Mario Arruda Sampaio
Analyst · Goldman Sachs
Well, good afternoon, everybody. And first, let me also present other participants. We have with us here our CFO, Mr. Rui Affonso; the Head of Tariff and Costs, Mr. Antonio Xavier, and the Head of Accounting, Mr. Marcelo Miyagui. So they'll be together with the rest of the CFO's team, available for question and answers. Today, we have basically 3 points to go through. Three slides regarding the second quarter, some second quarter highlights, the news on the Diadema municipality and the last would be news on the tariff's process. But before -- we do have a slide with some dates outlined where we would like to make some preliminary considerations for the reasons that we have been somewhat in a silent and not so much available or at all available for discussions with the market. As everyone knows, since the release of ARSESP's Resolution 427, which suspended the tariff revision process and requested SABESP to form the time necessary to revise the asset base due to inconsistency found, we have decided to remain silent. First, obviously, we ask you for your understanding, and at the same time, we would like to reinforce how great and important it is for SABESP and the importance we give towards contacting, communicating and interacting with shareholders, investor, analyst and the media. We make sure that this is not only valuable and important for you all, but also for SABESP's management and the process of which we manage this company. It is very important, this interaction. Therefore, we would like to expose the reasons for our decision to remain silent up to now, reminding that this situation has great similarity to that one that occurred during the fourth quarter 2012 release that is of a convergence of dates between the fourth quarter release, in this case, the second quarter release, and the resolution or a resolution issued by SABESP. More precisely, as you can see on August 2, ARSESP released Resolution 427, which suspended the tariff revision process as a whole for an indeterminated time and gave SABESP 30 days to inform the time it would take to revise its regulatory asset base. At that time, as you all probably know, SABESP has scheduled its second quarter 2013 results release for August 8 and the conference call for August 13. When SABESP became aware of ARSESP resolution, it started working intensively to assess the inconsistencies raised by the agencies in relation to the asset base estimates. Taking into account the short time period between the publication of this resolution and SABESP's results release, we postponed, at first, the result release for August 13 and the conference call for August 15. The objective was to give an answer to ARSESP before releasing the result such that, during the call, we could freely discuss both the company's results and the tariff revision process. However, in view of the complexity of the matter, it was not possible to complete our answer to SABESP in time for the conference call on August 15. In the meantime, 2 other facts occurred during this period. On August 9, the last tariff adjustment completed 12 months and on August 16, ARSESP's President resigned, leaving the agency's executive board with 2 officers, where the minimum quorum for resolution is 3 officers. Considering that we have not yet defined the deadline for work related to the asset base and the company's results came in line with the market expectation, we decided to cancel the conference call and remain silent until any relevant information about this process issue became available, in other words, would not fit to come to the market and do not address the issue of greater relevance, that is the tariff revision. With this decision, we understand we are observing the alignment with all shareholders, investors, analyst and other SABESP's stakeholders until we have a concrete fact to discuss, which we are doing right now. On our next slide -- I think it's Slide 4. We highlight some points of the quarter and some recent events. As already know, second quarter '13 came in line with the market expectation. Net income totaled BRL 361 million in second quarter '13 compared to BRL 292 million in second quarter 2012. And then the 6-month period, net income was up 9.3% from BRL 787 million in last quarter to BRL 857 million this quarter -- this last quarter -- this last second -- sorry, half. EBITDA grew 14.2% from BRL 798 million in second quarter 2012 to BRL 911 million in second quarter 2013. In the 6-month period, EBITDA was up 8.7% from BRL 1.686 million (sic) [BRL 1.686 billion], in other words, one point almost BRL 1.7 billion in the second quarter 2013 to almost BRL 1.8 billion in the second quarter 2013. EBITDA margin in second quarter 2013 came slightly higher, 32.6% compared to 32.3% in the second quarter 2012. In the 6-month period, EBITDA margin also slightly increased from 33.4% in the second quarter last year to 33.7% in second quarter 2013. If we exclude revenue and construction effects -- construction cost effects, EBITDA margin was 42% in the first half of 2013 compared to 41.4% in the first half 2012. We also pointed out the net-debt-to-EBITDA ratio, which in the 6-month period, remained relatively in line at 1.6x and in the first half of 2013, against 1.91x in the first half 2012. Now when we see the total debt over EBITDA, the difference was even smaller from 2.42x in first half 2012 to 2.41x in first half 2013. So the numbers reinforce that the company has strong fundamentals the face adverse macroeconomic conditions as those seen currently with the devaluation of the real against foreign currencies and the increase in interest rates in Brazil and throughout the world. With respect to foreign exchange exposure, we'd like to highlight first from the point of view of the results, the company was less impacted this quarter compared for the same period last year due to the lower appreciation of the yen against the real. The depreciation was -- appreciation was 4.2% this second quarter against 14.6% in the second quarter 2012, and lower appreciation of the dollar against the real, in this case, 10% in second quarter 2013 from 10.9%, so slightly higher in second quarter 2012, all these causing a decrease in the exchange rate variation expense of BRL 80 million. In relation to total debt, as you can see on the chart, second quarter presented a foreign exchange exposure of 38.5%. That is 38% against second quarter 2012, so very, very stable. From the debt profile point of view, in our opinion, the situation is very tranquil. As you can see, the company continues to manage its foreign exchange exposure by diluting maturities in time -- throughout the time and maintaining sufficient cash availability to cover any relevant exchange rate variations that we might see as we move on. Other recent highlights are the signature of the PPP -- São Lourenço PPP. This is a contract, which the main objective is to expand the water supply in the metro region of São Paulo by another 4.7 cubic meters per second. This will be benefiting directly 1.3 million consumers and will, together with other initiatives, ensure water supply in the metro region of São Paulo, our biggest market, for the next 15 years. This contract foresees investments in the order of BRL 2.2 billion to be performed between this year and 2018. By this time, the water treatment station starts to operate the expectation. Besides the water treatment station investment, we will also invest in 80 kilometers of water mains. All these will be implemented. These mains will have diameters varying from 0.8 to 2.1 meters, and will be carrying water that should be able to -- that will overcome a 330-meter difference in ground level. The contractual mode of this investment through a PPP, it's important to note that this reinforces SABESP's commitment to invest and expand its services so that to ensure 100% water supply and reach also the sewage services 100% coverage commitment until 2020. Another point we would like to highlight is that on July 18 of this year, SABESP credit risk started to be covered by the credit rating agency, Moody's, which defined a BAA3 global risk rating, corresponding to an investment grade and a Brazilian national risk of AA1.BR, both of them with a stable outlook. With this credit rating, the agency ratifies the capital market's pricing. In other words, SABESP securities have been trading at spreads comparable with other large companies -- Brazilian companies rated as investment grade. Credit highlights pointed out by Moody's are supported by the company's solid cash generation, appropriate liquidity position and the access to national and international capital markets and public financing, which supports our CapEx program through low long-term and very low cost sets of instruments. Let's go to our next slide, and then let's comment on the municipality of Diadema, the news on our participation on that issue. As mentioned in our balance sheet, in 1995, the municipality of Diadema terminated the concession agreement with SABESP before its expiration, generating disputes of 2 kinds: First, the municipality did not pay the indemnity for the non-amortized assets. And second, the municipality company that renders the service -- that took over the service and began rendering the service has been buying water on the wholesale from SABESP and partly paying the invoices. This has led to disputes and losses whose total judicial value comes to near BRL 1 billion. This value obviously grows continuously either by interest and penalties incurred on the debts or because the water bills are still not paid in part on one side, and on the other, without the possibility of SABESP to enforce payment by cutting off the water supply. In 2008, SABESP signed the letter. So in other words, we have been working this debt already in the situation for some time. So in 2008, we signed a letter of intention for settling the debts of the municipality. The initial idea then was to create a company with shared control between SABESP and the municipality. In fact, in 2011, it was issued a -- it was published and issued or enacted a municipal law, which provided for the creation of a new water company -- sorry, a new water and sewage company in Diadema. However, there were several circumstances in the period that led to a change in the course of negotiations, and that allowed SABESP to negotiate what is now a full operation of service. SABESP's proposal, in fact, for this was accepted by the municipal executive branch at the end of last week, and in fact, yesterday night was approved by the legislative branch of the municipality, which with this approval now allows us and the executive branch to sign a contract. In fact, the expectation is that, all going well, we would start operating directly this business so moving from wholesale to retail in Diadema as of January of next year. The municipality is inserted in the region that SABESP already operates with large economies of scales. To be more precise, it fits exactly between the City of São Paulo and São Bernardo do Campo, which is another city we operate. And the main data that we highlight here on the municipality, and you have, I believe, a little bit more there with you. But the ones I'll highlight is the population of close to 400,000 and water distribution is already at SABESP level of 100%. Sewage collection is very high, 96.2%. This operation will provide for 94,000 water connections, 87,000 sewage connections, which means we have to serve 120,000 residential units of water and 110,000 residential units of sewage. The agreement's main characteristics are, if we will have full operation of water supply and sewage services, there should be the signing of a contract for provision of services for 30 years. It's a service contract. There will be a litigation settlement in lawsuits that were filed by SABESP. We will take over the employees currently working in the municipality, so they'll all move to SABESP. We have to be in our investment plan to be in compliance with the municipal sanitation plan. That would represent about BRL 160 million of investments we're going to have to be executing in the years to come. Tariff regulation and control will be delegated to ARSESP. There will be a leveling of municipal -- Diadema's municipal current tariffs with the metropolitan region of São Paulo tariffs that when we practice in the metro region in those cities we operate. This should be done 5 years as of 2015. Well, I believe that gives you an idea of what we're dealing with Diadema. So let's move to our last slide, and then let's comment on the recent developments on tariff's front. As everyone knows, the tariff revision is suspended. The final decision on the average tariff is subject to ARSESP's approval of SABESP's asset base. But first, let's go through a brief history of this process. In order to estimate the regulatory asset base, ARSESP -- this was in 2010, I believe, defined that work should be performed by appraisers accredited by the agency prior to the bidding and hiring process by SABESP. In such, SABESP hired 2 specialized company, one for the metro region of São Paulo and another for the inland and coastal regions. The prerequisite for revision completion was that SABESP would inspect the report. In December 2012, ARSESP hired an audit company to support the inspection process. The audit results rate, as we all know now, inconsistencies in SABESP's report. In such, in August 2 this year, the agency issued, what we already mentioned, the Resolution Deliberation 427 in which the suspension of the remaining steps of the SABESP tariff review was maintained until issues with the asset base were solved. Through such resolution, ARSESP requested SABESP to inform within 30 days the period necessary to reassess certain items of its regulatory asset base, and by means of an official letter later afterwards, the agency sent the list of items to be revised. In reply, SABESP requested 3 months to assess, to clarify and make the adjustments necessary to the regulatory asset base. So one central point in the discussion related to the company's asset base is the inclusion of working progress and working capital. In the preliminary tariff issued in the beginning of the year, the one that granted a 2.35% increase by SABESP, both of these issues were excluded from the regulatory asset base. SABESP has, once again, requested the agency to analyze the technical appeal that we filed in the occasion that was late April 2013, immediately after the publication of the preliminary tariff. With regards to the tariff adjustments to inflation, in view of the referred resolution and subsequent evaluations on the issues to be revised in the regulatory asset base, SABESP filed a petition for the agency to authorize a tariff adjustment by inflation, that is by the EPCA. As usual, it occurs every year, and you probably know, in August and September. What we can say is that the official letter has not yet been answered by the agency. Remember that what we are requesting -- that is SABESP is requesting that the 2.35% granted in April as a preliminary tariff is now considered as recomposition of the inflationary effects in this period, that is from August last year to September this year, such that the adjustment would correspond to the EPCA accumulated until August, which discounted at 2.35%. It means there's a residual increase of 3.83% that we are proposing if all the entire request is accepted. With regards to the nomination now of our ARSESP officers, came a very important issue. In order to ARSESP proceed with its works, whether referring to tariff revision or to evaluate the petition for adjustment by inflation, it is necessary to reestablish the quorum of agency's executive board, which currently has only 2 of 5 offices -- officers. On September 3, the name of Mr. José Bonifácio de Souza Amaral was submitted by the governor of São Paulo to the legislative assembly of São Paulo to compose ARSESP's Executive Board as Economic Financial and Market Regulation Officer, reminding that according to the law that created SABESP, if examination by the legislative body of São Paulo does not occur within 30 days, the nomination is automatically approved. Those were our considerations. I would now -- please feel free to place your questions.