Companhia De Saneamento Básico Do Estado De São Paulo - SABESP
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Companhia de Saneamento Básico do Estado de São Paulo - SABESP Financial Statements as at December 31, 2018 and 2017 2018 Financial Statements Table of Contents Independent Auditor’s Report F-3 Management Report F-9 Statement of Financial Position F-56 Income Statements F-58 Statements of Comprehensive Income F-59 Statements of Changes in Equity F-60 Statements of Cash Flows F-61 Statements of Value Added F-63 Notes to the Financial Statements F-64 1. Operations 2. Basis of preparation and presentation of the financial statements 3. Summary of significant accounting policies 4. Changes in accounting practices and disclosures 5. Risk management 6. Key accounting estimates and judgments 7. Cash and cash equivalents 8. Restricted cash 9. Trade receivables 10. Related-party balances and transactions 11. Water National Agency - ANA 12. Investments 13. Investment properties 14. Contract asset 15. Intangible assets 16. Property, plant and equipment 17. Borrowings and financing 18. Taxes and contributions 19. Deferred taxes and contributions 20. Provisions 21. Employees benefits 22. Services payable 23. Knowledge Retention Program 24. Equity 25. Earnings per share 26. Business segment information 27. Insurance 28. Operating income 29. Operating costs and expenses 30. Financial income and expenses 31. Other operating income (expenses), net 32. Commitments 33. Supplemental cash flow information 34. Events after the reporting period Executive Officers’ Statement F-187 Fiscal Council’s Report F-189 Audit Committee’s Summarized Annual Report F-190 F-2 Independent Auditor’s Report in the Financial Statements To the Shareholders, Board of Directors and Management of Companhia de Saneamento Básico do Estado de São Paulo - SABESP São Paulo – SP Opinion We have audited the financial statements of Companhia de Saneamento Básico do Estado de São Paulo - SABESP (“the Company”), which comprise the statement of financial position as at December 31, 2018 the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Companhia de Saneamento Básico do Estado de São Paulo - SABESP as at December 31, 2018, and of its financial performance and its cash flows for the year then ended in accordance with Accounting Practices Adopted in Brazil and with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB). Basis for Opinion We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the relevant ethical requirements included in the Accountant Professional Code of Ethics (“Código de Ética Profissional do Contador”) and in the professional standards issued by the Brazilian Federal Accounting Council (“Conselho Federal de Contabilidade”) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. F-3 Agreement with the municipality of Guarulhos See Notes 3.4, 6 (a) and 9 of the financial statements. On December 12, 2018, the State of São Paulo, the city of Guarulhos and SABESP, with the intermediation of SAAE, entered into a Contract for the Provision of Water Supply and Sanitary Sewage Public Services in the Municipality of Guarulhos, under which the States of São Paulo and Guarulhos assured SABESP the right to explore the provision of such Services for a period of 40 years. The measurement, accounting recognition and negotiation of the transaction that occurred through the exchange of accounts receivable originated from transactions occurred in previous years for the concession of the right to operate the public sanitation services of the Municipality of Guarulhos and disclosures related to said concession require Company’s judgment in the analysis of the adequacy of these criteria in relation to the following accounting standards: ICPC 01 (R1) / IFRIC 12 – Concession Contracts, OCPC 05 – Concession Contracts, CPC 04 (R1) / IAS 38 – Intangible Assets and CPC 46 / IFRS 13 – Fair Value Measurement. Due to the relevance of the accounting effects arising from such agreement with the municipality of Guarulhos, we consider this matter material for our audit. How our audit addressed this matter Our audit procedures included the understanding and assessment of the design, implementation, and operational effectiveness of controls related to the accounting of new agreements entered into with municipalities whose revenue was obtained through wholesales. We analyzed the contract, read and understood the terms of the agreement with the municipality of Guarulhos. We reconciled the values and documents informed in the term with the respective support documentation. We obtained the memorandum on the accounting treatment adopted by Management and made our review in light of the respective accounting standards. Moreover, we analyzed the accounting records of accounts receivable prior to the signing of the agreement and performed procedures to evaluate the recoverability of this balance. We have also evaluated the disclosures made. As a result of evidence from the procedures summarized above, we consider the balances recorded according to the municipality of Guarulhos and related disclosures, in the context of financial statements taken as a whole for the year ended December 31, 2018 as acceptable. Intangible assets See Notes 3.8, 6 (b), 14 and 15 of financial statements. During the year 2018, the Company invested R$ 4,333,672 thousand in infrastructure that comprise the basis of concession contracts and intangible assets. There are several types of transactions that affect the caption intangible assets, such as the signing of new concession contracts, municipalities where the Company has ceased operating or is not operating temporarily, evaluation of the framework of existing contracts in the accounting standard regarding concessions, additions of new infrastructures, depreciation of assets and evaluation of the construction margin comprising the balance of infrastructure built. F-4 Due to the importance of the balances recorded under this caption, the potential financial impact arising from the signing or breaching of existing concession contracts, construction of new infrastructures and amortization of current balances, we consider this matter material for our audit. How our audit addressed this matter We have evaluated the design, implementation and effectiveness of existing key internal controls related to new infrastructure additions, amortization of intangible assets, administration and management of new and current concession contracts, as well as the analysis of the construction margin used by the Company to check the balances recognized as intangible assets. As a result of evaluating the design and effectiveness of internal controls, we planned additional procedures, when applicable, to mitigate any identified risks. We recalculated the amortization recognized during the year 2018 and compared them with the balances recorded, evaluated the transfer of assets under construction classified as contract assets for operation, we analysed the rates and performed procedures to recalculate the interest captalized, performed procedures to recalculate the construction margin and prepared a technical evaluation to conclude on the compliance of the concession contracts with the respective accounting standard. We have evaluated the disclosures made in explanatory notes regarding the requirements described in the accounting standards relevant to this matter. Based on the result of the procedures summarized above, we consider the balances of intangible assets and related disclosures as acceptable in the context of the financial statements taken as a whole are acceptable. Valuation of provisions for environmental contingencies See Notes 3.15, 6 (e) and 20 of financial statements The Company is a defendant in tax, environmental, labor and civil administrative proceedings and lawsuits, arising from ordinary course of its activities. The environmental lawsuits are related to fines imposed by public and competent bodies on potential environmental damages caused by the Company in the Municipalities where Sabesp operates. Management, with the support and evaluation of its internal and external legal advisors, determines the likelihood of loss and the amounts involved for each lawsuit and records a provision when the criteria for recognition are met, disclosing those assessed as a possible risk (contingent liabilities). The likelihood of loss and the estimate of the amounts involved in legal and administrative proceedings involve the use of judgment by management and its legal advisors, expert