administered by SABESPREV. The net actuarial liability recognized until June 30, 2024, totaled R$ 27,347 (R$ 44,249 as of December 31, 2023). See Note 21.

 

(h)    Compensation of the Fiscal Council and Management

 

From April to June and from January to June 2024, expenses related to the compensation of the members of Management and Fiscal Council totaled R$ 2,543 and R$ 4,908 (R$ 2,132 and R$ 3,790 from April to June and from January to June 2023), respectively.

 

From April to June and from January to June 2024, additional amounts of R$ 540 and R$ 1,080 (R$ 584 and R$ 869 from April to June and from January to June 2023), respectively, from the management bonus program were recorded.

 

(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 matters but cannot use such power of veto in a way to affect the returns of its investments. Therefore, these SPEs are considered for accounting purposes as joint arrangements.

 

Águas de Andradina

 

The Company entered into a loan agreement through a credit facility with SPE Águas de Andradina S/A to finance the operations of that company.

 

As of June 30, 2024, the balance of principal and interest of this agreement totaled R$ 931 and R$ 2,814, which was recorded in “Other assets” under current and noncurrent assets (R$ 694 and R$ 2,814, respectively, as of December 31, 2023), at CDI + 3% p.a.

 

This agreement was executed on August 17, 2021. The amount of principal, adjustment, accrued interest, and any other taxes must be paid in full by August 31, 2025.

 

 
F - 26 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

Sabesp Olímpia

 

The Company formalized a loan agreement through a credit facility with Sabesp Olímpia S/A, making available the necessary funds for the payment of the first installment of the Fixed Concession Fee to the Municipality of Estância Turística de Olímpia, which was a prerequisite for the signing of the water and sewage concession agreement.

 

As of June 30, 2024, the balance of principal and interest of this agreement totaled R$ 83,522, which was recorded in “Other assets” under noncurrent assets, at CDI + 2% p.a.

 

This agreement was executed on September 26, 2023. The principal and the accumulated interest on the principal must be fully repaid by September 2040.

 

(j)FEHIDRO

 

The Company has financing agreements under the State Fund for Water Resources (FEHIDRO). These funds will be aimed at the execution of works and sewage services. As of April 30, 2024, the balance of these financings totaled R$ 994 (R$ 1,278 as of December 31, 2023).

 

(k)Privatization Process

 

According to Article 7 of Law 9,361/1996, the controlling shareholder will be reimbursed, upon the privatization, for the contracting of independent audit firms, law firms, opinions, or specialized studies necessary to the privatization.

 

The amount to be reimbursed by the São Paulo State as of June 30, 2024 was R$ 25,355, recorded under “Other assets”.

 

 

11Investments

 

The Company holds interests 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 matters, however, it cannot use such power of veto in a way to affect the returns over the investments, implying a mutually shared control (joint venture – CPC 19 (R2)), except when SABESP Olímpia, in which the Company holds a stake of 100% and meets the control requirements, consolidated this SPE, according to the Accounting Policy described in Note 2023 to the Annual Financial Statements as of December 31, 2023.

 

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

 
F - 27 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Equity

Contribution

Dividends

Profit (loss) for the period

 

June

30, 2024

December

31, 2023

January to June 2024

January to June 2024

January to June 2024

(*)

January to June 2023

Sesamm 70,125 61,275 - - 8,850 - 11,134
Águas de Andradina 35,933 34,088 - (1,068) 2,913 - 1,150
Águas de Castilho 7,806 12,784 - (6,157) 1,179 - 1,019
Attend Ambiental 51,868 43,263 - - 8,605 - 12,060
Aquapolo Ambiental 121,785 102,442 - - 19,343 - 17,445
Paulista Geradora de Energia - PGE (**) 40,951 42,307 590 - (1,946) - (77)
Cantareira SP Energia 10,733 10,650 - - 83 - (366)
Barueri Energia Renovável (***) 144,130 63,309 82,149 - (744) (584) (7,142)
Infranext Soluções em Pavimentação (****) 4,154 4,699 - - (522) (23) (1,392)
Sabesp Olímpia (9,740) (3,066) - - (6,674) - -

 

(*) The amount presented refers to changes in the equity of the investee, as its financial statements for the year ended December 31, 2023 were issued after the disclosure of SABESP’s financial statements.

 

(**) In 2023, a contribution of R$ 20,600 was defined, with Servtec and Tecniplan paying R$ 14,860 of this amount in the same year. In 2024, Servtec and Tecniplan paid the remaining amount of R$ 590, with the total paid-in amount corresponding to a 75% equity interest. As of May 31, 2024, SABESP had an outstanding payable amount of R$ 5,150. The information presented refers to the position as of May 31, 2024, the last balance sheet received.

 

(***) Former Foxx URE-BA Ambiental.

 

(****) Infranext’s share capital will be R$ 12,000. As of June 30, 2024, SABESP had an outstanding payable amount of R$ 4,950.

 
F - 28 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Parent Company

 

Investments

Contribution

Dividends

Reclassification (***)

Equity accounting

Interest percentage

 

June 30, 2024

December 31, 2023

January to June 2024

January to June 2024

January to June 2024

January to June 2024

(*)

January to June 2023

June 30, 2024

December 31, 2023

Sesamm 25,245 22,059 - - - 3,186 - 4,009 36% 36%
Águas de Andradina 10,779 10,225 - (320) - 874 - 344 30% 30%
Águas de Castilho 2,342 3,835 - (1,847) - 354 - 306 30% 30%
Attend Ambiental 23,341 19,469 - - - 3,872 - 5,427 45% 45%
Aquapolo Ambiental 59,674 50,196 - - - 9,478 - 8,548 49% 49%
Paulista Geradora de Energia 6,375 6,861 - - - (486) - (19) 25% 25%
Cantareira SP Energia 5,253 5,212 - - - 41 - (179) 49% 49%
Barueri Energia Renovável 28,826 12,663 16,430 - - (150) (117) (1,429) 20% 20%
Infranext Soluções em Pavimentação - - - - 245 (235) (10) (626) 45% 45%
Sabesp Olímpia

-

-

-

-

6,674

(6,674)

-

-

100% 100%
Total 161,835 130,520 16,430 (2,167) 6,919 10,260 (127) 16,381    
Barueri Energia Renovável – Fair value (**) 24,792 25,244                
Other investments

6,099

6,099

               

 

Overall total

192,726

161,863

               

 

(*) The amount presented refers to changes in the equity of the investee, as its financial statements for the year ended December 31, 2023 were issued after the disclosure of SABESP’s financial statements.

(**) The amount presented refers to the fair value adjustment in the acquisition of Barueri Energia Renovável in 2024.

(***) The amount of the investee’s loss exceeding the investment was reclassified to Noncurrent Liabilities.

 
F - 29 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Consolidated

 

Investments

Contribution

Dividends

Reclassification (***)

Equity accounting

Interest percentage

 

June 30, 2024

December 31, 2023

January to June 2024

January to June 2024

January to June 2024

January to June 2024

(*)

June 30, 2024

December 31, 2023

Sesamm 25,245 22,059 - - - 3,186 - 36% 36%
Águas de Andradina 10,779 10,225 - (320) - 874 - 30% 30%
Águas de Castilho 2,342 3,835 - (1,847) - 354 - 30% 30%
Attend Ambiental 23,341 19,469 - - - 3,872 - 45% 45%
Aquapolo Ambiental 59,674 50,196 - - - 9,478 - 49% 49%
Paulista Geradora de Energia 6,375 6,861 - - - (486) - 25% 25%
Cantareira SP Energia 5,253 5,212 - - - 41 - 49% 49%
Barueri Energia Renovável 28,826 12,663 16,430 - - (150) (117) 20% 20%
Infranext Soluções em Pavimentação

-

-

-

-

245

(235)

(10)

45% 45%
Total 161,835 130,520 16,430 (2,167) 245 16,934 (127)    
Barueri Energia Renovável – Fair value (**) 24,792 25,244              
Other investments

6,099

6,099

             

 

Overall total

192,726

161,863

             

 

(*) The amount presented refers to changes in the equity of the investee, as its financial statements for the year ended December 31, 2023 were issued after the disclosure of SABESP’s financial statements.

(**) The amount presented refers to the fair value adjustment in the acquisition of Barueri Energia Renovável in 2024.

(***) The amount of the investee’s loss exceeding the investment was reclassified to Noncurrent Liabilities.

 

As of July 02, 2024, Barueri Energia Renovável S.A. (“Barueri Energia”) issued simple debentures, not convertible into shares, with additional personal guarantees, in a single series, totaling R$ 395,000, to finance the investments expected in its business plan. SABESP pledged its shareholding as a collateral for the issue and provided an Equity Support Agreement (ESA) as security instruments, observing the limit of its shareholding to 20% of the transaction value, i.e., R$ 79,000.

 

 

12Investment properties

 

 

Parent Company and Consolidated

 

December 31, 2023

Depreciation

June 30, 2024

       
Investment properties

46,678

(24)

46,654

 

 

Parent Company

 

December 31, 2022

Depreciation

June 30, 2023

       
Investment properties

46,726

(24)

46,702

 
F - 30 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

As of June 30, 2024, the market value of these properties was approximately R$ 393,600 (R$ 393,600 as of December 31, 2023).

 

 

13Contract asset

 

 

Parent Company

 

December 31, 2023

Additions (i)

Transfers

Transfers of
works to
intangible assets
(ii)

June 30,

2024 (iii)

           
Total contract asset

7,393,096

2,585,483

1,960

(2,237,765)

7,742,774

 

 

Consolidated

 

December 31, 2023

Additions (i)

Transfers

Transfers of
works to
intangible assets
(ii)

June 30,

2024 (iii)

           
Total contract asset

7,393,096

2,587,847

1,960

(2,237,765)

7,745,138

 

As of June 30, 2024 and December 31, 2023, the contract asset had no amounts recognized as leases.

 

 

Parent Company

 

December 31, 2022

Additions

Transfers

Transfers of
works to
intangible assets

June 30,

2023

           
Total contract asset

8,613,968

2,482,886

380

(2,422,934)

8,674,300

 

 

 

As of June 30, 2023, the contract asset did not include any amounts recorded as a lease (R$ 276,893 as of December 31, 2022). Leases were part of construction costs and, since June 2020, additional works had been executed by the Company.

 

(i)The largest additions in the period were located in the municipalities of São Paulo, Guarulhos, and Itanhaém, totaling R$ 1,075 million, R$ 227 million, and R$ 79 million, respectively.
(ii)The largest transfers in the period were located in the municipalities of São Paulo, Itanhaém, and Cajamar, totaling R$ 806 million, R$ 188 million, and R$ 113 million, respectively.
(iii)The largest works were located in the municipalities of São Paulo, Guarulhos, and Francisco Morato, totaling R$ 2,322 million, R$ 379 million, and R$ 269 million, respectively.

 

(a)     Capitalization of interest and other finance charges

 

 
F - 31 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

The Company capitalizes interest, inflation adjustments, and exchange variations in the contract asset during the construction period. From January to June 2024, the Company capitalized R$ 296,130 (R$ 345,824 from January to June 2023).

 

(b)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.

 

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. As of June 30, 2024 and 2023, the margin was 2.3%.

 

From April to June and from January to June 2024, the construction margins were R$ 28,594 and R$ 58,641 (R$ 28,402 and R$ 54,921 from April to June and from January to June 2023), respectively.

 

(c)Expropriations

 

As a result of the construction of priority projects related to water and sewage systems, the Company is required to expropriate third-party properties, whose owners are compensated either amicably or through court.

 

The costs of such expropriations are recorded in the contract asset during the execution of the works. From April to June and from January to June 2024, expropriations totaled R$ 5,524 and R$ 12,274 (R$ 40,708 and R$ 44,723 from April to June and from January to June 2023).

 

 

14Intangible assets

 

(a)Statement of financial position details

 

 

Parent Company

 

June 30, 2024

December 31, 2023

 

Cost

Accumulated
amortization

Net

Cost

Accumulated
amortization

Net

Intangible right arising from:            
Concession agreements – equity value 749,166 (252,246) 496,920 747,925 (241,808) 506,117
Concession agreements – economic value 1,699,100 (1,122,700) 576,400 1,686,384 (1,048,624) 637,760
Program contracts 31,659,530 (10,189,572) 21,469,958 30,267,977 (9,583,480) 20,684,497
Program contracts – commitments 1,709,757 (524,214) 1,185,543 1,709,757 (497,731) 1,212,026
Service contracts – São Paulo 29,942,172 (9,671,828) 20,270,344 29,161,286 (8,967,701) 20,193,585
Software license of use 1,330,299 (857,034) 473,265 1,300,504 (787,280) 513,224
Right of use – Other assets

237,314

(78,149)

159,165

217,204

(99,144)

118,060

Total

67,327,338

(22,695,743)

44,631,595

65,091,037

(21,225,768)

43,865,269

 

 
F - 32 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Consolidated

 

June 30, 2024

December 31, 2023

 

Cost

Accumulated
amortization

Net

Cost

Accumulated
amortization

Net

Intangible right arising from:            
Concession agreements – equity value 749,166 (252,246) 496,920 747,925 (241,808) 506,117
Concession agreements – economic value 1,699,100 (1,122,700) 576,400 1,686,384 (1,048,624) 637,760
Concession agreements – new contracts 148,000 (2,878) 145,122 148,000 (411) 147,589
Program contracts 31,659,530 (10,189,572) 21,469,958 30,267,977 (9,583,480) 20,684,497
Program contracts – commitments 1,709,757 (524,214) 1,185,543 1,709,757 (497,731) 1,212,026
Service contracts – São Paulo 29,942,172 (9,671,828) 20,270,344 29,161,286 (8,967,701) 20,193,585
Software license of use 1,330,299 (857,034) 473,265 1,300,504 (787,280) 513,224
Right of use – Other assets

237,314

(78,149)

159,165

217,204

(99,144)

118,060

Total

67,475,338

(22,698,621)

44,776,717

65,239,037

(21,226,179)

44,012,858

 

 

(b)Changes

 

 

Parent Company

 

December 31,

2023

Additions

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

June 30,

2024

Intangible right arising from:              
Concession agreements – equity value (*) 506,117 - 13,216 (11,790) (21) (10,602) 496,920
Concession agreements – economic value   637,760 (180) 13,005 (40) - (74,145) 576,400
Program contracts (*) 20,684,497 - 1,392,259 628 (1,020) (606,406) 21,469,958
Program contracts – commitments   1,212,026 - - - - (26,483) 1,185,543
Service contracts – São Paulo 20,193,585 - 801,993 (7,995) (1,327) (715,912) 20,270,344
Software license of use 513,224 12,502 17,292 1 - (69,754) 473,265
Right of use – Other assets

118,060

80,303

-

-

(46)

(39,152)

159,165

Total

43,865,269

92,625

2,237,765

(19,196)

(2,414)

(1,542,454)

44,631,595

 

 

 

Consolidated

 

December 31,

2023

Additions

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

June 30,

2024

Intangible right arising from:              
Concession agreements – equity value (*) 506,117 - 13,216 (11,790) (21) (10,602) 496,920
Concession agreements – economic value   637,760 (180) 13,005 (40) - (74,145) 576,400
Concession agreements – new contracts   147,589 - - - - (2,467) 145,122
Program contracts (*) 20,684,497 - 1,392,259 628 (1,020) (606,406) 21,469,958
 
F - 33 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Consolidated

 

December 31,

2023

Additions

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

June 30,

2024

Program contracts – commitments   1,212,026 - - - - (26,483) 1,185,543
Service contracts – São Paulo 20,193,585 - 801,993 (7,995) (1,327) (715,912) 20,270,344
Software license of use 513,224 12,502 17,292 1 - (69,754) 473,265
Right of use – Other assets

118,060

80,303

-

-

(46)

(39,152)

159,165

Total

44,012,858

92,625

2,237,765

(19,196)

(2,414)

(1,544,921)

44,776,717

 

(*) As of June 30, 2024, Concession agreements – equity value, and Program contracts included leases in the amounts of R$ 38,588 and R$ 317,890 (R$ 43,738 and R$ 330,941 as of December 31, 2023), respectively.

 

 

Parent Company

 

December 31,

2022

Additions

Transfer of contract asset

Transfers

Write-offs and disposals

Amortization

June 30, 2023

Intangible right arising from:              
Concession agreements - equity value (*) 499,326 - 11,488 (705) (260) (9,796) 500,053
Concession agreements – economic value   652,039 - 6,014 41 (99) (61,218) 596,777
Program contracts (*) 18,337,459 348 1,182,297 846 (3,270) (512,152) 19,005,528
Program contracts – commitments   1,264,992 - - - - (26,483) 1,238,509
Service contracts – São Paulo 17,870,451 4,859 1,205,548 (7,742) (1,203) (605,303) 18,466,610
Software license of use 595,404 - 17,587 - - (66,782) 546,209
Right of use – Other assets 75,052 2,078 - - (31) (31,403) 45,696
Right of use – Investments

26,148

-

-

(26,148)

-

-

-

Total

39,320,871

7,285

2,422,934

(33,708)

(4,863)

(1,313,137)

40,399,382

 

(*) As of June 30, 2023, Concession agreements – equity value, and Program contracts included leases in the amounts of R$ 49,028 and R$ 336,043 (R$ 54,356 and R$ 168,216 as of December 31, 2022), 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. This contract is in the process of termination due to the interest of the Granting Authority in closing it.

 

(c)     Intangible right arising from concession agreements

 

As of June 30, 2024, the amounts not yet disbursed were recorded in “Program contract commitments” under current and noncurrent liabilities, totaling R$ 19,519 and R$ 12,306 (R$ 21,969 and R$ 12,047 as of December 31, 2023), respectively.

 

(d)Public-Private Partnership - PPP

 

SABESP carries out operations related to the São Lourenço PPP. Such transactions, along with their corresponding guarantees and obligations, are supported by a contract established based on Law 11,079/2004.

 
F - 34 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

In June 2008, SABESP and Alto Tietê PPP (SPAT Saneamento S/A) executed a service agreement for 15 years, with operations ending in October 2011 after conclusion of the works. The end of the obligations related to this PPP occurred in February 2024.

 

The amounts recorded in intangible assets are as follows:

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

Alto Tietê 227,072 235,224
São Lourenço

2,471,065

2,556,002

Total

2,698,137

2,791,226

 

As of June 30, 2024 and December 31, 2023, the obligations assumed by the Company are as follows:

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

 

Current liabilities

Noncurrent liabilities

Total liabilities

Current liabilities

Noncurrent liabilities

Total liabilities

             
Alto Tietê - - - 52,762 - 52,762
São Lourenço

439,289

2,786,976

3,226,265

435,164

2,798,688

3,233,852

Total

439,289

2,786,976

3,226,265

487,926

2,798,688

3,286,614

 

 

(e)Amortization of Intangible Assets

 

The average amortization rate totaled 5.2% and 4.9% as of June 30, 2024 and 2023, respectively.

 

(f)Leases and right of use

 

 

Parent Company and Consolidated

Nature

June 30,

2024

December 31,

2023

     
Leases - Concession and Program Contract    
        Cost 582,617 588,600
        Accumulated amortization

(226,139)

(213,921)

  (=) Net 356,478 374,679
     
Right of use – Other assets    
       Vehicles 216,431 205,593
       Properties 20,838 11,566
       Equipment 45 45
       Accumulated amortization

(78,149)

(99,144)

  (=) Net

159,165

118,060

 
 
 
Total - Leases and Right of use

515,643

492,739

 
F - 35 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

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.

 

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

 

Impact on the result

 

Parent Company and Consolidated

Parent Company

 

June 30,

2024

June 30,

2023

     
Right of use amortization (48,250) (44,048)
Financial result – interest expense and inflation adjustment (64,876) (36,464)
Expenses of short-term leases with low value

(12,058)

(14,447)

Reduction of profit for the period

(125,184)

(94,959)

 

(g)Performance Agreements

 

As of June 30, 2024, the accounting balances of the agreements in force recorded in contract asset and intangible assets were R$ 196,797 and R$ 1,967,218 (R$ 183,876 and R$ 2,191,361 as of December 31, 2023), respectively.

 

 

15Property, plant and equipment

 

(a)Statement of financial position details

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

 

Cost

Accumulated depreciation

Net

Annual average depreciation rate

Cost

Accumulated depreciation

Net

Annual average depreciation rate

Land 94,261 - 94,261 - 94,228 - 94,228 -
Buildings 126,351 (45,711) 80,640 2.2% 125,672 (44,726) 80,946 2.2%
 
F - 36 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

 

Cost

Accumulated depreciation

Net

Annual average depreciation rate

Cost

Accumulated depreciation

Net

Annual average depreciation rate

Equipment 458,694 (323,503) 135,191 9.9% 443,380 (313,193) 130,187 14.2%
Transportation equipment 15,056 (11,100) 3,956 14.1% 14,625 (10,384) 4,241 9.9%
Furniture and fixtures 40,732 (16,767) 23,965 6.7% 41,049 (15,876) 25,173 6.8%
Other

162,855

(2,432)

160,423

6.5%

140,548

(764)

139,784

6.5%

Total

897,949

(399,513)

498,436

9.7%

859,502

(384,943)

474,559

9.7%

 

 

(b)Changes

 

 

Parent Company and Consolidated

 

December 31, 2023

Additions

Transfers

Write-offs and disposals

Depreciation

June 30,

2024

Land 94,228 - 33 - - 94,261
Buildings 80,946 1,327 (675) - (958) 80,640
Equipment 130,187 13,169 6,440 (195) (14,410) 135,191
Transportation equipment 4,241 - 6 - (291) 3,956
Furniture and fixtures 25,173 505 (640) (9) (1,064) 23,965
Other

139,784

21,508

688

-

(1,557)

160,423

Total

474,559

36,509

5,852

(204)

(18,280)

498,436

 

 

 

Parent Company

 

December 31, 2022

Additions

Transfers

Write-offs and disposals

Depreciation

June 30,

2023

Land 94,228 - - - - 94,228
Buildings 47,968 2,287 459 - (593) 50,121
Equipment 120,865 23,680 3,820 (387) (13,004) 134,974
Transportation equipment 2,495 - 2,241 - (332) 4,404
Furniture and fixtures 23,496 4,308 660 (54) (786) 27,624
Other

49,887

10,011

-

-

(40)

59,858

Total

338,939

40,286

7,180

(441)

(14,755)

371,209

 
F - 37 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 
16Borrowings and financing

 

 

Parent Company and Consolidated

 Borrowings and financing outstanding balance

June 30, 2024

December 31, 2023

Financial institution

Current

Noncurrent

Total

Current

Noncurrent

Total

Local currency            
 12th issue debentures - - - 45,450 22,385 67,835
 18th issue debentures 34,658 - 34,658 46,962 - 46,962
 22nd issue debentures 175,733 - 175,733 170,957 170616 341,573
 23rd issue debentures 124,898 249,412 374,310 490,810 374,279 865,089
 24th issue debentures - 527,710 527,710 - 512,122 512,122
 26th issue debentures - 1,342,870 1,342,870 - 1,302,042 1,302,042
 27th issue debentures 200,000 498,792 698,792 200,000 498,634 698,634
 28th issue debentures 127,782 1,070,649 1,198,431 127,715 1,070,457 1,198,172
 29th issue debentures - 1,339,603 1,339,603 - 1,314,136 1,314,136
 30th issue debentures 124,988 748,320 873,308 125,000 873,231 998,231
 31st issue debentures - 2,933,954 2,933,954 - - -
 Brazilian Federal Savings Bank 116,217 1,549,737 1,665,954 108,210 1,508,275 1,616,485
 Brazilian Development Bank - BNDES PAC II 9751 7,307 12,722 20,029 7,286 16,316 23,602
 Brazilian Development Bank - BNDES PAC II 9752 4,951 8,663 13,614 4,936 11,107 16,043
 Brazilian Development Bank - BNDES ONDA LIMPA 20,450 - 20,450 27,219 6,766 33,985
 Brazilian Development Bank – BNDES TIETÊ III 201,270 553,422 754,692 200,693 652,175 852,868
 Brazilian Development Bank - BNDES 2015 34,244 343,996 378,240 34,146 360,021 394,167
 Brazilian Development Bank - BNDES 2014 6,657 6,834 13,491 6,638 10,107 16,745
 Inter-American Development Bank – IDB 2202 181,349 1,893,419 2,074,768 181,349 1,983,615 2,164,964
 Inter-American Development Bank – IDB INVEST 41,760 794,291 836,051 39,550 814,840 854,390
 Inter-American Development Bank – IDB INVEST 2022 16,450 428,969 445,419 14,100 438,241 452,341
 Inter-American Development Bank – IDB INVEST 2023 14,100 440,775 454,875 14,100 447,791 461,891
 International Finance Corporation - IFC 2022 26,600 699,168 725,768 22,800 713,910 736,710
 International Finance Corporation - IFC 2023 5,000 981,834 986,834 - 986,651 986,651
 Leases (Concession Agreements, Program Contracts, and Contract Asset) 105,728 208,831 314,559 49,884 259,326 309,210
 Leases (others) 90,947 90,917 181,864 68,499 73,801 142,300
 Other 568 426 994 3,003 2,910 5,913
 Interest and other charges

490,483

-

490,483

377,398

-

377,398

Total in local currency

2,152,140

16,725,314

18,877,454

2,366,705

14,423,754

16,790,459

             
             

 

 
F - 38 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

 

 

Parent Company and Consolidated

 Borrowings and financing outstanding balance

June 30, 2024

December 31, 2023

Financial institution

 

Current

Non
current

 

Total

 

Current

Non
current

 

Total

Foreign currency            
 Inter-American Development Bank - IDB 1212 – US$ 15,417 thousand (US$ 20,556 thousand in December 2023) 57,135 28,567 85,702 49,759 49,759 99,518
 Inter-American Development Bank - IDB 4623 – US$ 152,187 thousand (US$ 152,187 thousand in December 2023) - 820,309 820,309 - 712,449 712,449
 International Bank for Reconstruction and Development (IBRD) – IBRDs 7662 and 8916 - US$ 114,465 thousand (US$ 78,197 thousand in December 2023) 33,796 588,284 622,080 29,433 477,554 506,987
 JICA 15 – ¥ 6,338,365 thousand (¥ 6,914,580 thousand in December 2023) 39,828 179,226 219,054 39,437 197,180 236,617
 JICA 18 – ¥ 5,698,880 thousand (¥ 6,216,960 thousand in December 2023) 35,810 161,035 196,845 35,457 177,168 212,625
 JICA 17 – ¥ 3,320,004 thousand (¥ 3,464,352 thousand in December 2023) 9,977 104,005 113,982 9,879 107,880 117,759
 JICA 19 – ¥ 23,575,734 thousand (¥ 24,482,493 thousand in December 2023) 62,675 750,628 813,303 62,059 774,200 836,259
 Interest and other charges

28,079

-

28,079

23,677

-

23,677

Total in foreign currency

267,300

2,632,054

2,899,354

249,701

2,496,190

2,745,891

             
Total borrowings and financing

2,419,440

19,357,368

21,776,808

2,616,406

16,919,944

19,536,350

 

Exchange rates as of June 30, 2024: US$ 5.5589; ¥ 0.03456 (as of December 31, 2023: US$ 4.8413; ¥ 0.03422).

As of June 30, 2024, the Company did not have balances of borrowings and financing raised during the year, maturing within 12 months.

 
 
F - 39 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

Local currency

Guarantees

Maturity

Annual interest rate

Inflation adjustment

         
12th issue debentures Own funds 2025 TR + 9.5%  
18th issue debentures Own funds 2024 TJLP + 1.92 % (series 1 and 3) and 8.25% (series 2) IPCA (series 2)
22nd issue debentures Own funds 2025 CDI + 0.58% (series 1) and 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)
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) and CDI+ 1.80% (series 2) and 2.25% (series 3)  
28th issue debentures Own funds 2028

CDI + 1.20% (series 1) and CDI+ 1.44% (series 2) and

1.60% (series 3)

 
29th issue debentures Own funds 2036

CDI + 1.29% (series 1), 5.3058% (series 2), and

5.4478% (series 3)

IPCA (series 2 and 3)
30th issue debentures Own funds 2029 CDI + 1.30% (series 1) and CDI+ 1.58% (series 2)  
31st issue debentures Own funds 2034 CDI +0.49 (series 1) and CDI+1.10% (series 2) and CDI+1.31% (series 3)  
Brazilian Federal Savings Bank Own funds 2024/2042 5% to 9.5% TR
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%  
Inter-American Development Bank – IDB INVEST 2022 Own funds 2036 CDI + 2.50%  
Inter-American Development Bank – IDB INVEST 2023 Own funds 2036 CDI + 0.50%  
International Finance Corporation - IFC Own funds 2032 CDI + 2.00%  
Leases (Concession Agreements, Program Contracts, and Contract Asset)   2035 7.73% to 10.12% IPC
Leases (others)   2042 9.74% to 15.24%  
Other Own funds 2025 3% (FEHIDRO); TJLP + 1.5% (FINEP)  

 

 
F - 40 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

 

Foreign currency

Guarantees

Maturity

Annual interest rate

Exchange variation

Hedge Cost (*)

           
Inter-American Development Bank - IDB 1212 US$ 15,417 thousand Government 2025 SOFR +5.13% US$ DI -0.47% p.a.
Inter-American Development Bank - IDB 4623 – US$ 152,187 thousand Government 2044 SOFR + 6.55055% US$ DI -0.06% p.a.

International Bank for Reconstruction and Development (IBRD) –

 IBRDs 7662 and 8916 - US$ 114,465 thousand

Government 2034 SOFR + 6.06% and 7.16% US$ DI -0.66% p.a. and DI +0.41% p.a.
JICA 15 ¥ 6,338,365 thousand Government 2029 1.8% and 2.5% Yen DI +0.82% p.a.
JICA 18 ¥ 5,698,880 thousand Government 2029 1.8% and 2.5% Yen DI +0.79% p.a.
JICA 17 – ¥ 3,320,004 thousand Government 2035 1.2% and 0.01% Yen DI -0.25% p.a.
JICA 19 ¥ 23,575,734 thousand Government 2037 1.7% and 0.01% Yen DI +0.32% p.a.
           

 

(*) Operations started in mid-April 2024 and will be effective until December 12, 2024. 

 

 

 
F - 41 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

(i)       Payment schedule – accounting balances as of June 30, 2024

 

 

Parent Company and Consolidated

 

2024

2025

2026

2027

2028

2029

2030 to 2044

TOTAL

LOCAL CURRENCY                
Debentures 362,440 1,319,166 1,219,530 1,395,509 668,031 1,303,628 3,231,065 9,499,369
Brazilian Federal Savings Bank 57,230 119,788 127,262 135,191 143,481 149,106 933,896 1,665,954
BNDES 140,863 261,230 251,277 238,513 84,491 34,244 189,898 1,200,516
IDBs - National 125,654 260,899 330,209 315,069 420,959 383,940 1,974,383 3,811,113
IFCs 11,400 44,200 61,800 80,800 123,600 181,600 1,209,202 1,712,602

Leases (Concession Agreements, Program
Contracts, Contract Asset,and others)

79,774 111,581 85,840 26,941 33,983 23,515 134,789 496,423
Other 284 568 '142 - - - - 994
Interest and other charges

420,751

69,732

-

-

-

-

-

490,483

TOTAL IN LOCAL CURRENCY

1,198,396

2,187,164

2,076,060

2,192,023

1,474,545

2,076,033

7,673,233

18,877,454

FOREIGN CURRENCY                
IDB 28,567 79,398 44,526 44,526 44,526 44,526 619,942 906,011
IBRD 16,898 33,796 33,796 33,796 33,796 49,070 420,928 622,080
JICA 74,145 148,290 148,290 148,290 148,290 148,182 527,697 1,343,184
Interest and other charges

28,079

-

-

-

-

-

-

28,079

TOTAL IN FOREIGN CURRENCY

147.689

261.484

226.612

226.612

226.612

241.778

1,568,567

2,899,354

Total

1,346085

2,448,648

2,302,672

2,418,635

1,701,157

2,317,811

9,241,800

21,776,808

                 

 

 
F - 42 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

(II)       Changes

 

 

Parent Company and Consolidated

 

December

31,

2023

Addition (lease)

Funding

Borrowing costs

Inflation adjustment and exchange rate changes

Inflation adjustment / exchange rate change and incorporated interest- Capitalized

Interest paid

Amortization

Accrued interest

Provision for interest and fees - Capitalized

Expenses with borrowing costs

June

30,

2024

                         
LOCAL CURRENCY                        
Debentures 7,534,818 - 2,940,478 (7,909) 70,056 16,138 (290,862) (871,246) 341,892 80,089 7.057 9,820,511
Brazilian Federal Savings Bank 1,621,014 - 97,832 - 4,623 1,152 (63,154) (54,139) 50,769 12,523 - 1,670,620
BNDES 1,341,472 - - - 2,448 1,186 (49,371) (140,649) 33,017 15,570 119 1,203,792
IDB 2202 2,252,742 - - - - - (132,871) (90,674) 67,512 52,640 478 2,149,827
IDB INVEST 2020 900,367 - - - - - (61,148) (18,670) - 54,782 331 875,662
IFC 2022 757,297 - - - - - (48,744) (11,400) 19,629 26,834 458 744,074
IFC 2023 1,006,642 - - (528) - - (56,058) - 25,693 34,712 711 1,011,172
IDB INVEST 2022 454,543 - - - - - (30,006) (7,050) 29,791 - 128 447,406
IDB INVEST 2023 464,131 - - - - - (30,266) (7,050) 30,127 - 35 456,977
Leases (Concession Agreements,
Program Contracts, and Contract Asset)
309,210 - - - - - (44,136) (5,349) 54,834 - - 314,559
Leases (others) 142,300 80,303 - - - - - (71,115) 30,377 - - 181,865
Other

5,923

-

-

-

7

-

142

(4,958)

126

1

32

989

TOTAL IN LOCAL CURRENCY

16,790,459

80,303

3,038,310

(8,437)

77,134

18,476

(806,758)

(1,282,300)

683,767

277,151

9,349

18,877,454

                         
FOREIGN CURRENCY                        
IDBs 819,455 - - (1,953) 120,752 - (27,698) (25,361) 29,134 - 604 914,933
IBRD 515,015 - 53,213 (1,321) 78,047 1 (16,507) (15,133) 19,935 37 287 633,574
JICA 1,411,421 - - - 10,922 171 (11,220) (71,271) 10,427 294 103 1,350,847
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL IN FOREIGN CURRENCY

2,745,891

-

53,213

(3,274)

209,721

172

(55,425)

(111,765)

59,496

331

994

2,899,354

Total

19,536,350

80,303

3,091,523

(11,711)

286,855

18,648

(862,183)

(1,394,065)

743,263

277,482

10,343

21,776,808

                         

 

 
F - 43 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

 

 

Parent Company

 

December

31,

2022

Addition (lease)

Funding

Borrowing costs

Inflation adjustment and exchange rate changes

Inflation adjustment / exchange rate change and incorporated interest- Capitalized

Interest paid

Amortization

Accrued interest

Provision for interest and fees - Capitalized

Expenses with borrowing costs

June

30,

2023

                         
LOCAL CURRENCY                        
Debentures 8,166,366 - - (1,031) 89,878 12,850 (378,829) (380,984) 320,880 90,200 5,577 7,924,907
Brazilian Federal Savings Bank 1,526,185 - 154,222 - 12,038 3,325 (59,920) (55,702) 47,245 12,984 - 1,640,377
BNDES 1,380,993 - - - 6,605 1,643 (50,962) (124,074) 40,564 9,746 130 1,264,645
IDB 2202 2,450,550 - - - - - (165,514) (90,674) 51,130 111,630 478 2,357,600
IDB INVEST 943,619 - - - - - (71,521) (18,670) 22,661 45,548 333 921,970
IFC 774,525 - - - - - (57,794) (7,600) - 57,104 457 766,692
IDB INVEST 2022 469,327 - - - - - (36,662) (7,050) 36,615 - 128 462,358
IDB INVEST 2023 - - 470,000 - - - (4,484) - 7,626 - - 473,142
Leases (Concession Agreements, Program
Contracts, and Contract Asset)
357,844 - - - - - (27,338) (22,403) 27,338 - - 335,441
Leases (others) 101,374 2,078 - - - - (9,127) (41,711) 18,253 - - 70,867
Other

12,130

-

3,629

-

41

-

(331)

(4,376)

344

6

-

11,443

TOTAL IN LOCAL CURRENCY

16,182,913

2,078

627,851

(1,031)

108,562

17,818

(862,482)

(753,244)

572,656

327,218

7,103

16,229,442

                         
FOREIGN CURRENCY                        
IDBs 532,693 - 136,523 (2,736) (44,715) - (13,838) (26,343) 17,482 - 485 599,551
IBRD 399,762 - 74,076 (1,588) (31,751) - (10,061) (16,014) 13,870 56 228 428,578
JICA 1,803,109 - - - (269,255) - (14,725) (84,058) 12,023 421 103 1,447,618
IDB 1983AB

40,194

-

-

-

(1,813)

-

(1,447)

(38,323)

909

311

169

-

TOTAL IN FOREIGN CURRENCY

2,775,758

-

210,599

(4,324)

(347,534)

-

(40,071)

(164,738)

44,284

788

985

2,475,747

Total

18,958,671

2,078

838,450

(5,355)

(238,972)

17,818

(902,553)

(917,982)

616,940

328,006

8,088

18,705,189

 

 

 
F - 44 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

(a)    Main events in the six-month period ended June 30, 2024

 

Debentures

 

31st Issue Debentures:

 

As of March 05, 2024, the Company raised R$ 2,940.5 million from the 31st issue of simple, unsecured debentures, not convertible into shares, in three series, with the following characteristics:

 

  Value Rate Maturity
Series 1 507,000 CDI + 0.49% p.a. 2029
Series 2 1,734,467 CDI + 1.10% p.a. 2031
Series 3 699,011 CDI + 1.31% p.a. 2034
Total 2,940,478    

 

·The covenants agreed upon for the 31st Issue are:

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/financial expenses equal to or higher than 1.5;

 

Failure to comply with the financial indices above for at least two consecutive quarters, or for two non-consecutive quarters within twelve months (in which case the 30-day cure period does not apply), constitutes a default event that may lead to the early maturity of the Debentures, disposal of operating assets, termination of licenses, loss of concession or loss of the Company’s ability 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 Company’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 Company’s net operating income during the twelve (12) months before the end of each quarter and using the financial information disclosed by the Company. Failure to comply with the limit above constitutes a default event that may lead to the early maturity of the Debentures.

 

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$ 198 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 Debentures.

 

The proceeds from the issue will be used to refinance financial commitments falling due in 2024 and to recompose and reinforce the cash position. The Debentures are characterized as “ESG bonds for the use of sustainable and blue resources”, based on the Company’s commitment to allocate the equivalent amount in projects described in the Sustainable Finance Framework.

 

12th Issue Debentures:

 

On June 04, 2024, the Company made the early final amortization payment of the 12th issue debentures, totaling R$ 49,704.9 million, of which R$ 49,287.5 million in principal and R$ 417.4 million in interest.

 

 

 

 
F - 45 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

23rd Issue Debentures Series 1:

 

On May 10, 2024, the Company made the final amortization payment of series 1 of the 23rd issue debentures, totaling R$ 519,439.9 million, of which R$ 491,755.0 million in principal and R$ 27,684.9 million in interest.

 

Impacts from the privatization:

 

The Company obtained prior and express consent through formalizations or contractual amendments to enable the change of its ownership structure without triggering the occurrence of early maturity outlined in the clauses of the respective contracts with the financial agents IDB INVEST, IBRD, IFC, JICA, BNDES, CEF, and the 22nd, 23rd, 24th, 26th, 27th, 28th, 29th, and 30th Issue Debentures.

 

Amendments to the contracts with IDB Invest and IDB Invest with PROPARCO were signed, changing the description and concept of Net Debt to align with the criterion already used by IFC, including in the net debt the net and low-risk financial investments, as well as considering the mark-to-market value of hedge operations on foreign currency-denominated debt.

 

The Indentures of the 22nd, 23rd, 24th, 26th, 27th, 28th, 29th, and 30th Issue Debentures were amended to change the definition of “Net Debt” used in the calculation of the “Net Debt/EBITDA” financial ratio, which will become effective with the following wording:

 

Net Debt”: on any calculation date, means the total short-and long-term loans and financings of the Issuer less (i) accrued interest and financial charges; (ii) cash and cash equivalents; (iii) the balance of financial investments; and (iv) the net value of mark-to-market of hedge operations on foreign currency debt, to be informed by the Issuer.”

 

The 31st Issue Debentures will adopt the aforementioned definition of Net Debt, as permitted in its indenture.

 

FINEP:

 

As of April 26, 2024, the Company paid the final amortization of FINEP, totaling R$ 4,065.4, recorded under Other loans.

 

(b)Lease

 

The Company has lease agreements signed as Assets Lease. During the construction period, work costs are capitalized to contract assets and the lease amount is recorded in 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. See Note 14 (f).

 

(c)Covenants

 

The table below shows the most restrictive covenants as of June 30, 2024.

 

 

Covenants

Adjusted EBITDA / Adjusted Financial Expenses Equal to or higher than 2.80
EBITDA / Financial Expenses Paid Equal to or higher than 2.35
 
F - 46 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

Notes to the Quarterly Information

 

 

Adjusted Net Debt / Adjusted EBITDA Equal to or lower than 3.80
Net Debt / Adjusted EBITDA Equal to or lower than 3.50
Other Onerous Debt (1) / Adjusted EBITDA Equal to or lower than 1.30
   
(1) The contractual definition of “Other Onerous Debts” corresponds to the sum of pension plan obligations and healthcare plan, installment payments of tax debts, and installment payments of debts with the electricity supplier.

 

As of June 30, 2024, and December 31, 2023, the Company met the requirements set forth by its borrowings and financing agreements.

 

(d)Borrowings and financing – Credit limited
 
 

Parent Company and Consolidated

Agent

 

June 30, 2024

    (in millions of reais (*))
Brazilian Federal Savings Bank   836
Brazilian Development Bank (BNDES)   30
Inter-American Development Bank (IDB)   822
International Bank for Reconstruction and Development (IBRD)   1,092
Other  

-

TOTAL  

2,780

 

(*) Brazilian Central Bank’s exchange rate as of June 30, 2024 (US$ 1.00 = R$ 5.5589).

 

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

 

(e)Derivative financial instruments

 

The Company contracted derivative financial instruments (hedge) with Bank of America Merrill Lynch, Múltiplo S.A., CitiBank S.A., Itaú Unibanco Holding S.A., J.P. Morgan, and Banco Santander (Brazil) S.A., used from April 10, 2024 to April 16, 2024, to mitigate the exchange risk, with a corresponding CDI variation plus an interest percentage, as described in Note 4.1. As of June 30, 2024, 12 swap transactions were in effect, with a notional value of US$ 272,009 thousand and ¥ 38,932,983 thousand to hedge the interest rate and exchange variation, converting the financial charges into an average cost of approximately CDI+0.13% p.a.

 
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Notes to the Quarterly Information

 
17Taxes and contributions

 

(a)Current assets

 

 

Parent Company

 

June 30, 2024

December 31, 2023

Recoverable taxes    
Income tax and social contribution 279,033 462,642
Withheld income tax (IRRF) on financial investments 24,293 29,953
Other federal taxes

3,072

2,050

Total

306,398

494,645

 

 

Consolidated

 

June 30, 2024

December 31, 2023

Recoverable taxes    
Income tax and social contribution 279,033 462,642
Withheld income tax (IRRF) on financial investments 24,316 29,955
Other federal taxes

3,074

2,050

Total

306,423

494,647

 

 

(b)Current liabilities

 

 

Parent Company

 

June 30, 2024

December 31, 2023

Taxes and contributions payable    
Income tax and social contribution 162,927 205,587
Cofins and Pasep 151,934 141,576
INSS (social security contribution) 43,946 44,556
IRRF (withholding income tax) 11,773 64,770
Other

39,309

54,979

Total

409,889

511,468

 

 

Consolidated

 

June 30, 2024

December 31, 2023

Taxes and contributions payable    
Income tax and social contribution 164,047 205,964
Cofins and Pasep 152,071 141,703
INSS (social security contribution) 43,946 44,556
IRRF (withholding income tax) 11,773 64,770
Other

39,322

54,979

Total

411,159

511,972

 
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Notes to the Quarterly Information

 
18Deferred taxes and contributions

 

(a)Statement of financial position details

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

Deferred income tax assets    
Provisions 696,662 666,131
Pension plan obligations - G1 129,862 135,231
Donations of underlying assets on concession agreements 44,007 45,140
Allowance for doubtful accounts 199,927 182,519
Other

391,652

382,767

Total deferred tax asset

1,462,110

1,411,788

     
Deferred income tax liabilities    
Temporary difference on concession of intangible asset (321,845) (329,060)
Capitalization of borrowing costs (465,940) (465,510)
Profit on supply to government entities (346,265) (348,514)
Actuarial gain – G1 Plan (121,425) (121,425)
Construction margin (39,207) (40,579)
Borrowing costs (4,763) (8,624)
Derivative financial instruments

(31,914)

-

Total deferred tax liabilities

(1,331,359)

(1,313,712)

     
Deferred tax asset, net

130,751

98,076

 

 

(b)Changes

 

 

Parent Company and Consolidated

Deferred income tax assets

December 31,

2023

Net

change

June 30,

2024

Provisions 666,131 30,531 696,662
Pension plan obligations - G1 135,231 (5,369) 129,862
Donations of underlying assets on concession agreements 45,140 (1,133) 44,007
Allowance for doubtful accounts 182,519 17,408 199,927
Other

382,767

8,885

391,652

Total

1,411,788

50,322

1,462,110

       
Deferred income tax liabilities      
Temporary difference on concession of intangible asset (329,060) 7,215 (321,845)
Capitalization of borrowing costs (465,510) (430) (465,940)
Profit on supply to government entities (348,514) 2,249 (346,265)
 
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Notes to the Quarterly Information

 

 

Actuarial gain – G1 (121,425) - (121,425)
Construction margin (40,579) 1,372 (39,207)
Borrowing costs (8,624) 3,861 (4,763)
Derivative financial instruments

-

(31,914)

(31,914)

Total

(1,313,712)

(17,647)

(1,331,359)

       
Deferred tax asset, net

98,076

32,675

130,751

 

 

 

Parent Company

Deferred income tax assets

December 31,

2022

Net

change

June 30,

2023

Provisions 560,404 37,798 598,202
Pension plan obligations - G1 141,606 (9,547) 132,059
Donations of underlying assets on concession agreements 46,088 (378) 45,710
Allowance for doubtful accounts 199,363 18,398 217,761
Other

171,798

41,171

212,969

Total

1,119,259

87,442

1,206,701

       
Deferred income tax liabilities      
Temporary difference on concession of intangible asset (353,817) 6,995 (346,822)
Capitalization of borrowing costs (457,669) (13,595) (471,264)
Profit on supply to government entities (346,650) 2,749 (343,901)
Actuarial gain – G1 (93,561) - (93,561)
Construction margin (43,323) 1,372 (41,951)
Borrowing costs

(13,517)

2,401

(11,116)

Total

(1,308,537)

(78)

(1,308,615)

       
Deferred tax liability, net

(189,278)

87,364

(101,914)

 

 
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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:

 

 

Parent Company

Consolidated (ii)

 

April to June

2024

January to June 2024

April to June 2023

January to June

2023

April to June

2024

January to June

2024

             
Profit before income taxes 1,753,538 3,076,420 1,056,834 2,189,778 1,754,665 3,078,526
Statutory rate

34%

34%

34%

34%

34%

34%

             
Estimated expense at statutory rate (596,203) (1,045,983) (359,323) (744,525) (596,586) (1,046,699)
Tax benefit of interest on capital 50,214 50,214 44,492 44,492

 

50,214

50,214
Permanent differences            
Provision Law 4,819/1958 – G0 (i) (7,459) (14,014) - - (7,459) (14,014)
Donations (2,403) (3,496) (10,158) (20,930) (2,403) (3,496)
     Tax Incentives (1,360) (1,360) - - (1,360) (1,360)
Agreement with AAPS 452 (54,760) (3,406) (4,472) 452 (54,760)
Other differences

12,686

25,740

15,304

26,612

11,942

24,350

             
Income tax and social contribution

(544,073)

(1,043,659)

(313,091)

(698,823)

(545,200)

(1,045,765)

             
Current income tax and social contribution (559,538) (1,076,334) (402,699) (786,187) (560,665) (1,078,440)
Deferred income tax and social contribution 15,465 32,675 89,608 87,364 15,465 32,675
Effective rate 31% 34% 30% 32% 31% 34%

 

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

(ii) SABESP Olímpia uses presumed profit as its taxation regime.

 

 

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 3.16 to the Annual Financial Statements as of December 31, 2023. The terms and payment amounts are defined based on the outcome of these lawsuits.

 
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Notes to the Quarterly Information

 

 

 

Parent Company and Consolidated

 

June 30, 2024

 

December 31, 2023

 

 

Provisions

Escrow deposits

Provisions net of deposits

 

Provisions

Escrow deposits

Provisions net of deposits

Customer claims (i) 157,572 (6,028) 151,544   175,255 (6,060) 169,195
Supplier claims (ii)  400,175 (93,688)  306,487   334,273 (90,973) 243,300
Other civil claims (iii)  120,702  (1,461)  119,241   128,036 (1,229) 126,807
Tax claims (iv)  105,831  (4,125)  101,706   101,770 (18,223) 83,547
Labor claims (v)  737,491 (15,841)  721,650   727,133 (16,235) 710,898
Environmental claims (vi)

527,235

(57)

527,178

 

492,740

(55)

492,685

Total

2,049,006

(121,200)

1,927,806

 

1,959,207

(132,775)

1,826,432

               
Current 1,122,553 - 1,122,553   1,064,367 - 1,064,367
Noncurrent 926,453 (121,200) 805,253   894,840 (132,775) 762,065

 

 

(II)Changes

 

 

Parent Company and Consolidated

 

December

31,

2023

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

June

30,

2024

Customer claims (i) 175,255 1,526 8,492  (21,487)  (6,214) 157,572
Supplier claims (ii) 334,273  38,454 38,449  (3,835)  (7,166) 400,175
Other civil claims (iii) 128,036  36,008 9,469  (44,693)  (8,118) 120,702
Tax claims (iv) 101,770 17,973  6,236  (15,038)  (5,110) 105,831
Labor claims (v) 727,133 44,578 26,319  (35,508)  (25,031) 737,491
Environmental claims (vi)

492,740

106,234

154,676

-

(226,415)

527,235

Subtotal 1,959,207 244,773 243,641  (120,561)  (278,054) 2,049,006
Escrow deposits

(132,775)

(5,236)

(3,960)

19,123

1,648

(121,200)

Total

1,826,432

239,537

239,681

(101,438)

(276,406)

1,927,806

 

 
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Notes to the Quarterly Information

 

 

 

 

Parent Company

 

December 31,

2022

Additional provisions

Interest and inflation adjustment

Use of the accrual

Amounts not used

(reversal)

June 30,

2023

Customer claims (i) 151,023 3,077 7,493 (22,863) (1,421) 137,309
Supplier claims (ii) 257,080 29,476 10,223 (31,401) (140) 265,238
Other civil claims (iii) 99,462 59,599 15,352 (10,292) (12,654) 151,467
Tax claims (iv) 79,532 11,788 3,176 (277) (811) 93,408
Labor claims (v) 654,277 24,654 27,181 (20,713) (30,583) 654,816
Environmental claims (vi)

406,872

31,776

32,739

-

(14,207)

457,180

Subtotal 1,648,246 160,370 96,164 (85,546) (59,816) 1,759,418
Escrow deposits

(37,462)

(55,112)

(1,488)

1,429

1,546

(91,087)

Total

1,610,784

105,258

94,676

(84,117)

(58,270)

1,668,331

 

 

(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:

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

Customer claims (i) 169,333 158,584
Supplier claims (ii) 970,493 968,752
Other civil claims (iii) 630,853 695,097
Tax claims (iv) 1,331,436 1,067,350
Labor claims (v) 2,720,201 3,093,735
Environmental claims (vi)

4,736,581

4,158,504

Total

10,558,897

10,142,022

 

 

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

 

(i)Customer claims

 

Refer mainly to lawsuits from customers claiming that their tariffs should be equal to those of other consumer categories, lawsuits for reduction of sewage tariff due to system losses, consequently requiring the refund of amounts charged by the Company, and lawsuits for reduction of tariff for being eligible to the Social Welfare Entity category.

 

 

 

 
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Notes to the Quarterly Information

 
(ii)Supplier claims

 

Include lawsuits filed by some suppliers alleging underpayment of inflation 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, and 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.

 

(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 the provision of fines for non-compliance and imposition of compensation for environmental damages allegedly caused by the Company.

 

The main objects in which the Company is involved are: a) blame SABESP for discharging or releasing sewage without proper treatment; b) invest in the water and sewage treatment system of the municipality, under penalty of paying a fine; c) pay compensation for environmental damages; amongst others.

 

(d)Guarantee insurance

 

As of May 22, 2024, the Company renewed the agreement, effective for one year for the issue of policies under several types of guarantee insurance. The limit that can be used as Guarantee Insurance for Excrow Deposit is R$ 900 million. The Guarantee Insurance for Escrow Deposit is used in legal claims, where instead of immediately disbursing cash, the Company uses the guarantee provided by the insurance until the end of these proceedings, limited to up to five years. As of June 30, 2024, R$ 629.1 million was available for use.

 

 
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Notes to the Quarterly Information

 

 

20Labor liabilities and pension plan obligations

 

 

Parent Company and Consolidated

 

June 30, 2024

December 31, 2023

Salaries and payroll charges 33,850 69,885
Provision for vacation 248,019 256,415
Provision for Christmas bonus 52,493 -
Healthcare plan (i) 117,251 86,147
Provision for profit sharing (ii) 55,385 97,514
Incentivized Dismissal Program - IDP (iii) 67,945 290,202
Consent Decree (TAC) 5,281 6,093
Knowledge Retention Program (KRP)

904

1,184

Total

581,128

807,440

 

(i)Healthcare plan

 

Benefits granted are paid after the event, free of choice, and are sponsored by the contributions of SABESP and the employees. In the second quarter of 2024, the Company contributed 8.3%, on average, of gross payroll, totaling R$ 147,196 (8.4% in the second quarter of 2023, totaling R$ 69,305) in expenses with salaries, payroll, and benefits.

 

The agreement entered into between SABESP and AAPS (Sabesp’s Association of Retirees and Pensioners) regarding financial compensation for 60 months for the VIVEST health plan operator regarding the migration of retirees, former employees, pensioners, and dependents between health plans is recorded in this line.

 

Until the ratification of the agreement, SABESP was responsible for transferring to VIVEST the amounts referring to deficits in the health plans of retirees, former employees, pensioners, and dependents, and for ensuring that each individual reimbursed the Company for the deficit.

 

In the first quarter of 2024, the Company recognized the obligations related to the agreement, considering the entire population migrated or those in negotiations for health plan migration, with a total impact of R$ 162,388 on the period’s result, under the general expenses line.

 

Until June 30, 2024, the total amount accrued was R$ 142,494, of which R$ 30,679 in this line under current liabilities, and R$ 111,815 in “Other Other Obligations” under noncurrent liabilities.

 

(ii)Provision for profit sharing

 

Based on an agreement with the labor union, the Profit Sharing Program corresponds to up to one month’s salary for each employee, depending on the achievement of the goals established, from January to December, and should be paid in the subsequent year.

 

(iii)Incentivized Dismissal Program - IDP

 

In June 2023, the Company implemented the Incentivized Dismissal Program (PDI or Program) to pacifically reduce the workforce and provide gains in efficiency, increase of competitiveness, and optimization of costs (further details in Note 21 to the Annual Financial Statements as of December, 31, 2023).

 

 
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Notes to the Quarterly Information

 

As of June 30, 2024, R$ 111,936 was recorded due to the provision for compensation incentives for employees who joined the program, of which R$ 67,945 in this line under current liabilities and R$ 43,991 in noncurrent liabilities under “Labor Obligations”. These amounts mainly refer to Health Plan disbursements that will be implemented for 24 consecutive and uninterrupted months, extending approximately until June 2026.

 

 

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), whereby only the latter is open for new adhesions. See the reconciliation of expenses with such plans in item (v).

 

Defined benefit plans

 

Summary of pension plan obligations- Liabilities

 

 

Parent Company and Consolidated

 

G1 Plan

G0 Plan

Total

Pension plan obligations as of December 31, 2023 (44,249) (2,098,622) (2,142,871)
(Expenses) recognized in 2024                            (3,123)                            (94,637)                          (97,760)
Payments made in 2024                           20,025                              101,395                             121,420
Pension plan obligations as of June 30, 2024                         (27,347)                      (2,091,864)             (2,119,211)

 

 

 

Parent Company

 

G1 Plan

G0 Plan

Total

Pension plan obligations as of December 31, 2022 (148,116) (2,002,075) (2,150,191)
(Expenses) / revenues recognized in 2023 8,768 (112,610) (103,842)
Payments made in 2023

20,482

97,907

118,389

Pension plan obligations as of June 30, 2023

(118,866)

(2,016,778)

(2,135,644)

 

 

(i)G1 Plan

 

The defined benefit plan (“G1 Plan”) managed by SABESPREV 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 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 in the “Balances and transactions with related parties” line, limited to the amounts considered virtually certain to be reimbursed by the São Paulo State.

 
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Notes to the Quarterly Information

 

 

(iii)Sabesprev Mais Plan

 

Managed by SABESPREV, the sponsor's contributions correspond to the result obtained by applying a percentage of 100% to the basic contribution made by the participant.

 

(ii)VIVEST Plan

 

Managed by VIVEST, the sponsor's contributions correspond to the result obtained by applying a percentage of 100% to the basic contribution made by the participant.

 

(v)Reconciliation of expenditures with pension plan obligations

 

 

 

Parent Company and Consolidated

Parent Company

 

April to June 2024

January to June 2024

April to June 2023

January to June 2023

         
G1 Plan (i)                       1,563 3,123 (4,384) (8,768)
G0 Plan (ii)                    47,318 94,637 56,305 112,610
Sabesprev Mais Plan (iii)                       6.590 13,340 7,068 13,561
VIVEST Plan (iv)

220

409

152

234

Subtotal                     55,691 111,509 59,141 117,637
Capitalized                    (1,034) (2,184) (614) (1,378)
Reimbursement of additional retirement and pension benefits paid (G0)                    (25,381) (53,421) (26,429) (51,051)
Other

1,589

3,094

1,495

3,048

                       
Pension plan obligations (Note 27)

30,865

58,998

33,593

68,256

 

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. The amounts payable to the municipal governments related to transfers provided for in the concession agreements are also recorded. The parent company’s balances as of June 30, 2024, and December 31, 2023, were R$ 847,120 and R$ 749,226, respectively. The consolidated balances as of June 30, 2024, and December 31, 2023, were R$ 850,609 and R$ 750,732, respectively.

 

 

23Equity

 

(a)Share capital

 

As of June 30, 2024, and December 31, 2023, the Company’s 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:

 
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Notes to the Quarterly Information

 

 

 

June 30, 2024

December 31, 2023

 

Number of shares

%

Number of shares

%

 São Paulo State 343,506,664(1) 50.3 343,506,664(2) 50.3
 Other shareholders        
   In Brazil (3) 273,890,903 40.1 262,118,658 38.3
   Abroad (4)

66,112,302

9.6

77,884,547

11.4

         
 Total

683,509,869

100.0

683,509,869

100.0

 

(1)Includes 123,031,680 shares held by the São Paulo State Treasury Department and 220,474,984 shares held by the Investment Partnerships Secretariat.
(2)Shares held by the São Paulo State Treasury Department.
(3)It includes six shares held by Cia Paulista de Parcerias – CPP, a company controlled by the São Paulo State Government.
(4)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.

 

As of December 8, 2023, the São Paulo State enacted State Law 17,853/2023, authorizing the Company’s privatization proposal and its general guidelines. As of July 22, 2024, the secondary public offering for the distribution of Company shares held by the São Paulo State (“Offering”) was concluded, and the São Paulo State, as the selling shareholder, disposed of 220,470,000 shares, considering the shares from the supplemental lot, totaling R$ 14,771,490.

 

The Offering structuring included the selection of a professional investor to act as a reference investor for the Company after the Offering through the priority allocation of common shares subject to the Offering. A total of 102,526,480 common shares subject to the Offering, representing 15% of the Company’s total voting share capital were allocated on a priority basis to Equatorial Participações e Investimentos IV S.A., which was selected as the reference investor, as disclosed to the market.

 

Furthermore, upon the settlement of the Offering, the Company’s new Bylaws came into effect and provide for the conversion of one common share held by the São Paulo State into one special class preferred share held by the São Paulo State, as approved at the Company’s Extraordinary Shareholders’ Meeting held on May 27, 2024. The special class preferred share with no voting rights will have veto rights on the social resolutions related to the following matters, under State Law 17,853, of December 08, 2023: (i) change of the Company's name and headquarters; (ii) change of the corporate purpose that implies the suppression of the primary activity of providing water supply and sewage services; and (iii) limits on the exercise of voting rights attributed to shareholders or Group of Shareholders.

 

(b)Interest on capital

 

The Annual Shareholders’ Meeting of April 25, 2024, approved the distribution of dividends as interest on capital totaling R$ 836,839, corresponding to minimum mandatory dividends and R$ 147,689 as minimum supplementary dividends, totaling R$ 984,528, paid on June 24, 2024.

 

 

24Earnings per share

 

Basic and diluted

 

Basic earnings per share are calculated by dividing the equity attributable to owners by the weighted average number of outstanding common shares during the period. 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.

 
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Notes to the Quarterly Information

 

 

 

Parent Company and Consolidated

Parent Company

 

April to June 2024

January to June 2024

April to June 2023

January to June 2023

         
Profit attributable to the Company’s owners 1,209,465 2,032,761 743,743 1,490,955
Weighted average number of common shares issued

683,509,869

683,509,869

683,509,869

683,509,869

         
Basic and diluted earnings per share (reais per share)

1.76949

2.97400

1.08812

2.18132

 

 

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

 

Parent Company

 

April to June 2024

 

Sanitation (i)

Reconciliation to
the income
statement (ii)

Balance according to
the financial
statements

Gross operating revenue 5,924,941 1,271,834 7,196,775
Gross sales deductions

(456,924)

-

(456,924)

Net operating revenue

5,468,017

1,271,834

6,739,851

Costs, selling, general, and administrative expenses

(3,297,493)

(1,243,240)

(4,540,733)

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

2,170,524

28,594

2,199,118

Other operating income (expenses), net     6,811
Equity accounting     1,295
Financial result, net    

(453,686)

Income from operations before taxes    

1,753,538

Depreciation and amortization (788,206)   (788,206)

 

 

 

Parent Company

 

January to June 2024

 

Sanitation (i)

Reconciliation to
the income
statement (ii)

Balance according to
the financial
statements

Gross operating revenue 11,577,516 2,608,252 14,185,768
Gross sales deductions

(894,204)

-

(894,204)

Net operating revenue

10,683,312

2,608,252

13,291,564

Costs, selling, general, and administrative expenses

(6,900,084)

(2,549,611)

(9,449,695)

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

3,783,228

58,641

3,841,869

Other operating income (expenses), net     13,896
 
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Notes to the Quarterly Information

 

 

 

Parent Company

 

January to June 2024

 

Sanitation (i)

Reconciliation to
the income
statement (ii)

Balance according to
the financial
statements

Equity accounting     10,133
Financial result, net    

(789,478)

Income from operations before taxes    

3,076,420

Depreciation and amortization (1,560,758)   (1,560,758)

 

 

 

Parent Company

 

April to June 2023

 

Sanitation (i)

Reconciliation to
the income
statement (ii)

Balance according to
the financial
statements

Gross operating revenue 5,192,276 1,263,234 6,455,510
Gross sales deductions

(300,973)

-

(300,973)

Net operating revenue

4,891,303

1,263,234

6,154,537

Costs, selling, general, and administrative expenses

(3,909,358)

(1,234,832)

(5,144,190)

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

981,945

28,402

1,010,347

Other operating income (expenses), net     50,487
Equity accounting     10,047
Financial result, net    

(14,047)

Income from operations before taxes    

1,056,834

Depreciation and amortization (670,772) -    (670,772)

 

 

 

Parent Company

 

January to June 2023

 

Sanitation (i)

Reconciliation to
the income
statement (ii)

Balance according to
the financial
statements

Gross operating revenue 10,101,550 2,442,768 12,544,318
Gross sales deductions

(691,412)

-

(691,412)

Net operating income

9,410,138

2,442,768

11,852,906

Costs, selling, general, and administrative expenses

(7,083,206)

(2,387,847)

(9,471,053)

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

2,326,932

54,921

2,381,853

Other operating income (expenses), net     65,120
Equity accounting     16,381
Financial result, net    

(273,576)

Income from operations before taxes    

2,189,778

Depreciation and amortization (1,327,916) - (1,327,916)
 
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Notes to the Quarterly Information

 

 

 

 

Consolidated

 

April to June 2024

 

Sanitation (i)

Reconciliation to
the income
statement (ii)

Balance according to
the financial
statements

Gross operating revenue 5,932,950 1,273,848 7,206,798
Gross sales deductions

(457,305)

-

(457,305)

Net operating revenue

5,475,645

1,273,848

6,749,493

Costs, selling, general, and administrative expenses

(3,302,401)

(1,245,208)

(4,547,609)

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

2,173,244

28,640

2,201,884

Other operating income (expenses), net     6,810
Equity accounting     7,914
Financial result, net    

(461,943)

Income from operations before taxes    

1,754,665

Depreciation and amortization (789,440) - (789,440)

 

 

 

Consolidated

 

January to June 2024

 

Sanitation (i)

Reconciliation to
the income
statement (ii)

Balance according to
the financial
statements

Gross operating revenue 11,594,050 2,610,626 14,204,676
Gross sales deductions

(894,936)

-

(894,936)

Net operating revenue

10,699,114

2,610,626

13,309,740

Costs, selling, general, and administrative expenses

(6,909,848)

(2,551,932)

(9,461,780)

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

3,789,266

58,694

3,847,960

Other operating income (expenses), net     13,896
Equity accounting     16,807
Financial result, net    

(800,137)

Income from operations before taxes    

3,078,526

Depreciation and Amortization (1,563,225) - (1,563,225)

 

(i)See Note 31 for further information about non-cash items, other than depreciation and amortization that impact segment results, and for additional information on long-lived assets.
(ii)Construction revenue and related costs are not reported to the CODM. Revenue from construction is recognized under ICPC 01 (R1) / IFRIC 12 (Concession Agreements) and CPC 47/IFRS 15 (Revenue from Contracts with Customers), as all performance obligations are met over time. See Note 13 (b) for further information.

 

 
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Notes to the Quarterly Information

 

 

26Operating revenue

 

Reconciliation from gross operating revenue to net operating revenue:

 

 

Parent Company

Consolidated

 

April to June

2024

January to June

2024

April to June

2023

January to June

2023

April to June

2024

January to June

2024

             
Revenue from sanitation services (i) 5,924,941 11,577,516 5,192,276 10,101,550 5,932,950 11,594,050
Construction revenue 1,271,834 2,608,252 1,263,234 2,442,768 1,273,848 2,610,626
Sales tax (430,107) (840,569) (278,821) (649,119) (430,473) (841,259)
Regulation, Control, and Oversight Fee (TRCF) (ii)

(26,817)

(53,635)

(22,152)

(42,293)

(26,832)

(53,677)

Net revenue

6,739,851

13,291,564

6,154,537

11,852,906

6,749,493

13,309,740

 

(i) Includes R$ 29,235 and R$ 57,646 referring to the TRCF charged from customers from April to June and from January to June 2024 (R$ 25,734 and R$ 49,754 from April to June and from January to June to June 2023), respectively, referring to the municipalities regulated by ARSESP.

 

27Operating costs and expenses

 

 

Parent Company

Consolidated

 

April to June

2024

January to June

2024

April to June

2023

January to June

2023

April to

June

2024

January to June

2024

Operating costs            
Salaries, payroll charges, and benefits (530,765) (1,036,252) (1,023,410) (1,607,266) (531,037) (1,036,728)
Pension plan obligations (5,844) (11,653) (2,185) (3,841) (5,844) (11,653)
Construction costs (Note 25) (1,243,240) (2,549,611) (1,234,832) (2,387,847) (1,245,208) (2,551,932)
General supplies (82,324) (195,337) (85,782) (171,613) (82,745) (196,185)
Treatment supplies (124,069) (265,371) (138,538) (303,437) (124,260) (265,630)
Outsourced services (476,788) (980,216) (480,652) (916,136) (477,486) (982,231)
Electricity (385,075) (778,297) (385,990) (781,016) (386,438) (780,259)
General expenses (275,681) (559,197) (239,827) (466,995) (275,873) (559,389)
Depreciation and amortization

(734,920)

(1,453,999)

(619,459)

(1,226,247)

(736,154)

(1,456,466)

  (3,858,706) (7,829,933) (4,210,675) (7,864,398) (3,865,045) (7,840,473)
             
Selling expenses            
Salaries, payroll charges, and benefits (67,959) (130,020) (135,845) (206,363) (67,991) (130,105)
Pension plan obligations (845) (1,685) (252) (437) (845) (1,685)
General supplies (1,445) (3,258) (2,027) (3,094) (1,460) (3,319)
Outsourced services (112,473) (213,442) (102,617) (211,793) (112,684) (213,750)
Electricity (203) (413) (186) (377) (203) (413)
General expenses (26,403) (52,983) (27,424) (55,050) (26,451) (53,080)
Depreciation and amortization

(16,952)

(34,321)

(16,886)

(33,780)

(16,952)

(34,321)

 
F - 62 

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Notes to the Quarterly Information

 

 

 

Parent Company

Consolidated

 

April to June

2024

January to June

2024

April to June

2023

January to June

2023

April to

June

2024

January to June

2024

  (226,280) (436,122) (285,237) (510,894) (226,586) (436,673)
             
Bad debt expense, net of recoveries (Note 9 (c)) (71,645) (262,163) (217,426) (380,231) (71,645) (262,163)
             
Administrative expenses            
Salaries, payroll charges, and benefits (118,649) (230,931) (154,587) (209,728) (118,831) (231,333)
Pension plan obligations (24,176) (45,660) (31,156) (63,978) (24,176) (45,660)
General supplies (1,106) 23,454 (2,556) (3,158) (1,069) 23,441
Outsourced services (73,006) (149,608) (59,877) (140,144) (73,013) (150,024)
Electricity (310) (683) (597) (1,181) (417) (789)
General expenses (111,240) (405,980) (128,337) (188,348) (111,198) (406,008)
Depreciation and amortization (36,334) (72,438) (34,427) (67,889) (36,334) (72,438)
Tax expenses

(19,281)

(39,631)

(19,315)

(41,104)

(19,295)

(39,660)

  (384,102) (921,477) (430,852) (715,530) (384,333) (922,471)
             

 

Operating costs and expenses

           
Salaries, payroll charges, and benefits (717,373) (1,397,203) (1,313,842) (2,023,357) (717,859) (1,398,166)
Pension plan obligations (Note 21 (v)) (30,865) (58,998) (33,593) (68,256) (30,865) (58,998)
Construction costs (Note 25) (1,243,240) (2,549,611) (1,234,832) (2,387,847) (1,245,208) (2,551,932)
General supplies (84,875) (175,141) (90,365) (177,865) (85,274) (176,063)
Treatment supplies (124,069) (265,371) (138,538) (303,437) (124,260) (265,630)
Outsourced services (662,267) (1,343,266) (643,146) (1,268,073) (663,183) (1,346,005)
Electricity (385,588) (779,393) (386,773) (782,574) (387,058) (781,461)
General expenses (413,324) (1,018,160) (395,588) (710,393) (413,522) (1,018,477)
Depreciation and amortization (788,206) (1,560,758) (670,772) (1,327,916) (789,440) (1,563,225)
Tax expenses (19,281) (39,631) (19,315) (41,104) (19,295) (39,660)
Bad debt expense, net of recoveries (Note 9 (c))

(71,645)

(262,163)

(217,426)

(380,231)

(71,645)

(262,163)

 

(4,540,733)

(9,449,695)

(5,144,190)

(9,471,053)

(4,547,609)

(9,461,780)

 

 
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Notes to the Quarterly Information

 

 

 

28Financial income (expenses)

 

 

Parent Company

Consolidated

 

April to June

2024

January to June

2024

April to June

2023

January to June

2023

April to

June

2024

January to

June

2024

Financial expenses            
Interest and charges on borrowings and financing – local currency (321,934) (598,556) (253,960) (527,066) (321,934) (598,556)
Interest and charges on borrowings and financing – foreign currency (30,777) (59,496) (23,235) (44,284) (30,777) (59,496)
Other financial expenses (179,938) (355,093) (77,925) (179,656) (179,970) (355,131)
Inflation adjustment on borrowings and financing (23,099) (77,134) (38,054) (108,562) (23,099) (77,134)
Other inflation adjustments (9,090) (22,354) (45,404) (95,867) (14,980) (28,245)
Interest and inflation adjustment on provisions

(62,668)

(106,970)

(44,351)

(89,965)

(62,668)

(106,969)

Total financial expenses

(627,506)

(1,219,603)

(482,929)

(1,045,400)

(633,428)

(1,225,531)

             
Financial revenue            
Inflation adjustment gains 108,985 164,866 50,194 110,508 108,985 164,866
Income on financial investments 162,184 274,956 95,348 198,565 162,276 275,089
Interest income 42,728 135,660 68,787 135,347 40,300 130,794
Cofins and Pasep (15,724) (27,339) (9,928) (20,716) (15,724) (27,339)
Other

86

88

-

17

87

90

Total financial income

298,259

548,231

204,401

423,721

295,924

543,500

             
Financial income (expenses), net of exchange rate changes

(329,247)

(671,372)

(278,528)

(621,679)

(337,504)

(682,031)

             
Exchange gain (losses)            
Exchange rate changes on borrowings and financing (216,055) (209,721) 263,709 347,534 (216,055) (209,721)
Gains (losses) with derivative financial instruments 91,617 91,617 - - 91,617 91,617
Exchange rate changes on assets - 3 772 571 3 2
Other exchange rate changes

(1)

(5)

-

(2)

(4)

(4)

Exchange rate changes, net

(124,439)

(118,106)

264,481

348,103

(124,439)

(118,106)

             
Financial income (expenses)

(453,686)

(789,478)

(14,047)

(273,576)

(461,943)

(800,137)

 
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Notes to the Quarterly Information

 

 

 

29Other operating income (expenses), net

 

 

Parent Company

Consolidated

 

April to June

2024

January to June

2024

April to June

2023

January to June

2023

April to

June

2024

January to June

2024

             
Other operating income, net 14,179 24,470 58,609 78,960 14,179 24,470
Other operating expenses

(7,368)

(10,574)

(8,122)

(13,840)

(7,369)

(10,574)

             
Other operating income (expenses), net

6,811

13,896

50,487

65,120

6,810

13,896

 

Other operating income includes revenue from the sale of property, plant and equipment, 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 usually record the derecognition of concession 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 to build new projects aiming at achieving the objectives proposed in its target plan. The main unrecognized committed amounts as of June 30, 2024 are as follows:

 

 

1 year

1-3 years

3-5 years

More than

5 years

Total

Contractual obligations – Expenses 1,909,542 2,227,047 1,363,008 4,179,481 9,679,078
Contractual obligations - Investments

4,268,902

3,326,048

655,007

77,647

8,327,604

Total

6,178,444

5,553,095

2,018,015

4,257,128

18,006,682

 

 
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Notes to the Quarterly Information

 

 

31Supplemental cash flow information

 

 

Parent Company

Consolidated

 

January to June 2024

January to June 2023

January to June 2024

       
Total additions to contract assets (Note 13) 2,585,483 2,482,886 2,587,847
Total additions to intangible assets (Note 14 (b)) 92,625 7,285 92,625
       
Items not affecting cash (see breakdown below)

(978,165)

(984,519)

(978,218)

       
Total additions to intangible and contract assets according to the statement of cash flows 1,699,943 1,505,652 1,702,254
       
Investments and financing operations affecting intangible assets but not cash:      
Interest capitalized in the period (Note 13 (a)) 296,130 345,824 296,130
Contractors payable 470,886 237,712 470,886
Performance agreements 72,205 343,984 72,205
Right of use 80,303 2,078 80,303
Construction margin (Note 25)

58,641

54,921

58,694

Total

978,165

984,519

978,218

 

 

32Events after the reporting period

 

·Privatization process

 

As of July 23, 2024, the Company’s privatization process was concluded and Concession Agreement 1/2024, executed on May 24, 2024, between the Company and the Regional Unit of Drinking Water Supply and Sewage Services – URAE-1 – Southeast, became effective.

 

The impacts of the Privatization for the Company are presented in the Notes related to “Operations” (Note 1), “Equity” (Note 23), and “Loans and Financing” (Note 16). In addition, considering the conclusion of the privatization process, the Company’s program contracts were unified into a single Concession Agreement, which will be effective until October 19, 2060. Upon the termination of such agreement, SABESP must participate in a bidding process to continue to provide the services, and the investments made by the Company throughout the concession and not yet recovered or amortized by the provision of the services will be considered for the purposes of calculation of indemnification.

 

Regarding tariffs, a new tariff set was applied with a reduction of 1% for residential tariffs, 10% for the social and vulnerable tariffs, and 0.5% for other tariffs, applicable only to the first consumption tier, since July 23, 2024.

 

Finally, considering the physical and financial settlement of the stocks under the public offering for secondary distribution of shares issued by the Company occurred on July 22, 2024, (i) the new Company’s Bylaws, as approved at the Extraordinary Shareholders' Meeting held on May 27, 2024; and (ii) the New Policy on Related-Party Transactions and Conflicts of Interest, the New Profit Allocation and Dividend Distribution Policy, and the Approval Levels Policy, as approved at the Company’s Board of Directors’ Meeting, became effective.

 
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Notes to the Quarterly Information

 

 

·Decision by the Administrative Council of Economic Defense (CADE).

 

As of August 08, 2024, a decision by the Administrative Council of Economic Defense (CADE) was published, approving, with no restrictions, the acquisition by Equatorial of 15% of SABESP’s shares disposed of by the São Paulo State under the Public Offering for Secondary Distribution of Common Shares Issued by the Company.

 

F-67

 

 

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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 on a quarterly basis. Therefore, the quarterly comparison between information disclosed in the Reference Form with quarterly results shall not apply.

Projections are monitored every year and 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 AND MANAGEMENT, AND OUTSTANDING SHARES

Position as of 06/30/2024

 

Shareholder

Number of

Common Shares (Units)

 

%

Total Number of Shares

(Units)

 

%

Controlling Shareholder        
Treasury Department 123,031,680 18.0% 123,031,680 18.0%

Investment Partnerships

Secretariat

220,474,984 32.3% 220,474,984 32.3%

Companhia Paulista de Parcerias

- CPP

6 0% 6 0%
Management        
Board of Directors - - - -
Executive Board 1,300 0% 1,300 0%
         
Fiscal Council 1,290 0% 1,290 0%
         
Treasury Shares - - - -
         
Other Shareholders        
         
Total 343,509,260 50.3% 343,509,260 50.3%
         
         
Outstanding Shares 340,000,609 49.7% 340,000,609

49.7%

 

 
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Other Information Deemed as Relevant by the Company

 

CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDERS AND MANAGEMENT, AND OUTSTANDING SHARES

Position as of 06/30/2023

 

Shareholder

Number of

Common Shares (Units)

 

%

Total Number of Shares

(Units)

 

%

Controlling Shareholder        
Treasury Department 343,506,664 50.3% 343,506,664 50.3%

Companhia Paulista de Parcerias

- CPP

 

6

 

0%

 

6

 

0%

Management        
Board of Directors 100 0% 100 0%
Executive Board 1,300 0% 1,300 0%
         
Fiscal Council 110 0% 110 0%
         
Treasury Shares - - - -
         
Other Shareholders        
         
Total 343,508,180 50.3% 343,508,180 50.3%
         
         
Outstanding Shares 340,001,689 49.7% 340,001,689 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 06/30/2024

(Shares)

  Common Shares Total
Shareholder Number of Shares % Number of Shares %
Treasury Department 123,031,680 18.0% 123,031,680 18.0%

Investment Partnerships

Secretariat

220,474,984 32.3% 220,474,984 32.3%
 
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Reports and Statements / Unqualified Report on Special Review

 

INDEPENDENT AUDITOR’S REVIEW REPORT ON THE INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL INFORMATION

 

To the

Management and Board of Directors of

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

São Paulo – SP

 

Introduction

 

We have reviewed the individual and consolidated interim financial information of Companhia de Saneamento Básico do Estado de São Paulo (“Company”), included in the Quarterly Information, for the quarter ended June 30, 2024, which comprise the statement of financial position as at June 30, 2024, and the respective statements of income and comprehensive income for the three- and six-month periods then ended, and of changes in equity and cash flows for the six-month period then ended, as well as the corresponding notes to the financial information.

 

The Company’s Management is responsible for the preparation of this interim financial information, in accordance with NBC TG 21 (R4) and International Accounting Standard (IAS) 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), and for its presentation in accordance with standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to Quarterly Information. Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Scope of the review

 

We conducted our review in accordance with Brazilian and international standards for reviewing 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 principally of applying analytical and other review procedures and making enquiries of and having discussions with persons responsible for financial and accounting matters. An interim review is substantially less in scope than an audit conducted in accordance with auditing standards and does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit. Accordingly, we do not express such an audit opinion.

 

Conclusion on the interim financial information

 

Based on our review, we are not aware of any fact that would leads us to believe that the individual and consolidated interim financial information included in the accompanying Quarterly Information has not been prepared, in all material respects, in accordance with NBC TG 21 (R4) and IAS 34, applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by CVM.

 

Other matters

 

Statements of value added

 

The interim financial information referred to above includes the individual and consolidated statements of value added for the six-month period ended June 30, 2024, 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 review procedures executed with the review of the quarterly information, with the purpose of concluding whether they are reconciled with the interim financial information and accounting records, as applicable, and if its form and contents meet the criteria defined in NBC TG 09 – Statement of Value Added. Based on our review, we are not aware of any fact that would lead us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria established in this standard and consistently with the individual and consolidated interim financial information taken as a whole.

 

Review of comparative quarterly information

 

The interim financial information includes the amounts corresponding to income (loss) for the three- and six-month periods ended June 30, 2023, and to changes in equity, cash flows and added value for the six-month period ended June 30, 2023, obtained from the Quarterly Information for the quarter ended June 30, 2023, which was reviewed by other independent auditor whose review report thereon, dated August 10, 2023, was unmodified.

 

The accompanying financial statements has been translated into English for the convenience of readers outside Brazil.

 

 

São Paulo, August 08, 2024.

 

BDO RCS Auditores Independentes SS Ltda.

CRC 2 SP 013846/O-1

 

Dário Vieira de Lima

Accountant CRC 1 SP 238754/O-6

 
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ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

 

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 27, item VI of CVM Resolution 80, of March 29, 2022, that:

 

They reviewed, discussed, and agreed with the quarterly information for the period ended June 30, 2024.

 

São Paulo, August 08, 2024.

 

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

 

André Gustavo Salcedo Teixeira Mendes

CEO

 

Catia Cristina Teixeira Pereira

Chief Financial and Investor Relations Officer

 

Sabrina de Menezes Correa Furstenau Sabino

People and Corporate Management Officer

 

Paula Alessandra Bonin Costa Violante

Engineering and Innovation Officer

 

Roberval Tavares de Souza

Operations and Maintenance Officer

 

Bruno Magalhães D’Abadia

Regulation and New Businesses Officer

 

Caio Marcelo de Medeiros Melo

Customers Officer

 
Page 114 of 115 

ITR - Quarterly Information Form - 06/30/2024 - CIA SANEAMENTO BASICO EST SAO PAULO

 

 

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 27, item V of CVM Resolution 80, of March 29, 2022, that:

 

They reviewed, discussed, and agreed with the Report of Independent Registered Public Accounting Firm on the quarterly information for the period ended June 30, 2024.

 

São Paulo, August 08, 2024.

 

Companhia de Saneamento Básico do Estado de São Paulo – SABESP

 

André Gustavo Salcedo Teixeira Mendes

CEO

 

Catia Cristina Teixeira Pereira

Chief Financial and Investor Relations Officer

 

Sabrina de Menezes Correa Furstenau Sabino

People and Corporate Management Officer

 

Paula Alessandra Bonin Costa Violante

Engineering and Innovation Officer

 

Roberval Tavares de Souza

Operations and Maintenance Officer

 

Bruno Magalhães D’Abadia

Regulation and New Businesses Officer

 

Caio Marcelo de Medeiros Melo

Customers Officer

 

 

 
Page 115 of 115 
 

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 26, 2024
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/  Catia Cristina Teixeira Pereira    
 
Name: Catia Cristina Teixeira Pereira
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.



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