Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Registrant Name | Vasta Platform Limited |
Entity Central Index Key | 0001792829 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-39415 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Av. Paulista, 901, 5th Floor |
Entity Address, Address Line Two | Bela Vista |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 01310-100 |
Entity Address, Country | BR |
Title of 12(b) Security | Class A common shares, par value US$0.00005 per share |
Trading Symbol | VSTA |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Auditor Name | KPMG Auditores Independentes Ltda. |
Auditor Firm ID | 1124 |
Auditor Location | São Paulo - Brazil |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Cesar Augusto Silva |
Entity Address, Address Line One | Av. Paulista, 901, 5th Floor |
Entity Address, Address Line Two | Bela Vista |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 01310-100 |
Entity Address, Country | BR |
City Area Code | +55 11 |
Local Phone Number | 3133-7311 |
Class A common shares [member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 18,213,794 |
Class B common shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 64,436,093 |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | ||
Current assets | ||||
Cash and cash equivalents | R$ 45765 | R$ 309893 | ||
Marketable securities | 380,514 | 166,349 | ||
Trade receivables | 649,135 | 505,514 | ||
Inventories | 266,450 | 242,363 | ||
Taxes recoverable | 19,120 | 24,564 | ||
Income tax and social contribution recoverable | 17,746 | 8,771 | ||
Prepayments | 56,645 | 40,069 | ||
Other receivables | 972 | 2,105 | ||
Related parties – other receivables | 1,759 | 501 | ||
Total current assets | 1,438,106 | 1,300,129 | ||
Non-current assets | ||||
Judicial deposits and escrow accounts | 194,859 | 178,824 | ||
Deferred income tax and social contribution | 170,851 | 130,405 | ||
Equity accounted investees | 83,139 | 0 | ||
Other investments and interests in entities | 8,272 | 0 | ||
Property, plant and equipment | 197,688 | 185,682 | ||
Intangible assets and goodwill | 5,427,676 | 5,538,367 | [1] | |
Total non-current assets | 6,082,485 | 6,033,278 | ||
Total Assets | 7,520,591 | 7,333,407 | ||
Current liabilities | ||||
Bonds and financing | 93,779 | 281,491 | ||
Lease liabilities | 23,151 | 26,636 | ||
Suppliers | 250,647 | 167,168 | ||
Reverse factoring | [2] | 155,469 | 97,619 | |
Income tax and social contribution payable | 5,564 | 16,666 | ||
Salaries and social contributions | 100,057 | 62,829 | ||
Contractual obligations and deferred income | 57,852 | 46,037 | ||
Accounts payable for business combination and acquisition of associates | 73,007 | 20,502 | ||
Other liabilities | 29,630 | 20,033 | ||
Other liabilities - related parties | 54 | 39,271 | ||
Total current liabilities | 789,210 | 778,252 | ||
Non-current liabilities | ||||
Bonds and financing | 749,217 | 549,735 | ||
Lease liabilities | 117,412 | 133,906 | ||
Accounts payable for business combination and acquisition of associates | 552,270 | 511,811 | ||
Provision for tax, civil and labor losses | 651,252 | 646,850 | ||
Contractual obligations and deferred income | 0 | 128 | ||
Other liabilities | 31,551 | 47,516 | ||
Total non-current liabilities | 2,101,702 | 1,889,946 | ||
Shareholder's Equity | ||||
Share capital | 4,820,815 | 4,820,815 | ||
Capital reserve | 80,531 | 61,488 | ||
Treasury shares | (23,880) | (23,880) | ||
Accumulated losses | (247,787) | (193,214) | ||
Total Shareholder's Equity | 4,629,679 | 4,665,209 | ||
Total Liabilities and Shareholder's Equity | R$ 7520591 | R$ 7333407 | ||
[1] Considers the review of goodwill and intangibles assets of the acquisition of EMME and Redação Nota Mil, acquired during the year 2021. As of December 31, 2022, the balance of reverse factoring was R$ 155,469 (R$ 97,619 as of December 31, 2021), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.27% per month (as of December 31, 2021, the weighted average was 1.05% per month) and a maximum payment term of 360 days. The balance is initially recognized net of the present value adjustment, which is subsequently recognized as a financial expense. |
Consolidated Statement of Profi
Consolidated Statement of Profit or Loss and Other Comprehensive Loss - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statement of Profit or Loss and Other Comprehensive Income | |||
Net revenue from sales and services | R$ 1264280 | R$ 947419 | R$ 997628 |
Sales | 1,229,827 | 914,266 | 967,374 |
Services | 34,453 | 33,153 | 30,254 |
Cost of goods sold and services | (473,135) | (396,829) | (378,003) |
Gross profit | 791,145 | 550,590 | 619,625 |
Operating income (expenses) | |||
General and administrative expenses | (471,626) | (430,279) | (406,352) |
Commercial expenses | (194,043) | (164,439) | (165,169) |
Other operating income | 1,020 | 5,554 | 4,283 |
Impairment losses on trade receivables | (45,904) | (32,726) | (25,015) |
Share of loss equity-accounted investees | (4,512) | ||
Profit (loss) before finance result and taxes | 76,080 | (71,300) | 27,372 |
Finance result | |||
Finance income | 88,557 | 35,640 | 20,984 |
Finance costs | (270,324) | (120,183) | (119,409) |
Total finance result | (181,767) | (84,543) | (98,425) |
Loss before income tax and social contribution | (105,687) | (155,843) | (71,053) |
Total IRPJ and CSLL | 51,114 | 37,089 | 25,404 |
Current | 10,668 | (11,297) | 7,874 |
Deferred | 40,446 | 48,386 | 17,530 |
Loss for the year | (54,573) | (118,754) | (45,649) |
Other comprehensive income for the year | 0 | 0 | 0 |
Total comprehensive loss for the year | R$ 54573 | R$ 118754 | R$ 45649 |
Loss per share | |||
Basic | R$ 0.65 | R$ 1.44 | R$ 0.55 |
Diluted | R$ 0.65 | R$ 1.44 | R$ 0.55 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - BRL (R$) R$ in Thousands | Total | Parent Company's Net Investment [member] | Share capital [member] | Share issuance costs [member] | Share-based compensation reserve for granted [member] | Share-based compensation reserve for vested [member] | Treasury shares | Accumulated losses [member] |
Equity at beginning of the period at Dec. 31, 2019 | R$ 3100083 | R$ 3100083 | ||||||
Share-based payment contributions | 686 | 686 | ||||||
Increase (decrease) through net investment of parent company | (6,335) | (6,335) | ||||||
Changes in parent company's investment, net | (3,093,748) | 3,123,245 | (686) | (28,811) | ||||
Capital contribution | 2,426 | 2,426 | ||||||
Comprehensive loss for the year | ||||||||
Loss for the year | (45,649) | (45,649) | ||||||
Total comprehensive loss for the year | (45,649) | (45,649) | ||||||
Shareholders' contribution and distributions to shareholders | ||||||||
Issuance of common shares at initial public offering (Note 1.2) | 1,836,317 | 1,836,317 | ||||||
Share based compensation granted and issued (Note 23) | 38,962 | 38,962 | ||||||
Share issuance costs, net of taxes | (141,173) | (141,173) | ||||||
Total shareholders' contribution and distributions to shareholders | 1,734,106 | 1,836,317 | (141,173) | |||||
Equity at end of the period at Dec. 31, 2020 | 4,785,317 | 4,961,988 | (141,173) | 38,962 | (74,460) | |||
Comprehensive loss for the year | ||||||||
Loss for the year | (118,754) | (118,754) | ||||||
Total comprehensive loss for the year | (118,754) | (118,754) | ||||||
Shareholders' contribution and distributions to shareholders | ||||||||
Share based compensation granted and issued (Note 23) | 22,526 | 22,526 | ||||||
Share based compensation vested (Note 23) | (31,043) | 31,043 | ||||||
Acquisition of shares (Note 23d) | (23,880) | (23,880) | ||||||
Equity at end of the period at Dec. 31, 2021 | 4,665,209 | 4,961,988 | (141,173) | 30,445 | 31,043 | (23,880) | (193,214) | |
Comprehensive loss for the year | ||||||||
Loss for the year | (54,573) | (54,573) | ||||||
Total comprehensive loss for the year | (54,573) | (54,573) | ||||||
Shareholders' contribution and distributions to shareholders | ||||||||
Share based compensation granted and issued (Note 23) | 19,043 | 19,043 | ||||||
Share based compensation vested (Note 23) | (3,243) | 3,243 | ||||||
Acquisition of shares (Note 23d) | (23,880) | |||||||
Equity at end of the period at Dec. 31, 2022 | R$ 4629679 | R$ 4961988 | R$ 141173 | R$ 46245 | R$ 34286 | R$ 23880 | R$ 247787 |
Consolidated statement of cash
Consolidated statement of cash flows - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Loss before income tax and social contribution | R$ 105687 | R$ 155843 | R$ 71053 | ||
Adjustments for: | |||||
Depreciation and amortization | 268,714 | 211,156 | 174,088 | ||
Share of loss profit of equity-accounted investees | 4,512 | 0 | 0 | ||
Impairment losses on trade receivables | 45,904 | 32,726 | 25,015 | ||
Reversal for tax, civil and labor risks, net | (15,099) | (1,986) | (2,092) | ||
Interest on provision for tax, civil and labor losses | 42,063 | 34,300 | 13,297 | ||
Provision for obsolete inventories | 40,924 | 22,117 | 4,057 | ||
Interest on bonds and financing | 108,896 | 43,549 | 52,935 | ||
Interest on loans from related parties | 0 | 0 | 2,922 | ||
Contractual obligations and right to returned goods | 11,312 | (1,159) | 1,454 | ||
Interest on accounts payable for business combination and acquisition of associates | 65,725 | 8,158 | 1,568 | ||
Imputed interest on suppliers | 19,810 | 157 | 2,945 | ||
Share-based payment expense | 19,043 | 22,526 | 39,648 | ||
Interest on lease liabilities | 13,143 | 14,984 | 15,091 | ||
Interest on marketable securities | (54,954) | (26,719) | (16,907) | ||
Other finance costs, net | 3,441 | 0 | 0 | ||
Cancellations of right-of-use contracts | 616 | (195) | 0 | ||
Residual value of disposals of property and equipment and intangible assets | 13,960 | 124 | (454) | ||
Cash flows from operating activities before changes in working capital | 482,323 | 203,895 | 242,514 | ||
Changes in | |||||
Trade receivables | (189,329) | (25,408) | (123,412) | ||
Inventories | (65,011) | (14,038) | (20,812) | ||
Prepayments | (16,576) | (12,511) | (4,060) | ||
Taxes recoverable | (16,566) | (4,914) | 24,573 | ||
Judicial deposits and escrow accounts | (16,035) | (6,076) | 184 | ||
Other receivables | 1,133 | (1,789) | 4,516 | ||
Related parties – other receivables | (1,258) | 0 | 0 | ||
Suppliers | 121,519 | (16,124) | 42,620 | ||
Salaries and social charges | 37,166 | (9,890) | (6,693) | ||
Tax payable | (4,039) | 5,711 | 13,629 | ||
Contractual obligations and deferred income | 375 | (2,659) | (2,163) | ||
Other liabilities | (3,084) | (671) | 4,295 | ||
Other liabilities - related parties | (39,218) | (94,155) | 117,299 | ||
Cash from operating activities | 291,400 | 21,371 | 292,490 | ||
Payment of interest on leases | (14,941) | (14,692) | (14,675) | ||
Payment of interest on bonds and financing | (92,500) | [1] | (24,922) | [2] | (49,404) |
Payment of interest on business combinations | (603) | (1,571) | 0 | ||
Income tax and social contribution paid | (7,153) | (1,167) | (5,234) | ||
Payment of provision for tax, civil and labor losses | (1,363) | (627) | (7,716) | ||
Net cash from (applied in) operating activities | 174,840 | (21,608) | 215,461 | ||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Acquisition of property and equipment | (61,143) | (20,910) | (1,642) | ||
Additions of intangible assets | (90,588) | (55,878) | (42,793) | ||
Acquisition of subsidiaries net of cash acquired | (80,559) | (186,218) | (23,147) | ||
Proceeds from investment in marketable securities | 1,637,898 | 2,641,308 | 1,212,876 | ||
Purchase of investment in marketable securities | (1,800,550) | (2,289,836) | (1,687,071) | ||
Net cash (applied in) from investing activities | (394,942) | 88,466 | (541,777) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Capital contribution | 0 | 0 | 2,426 | ||
Suppliers - related parties | 0 | (1,450) | (207,174) | ||
Loans from related parties | 0 | 0 | 65,600 | ||
Payments of loans from related parties | (254,885) | (20,884) | (76,830) | ||
Lease liabilities paid | (27,003) | (21,998) | (12,835) | ||
Acquisition of treasury shares | 0 | (23,880) | 0 | ||
Parent Company's Net Investment | 0 | 0 | (6,335) | ||
Issuance of common shares in initial public offering | 0 | 0 | 1,836,317 | ||
Transaction costs in initial public offering | 0 | 0 | (154,849) | ||
Payments of bonds and financing | (759) | (477,741) | (852,135) | ||
Issuance of securities with related parties | 250,000 | 0 | 0 | ||
Issuance of bonds net off issuance costs | 0 | 497,000 | 0 | ||
Payments of accounts payable for business combination and acquisition of associates | (11,379) | (19,168) | 0 | ||
Net cash (applied in) from financing activities | (44,026) | (68,121) | 594,185 | ||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (264,128) | (1,263) | 267,869 | ||
Cash and cash equivalents at beginning of period | 309,893 | 311,156 | 43,287 | ||
Cash and cash equivalents at end of period | 45,765 | 309,893 | 311,156 | ||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | R$ 264128 | R$ 1263 | R$ 267869 | ||
[1] We present below the composition of interest and principal payments considering the issues made: |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
The Company and Basis of Presentation | |
The Company and Basis of Presentation | 1 The Company and Basis of Presentation 1.1 Vasta Platform Ltd., together with its subsidiaries (the Company) is a publicly held company incorporated in the Cayman Islands on October 16, 2019, with headquarters in the city of São Paulo, Brazil. is a technology-powered education content providing end-to-end educational and digital solutions that cater to all needs of private schools operating in the K- 12 educational segment. Vasta’s fiscal year begins on January 1 of each year and ends on December 31 of the same year. The Company has built a “Platform as a Service”, solution or PaaS, with two main modules: Content & EdTech Platform and Digital Services. The Company’s Content & EdTech Platform combines a multi-brand and tech-enabled array with digital and printed content through long-term contracts with partner schools. Since July 31, 2020, VASTA Platform Ltd. has been a publicly-held company registered with SEC (“The US Securities and Exchange Commission) and its shares are traded on Nasdaq Global Select Market under ticker symbol “VSTA”. 1.2 restructuring and business combinations U ntil July 23, 2020, VASTA Platform, The Business, (referred herein when the company presented its financial statements combined with other entities), 12 Cogna Educação S.A. and its subsidiaries (hereinafter referred to as “ Cogna ” or “Parent Entity”, or in combination with its subsidiaries, “ Cogna Group”). On January 1, 2020, the business activities were restructured in the legal entity Somos Sistemas de Ensino S.A (“ Somos Sistemas ”). On January 7, 2020, the Company concluded the acquisition of the entire ownership interest in Pluri . On February 13, 2020, the Company concluded the acquisition of the entire ownership interest in Mind Makers. On July 23, 2020, prior to the completion of the Initial Public Offering – IPO, the ‘Board of Directors’ Meeting approved the Contribution Agreement which Cogna ( Vasta’s Parent Company) contributed with 100% of the shares issued by Somos Sistemas held by Cogna to Vasta Platform’s share capital. After the contribution, Somos Sistemas became wholly owned by Vasta’s Parent Company, which, in turn, continued to be controlled by Cogna . In addition, Cogna contributed with shareholders capital in the amount of R$ 2,426 in cash on July 23, 2020. On March 2, 2021, the Company acquired an ownership interest in Sociedade Educacional da Lagoa Ltda.(“SEL”) through its wholly owned subsidiary Somos Sistemas de Ensino S.A. See Note 5 On May 27, 2021, the Company acquired an ownership interest in Nota 1000 Serviços Educacionais S.A (“ Redação Nota 1000 Somos Sistemas de Ensino S.A. See Note 5 On August 1, 2021, the Company acquired an ownership interest in EMME – Produções de Materiais em Multimídia (“EMME”) through its wholly owned subsidiary Somos Sistemas de Ensino S.A. See Note 5 On October 29, 2021, the Company acquired an equity interest in Editora De Gouges SA – Learning System Eleva - (“De Gouges”) through its wholly-owned subsidiary Somos Sistemas de Ensino S.A. See Note 5 On January 14 , 202 2 , the Company acquired an equity interest in Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. and MVP Consultoria e Sistemas Ltda – through its wholly-owned subsidiary Somos Sistemas de Ensino S.A. See Note 5 On July 19, 2022, the Company acquired a non-controlling interest (45%) in Educbank Gestão de Pagamentos Educacionais S.A. (“Educbank”). The consideration paid was R$ 87,651, of which R$ 63,814 was paid in cash and the remaining amount of R$ 23,837 to be paid in four cash installments according to the growth of students served by Educbank. On July 19, 2022, the Company acquired a non-controlling interest (10%) in Flex Flix Limited (“Flex Flix”). The consideration paid was R$ 8,271, paid in cash. The amount paid to acquire a stake in this company was recorded in “other investments and interests in entities”. The Consolidated Financial Statements comprise the following entities, which are all fully owned by the Company: Company Interest December 31, 2022 December 31, 2021 Somos Sistemas de Ensino S.A ("Somos Sistemas") 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) (i) - 100% Colégio Anglo São Paulo 100% 100% Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) 100% - MVP Consultoria e Sistemas Ltda. (“MVP”) 100% - Meritt Informação Educacional Ltda (“Meritt”) (i) - 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% 100% Nota 1000 1000 - 100% EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% 100% Editora De Gouges S.A ("De Gouges") (i) - 100% (i) Entities that were merged during the fiscal year ended December 31,2022 |
Basis of preparation and presen
Basis of preparation and presentation of the Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Basis of preparation and presentation of Consolidated Financial Statements | |
Basis of preparation and presentation of Consolidated Financial Statements | 2 and presentation of Consolidated Financial Statements The Consolidated Financial Statements of Vasta Platform, the reporting entity, have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations as issued by the International Accounting Standards Board (“IASB”). The Consolidated Financial Statements as of December 31, 202 2 were approved by the Executive Board on April 25 , 20 23 . a. Consolidation The Company consolidates all entities over which it has control, that is, when it is exposed or is entitled to variable returns from its involvement with the investee and has the ability to direct the relevant activities of the investee. The subsidiaries included in the consolidation are described in the following note. Subsidiaries are fully consolidated from the date on which control is transferred to the Company Consolidation is interrupted from the date on which the Company ceases to have control. Transactions, balances and unrealized gains on transactions between Company companies are eliminated . The accounting policies of the new subsidiaries are changed, when necessary, to ensure consistency with the policies adopted by the Company. Below is a list of the companies controlled by the Company for the years ended December 31, 202 2 and 202 1 : Company Interest December 31, 2022 December 31, 2021 Somos Sistemas de Ensino S.A. 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) - 100% Colégio Anglo São Paulo 100% 100% Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) 100% - MVP Consultoria e Sistemas Ltda. (“MVP”) 100% - Meritt Informação Educacional Ltda (“Meritt”) - 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% 100% Nota 1000 1000 - 100% EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% 100% Editora De Gouges S.A ("De Gouges") - 100% b. Associates Associates are those entities in which the Group, has significant influence, but does not control or jointly control, over the financial and operating policies. Investments in associates are accounted for using the equity method. Such investments are initially recognized at cost, which includes transaction costs. After initial recognition, the consolidated financial statements include the Group's share of the profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence ceases. c. Operating segment The information by operating segment is presented in a manner consistent with the internal report provided to the Executive Board, which is the Chief Operating Decision Maker (CODM) in addition to being responsible for allocating resources, evaluating performance and making strategic decisions in the Company. The Executive Board considers the business to be segregated into Content EdTech and Digital Service. d. Cash Generating Units – (“CGU”) For purposes e. Functional and Presentation Currency The Consolidated Financial Statements are presented in thousands of Brazilian Reais (“R$”), which is the Company's functional currency. All financial information presented in R$ has been rounded to the nearest thousand , except as otherwise indicated. f. Measurement basis The Consolidated Financial Statements were prepared based on historical cost, except for certain assets and liabilities that are measured at fair value, as explained in the accounting policies below. |
Use of estimates and judgements
Use of estimates and judgements | 12 Months Ended |
Dec. 31, 2022 | |
Use of estimates and judgements | |
Use of estimates and judgements | 3 Use of estimates and judgements In preparing the Consolidated Financial Statements, Management has made judgements and estimates that affect the application of Company´ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Those estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Revisions to estimates are recognized prospectively. 3.1 Judgements a. Determination of the lease period The Company has lease contracts where it acts as lessee, and it is related to warehousing, equipment and computers used to learning systems and education solutions. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be exercised (or not terminated). For leases of warehouses, equipment or even computer used in education solutions, the following factors are normally the most relevant: • If there are significant penalties for termination (or not to extend), the Company is reasonably certain to extend (or not terminate) the lease. • If there are any leasehold improvements with significant residual balances, the Company is reasonably certain to extend (or not terminate) the lease. • Also, the Company considers other factors including past practices related to the use of specific categories of assets (leased or owned assets) as well as the historical length of the leases and the costs and business disruptions required to replace the leased asset. See Note 1 7 . 3.2 Assumptions and estimation uncertainties a. Deferred Income tax and social contribution The liability method is used to account for deferred income tax and social contribution in respect of temporary differences between the carrying amount of assets and liabilities and the related tax bases. The amount of deferred tax assets is reviewed at the end of each reporting period and reduced for the amount that is no longer probable to be realized through future taxable income. The estimates of the availability of future taxable income against which deductible temporary differences and tax losses may be used to reduce income taxes expenses, therefore, deferred tax assets are subject to significant judgement. Additionally, future taxable income may be higher or lower than the estimates considered in determining the deferred tax assets. See Note 23 . b. Provision for risks of tax, civil and labor losses The Company is a party to judicial and administrative proceedings. We accounts for provisions for all judicial proceedings whose likelihood of loss is probable. The assessment of the likelihood of a loss and the estimate of probable disbursements by the Company, in connection of such losses, include the evaluation of available evidence as well the opinion of internal and external legal advisors. See Note 2 2 . c. Impairment losses on trade receivables The expected credit losses (“ECL”) for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s historical collection information, existing market conditions, as well as forward looking estimates at the end of each reporting period. Note 10 d. Provision for inventory obsolescence The Company adopts as a criteria for the provision of inventory losses estimating the percentage of loss based on the historical production index, which considers the production aging data by type of product. The Company considers the editorial renewal calendar of its products to determine the number of periods in which the products may become obsolescent. In addition, the Company assesses whether inventories are overvalued, that is, whether the selling price is lower than the average cost of production. See note 11 e. Impairment of Goodwill The Company annually tests goodwill for impairment based on the recoverable amounts of Cash Generating Units (CGUs), determined based on estimated value-in-use calculations. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for a foreseeable future, and it do not include restructuring activities to which the Company has not yet committed or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the Discounted Cash Flow (DCF) model as well as to expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognized by the Company. The key assumptions used to determine the recoverable amount of the different CGUs are disclosed and further explained in Note 13 f. Rights to Returned Goods and Refund Liabilities Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allows product returns (generally for period of four months past experience , assuming that the other conditions for revenue recognition are met. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data on a portfolio basis. In these circumstances a refund liability and a right to recover returned goods asset are recognized . See Note 1 8 . The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover goods. The refund liability is included in Contractual Obligations and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. See Note 1 1 . g. Fair value measurements and valuation processes In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 • Level 2 • Level 3 Where Level 1 2 3 The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one rocess of such items is provided in Note 7 . Fair value measurement assumptions are also used for determination of expenses with Share-based Compensation, which are disclosed in Note 2 4 . h. Purchase Price Allocation – Business combination During the process of allocating the acquisition price in a business combination, management records the fair value of the consideration transferred (including contingent consideration) and the fair value of the assets acquired and liabilities assumed. The valuation techniques used for measuring the fair value of material assets acquired were as follows: - Property, plant and equipment uses Market comparison technique and cost technique: The valuation model considers market prices for similar items when they are available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence; - Intangible assets use Relief-from-royalty method and multi-period excess earnings method: The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents being owned. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets; - Inventories uses Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. |
Significant accounting policies
Significant accounting policies and new and not yet effective accounting standards | 12 Months Ended |
Dec. 31, 2022 | |
New accounting policies and significant accounting policies adopted | |
New accounting policies and significant accounting policies adopted | 4. Significant accounting policies and new and not yet effective accounting standards 4.1 A number of new standards, amendments and interpretations were effective for annual periods beginning after January 1, 2022, none of which had a material impact. Below are presented the new and not yet effective standards: • Insurance contracts (IFRS 17 • Income tax Deferred (Amendments to IAS 12 • Classification of liabilities as current or non-current (Amendments to IAS 1 • Disclosure of accounting Policies (Amendments to IAS 1 2 The new and not yet effective accounting standards, when adopted, are not expected to have a material impact on these consolidated financial statements. 4.2 Significant accounting policies The significant accounting policies applied in the preparation of the Consolidated Financial Statements are presented below. These policies have been consistently applied in the periods presented herein. a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments and have maturities of b. Financial Assets and Liabilities i Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way the Company manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, through the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: • The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets. • how the performance of the portfolio is evaluated and reported to the Company’s Management. • risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed. • how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or on the contractual cash flows obtained; and • the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset upon initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated with outstanding principal amount during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Company considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. This includes evaluating whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Company considers the following: • contingent events that change the amount or timing of cash flows. • terms that may adjust the contractual rate, including variable rates. • the prepayment and the extension of the term; and • the terms that limit the access of the Company to cash flows from specific assets (for example, based on the performance of an asset). Due to their nature, as of December 31, 202 2 and 202 1 the Company’s financial assets are classified as “measured at amortized cost” , except for the Marketable securities and other investments and interests in entities, which are classified as “measured at fair value through profit or loss”. Financial assets are not reclassified after initial recognition, unless the Company changes the business model for the management of financial assets, in which case all financial assets affected are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured as amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such upon initial recognition. Due to their nature, as of December 31, 202 2 and 202 1 the Company’s financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivables are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in statements of profit or loss. Financial assets are derecognized when the rights to receive the cash flows expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss", as well as interest income accrued over “Assets measured at amortized cost”, are presented in statements of profit or loss under "Finance income" in the period in which they arise. The Company derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Company also derecognizes a financial liability when the terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in statements of profit or loss. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the Consolidated Statement of Financial Position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. iv. Impairment of financial assets The Company assesses on a prospective basis the expected credit loss (“ECL”) associated with its financial asset instruments carried at amortized cost, with accruals and reversals recorded in the Statement of Profit or Loss . ECLs are based on the difference between the contractual cash flows due in accordance with the contractual terms and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk. For Note 10 c. Inventories Inventories are stated at cost or net realizable value, whichever is lower. The method of valuation of inventories is the average cost. The cost of finished goods and work in progress comprises project costs, raw materials, publishing costs (e.g., direct labor, other direct costs and the related direct production costs). Editorial costs incurred during the development phase of a new product are presented within inventories as “work in progress”, as materials are substantially revised annually. After the conclusion of its production and allocation in the line of "finished products", the sales of the product begins and any subsequent costs incurred are recognized in profit or loss as "cost of goods sold and services ", according to the accrual period on which the services are provided. The Company recognizes a provision for losses on finished products and low-handling raw materials, which are periodically analyzed and evaluated in terms of the expected realization of these inventories. If losses are not expected, the provision is reversed. Management periodically assesses whether obsolete inventories need to be destroyed. The Company also recognizes the right of return on its inventories. See Note 3.2 f d. Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Company, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to statement of Profit or Loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings and leasehold improvements 5-20 IT equipment 3-10 Furniture, equipment and fittings 3-10 Right of use assets 3-15 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The Company did not identify changes in the useful life at December 31, 202 2 and 202 1 . Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in statement of Profit or Loss when control of the asset is transferred. See Note 1 3 . e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in statement of profit or loss. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. See Note 5 f. Intangible Assets and Goodwill The Company’s intangible assets are mostly comprised of software, trademarks, customer portfolio, platform content production, trade agreement, copyrights and goodwill. Those items are further described below: Goodwill Goodwill arising on the acquisition of subsidiaries is measured as set out in Note 1 4 . b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria ( e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets is amortized using straight-line method over its estimated useful lives, not greater than 5 years. The Company did not identify changes in the useful life at December 31, 202 2 and 202 1 . c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 to 30 years . The Company did not identify changes in the useful life at December 31, 20 22 and 202 1 . d. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relationship has an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship (from 12 to 13 years). The Company did not identify changes in the useful life at December 31, 202 2 and 202 1 . e. Platform content production Development expenditure with platform content is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated on the straight-line method over their estimated useful lives of 3 years. The Company did not identify changes in the useful life at December 31, 202 2 and 202 1 . g. Copyrights The Company accounts for different copyright agreements as follows: i. Copyrights are paid to the authors of the content included in the textbooks produced by the Company and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. ii. In some instances where the authors maintain the legal title of the copyrights, contracts require the prepayment of part or even the full down payment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the Consolidated Statement of Financial Position and charged to statements of Profit or Loss when the books are sold based on the related sales forecast. The Company reviews regularly the forecast sales to determine if an impairment is required. iii. When the Company purchases permanently the legal title of the copyright from the authors, the amounts are capitalized in “Intangible Assets and Goodwill” as “Other intangible assets” and are amortized on the straight-line method over their estimated useful lives, which are not greater than 3 years, which is the content renewal estimated timeline. The Company did not identify changes in the useful life as of December 31, 202 2 and 202 1 . h. Impairment of non-financial assets Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units – CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in statement of profit or loss is not reversed . See Note 5 i. Bonds and Financing The Bonds and financing are recognized initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in consolidated profit and loss over the period of the bonds and financing using the effective interest rate method. Following initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method. The Bonds and financing are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve period of time to be prepared for its intended use or sale, are capitalized as part of the cost of that asset when it is probable that future economic benefits associated with the item will flow to the Company and the costs can be measured reliably. The other borrowing costs are recognized as finance costs in the period in which they are incurred. See Note 1 5 . j. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Company’s domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Company to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Company charged interest over the payment term at a rate that is commensurate with its own credit risk being subsequently recorded as finance cost using the effective interest rate method. The operation does not affect the deadlines, prices and conditions previously agreed. The suppliers specifically related to Reverse Factoring are segregated in the Note 1 6 . In addition, the effects of Reverse Factoring on Cash Flows are recognized in “Cash flow from operating activities”. k. Leases Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as most of the Company’ leases are related to property leases. ii. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The accounting amount of the lease liabilities is remeasured if there is a change in the term of the lease, a change in fixed lease payments or a change in valuation to purchase the right-of-use asset. iii. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease. iv. Determining the lease term of contracts with renewal options The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if reasonably certain to be exercised. The Company has the option, under some of its leases to lease the assets for additional terms. The Company applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). l. Provision for tax, civil and labor losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when ( i ) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which the Company appears as a defendant is assessed by Management on the financial statement dates. Provisions are recorded in an amount the Company believes it is adequate to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized in general and administrative expenses when incurred. See Note 2 2 . m. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated on pre-tax profit basis. IRPJ and CSLL are calculated based on the nominal statutory rates of 25% and 9%, respectively, adjusted by non-taxable/nondeductible items provided for by law. Deferred income tax and social contribution are calculated on income tax and social contribution losses and other temporary differences in relation to the balances of assets and liabilities in the Statement of Financial Position. The deferred income tax and social contribution assets are fully accounted for, except when it is not probable that assets will be recovered by future taxable income. Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. See Note 2 3 . n. Employee Benefits The Company has the following employee benefits: Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Company has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Company also provides its commercial team with commissions calculated considering existing sales and revenue targets that are periodically reviewed. These amounts are accrued in “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being made twice a year. Since commissions are paid based on the annual sales of each contract, the Company elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Company offered a defined contribution plan to its employees and once the contributions have been made, the Company has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred ( i.e employees have rendered services entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses in statement of Profit or Loss. c. Share-based Payments The Company compensates part of its Management and some employees through share-based compensation by plans involving Restricted Share Units or “RSU”. The RSU plans are based on Company shares, through a fixed share price (market price) determined on the grant date which the Company has the obligation of delivering shares without cash settled payment. The Share based payment is divided in the following: ( i ) L ong Term Investment – “ILP” – Refers to RSU plans for which some Company management and employees are eligible. In those plans the Company will deliver a fixed number of shares at a fixed share price measured at the Plan’s inception. The Company recognizes the expense and inherent labor taxes related to the RSU plan in profit and loss. In addition, the effects of the constructive obligation are recognized in statement of financial position under the share-based compensation reserve in equity and the corresponding taxes under “Salaries and Contributions”. 2 4 d. Termination benefits Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary resignation in exchange for these benefits. The Company recognizes termination benefits at the earlier of the following dates: ( i ) when the Company can no longer withdraw the offer of those benefits; and (ii) when the entity recognizes costs for a restructuring and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 o. Shareholders’ Equity Until July 23, 2020 the Company presented its financial statement based on the combined carve-out, where the capital reserves were not presented, and all effects were recorded in Parent Company’s Net Investment. As a consequence of the restructuring completed on July 23, 2020, the Company presented its consolidated financial statements considering a new basis of preparation where the share capital, capital reserve and accumulated losses were disclosed. Since July 1, 2020, amounts previously recorded in Parent Company’s net investment in Equity have been recorded as net income and portions were reclassified to share capital and capital reserve. ii. Share Capital On December 31, 202 2 and 2021 the Company’s share capital was R$ 4,820,815, divided into 82,649,887 shares of which 64,436,093 are Class B shares held by Cogna Group and 18,213,794 are Class A common shares held by others. iii. Capital reserve The breakdown of capital reserves is arising from share-based payment in the amount of R$ 80,531 on December 31, 2022 , and R$61,488 on December 31,2021 . S ee Note 2 4 . iv. Treasury shares On December 31, 202 2 and 2021 , the Company holds shares in treasury in the amount of R$ 23,880, corresponding to 1,000,000 shares, see Note 2 4 . p. Revenue Recognition The Company generates most of its revenue from the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transactions or term contracts with an average period from three five years Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when the Company delivers the content in printed and digital format. The Company also sells its products directly to students and parents through its e-commerce platform. Since the Company obtains control of the goods sold before they are transferred to its customers, the Company assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Company is entitled in exchange for the specified goods transferred. Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allow product returns (generally for period of four months past experience , assuming that the other conditions for revenue recognition are met. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data on a portfolio basis. In these circumstances a contractual obligation and a right to recover returned goods asset are recognized. The right to recover returned goods asset is measured at the former carrying amount of the inve |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations | |
Business Combinations | 5 Business Combinations The Company concluded some acquisitions to improve its portfolio of educational solutions as presented below: • January 14, 2022 • January 14, 2022 – MVP Consultoria e Sistemas Ltda. The Company’ business combinations are described below: Business Combinations during 2022 MVP Consultoria e Sistemas Ltda . and Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“ Phidelis ”) On January 14, 2022, the Company acquired though its subsidiary, Somos Sistemas de Ensino S.A. (“Somos Sistemas”), the entities Phidelis Tecnologia Desenvolvimento de Sistemas and MVP Consultoria e Sistemas Ltda. (“Phidelis”). 2023 2024 Phidelis MVP Total Current assets Cash and cash equivalents 162 217 379 Trade receivables 65 131 196 Taxes recoverable 1 4 5 Total current assets 228 352 580 Non-current assets Property, plant and equipment - 72 72 Intangible assets - Customer Portfolio 1,521 2,313 3,834 Intangible assets - Software 523 2,702 3,225 Total non-current assets 2,044 5,087 7,131 Total Assets 2,272 5,439 7,711 Current liabilities Salaries and social contributions 58 4 62 Taxes payable - 10 10 Income tax and social contribution payable - 80 80 Other liabilities - 12 12 Total current liabilities 58 106 164 Non-current liabilities Provision for tax, civil and labor losses - 2,504 2,504 Total non-current liabilities - 2,504 2,504 Total liabilities 58 2,610 2,668 Net identifiable assets at fair value (A) 2,214 2,829 5,043 Total Consideration transferred (B) 3,600 18,366 21,966 Goodwill (B – A) (i) 1,386 15,537 16,923 (i) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the Company, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. At the time of the acquisition, future tax deductibility is probable as certain actions, necessary to integrate the businesses from a tax perspective, are intended by management and considered feasible from a legal perspective. From the date of acquisition to December 31, 2022, Phidelis contributed to a net revenue from sales and services in the amount of R$5,157, and net profit for the year in the amount of R$ 780. If the acquisition had occurred on January 1, 2022, Management estimates that net revenue from sales and services would have been R$ 1,264,287 and net loss for the year would have been R$ (54,572). Business Combinations during 2021 Sociedade Educacional da Lagoa Ltda. (“SEL”) On March 2, 2021, the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“ Somos Sistemas ”), the entity Sociedade Educacional da Lagoa Ltda. (“SEL”). SEL provides technical and pedagogical services to education platforms, including the maintenance of such platforms, development and improvement of contents and training of professionals. The consideration paid was R$ 65,000, of which R$ 38,124 was paid in cash and the remaining amount of R$ 26,876 is subject to certain post-closing price adjustments (conditioned to the minimum amount of R$ 39,400 total contract revenue for the next two years, 2023 2024 adjusted by the positive variation of 100% of CDI). Nota 1000 Serviços Educacionais S.A. (“ Redação Nota 1000 On May 27, 2021, the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“ Somos Sistemas ”) the entity Redação Nota 1000 The Redação Nota 1000 i ) solely by essay-review specialists (manual); (ii) on an automated basis by the company’s software, with a final review by a specialist (semi-automated); or (iii) exclusively on an automated basis by the company’s software. The consideration transferred was R$ 11,387, of which R$ 4,093 was paid in cash and the remaining amount of R$ 7,294 will be paid in installments with final due date on December 24, 2026 (each installment adjusted by the positive variation of 100% of CDI index). In addition, the Company recognized a contingent consideration of R$ 2,650 subjects to certain post-closing price adjustments (achievement of financial targets such as maintenance of contracts, net revenue and average global cost, in addition to non-financial targets such as platform engagement, satisfaction of the customer in the service provided and adequate level of information security, for the years 2022 2023 During 2022 the Company concluded the acquisition accounting and adjusted during the measurement period, intangible assets and goodwill in the amount of R$ 1,098. EMME – Produções de Materiais em Multimídia (“EMME”) On August 1, 2021 the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“ Somos Sistemas ”) the entity EMME, which provides educational marketing solutions for schools, through license of its “software as a service”. The consideration transferred was R$ 15,317 of which R$ 3,063 was paid in cash and the remaining amount of R$ 12,253 will be paid in installments with final due date on August 16, 2026 (each installment adjusted by the positive variation of inflation- “IPCA” – Extended National Consumer Price Index). During 2022 the Company concluded the acquisition accounting and adjusted, during the measurement period, intangible assets and goodwill, in the amount of R$ 1,055. Editora De Gouges S.A. (“De Gouges”) On October 29, 2021 the Company acquired through its subsidiary, Somos Sistemas de Ensino S.A. (“ Somos Sistemas ”) the entity De Gouges, which provides learning system (K- 12 The acquisition agreement for De Gouges provided an obligation on the subsidiary, Somos Sistemas de Ensino S.A. under the Commercial Agreement. (“ Somos Sistemas ”), to grant an amount of R$62,234 in discounts on the sale price of teaching materials to Eleva Holding’s partner schools (the selling shareholder), within a period of up to 5 years limited to the amount of R$16,600 years. For this operation, the Company recorded a liability generated in the business combination (Provision for trade discount) and which should be realized according to its use in the coming years. Net identifiable assets acquired, and liabilities assumed involved in the Business Combinations and Consideration transferred The acquisitions were accounted for using the acquisition method of accounting, i.e., the consideration transferred, and the net identifiable assets acquired, and liabilities assumed were measured at fair value, while goodwill is measured as the excess of consideration paid over those items. The following table presents the net identifiable assets acquired and liabilities assumed for each business combination in 2021 SEL Redação Nota 1000 EMME De Gouges Total Current assets Cash and cash equivalents 1,461 525 637 16,439 19,062 Trade receivables (vi) - 1,327 1,082 18,190 20,599 Inventories (iv) - - - 4,534 4,534 Prepayments - - 14 83 97 Taxes recoverable - - 9 1,947 1,956 Other receivables 180 - - 12 192 Total current assets 1,641 1,852 1,742 41,205 46,440 Non-current assets Property, plant and equipment 611 - 128 1,272 2,011 Other intangible assets - 1,099 1 38 1,138 Intangible assets - Customer Portfolio (ii) 18,783 - - 64,806 83,589 Intangible assets - Trade agreement (iii) - - - 247,622 247,622 Intangible assets - Software (v) 1,296 5,692 4,048 - 11,036 Total non-current assets 20,690 6,791 4,177 313,738 345,396 Total Assets 22,331 8,643 5,919 354,943 391,836 Current liabilities Suppliers - 180 13 1,107 1,300 Salaries and social contributions 1 124 600 2,871 3,596 Taxes payable 17 207 102 - 326 Income tax and social contribution payable 33 - - 5,232 5,265 Provision for trade discount - - - 15,000 15,000 Other liabilities - 1,673 2 25 1,700 Total current liabilities 51 2,184 717 24,235 27,187 Non-current liabilities Provision for tax, civil and labor losses - - - 1,231 1,231 Provision for trade discount - - - 47,234 47,234 Total non-current liabilities - - - 48,465 48,465 Total liabilities 51 2,184 717 72,700 75,652 Net identifiable assets at fair value (A) 22,280 6,459 5,202 282,243 316,184 Total Consideration transferred (B) 65,000 11,387 15,317 611,554 703,258 Goodwill (B – A) (i) 42,720 4,928 10,115 329,311 387,074 ( i ) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company ( i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) As a result of purchase price allocation, the Company identified R$ 18,783 64,806 8 14 . (iii) As a result of the purchase price allocation, the Company identified R$ 247,622, a commercial agreement (“Eleva Holding”), which corresponds to the sale of teaching material from "De Gouges" to partner schools of "Eleva Holding" within 10 years, with an estimated sales rate of 10 % per year. (iv) As a result of the purchase price allocation, the Company identified R$ 4,534 33 (v) As a result of purchase price allocation, the Company identified R$ 11,036 Education System “Redação Nota 1000 14 (vi) Accounts receivable from customers comprise gross contractual amounts due of R$ 24,344 3,746 10 |
Financial Risk Management
Financial Risk Management | 12 Months Ended |
Dec. 31, 2022 | |
Financial Risk Management | |
Financial Risk Management | 6 Financial Risk Management The Company has a risk management policy for regular monitoring and managing the nature and overall position of financial risks and to assess its financial results and impacts on its cash flows. Counterparty credit limits are also reviewed periodically or whenever the Company identifies significant changes in financial risk. The economic and financial risks reflect the behavior of macroeconomic variables such as interest rates as well as other characteristics of the financial instruments maintained by the Company. These risks are managed through control and monitoring policies, specific strategies, and limits. Financial risk factors The Company’s activities expose it to certain financial risks mainly related to market risk, credit risk and liquidity risk. Management and the Group’s Board of Directors monitor such risks in line with their capital management policy objectives. This Note presents information on the Company’s exposure to each of the risks above, the objectives of the Company, measurement policies, and the Company’s risk and capital management process. The Company has no derivative transactions. Market risk – cash flow interest rate risk This risk arises from the possibility that the Company incurs losses because of interest rate fluctuations that increase finance costs related to financing and bonds raised in the market and obligations for acquisitions from third parties payable in installments. The Company continuously monitors market interest rates in order to assess the need to contract financial instruments to hedge against volatility of these rates. Additionally, financial assets also indexed to CDI and IPCA (broad consumer price index) partially mitigate any interest rate exposures. Interest rates contracted are as follows: December 31, 2022 December 31, 2021 Interest rate Bonds Private Bonds – 6 th – series 2 53,688 104,844 CDI + 1.00% p.a. Private Bonds – 6 th – series 2 - 210,920 CDI + 1.70% p.a. Private Bonds – 9 th – series 2 259,843 - CDI + 2.40% p.a. Bonds – 1 st 529,465 514,574 CDI + 2.30% p.a. Financing and Lease Liabilities - Mind Makers - 888 TJPLP + 5% p.a. Financing and Lease Liabilities 140,563 160,542 IPCA Accounts Payable for Business Combination and acquisition of associates 625,277 532,313 100% CDI 1,608,836 1,524,081 b. Credit risk Credit risk arises from the potential default of a counterparty on an agreement or financial instrument, resulting in financial loss. The Company is exposed to credit risk in its operating activities (mainly in connection with trade receivables , see N ote 10 and financial activities that include reverse factoring deposits with banks and other financial institutions and other financial i nstruments contracted. The Company mitigates its exposure to credit risks associated with financial instruments, deposits in banks and short-term investments by investing in prime financial institutions and in accordance with limits previously set in the Company’s policy. See Notes 8 and 9 . To mitigate risks associated with trade receivables, the Company adopts a sales policy and an analysis of the financial and equity condition of its counterparties. The sales policy is directly associated with the level of credit risk the Company is willing to accept in the normal course of its business. The diversification of its receivable’s portfolio, the selectivity of its customers, as well as the monitoring of sales financing terms and individual position limits are procedures adopted to minimize defaults or losses in the realization of trade receivables. Thus, the Company does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Furthermore, the Company reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate credit losses are recorded (Note 10 c. Liquidity risk In order to cover possible liquidity deficiencies or mismatches between cash and cash equivalents and short-term debt and financial obligations, the Company continues to operate with reverse factoring as long as this credit line is offered by banks and accepted by Company suppliers. This is the risk of the Company not having enough funds and or bank credit limits to meet its short-term financial commitments, due to mismatching terms in expected receipts and payments. The Company continuously monitors its cash balance and indebtedness level and implemented measures to allow access to the capital markets, when necessary. It also endeavors to assure they remain within existing credit limits. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets, liabilities and takes into consideration its debt financing plans, covenant compliance, internal liquidity targets and, if applicable, regulatory requirements. Cash surplus generated by the Company is handled in short-term deposits being those investments composed by enough liquidity thus providing to the Company the appropriate commitment with the going concern presumption. On September 28, 2022 the Company’s subsidiary Somos Sistemas de Ensino S.A issued R$ 250,000 in private bonds , not convertible. The bonds are aimed to reinforce the Company’s capital structure , and lengthen the debt maturity profile, whose average term currently is 37 months from the issuance . On August 6, 2021 the Company’s subsidiary Somos Sistemas de Ensino S.A issued R$ 500,000 in simple debentures, not convertible. The debentures are aimed to reinforce the Company’s capital structure as well as extending the debt maturity profile, see Note 1 5 . The table below presents the maturity of the Company’s financial liabilities. Financial liabilities by maturity ranges December 31, 2022 Less than one Between one two Over two Total Bonds and financing (Note 15 93,779 499,217 250,000 842,996 Lease Liabilities (Note 17 23,151 22,921 94,491 140,563 Accounts Payable for business combination and acquisition of associates (Note 19 73,007 389,186 163,084 625,277 Suppliers (Note 16 250,647 - - 250,647 Reverse Factoring (Note 16 155,469 - - 155,469 Other liabilities - related parties (Note 21 54 - - 54 596,107 911,324 507,575 2,015,006 Financial liabilities by maturity ranges The table below reflects the estimated interest rate based on CDI for 12 12.43 % p.a ) extracted from BACEN (Brazilian Central Bank) on December 31,202 2 . Amounts payable refer to principal and interest based on undiscounted contractual amounts and, therefore, do not reflect the financial position presented as of December 31, 202 2 : December 31, 2022 Less than one Between one two Over two Total Bonds and financing 105,436 561,270 281,075 947,781 Lease Liabilities 26,029 25,770 106,236 158,035 Accounts Payable for business combination and acquisition of associates 82,082 437,562 183,355 702,999 Suppliers 281,802 - - 281,802 Reverse Factoring 174,794 - - 174,794 Other liabilities - related parties 61 - - 61 670,204 1,024,602 570,666 2,265,472 Capital management The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure of the Company, management can make, or may propose to the shareholders when their approval is required, adjustments to the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce, for example, debt. The Company monitors capital based on the gearing ratio. This ratio corresponds to the net debt expressed as a percentage of total capitalization. Net debt comprises financial liabilities less cash and cash equivalents. Total capitalization is calculated as shareholders’ equity as shown in the consolidated balance sheet plus net debt. The Company’s main capital management objectives are to safeguard its ability to continue as a going concern, optimize returns, allow consistency of operations to other stakeholders, and maintain an optimal capital structure reducing financial costs and maximizing the returns. In addition, the Company monitors financial leverage adequacy, and mitigates risks that may affect the availability of capital for Company development. December 31, 2022 December 31, 2021 Net debt (i) 1,969,241 1,518,247 Total shareholders' equity 4,629,679 4,665,209 Total capitalization (ii) 2,660,438 3,146,963 Gearing ratio - % - (iii) 74 % 48 % (i) Net debt comprises financial liabilities (note 7 (ii) Refers to the difference between Shareholders’ Equity and Net debt. (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization. Sensitivity analysis The following table presents the sensitivity analysis of potential losses from financial instruments, according to Management’s assessment of relevant market risks presented above. A probable scenario (Base scenario) over a 12 12.43 % p.a. as per DI Interest Deposit rate (“CDI”) reference rates disclosed by B 3 Two Index - % per year Balance as of December 31, 2022 Base scenario Scenario I Scenario II Financial Investments 103.40% of CDI 39,212 4,874 6,093 7,311 Marketable Securities 103.39% CDI 380,514 47,298 59,122 70,947 419,726 52,172 65,215 78,258 Accounts Payable for Business Combination and acquisition of associates 100% of CDI (625,277 ) (77,722 ) (97,152 ) (116,583 ) Lease liabilities CDI + 1.28% (140,563 ) (17,472 ) (21,840 ) (26,208 ) Bonds and financing CDI + 1.66% (842,996 ) (104,784 ) (130,981 ) (157,177 ) (1,608,836 ) (199,978 ) (249,973 ) (299,968 ) Net exposure (1,189,110 ) (147,806 ) (184,758 ) (221,710 ) Interest rate -% p.a - - 12.43 % 15.54 % 18.65 % Stressing scenarios - - - 25 % 50 % |
Financial Instruments by Catego
Financial Instruments by Category | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments by Category | |
Financial Instruments by Category | 7 Financial Instruments by Category The Company holds the following financial instruments: Hierarchy December 31, 2022 December 31, 2021 Assets - Amortized cost Cash and cash equivalents 45,765 309,893 Marketable securities - 166,349 Trade receivables 649,135 505,514 Other receivables 972 2,105 Related parties – other receivables 1,759 501 697,631 984,362 Assets - Fair value through profit or loss Marketable securities 1 380,514 - Other investments and interests in entities 8,272 - 388,786 - Liabilities - Amortized cost Bonds and financing 842,996 831,226 Lease liabilities 140,563 160,542 Reverse factoring 155,469 97,619 Suppliers 250,647 167,168 Accounts payable for business combination and acquisition of associates 569,360 497,187 Accounts payable for business combination and acquisition of associates (i) 3 55,917 35,126 Other liabilities - related parties 54 39,271 2,015,006 1,828,139 i) Refers to a portion of the liability remeasured based on economic activity of the acquired entity (post-closing price adjustments). Valuation techniques and significant unobservable inputs The following table shows the valuation techniques used in measuring level 3 Entities Valuation technique Significant unobservable inputs Inter-relationship between key unobservable inputs and fair value measurement Phidelis Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). 1. The achievement of financial targets are linked to net revenue of the years 2023 and 2024. 2.Revenue: we consider for the revenue projection the continuity of old contracts and new contracts with average annual revenue growth of 21.1%. The estimated fair value would increase (decrease) if: - Any product is no longer monetized (lower) - The risk-adjusted discount rates were lower (higher) SEL Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). 1. Renewal, in writing, to the year 2023 and 2024, of the Structured Teaching Program Contract; or 2. Entering a new contract, in writing, with SESI effective for the year 2024, with or without the need for bidding, so that the Buyer continues to provide in the year of 2024 services to SESI, according to the specific scope to be defined by SESI (“Renovation Structured Teaching Program 2024”). The estimated fair value would increase (decrease) if: - No contract renewal (lower) Redação Nota 1000 Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). 1. Net Revenue Target 2023: R$3,952 2. (i) 2023 Net Revenue equal to or greater than R$3,952 so = 100%, (ii) 2023 Net Revenue equal to or greater than R$2,799 and less than R$3,952 so 70%, (iii) 2023 Net Revenue equal to or greater than R$ 2,659 and less than R$2,799 so 60%, (iv) 2023 Net Revenue equal to or greater than R$2,379 and less than R$2,659 so, 40%, and (v) Net Revenue less than R$2,379 so 0%. Not applicable. Educbank Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (students enrolled). 1. Reaching 25,000 new students effectively hired, as determined after issuing bank slips, in relation to the Company's services 2. Reaching 37,000 new students effectively hired, as determined after issuing bank slips, in relation to the Company's services. The estimated fair value would increase (decrease) if: - Not applicable. The Company has not disclosed the fair values of your financial instruments, because their carrying amounts approximates fair value. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents. | |
Cash and cash equivalents | 8 Cash and cash equivalents Composition The balance of this account comprises the following amounts: December 31, 2022 December 31, 2021 Cash 7 100 Bank account 6,546 17,772 Financial investments (i) 39,212 292,021 45,765 309,893 ( i ) The Company invests in short-term fixed income investment funds with daily liquidity and no material risk of change in value. Financial investments presented an average gross yield of 103 % of the annual CDI rate on December 31, 2022 (105.2 % on December 31, 202 1 ). All investments are highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and correspond to the cash obligations for the period. |
Marketable securities
Marketable securities | 12 Months Ended |
Dec. 31, 2022 | |
Marketable securities | |
Marketable securities | 9 Marketable securities a Credit Risk December 31, 2022 December 31, 2021 Financial bills (LF) AAA - 1,640 Financial treasury bills (LFT) AAA - 164,709 Private investment fund AAA 31,842 - Private investment fund AA 348,672 - 380,514 166,349 The average gross yield of securities is based on 104 % CDI on December 31, 202 2 (101 % CDI on December 31, 202 1 ). |
Trade receivables
Trade receivables | 12 Months Ended |
Dec. 31, 2022 | |
Trade receivables | |
Trade receivables | 10 Trade receivables The balance of this account comprises the following amounts: a. Composition December 31, 2022 December 31, 2021 Trade receivables 711,439 505,190 Related Parties (Note 21 7,177 46,824 ( - ) Impairment losses on trade receivables (69,481 ) (46,500 ) 649,135 505,514 b. Maturities of trade receivables December 31, 2022 December 31, 2021 Not yet due 563,005 417,233 Past due Up to 30 19,435 9,657 From 31 60 22,637 10,331 From 61 90 12,193 7,366 From 91 180 42,169 21,154 From 181 360 31,357 23,852 Over 360 20,643 15,597 Total past due 148,434 87,957 Related parties (note 21 7,177 46,824 Impairment losses on trade receivables (69,481 ) (46,500 ) 649,135 505,514 The gross carrying amount of trade receivables is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. Collection efforts continue to be made, even for the receivables that have been written off, and amounts recoverable are recognized directly in Consolidated Statement of Profit or Loss and Other Comprehensive Income upon collection. c. Impairment losses on trade receivables The Company measures impairment losses on trade receivables at an amount equal to lifetime expected credit losses (“ECL”) estimated using a monthly provision matrix. This matrix is prepared by analyzing the receivables established each month (in the 12 The Company also recognizes impairment losses on trade receivables at 100% for customers that filed for judicial recovery or bankruptcy, based on historical experience, which indicates that these receivables are generally not recoverable. The credit risk and expected credit losses associated with amounts due from related parties is not significant. The following table details the risk profile of trade receivables based on the Company’s provision matrix as of December 31, 202 2 and as of December 31, 202 1 . d. Expected credit losses aging December 31, 2022 December 31, 2021 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 1.52% 8,970 0.30% 1,263 Past due Up to 30 9.53% 2,072 12.67% 1,219 From 31 60 14.09% 2,728 17.01% 1,769 From 61 90 19.87% 2,335 23.75% 1,764 From 91 180 29.66% 10,096 35.71% 7,608 From 181 360 48.35% 12,465 72.90% 17,399 Over 360 76.40% 15,434 99.23% 15,478 Total past due 54,100 46,500 Customers in judicial recovery (i) 100% 15,381 100% - (-) Impairment losses on trade receivables 69,481 46,500 (i) On December 31, 2022 the Company’s Management recorded R$15 million in provision for expected credit loss relating to the entirely of Vasta’s receivable for products in inventory of a large retail company in judicial recovery. The Company did not identify customers in judicial recovery as of December 31, 2021. The following table shows the c 2021 2020 e. Changes on provision December 31, 2022 December 31, 2021 December 31, 2020 Opening balance 46,500 32,055 22,524 Additions 45,904 39,326 29,870 Reversals (288 ) (2,854 ) (4,855 ) Write offs (i) (22,635 ) (22,027 ) (15,484 ) Closing balance 69,481 46,500 32,055 (i) The Company assessed its customers credit lines, on a regular basis. Due to historical losses and lack of prospects of credit recovery alongside these customers, the Company recognized R$ 22,635 as write-off as of December 31, 2022 (R$ 22,027 as of December 31, 2021). |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventories | |
Inventories | 11 Inventories The balance of this account comprises the following amounts: Composition December 31, 2022 December 31, 2021 Finished products (i) 160,519 160,318 Work in process 73,993 51,152 Raw materials 30,773 27,081 Imports in progress 347 1,681 Right to returned goods (ii) 818 2,131 266,450 242,363 (i) These amounts are net of slow-moving items and net realizable value. (ii) Represents the Company’s right to recover products from customers when customers exercise their right of return under the Company’s returns policies, where the Company estimates the volume of goods returned based on experience and foreseen expectations. Changes in provision for losses with slow-moving inventories, net realizable value and provision for right to returned goods are broken down as follows: b. Changes in provision December 31, 2022 December 31, 2021 December 31, 2020 Opening balance 58,723 62,210 69,080 Additions 46,138 24,178 8,783 (Reversals) (5,214 ) (2,061 ) (4,726 ) Inventory losses (i) (15,598 ) (25,604 ) (10,927 ) Closing balance 84,049 58,723 62,210 (i) Refers substantially to physical books destroyed, previously provisioned, due to indication of damage or obsolescence caused by changes in the educational content during the school year. |
Equity accounted investees
Equity accounted investees | 12 Months Ended |
Dec. 31, 2022 | |
Equity accounted investees | |
Equity accounted investees | 1 2 Equity accounted investees a) Composition of investments Investment type Interest % Investment Fair value Goodwill December 31, 2022 Educbank Associate 45% 41,485 7,868 33,786 83,139 41,485 7,868 33,786 83,139 b) Investments without control and significant influence EducBank As of December 31, 2021 - Acquisition 87,651 Equity method (4,512 ) As of December 31,2022 83,139 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | 13 Property, plant and equipment The cost, weighted average depreciation rates and accumulated depreciation are as follows: December 31, 2022 December 31, 2021 Weighted average depreciation rate Cost Accumulated depreciation Net book value Cost Accumulated depreciation Net book value IT equipment 10% - 33% 80,262 (43,294 ) 36,968 44,181 (27,565 ) 16,615 Furniture, equipment and fittings 10% - 33% 60,920 (36,818 ) 24,102 38,116 (29,726 ) 8,390 Property, buildings and improvements 5%-20% 53,027 (40,381 ) 12,646 54,508 (36,636 ) 17,872 In progress - 4,494 - 4,494 677 - 677 Right of use assets 6%-33% 257,034 (137,948 ) 119,086 251,694 (109,957 ) 141,737 Land - 391 - 391 391 - 391 Total 456,128 (258,441 ) 197,688 389,567 (203,885 ) 185,682 Changes in property, plant and equipment are as follows: IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets (i) Land Total As of December 31, 2021 16,615 8,390 17,872 677 141,737 391 185,682 Additions 35,086 21,571 657 3,829 12,002 - 73,145 Additions through business combinations 54 12 - 6 - - 72 Disposals / Cancelled contracts - (6 ) - (18 ) (3,796 ) - (3,820 ) Depreciation (15,727 ) (5,379 ) (5,428 ) - (30,857 ) - (57,391 ) Transfers 941 (486 ) (455 ) - - - - As of December 31, 2022 36,968 24,102 12,646 4,494 119,086 391 197,688 (i) Refers to recognition of new lease agreements of R$ 12,002 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 17 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 Additions (i) 16,105 1,028 597 2,732 25,513 - 45,975 Additions through business combinations 1,041 835 135 - - - 2,011 Renegotiation (ii) - - - - (12,439 ) - (12,439 ) Disposals / Cancelled contracts - (124 ) - - (3,286 ) - (3,410 ) Depreciation (2,010 ) (3,319 ) (5,208 ) - (27,924 ) - (38,461 ) Transfers - 62 2,370 (2,370 ) - (62 ) - As of December 31, 2021 16,615 8,390 17,872 677 141,737 391 185,682 (i) Refers substantially to recognition of new lease agreements of R$ 25,513 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 17 (ii) The Company returned part of the São José dos Campos warehouse to the lessor in September 2021, maintaining the lease agreement and term, changing only in the subsequent lease installments leading to the reversal adjustments of the right-of-use asset and corresponding lease liabilities. The Company assesses at each reporting date, whether there is an indication that a property, plant and equipment asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. There were no indications of impairment of property, plant and equipment as of December 31, 2022 and 2021 . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 14 Intangible Assets and Goodwill The cost, weighted average amortization rates and accumulated amortization of intangible assets and goodwill comprise the following amounts: December 31, 2022 December 31, 2021 Weighted average amortization rate Cost Accumulated amortization Net book value Cost Accumulated amortization Net book value Software 20% 263,433 (182,711 ) 80,722 247,326 (151,281 ) 96,045 Customer Portfolio 8% 1,201,074 (377,891 ) 823,183 1,197,381 (275,276 ) 922,105 Trademarks 5% 631,582 (112,967 ) 518,615 632,016 (85,658 ) 546,358 Trade Agreement 8% 247,622 (28,795 ) 218,827 247,622 (4,127 ) 243,495 Platform content production 33% 123,251 (74,881 ) 48,370 73,877 (49,583 ) 24,294 Other Intangible assets 33% 39,422 (32,142 ) 7,280 39,421 (32,140 ) 7,281 In progress 18,958 - 18,958 3,991 - 3,991 Goodwill 3,711,721 - 3,711,721 3,694,798 - 3,694,798 6,237,063 (809,387 ) 5,427,676 6,136,432 (598,065 ) 5,538,367 Changes in intangible assets and goodwill were as follows: Software Customer Portfolio Trademarks Trade Agreement Platform content production Other Intangible assets In progress Goodwill Total As of December 31, 2021 (i) 96,045 922,105 546,358 243,495 24,294 7,281 3,991 3,694,798 5,538,367 Additions 12,881 - - - 62,722 17 14,967 - 90,587 Additions through business combinations 3,225 3,833 - - - - - 16,923 23,981 Disposals - (140 ) ( 434 ) - ( 13,348 ) (15 ) - - ( 13,937 ) Amortization (31,430 ) (102,615 ) (27,309 ) (24,668 ) (25,298 ) ( 3 ) - - (211,323 ) As of December 31, 2022 80,722 823,183 518,615 218,827 48,370 7,280 18,958 3,711,721 5,427,676 (i) Considers the review of goodwill and intangibles assets of the acquisition of EMME and Redação Nota Mil, acquired during the year 2021. Software Customer Portfolio Trademarks Trade Agreement Platform content production (i) Other intangible assets In progress Goodwill (ii) Total As of December 31, 2020 83,414 928,858 573,586 - 23,821 6,243 999 3,307,805 4,924,726 Additions 25,560 - - - 20,808 39 9,509 - 55,916 Additions through business combinations 11,036 83,589 - 247,622 - 1,099 - 387,074 730,419 Amortization (30,482 ) (90,342 ) (27,309 ) (4,127 ) (20,335 ) (100 ) - - (172,695 ) Transfers 6,517 - - - - - (6,517 ) - - As of December 31, 2021 96,045 922,105 546,277 243,495 24,294 7,281 3,991 3,694,879 5,538,367 (i) Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include “Plurall Digital Transformation” in the amount of R$ 20,808 million, and project related to learning systems, in the amount of R$ 9,509 million. (ii) The Company recognized R$ 387,074 Nota 1000 5 (i) Goodwill impairment test The Company performed its annual impairment test in 2022 2021 2021 The Company is comprised of two one 28 December 31, 2022 December 31, 2021 Content and Edtech Platform 3,674,034 3,674,036 Digital Platform 37,687 20,843 3,711,721 3,694,879 The recoverable amount of a CGU has been determined based on value-in-use calculations. These calculations use pre-income tax and social contribution cash flow projections based on financial budget approved by management covering a period of eight For each of the CGUs, the key assumptions, long-term growth rate and discount rate used in the value-in-use calculations are stated in the table below. In addition, the recoverable amount is also disclosed in the table. The key assumptions used for value-in-use calculations as of December 31, 2022 and 2021 2022 2021 Content and EdTech Platform Digital Platform Content and EdTech Platform Digital Platform Growth rate - % 13.70 % 12.5 % 14.40 % 9.7 % Discount rate - % 12.10 % 12.10 % 10.81 % 10.81 % Growth rate (%) in perpetuity 4.7 % 4.7 % 5.8 % 5.8 % Years projected 8 8 8 8 Growth rate is based on assumptions defined by the Company’s management, underpinned by business performance compared with other competitors and based on internal measures (new initiatives and services provided) taken into consideration. The discount rate is determined by individual WACC (weighted average working capital), net of income taxes. The assumptions of the long-term model used in the impairment test calculation were assessed and approved by the Business’ Management, as well as the rates used. (ii) Impairment of other intangible assets and in progress There were no indications of impairment of intangible assets for the years ended December 31, 2022 and 2021 |
Bonds and financing
Bonds and financing | 12 Months Ended |
Dec. 31, 2022 | |
Bonds and financing | |
Bonds and financing | 15 Bonds and financing The balance of bonds and financing comprises the following amounts: December 31, 2021 Additions (i) Payment of interest (ii) Payment of principal (ii) Interest accrued Transaction cost of bonds Transfers December 31, 2022 Bonds with Related Parties 264,673 - (33,921 ) (254,885 ) 36,573 - 50,885 63,325 Bonds 16,581 - (58,425 ) - 72,298 1,018 (1,018 ) 30,454 Financing 237 - (154 ) (759 ) 25 - 651 - Current liabilities 281,491 - (92,500 ) (255,644 ) 108,896 1,018 50,518 93,779 Bonds with Related Parties 51,091 250,000 - - - - (50,885 ) 250,206 Bonds 497,993 - - - - - 1,018 499,011 Financing 651 - - - - - (651 ) - Non-current liabilities 549,735 250,000 - - - - (50,518 ) 749,217 Total 831,226 250,000 (92,500 ) (255,644 ) 108,896 1,018 - 842,996 (i) On September 28, 2022, the Company issued simple debentures not convertible into shares, subject to remunerative interest of 100% of the CDI , plus a spread of 2.40 % per year, in the total amount of R$ 250,000 . The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, whose average term has become 37 months . (ii) We present below the composition of interest and principal payments considering the issues made: Emission Payments Interest Principal SSED 21 6 2 02/15/2022 and 08/11/2022 (10,792 ) (50,885 ) SEDU 21 7 2 02/15/2022 and 08/11/2022 (23,129 ) (204,000 ) GAGL 11 02/07/2022 and 08/05/2022 (58,425 ) - Financing 06/22/2022 (154 ) (759 ) Total (92,500 ) (255,644 ) December 31, 2020 Additions (ii) Payment of interest (i) Payment of principal (i) Interest accrued Transaction cost of bonds Transfers December 31, 2021 Bonds with related parties 502,743 - (24,873 ) (477,564 ) 25,859 - 238,509 264,673 Bonds - - - - 17,574 (993 ) - 16,581 Financing 139 - (49 ) (177 ) 116 - 208 237 Current liabilities 502,882 - (24,922 ) (477,741 ) 43,549 (993 ) 238,717 281,491 Bonds with related parties(i) 289,600 - - - - - (238,509 ) 51,091 Bonds - 500,000 - - - (2,007 ) - 497,993 Financing 859 - - - - - (208 ) 651 Non-current liabilities 290,459 500,000 - - - (2,007 ) (238,717 ) 549,735 Total 793,341 500,000 (24,922 ) (477,741 ) 43,549 (3,000 ) - 831,226 (i) On March 15, 2021, the Company, substantially settled bonds with related parties amounting to R$ 100,000 and R$ 1,488 , in principal and interest, respectively as follows: 5 th Issuance, 1 st series – R$ 101,488 . In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 1,451 , 6 th Issuance, 2 nd series – R$ 3,613 and 7 th Issuance, single series – R$ 5,663 . This measure is part of a commitment with shareholders as a result of the IPO. On May 31, 2021, the Company partially settled bonds with related parties amounting to R$ 188,000 , of principal of the 7 th issuance single series. On August 6, 2021, the Company settled the remaining 7 th 189,564 and R$ 5,871 , as principal and interest. In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 2,029 and 6 th Issuance, 2 nd series – R$ 4,758 . Regarding the financing with Banco de de Minas SA - BDMG, the Company pays monthly the amount of R$ 15 and R$ 4 , respectively, of principal and interest, totaling on December 31, 2021 an amount of R$ 177 and R$ 49 , respectively, of principal and interest (ii) On August 6, 2021, the subsidiary de S.A. issued R$ 500 million in simple debentures not convertible into shares, subject to compensatory interest of 100% of DI Interest Deposit rate (CDI) , plus spread of 2.30 % per year. The debentures are aimed at reinforcing the Company’s capital structure and elongating the debt maturity profile, which average maturity now stands at 35 months . Bonds’ description See below the bonds outstanding on December 31, 2022: Subscriber Related Parties Related Parties Third parties Issuance 5 9 1 Series 2 nd 2 nd Single Series Date of issuance 08/15/2018 09/28/2022 08/06/2021 Maturity Date 08/15/2023 09/28/2025 08/05/2024 First payment after 60 months 36 months 35 months Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.00% p.a. CDI + 2.40% p.a. CDI + 2.30% p.a. Principal amount (in millions of R$) 100 250 500 b. Bond’s maturities The maturities range of these accounts, considering related and third parties are as follow: Maturity of installments December 31, 2022 % December 31, 2021 % 2023 93,779 11.1 281,491 33.9 2024 499,217 59.2 51,063 6.1 2025 250,000 29.7 498,672 60.0 Total non-current liabilities 749,217 88.9 549,735 66.1 842,996 100.0 831,226 100.0 c. Debit commitments The maintenance of the contractual maturity of debentures at their original maturities is subject to covenants, which are being regularly complied with. The covenant compliance indicators are the following: Bonds with related parties On November 19, 2019, all rights and obligations related to bonds issued by Saber with third parties were transferred to Cogna, under the condition that R$ 1,535,800 of the amounts should be transferred to the Company upon the Corporate Restructuring. Through this process, the Company is subject to the following clauses: (i) the acceleration of the other debentures originally issued by Saber; (ii) the grant by the Company of any liens on Company assets or its capital stock; (iii) a change in control by Cogna of Saber’s subsidiaries, subject to certain exceptions. Additionally, the Company has agreed until the maturity of the private debentures that: (i) it will allocate at least 50% of the use of proceeds from any liquidity event to repay such debentures; (ii) it will not obtain any new loans unless the proceeds of such loans are directed to repayment of its debentures with Cogna; and (iii) the Company will not pledge shares and/or dividends. The Company complied with all debt commitments in the period applicable on December 31, 2022 and 2021 Bonds with third parties The bond issued by Somos Sistemas requires the maintenance of certain financial indicators “covenants” which are annually calculated based on Somos Sistemas Consolidated financial statements. The period of covenants compliance comprises 12 4.25%in 2021 4.00% in 2022 3.75% in 2023 3.50% in 2024 This ratio cannot be breached for two consecutive periods or three alternate periods. Consolidated net debt five Adjusted consolidated EBITDA On December 31, 2022, the financial ratio net debt by adjusted EBITDA reached the result of 2.74%, within the conditions established in the aforementioned financial contractual clauses. On December 31, 2021, the financial ratio net debt by adjusted EBITDA reached the result of 4.47%, exceeding the ratio, but yet within the clauses established. |
Suppliers
Suppliers | 12 Months Ended |
Dec. 31, 2022 | |
Suppliers | |
Suppliers | 16 Suppliers The balance of this account comprises the following amounts: Composition December 31, 2022 December 31, 2021 Local suppliers 215,593 132,124 Related parties (note 21 13,781 19,534 Copyright 21,273 15,510 250,647 167,168 Reverse Factoring (i) 155,469 97,619 (i) As of December 31, 2022, the balance of reverse factoring was R$ 155,469 (R$ 97,619 as of December 31, 2021), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.27% per month (as of December 31, 2021, the weighted average was 1.05% per month) and a maximum payment term of 360 days. The balance is initially recognized net of the present value adjustment, which is subsequently recognized as a financial expense. |
Lease liabilities
Lease liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Lease liabilities. | |
Lease liabilities | 17 Lease liabilities The lease agreements have an average term of 7 years and weighted average rate of 14.32% p.a. December 31, 2022 December 31, 2021 Opening balance 160,542 173,103 Additions for new lease agreements (i) 12,002 25,513 Renegotiation - (12,439 ) Cancelled contracts (3,180 ) (3,481 ) Renegotiation - COVID- 19 - (448 ) Interest 13,143 14,984 Payment of interest (14,941 ) (14,692 ) Payment of principal (27,003 ) (21,998 ) Closing balance 140,563 160,542 Current liabilities 23,151 26,636 Non-current liabilities 117,412 133,906 140,563 160,542 (i) Refers to new lease agreements which the Company has embedded part of its digital learning solutions. These lease agreements (digital learning) refer to lease terms of 36 months, with rates negotiated in the range of 10.3% p.a to 10.9% p.a. Short-term leases (lease period of 12 months or less) and leases of low-value assets (such as personal computers and office furniture) are recognized on a straight-line basis in rent expenses for the period and are not included in lease liabilities. Fixed and variable lease payments, including those related to short-term contracts and to low-value assets, were the following for the years ended December 31, 2022 and 2021 For the years ended December 31 2022 2021 Fixed Payments 41,944 36,689 Payments related to short-term contracts and low value assets, variable price contracts (note 26 18,312 17,775 60,256 54,464 |
Contractual obligations and def
Contractual obligations and deferred income | 12 Months Ended |
Dec. 31, 2022 | |
Contractual obligations and deferred income | |
Contractual obligations and deferred income | 18 Contractual obligations and deferred income December 31, 2022 December 31, 2021 Refund liability (i) 51,533 37,122 Contract of exclusivity for processing payroll 587 783 Deferred income in leaseback agreement (ii) 4,075 5,678 Other contractual obligations 1,657 2,582 57,852 46,165 Current 57,852 46,037 Non-current - 128 57,852 46,165 (i) Refers to the customer’s right to return products, as mentioned in Note 11 (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500. This transaction included deferred income of R$ 9,104, which has been appropriated according to the lease term of the property (120 months). |
Accounts payable for business c
Accounts payable for business combination and acquisition of associates | 12 Months Ended |
Dec. 31, 2022 | |
Accounts payable for business combination and acquisition of associates | |
Accounts payable for business combination and acquisition of associates | 19 Accounts payable for business combination and acquisition of associates December 31, 2022 December 31, 2021 Pluri 3,653 3,251 Mind Makers 7,915 7,044 Livro Fácil 10,516 14,055 Meritt 300 3,347 SEL 30,267 26,935 Redação Nota 1000 6,030 7,230 EMME 10,827 12,780 Editora De Gouges 514,299 457,671 Phidelis 16,976 - Educbank 24,494 - 625,277 532,313 Current 73,007 20,502 Non-current 552,270 511,811 625,277 532,313 The changes in the balance are as follows: December 31, 2022 December 31, 2021 Opening balance 532,313 48,055 Additions 120,344 703,257 Cash payment (80,939 ) (205,280 ) Payments in installments (11,379 ) (19,168 ) Interest payment (603 ) (1,571 ) Interest adjustment 65,725 8,158 Remeasurement (184 ) (1,138 ) Closing balance 625,277 532,313 The maturity years of such balances as of December 31, 202 2 are shown in the table below: December 31, 2022 December 31, 2021 Maturity of installments Total % Total % In up to one 73,007 11.7 % 20,502 3.9 % One two 389,186 62.2 % 35,685 6.7 % Two three 163,084 26.1 % 166,730 31.3 % Three - - 309,396 58.1 % 625,277 100.0 % 532,313 100.0 % |
Salaries and Social Contributio
Salaries and Social Contribution | 12 Months Ended |
Dec. 31, 2022 | |
Salaries and Social Contribution | |
Salaries and Social Contribution | 20 Salaries and Social Contribution December 31, 2022 December 31, 2021 Salaries payable 28,351 22,348 Social contribution payable (i) 25,205 23,926 Provision for vacation pay and 13 21,454 10,616 Provision for profit sharing (ii) 25,047 5,923 Others - 16 100,057 62,829 (i) Refers to the effect of social contribution over restricted share units' compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on a monthly basis . (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2022 | |
Related parties | |
Related parties | 21 Related parties As presented in note 1 21 The balances and transactions between the Company and its associates have been eliminated in the Company’s Consolidated Financial Statements. The balances and transactions between related parties are shown below: December 31, 2022 Other receivables (i) Trade receivables (Note 10 21 Indemnification asset (note 21 b ) Other payments Suppliers (note 16 ) Bonds (note 15 ) Cogna Educação S.A. - - 180,417 - 3,828 313,531 Editora Atica S.A. - 5,754 - - 9,778 - Editora E Distribuidora Educacional S.A. 1,722 19 - - - - Educação Inovação e Tecnologia S.A. - 389 - - 175 - Nice Participações Ltda - 37 - - - - Saraiva Educação S.A. - 749 - - - - Somos Idiomas S.A. - 229 - - - - Others 37 - - 54 - - 1,759 7,177 180,417 54 13,781 313,531 (i) Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Cogna Group. December 31, 2021 Other receivables (i) Trade receivables (Note 10 21 Indemnification asset (note 21 Other payments (ii) Suppliers (note 16 Bonds (note 15 ) Acel Adminstração de Cursos Educacionais Ltda - 6,482 - - 474 - Anhanguera Educacional Participacoes S.A. - 413 - - - - Centro Educacional Leonardo Da Vinci SS - - - - 6 - Cogna Educação S.A. - - 160,470 3,021 - 315,764 Colégio Ambiental Ltda - 805 - - - - Colégio JAO Ltda. - 4,974 - - 33 - Colegio Manauara Lato Sensu Ltda. - 3,291 - - 458 - Colegio Manauara Cidade Nova Ltda. 395 - Colegio Visao Eireli - 132 - - 13 - Colégio Cidade Ltda - 397 - - 15 - COLEGIO DO SALVADOR LTDA 1 - Curso e Colégio Coqueiro Ltda - 434 - - 20 - ECSA Escola A Chave do Saber Ltda - 1,444 - - 16 - Editora Atica S.A. - 2,207 - 20,040 9,239 - Editora E Distribuidora Educacional S.A. - 436 - 15,754 88 - Editora Scipione S.A. - 445 - 211 556 - Educação Inovação e Tecnologia S.A. - - - 128 - - Escola Mater Christi Ltda. - 765 - - 139 - Escola Riacho Doce Ltda - - - - 24 - Maxiprint Editora Ltda. - 1,205 - 117 76 - Nucleo Brasileiro de Estudos Avançados Ltda - 420 - - 45 - Papelaria Brasiliana Ltda - 644 - - - - Pitagoras Sistema De Educacão Superior Ltda. - 76 - - - - Saber Serviços Educacionais S.A. 14 7,269 - - 578 - Saraiva Educacão S.A. 365 1,179 - - 5,136 - SGE Comercio De Material Didatico Ltda. - - - - 1,687 - Sistema P H De Ensino Ltda. - 4,421 - - 177 - Sociedade Educacional Alphaville Ltda - 1,257 - - 1 - Sociedade Educacional Doze De Outubro Ltda. - 734 - - 47 - Sociedade Educacional Parana Ltda. - 91 - - 11 - Somos Idiomas S.A. 122 - - - - - Somos Operações Escolares S.A. - 3,305 - - 29 - SSE Serviços Educacionais Ltda. - 3,602 - - 665 - 501 46,824 160,470 39,271 19,533 315,764 (i) (i) Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Cogna Group. (ii) Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Cogna Group. Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Transactions held: Revenues Finance costs (i) note 15 Cost Sharing (note 21 Sublease (note 21 Revenues Finance costs Cost Sharing (note 21 Sublease (note 21 Revenues Finance costs Cost Sharing (note 21 d) Sublease (note 21 f) Acel Administracao De Cursos Educacionais Ltda. - - - - 2,790 - - - 1,230 - - - Centro Educacional Leonardo Da Vinci SS - - - - 41 - - - 1,319 - - - Cogna Educação S.A. - 36,573 - - - 25,859 - - - 48,432 - - Colégio Ambiental Ltda - - - - 496 - - - - - - - Colégio Cidade Ltda - - - - 146 - - - - - - - Colegio JAO Ltda. - - - - 1,582 - - - 387 - - - Colégio Manauara Lato Sensu Ltda. - - - - 1,903 - - - 3,139 - - - Colégio Manauara Cidade Nova Ltda - - - - 275 - - - - - Colégio Motivo Ltda. - - - - 35 - - - 1,308 - - - Colégio Visão Ltda - - - - 287 - - - - - - - Cursos e Colégio Coqueiros Ltda - - - - 268 - - - - - - - Ecsa Escola A Chave Do Saber Ltda. - - - - 593 - - - 657 - - - Editora Atica S.A. 16,286 - 5,757 8,551 5,374 - 6,130 13,153 7,287 229 11,989 15,364 Editora E Distribuidora Educacional SA. - - 29,475 - - - 31,384 - 1,841 - 36,144 1,489 Editora Scipione SA. 3,096 - - - 1,341 - - - 1,551 - - - Escola Mater Christi - - - - 311 - - - 246 - - - Escola Riacho Doce Ltda - - - - 77 - - - - - - - Maxiprint Editora Ltda. 6,665 - - - 1,107 - - - 612 - - - Nucleo Brasileiro de Estudos Avancados Ltda - - - - 276 - - - 423 - - - Papelaria Brasiliana Ltda - - - - 249 - - - 1,287 - - - Saber Serviços Educacionais S.A. 41 - - - 900 - - - 1,254 6,740 - 729 Saraiva Educacao SA. 4,090 - - 1,905 2,405 - - 2,528 3,364 - - 3,739 Sistema P H De Ensino Ltda. - - - - 4,417 - - - 5,776 - - - Sociedade Educacional Alphaville SA - - - - 414 - - - 317 - - - Sociedade Educacional Doze De Outubro Ltda - - - - 360 - - - 295 - - - Sociedade Educacional Neodna Cuiaba Ltda. - - - - 224 - - - 367 - - - SOE Operações Escolares SA. - - - - 1,086 - - - - - - - Somos Idiomas Ltda 641 - - 2,591 - - - 258 - - - - Somos Operações Escolares SA. - - - - 243 - - - - - - - SSE Serviços Educacionais Ltda. 863 - - - 1,463 - - - - - - - Sociedade Educacional Paraná Ltda. - - - - - - - - 795 - - - Sociedade Educacional Neodna Cuiaba Ltda. - EPP - - - - - - - - 367 - - - Somos Educação S.A. - - - - - - - - - 278 - - Others - - - - - - - - - - - 362 31,682 36,573 35,232 13,047 28,663 25,859 37,514 15,939 33,822 55,679 48,133 21,683 (i) Refers to debentures interest; see Note 15 a. Suppliers and other arrangements with related parties In consequence to carve out process on December 31, 2019, Cogna’s associates also had some shared expenses such as property lease, expenses with personnel and software license, which continued even after the carve-out process was completed and still remain today. As of December 31, 2022, only shared expense transactions are part of these commitments, which amounted to R$54 (R$39,271 as of December 31, 2021). b. Indemnification asset In December 2019, the Company and Cogna Group signed the agreement to legally bind the indemnification from the seller in connection with the acquisition of Somos by the Cogna Group, in order to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits related to Somos-Anglo up to the maximum amount of R$ 180,417 as of December 31, 2022 (R$ 160,470 as of December 31, 2021). See Provision for risks of tax, civil and labor losses and judicial deposits and escrow account footnote (note 22 c. Trade receivables The Company and its subsidiaries provide learning systems, textbooks, and complementary educational solutions to the Cogna Group which substantially comprises schools, publishers, language schools and stationery shops. All sales and services provided are based on intercompany contracts and its commercial conditions, which include price, margin and payment terms, were determined on an arm’s length basis. d. Cost sharing agreements with related parties The Company expensed certain amounts based on an apportionment from Cogna Group related to shared services, including the shared service center, IT expenses, proprietary IT systems and legal and accounting activities, and shared warehouses and other logistic activities based on agreements. Those expenses, in the amount of R$ 35,232 as of December 31, 2022 (R$ 37,514 for the year ended December 31, 2021) are related to these apportionments. e. Brand and Copyrights sharing agreements with related parties In November and December 2019, the Company entered into brand and copyrights sharing agreements with related parties, as follows: (i) On November 6, 2019, the Company entered into a trademark license agreement (as amended in 2020 (ii) On November 11, 2019, the Company and EDE (Cogna Group’s Parent Company) entered into a copyright license agreement whereby EDE agreed to grant a license, at no cost, to the Company, for commercial exploitation and use of copyrights related to the educational platform materials. This agreement was valid for three years, and it has not been renewed. (iii) On December 6, 2019, the Company also entered into two trademark license agreements (as amended in 2020 . f. Lease and sublease agreements with related parties The Company and its related parties also shared the infrastructure of leased warehouses and other properties, which are direct expenses of the Cogna Group, The expenses related to these lease payments were recognized in the consolidated financial statements according to assumptions defined by Management based on utilization of these properties by the Company, However, as part of its corporate restructuring (Note 1 f, 1 Commercial lease agreement Lessee Entity Counterparty to lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S.A. Editora Scipione S.A. R$44 60 months from the agreement date Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$37 60 months from the agreement date Inflation index Bahia (Salvador) f, 2 Commercial sublease agreement Entity (Sublessor) Counterparty to the sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S.A. (“EDE”) Somos Sistemas de Ensino S.A. R$ 430 September 30, 2025. Inflation index São Paulo (São Paulo) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$827 September 30, 2025. Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Somos Idiomas S.A. R$ 53 September 30, 2025. Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Saraiva Educação S.A (“Saraiva”) R$ 207 September 30, 2025. Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Livraria Livro Fácil Ltda,(“Livro Fácil”) R$ 1,160 September 30, 2025. Inflation index São Paulo (São José dos Campos) Income from these lease and sublease agreements with related parties was recognized in the Consolidated Financial Statements as of December 31, 2022 in the amount of R$ (R$ for the year ended December 31, 2021). g. Compensation of key management personnel Key management personnel include the members of the Board of Directors, Audit Committee, the CEO and the vice-presidents, for which the nature of the tasks performed were related to the activities of the Company. For the year ended December 31, 2022, key management compensation, including charges and variable compensation amounted to R$ 20,426 (R$ 12,990 for the year ended December 31, 2021). The Audit Committee and Board of Directors were established in July 2020 as a result of the IPO. The following benefits are granted to the Company’s management members: healthcare plan, share-based compensation plan, discounts on monthly tuition of K- 12 See below the compensation of key management personnel by nature: a) Short term benefits - Short-term benefits include fixed compensation (salaries and fees, vacation, mandatory bonus, and “ 13 b) Long-term benefits - The Company also offered to certain key management personnel payment based on its restricted shares units – ILP, amounting to R$ 9,640 for the year ended December 31, 2022 (R$ 8,305 for the year ended December 31, 2021) including payroll charges. The Key management personnel compensation expenses comprised the following: December 31, 2022 December 31, 2021 December 31, 2020 Short-term employee benefits 10,786 4,685 6,982 Share-based compensation plan 9,640 8,305 33,594 20,426 12,990 40,576 h. Guarantees related to finance On November 21, 2018, Mind Makers entered into a bank credit note in favor of Banco de Desenvolvimento de Minas Gerais SA - BDMG, for an aggregate amount of R$1,676 with maturity on November 15, 2026. A personal lien to secure this bank credit note was granted by certain individuals, including, our Chief Executive Officer. This liability was settled during 2022 |
Provision for tax, civil and la
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 12 Months Ended |
Dec. 31, 2022 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | 22 Provision for tax, civil and labor losses and Judicial deposits and escrow accounts The Company classifies the likelihood of loss in judicial/administrative proceedings in which it is a defendant. Provisions are recorded for contingencies classified as probable loss in an amount that Management, in conjunction with its legal advisors, believes is enough to cover probable losses or when related to contingences resulting from business combinations. In connection with the acquisition of Somos Group (Vasta’s predecessor) by Cogna Group, provisions for contingent liabilities assumed by Cogna were recognized when potential non-compliance with labor and civil legislation arising from past practices of subsidiaries acquired were identified. Thus, at the acquisition date, Cogna reviewed all proceedings for which liabilities were transferred to assess whether there was a present obligation and if the fair value could be measured reliably. The contingent liabilities are composed as follows: a. Composition December 31, 2022 December 31, 2021 Proceedings whose likelihood of loss is probable Tax proceedings (i) 622,440 607,084 Labor proceedings (ii) 25,812 38,159 Civil proceedings 496 376 648,748 645,619 Liabilities assumed in Business Combination Labor proceedings (ii) 1,755 - Civil proceedings - 1,231 Tax proceedings 749 - 2,504 1,231 Total of provision for tax, civil and labor losses 651,252 646,850 (i) Primarily refers to income tax positions taken by Somos and the Company in connection with a corporate restructuring held by the predecessor in 2010 2018 2018 (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary difference, night shift premium, overtime and social charges, among others. There are no individual labor demands with material amounts that require specific disclosure. The changes in provision for the years ended December 31, 2022 and 2021 December 31, 2021 Business combination Additions Reversals Interest Payments Decem ber 31, 2022 Tax proceedings 607,084 749 2,904 (27,790 ) 41,261 (1,019 ) 623,189 Labor proceedings 38,159 1,755 3,376 (16,045 ) 776 (454 ) 27,567 Civil proceedings 1,607 - 368 (1,615 ) 26 110 496 Total 646,850 2,504 6,648 (45,450 ) 42,063 (1,363 ) 651,252 Reconciliation with profit or loss for the period Finance expense - - (42,063 ) General and administrative expenses (6,648 ) 21,747 - Income tax and social contribution - 23,703 - Total (6,648 ) 45,450 (42,063 ) December 31, 2020 Business combination Additions Reversals Interest Payments December 31, 2021 Tax proceedings 575,724 - 16 (262 ) 31,623 (17 ) 607,084 Labor proceedings 37,896 - 3,468 (5,294 ) 2,636 (547 ) 38,159 Civil proceedings 313 1,231 110 (24 ) 41 (64 ) 1,607 Total 613,933 1,231 3,594 (5,580 ) 34,300 (628 ) 646,850 Reconciliation with profit or loss for the period Finance costs - - (34,300 ) General and administrative expenses (3,594 ) 5,580 - Total (3,594 ) 5,580 (34,300 ) b. Judicial Deposits and Escrow Accounts Judicial deposits and escrow accounts recorded as non-current assets are as follows: December 31, 2022 December 31, 2021 Tax proceedings 2,126 2,300 Indemnification asset -Former owner 1,801 1,998 Indemnification asset – Related parties (i) 180,417 160,470 Escrow-account (ii) 10,515 14,055 194,859 178,824 (i) Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 180,417 160,470 21 (ii) Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. |
Current and Deferred Income Tax
Current and Deferred Income Tax and Social Contribution | 12 Months Ended |
Dec. 31, 2022 | |
Current and Deferred Income Tax and Social Contribution | |
Current and Deferred Income Tax and Social Contribution | 23 Current and Deferred Income Tax and Social Contribution a. Reconciliation of income tax and social contribution The reconciliation of income tax and social contribution expense is as follows: As of December 31, 2022 As of December 31, 2021 As of December 31, 2020 Loss before income tax and social contribution for the year (105,687 ) (155,843 ) (71,053 ) Nominal statutory rate of income tax and social contribution 34% 34% 34% IRPJ and CSLL calculated at the nominal rates 35,934 52,987 24,158 Share of loss equity-accounted investees (1,534 ) - - Permanent additions (8,292 ) (7,265 ) 1,246 Additional IRPJ - 24 - Difference in presumed profit rate of subsidiary 3,617 - - Tax Contingencies IRPJ and CSLL 23,703 - - Impairment write-off on tax loss carryforward ( 2,314 ) (8,657 ) - Total IRPJ and CSLL 51,114 37,089 25,404 Current IRPJ and CSLL in the result 10,668 (11,297 ) 7,874 Deferred IRPJ and CSLL in the result 40,446 48,386 17,530 51,114 37,089 25,404 Effective tax rate of Income and social contribution tax benefit 48% 24% 36% b. Deferred taxes Changes in deferred income tax and social contribution assets and liabilities are as follows: i. December 31, 2022 As of December 31, 2021 Effect on profit (loss) As of December 31, 2022 Income tax/social contribution: Income tax and social contribution losses carryforwards (ii) 307,319 114,921 422,240 Temporary Differences: Impairment losses on trade receivables 13,010 7,461 20,471 Provision for obsolete inventories (1,262 ) 4,608 3,346 Imputed interest on suppliers (2,157 ) (3,391 ) (5,548 ) Provision for risks of tax, civil and labor losses 20,025 420 20,445 Refund liabilities and right to returned goods 9,470 6,348 15,818 Lease Liabilities 6,660 1,276 7,936 Fair value adjustments on business combination and goodwill amortization (i) (248,628 ) (109,826 ) (358,454 ) Other temporary difference 25,968 18,628 44,596 Deferred Assets, net 130,405 40,446 170,851 (i) Goodwill and fair value adjustments on business combination comprise three (ii) The Company’s income tax and social contribution loss carryforwards are primarily the result of tax amortization of goodwill and the amortization of certain intangibles recognized related to the business combination in 2018 2026 ii. December 31, 2021 and 2020 Changes in deferred income tax and social contribution assets and liabilities are as follows: As of December 31, 2020 Effect on profit (loss) Deferred tax on business combination As of December 31, 2021 Income tax/social contribution: Income tax and social contribution losses carryforwards 182,257 125,062 - 307,319 Temporary Differences: Impairment losses on trade receivables 9,543 3,467 - 13,010 Provision for obsolete inventories 3,263 (4,525 ) - (1,262 ) Imputed interest on suppliers (744 ) (1,413 ) - (2,157 ) Provision for risks of tax, civil and labor losses 19,138 887 - 20,025 Refund liabilities and right to returned goods 10,903 (1,433 ) - 9,470 Lease Liabilities 4,764 1,896 - 6,660 Fair value adjustments on business combination and goodwill amortization (i) (150,598 ) (90,588 ) (7,442 ) (248,628 ) Other temporary difference 10,020 15,033 915 25,968 Deferred Assets, net 88,546 48,386 (6,527 ) 130,405 (i) Goodwill three |
Shareholder's Equity
Shareholder's Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholder's Equity | |
Shareholder's Equity | 24 Shareholder’s Equity 2 4 a. Share Capital Considering the corporate restructuring mentioned in note 1.2 2020 As of December 31, 2020, the Company had 83,011,585 common shares issued and outstanding, of which were Class B common shares and 18,575,492 were Class A common shares. On June 22, 2021 , the Board of Directors approved the issuance of 382,266 class A common shares, at par value of US$0.00005 per share. As a result, the Company’s share capital on December 31, 2021 totals 83,393,851 shares, of which 64,436,093 Class B shares are owned by the Cogna Group and 18,957,758 are owned by third parties. Considering the ILP exercised during 2022, in addition to the remuneration of restricted shares recognized in the same period, on December 31, 2022, the Company's capital stock totals are Class A shares owned by third-parties and 1,000,000 shares Class A are held in treasury. The Company’s Shareholders Agreement authorizes the Board of Directors to grant restricted share units to certain executives and employees and other service providers with respect to up to 3% ( three during 2022 the Company granted the following Class A shares to certain employees and executives: Class A Shares (units) Class B Shares (units) Total December 31, 2021 18,957,758 64,436,093 83,393,851 Remuneration ILP exercised 184,117 - 184,117 Premium recognized 71,919 - 71,919 December 31, 2022 19,213,794 64,436,093 83,649,887 See below the Company’s description of each restricted share unit plan vested and its corresponding changes disclosed in the Consolidated Statement of Changes in Equity, specifically in the “Share based compensation reserve (vested)”: (i) The Company issued 298,268 class A share units as part of Bonus IPO remuneration, which were granted to eligible executives and employees. These share units represented R$ 29,124 (net of withholding taxes) previously provisioned in Share Based Compensation Reserves (granted) and transferred to Share Based Compensation Reserves (vested) – exercised in the Consolidated Statement of Changes in Shareholders’ Equity. The Bonus IPO was conditioned to a 1-year lockup period expired in July 2021. There were no shares vested in 2022 2021 amounted to R$ 21,456 . (ii) As result of the carve-out process, as described in Note 1.2 Cogna’s executives and employees (eligible) were transferred to the Company. Those eligible executives and employees were part of the Cogna Plan and their plans were migrated to the Vasta ILP Plan, as described in Note 2 4 c . In as much as those eligible parties exercise their plan, the Company delivers a fixed quantity of share units to them. The amount provisioned previously in Share based Compensation Reserves (granted) in the Consolidated Statement of Changes in Shareholders’ Equity on December 31, 202 2 is R$ 259 (R$ 58 on December 31, 2021), and was transferred to Share based compensation reserves (vested) – exercised. The corresponding payroll charges in 202 2 amounted to R$ 167 (R$ 70 in 2021 . (iii) The Company remunerated part of its executives based on restricted share units. The amount provisioned and paid in 202 2 was R$ 1,912 (R$ 1,861 in 2021 net of withholding taxes, see Share Based Compensation Reserves (granted) and subsequently vested to Share based compensation reserves (vested). Payroll charges in 202 2 amounted to R$ 1,748 (R$ 1,538 in 2021 The Company’s shareholders on December 31, 202 2 are as follows: In units Company Shareholders Class A Class B Total Cogna Group - 64,436,093 64,436,093 Free Float 18,213,794 - 18,213,794 Treasury shares (Note 24 1,000,000 - 1,000,000 Total (%) 23% 77% 83,649,887 2 4 b Loss per share The basic loss per share is measured by dividing the profit attributable to the Company’s shareholders by the weighted average common shares outstanding during the year. The Company considers as diluted earnings per share, the number of common shares calculated added by the weighted average number of common shares that should be issued upon conversion of all potentially dilutive shares into common shares; potentially dilutive shares were deemed to have been converted into common shares at the beginning of the period. December 31, 2022 December 31, 2021 December 31, 2020 Loss Attributable to Shareholder´s (54,573 ) (118,754 ) (45,649 ) Weighted average number of ordinary shares outstanding (thousands) (i) 83,651 82,254 83,012 Basic earning (loss) per share - R$ (0.65 ) (1.44 ) (0.55 ) Diluted earning (loss) per share - R$ (0.65 ) (1.44 ) (0.55 ) (i) The Company has not changed its number of voting rights since the IPO on July 31, 2020. 2 4 c Capital reserve - Share-based compensation (granted) The Company as of December 31, 202 2 had two share based compensation plans and one bonus plan paid in restricted share units, being: a) Cogna Plan - On September 3, 2018, Cogna Group´ shareholders approved a restricted share-based compensation plan, which may grant rights to receive a maximum number of restricted shares not exceeding 19,416,233 shares, corresponding to 1.2% of Cogna Group’s total share capital at the Plan’s approval date, excluding shares held in treasury on such date. This program should be wholly settled with delivery of Cogna’s shares. Cogna Group´s obligation to transfer the restricted shares under the Plan, in up to 10 days from the end of the vesting period, is contingent upon the continuing employment relationship of the employee or officer, as appropriate, for a period of three years from the date the respective agreement is signed. The number of outstanding restricted shares as of December 31, 202 2 was zero (155,919 as of December 31, 202 1 ) and the grant date fair value was R$10,58. The effect of events on compensation in the Consolidated Statement of Profit or Loss for the year ended December 31, 202 2 was R$ 557 including labor charges (R$ 2,234 , including labor charges for the year ended December 31, 202 1 ). b) Long Term Investment – (“ILP”) – Refers to two tranches granted being the first issued on July 23, 2020 and November 10, 2020. The Company compensates part of its employees and management. This plan will grant up to 3% of the Company’s class A share units. The Company will grant the limit of five tranches approved by the Company’s Board of Directors. The fair value of share units is measured at fair value quoted on the grant date. The plan has a vesting period corresponding to 5 years added by expected volatility of 30% and will be settled with Company’s shares. All taxes and contributions are paid by the Company without additional costs to employees and management. This program should be wholly settled with the delivery of the shares. The effect of events on share-based compensation in the Consolidated Statement of Profit or Loss for the year ended December 31 202 2 was R$ 22,461 , being R$ 22,404 in Shareholder’s the Equity and a credit of R$ 58 as labor charges in liabilities, due to share price fluctuation (R$ 21,372 being R$ 21,250 in Shareholder’s the Equity and a credit of R$ 122 as labor charges in liabilities for the year ended December 31 202 1 . c) Bonus paid in restricted share units – “Premium recognized” - The Company granted and vested 99,193 shares on April, 2022 to certain members of management based on performance recognized. This program was wholly settled with the delivery of the shares. The amount provisioned and paid was R$ 1,748 (net of withholding taxes), of which R$ 1,023 corresponds to labor charges. 2 4 d Vasta’s share Repurchase Program On 2021 |
Net Revenue from sales and Serv
Net Revenue from sales and Services | 12 Months Ended |
Dec. 31, 2022 | |
Net Revenue from sales and Services | |
Net Revenue from sales and Services | 25 Net Revenue from sales and Services The breakdown of net sales of the Company for the years ended December 31, 2022, 2021 2020 December 31, 2022 December 31, 2021 December 31, 2020 Learning Systems Gross revenue 878,468 568,522 608,200 Taxes (382 ) (219 ) (40 ) Discounts (13,157 ) (14,302 ) (8,603 ) Returns (78,468 ) (41,919 ) (17,553 ) Net revenue 786,461 512,082 582,004 Textbooks Gross revenue 228,094 212,708 308,298 Taxes (214 ) (1,608 ) (250 ) Discounts (1,120 ) - - Returns (31,401 ) (41,330 ) (72,488 ) Net revenue 195,359 169,770 235,560 Complementary Education Services Gross revenue 159,207 148,817 63,491 Taxes (193 ) (961 ) (17 ) Discounts (1,415 ) - (6 ) Returns (15,755 ) (10,459 ) (2,880 ) Net revenue 141,844 137,397 60,588 Other services Gross revenue 38,727 34,498 34,118 Taxes (7,046 ) (3,034 ) (3,864 ) Net revenue 31,681 31,464 30,254 Total Content & EdTech Gross revenue 1,304,496 964,545 1,014,107 Taxes (7,835 ) (5,822 ) (4,171 ) Discounts (15,692 ) (14,302 ) (8,609 ) Returns (125,624 ) (93,708 ) (92,921 ) Net revenue 1,155,345 850,713 908,406 E-commerce Gross revenue 113,569 100,084 97,632 Taxes (1,873 ) (2,473 ) (2,261 ) Returns (5,533 ) (2,595 ) (6,149 ) Net revenue 106,163 95,016 89,222 Other digital services Gross revenue 3,026 1,850 - Taxes (254 ) (160 ) - Net revenue 2,772 1,690 - Total Digital Services Gross revenue 116,595 101,934 97,632 Taxes (2,127 ) (2,633 ) (2,261 ) Returns (5,533 ) (2,595 ) (6,149 ) Net revenue 108,935 96,706 89,222 Total Gross revenue 1,421,091 1,066,479 1,111,739 Taxes (9,962 ) (8,455 ) (6,432 ) Discounts (15,692 ) (14,302 ) (8,609 ) Returns (131,157 ) (96,303 ) (99,070 ) Net revenue 1,264,280 947,419 997,628 Sales 1,229,827 914,266 967,374 Service 34,453 33,153 30,254 Net revenue 1,264,280 947,419 997,628 |
Costs and Expenses by Nature
Costs and Expenses by Nature | 12 Months Ended |
Dec. 31, 2022 | |
Costs and Expenses by Nature | |
Costs and Expenses by Nature | 26 Costs and Expenses by Nature December 31, 2022 December 31, 2021 December 31, 2020 Salaries and payroll charges (281,894 ) (274,581 ) (279,523 ) Raw materials and productions costs (201,700 ) (185,862 ) (216,791 ) Editorial costs (49,329 ) (71,705 ) (52,794 ) Depreciation and amortization (268,714 ) (211,156 ) (174,088 ) Copyright (72,348 ) (58,885 ) (59,597 ) Advertising and publicity (99,834 ) (77,655 ) (88,965 ) Utilities, cleaning and security (20,087 ) (25,505 ) (19,499 ) Rent and condominium fees (18,312 ) (17,775 ) (14,278 ) Third-party services (47,667 ) (25,758 ) (23,904 ) Travel (23,577 ) (8,747 ) (8,760 ) Consulting and advisory services (34,166 ) (23,395 ) (25,269 ) Impairment losses on trade receivables (45,904 ) (32,726 ) (25,015 ) Material (6,263 ) (3,523 ) (3,708 ) Taxes and contributions (1,777 ) (2,808 ) (2,066 ) Reversal for tax, civil and labor risks 15,099 1,986 2,092 Provision for obsolete inventories (40,924 ) (22,117 ) (4,057 ) Income from lease and sublease agreements with related parties 13,047 15,939 21,683 Other income, net 662 5,554 4,283 (1,183,688 ) (1,018,719 ) (970,256 ) Cost of goods sold and services (473,135 ) (396,829 ) (378,003 ) Commercial expenses (194,043 ) (164,439 ) (165,169 ) General and administrative expenses (471,626 ) (430,279 ) (406,352 ) Impairment loss on accounts receivable (45,904 ) (32,726 ) (25,015 ) Other operating income, net 1,020 5,554 4,283 (1,183,688 ) (1,018,719 ) (970,256 ) |
Finance result
Finance result | 12 Months Ended |
Dec. 31, 2022 | |
Finance result | |
Finance result | 27 Finance result December 31, 2022 December 31, 2021 December 31, 2020 Finance income Income from financial investments and marketable securities (i) 54,954 26,719 16,907 Income finance from indemnification assets and contingencies (ii) 31,077 6,818 1,476 Other finance income 2,526 2,103 2,601 88,557 35,640 20,984 Finance costs Interest on bonds and financing (108,896 ) (43,549 ) (52,935 ) Interest on account payables for business combinations (65,725 ) ( 8,158 ) ( 1,568 ) Imputed interest on suppliers (19,810 ) (6,609 ) (12,286 ) Interest on Loans from related parties - (157 ) (3,344 ) Bank and collection fees (3,891 ) (6,587 ) (17,771 ) Interest on provision for tax, civil and labor losses (52,891 ) (34,300 ) (13,297 ) Interest on Lease Liabilities (13,143 ) (14,984 ) (15,077 ) Other finance costs (5,968 ) (5,839 ) (3,131 ) (270,324 ) (120,183 ) (119,409 ) Financial Result (net) (181,767 ) (84,543 ) (98,425 ) (i) Refers to income from marketable securities indexed at CDI. (ii) Refers to an indemnification asset in the amount of R$ 20,249 in connection with the acquisition of ( Predecessor) by Group ( Parent Company), as mentioned in the note 21 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Segment Reporting | 28 Segment Reporting Information reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of segment performance is focused on revenue, “profit (loss) before finance result and tax”, assets and liabilities segregated by the nature of the services provided to the Company’s customers. Thus, the reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Services. The Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complementary educational services. The Digital Services aims to unify the entire school administrative ecosystem, allowing private schools to add multiple learning strategies and help them to focus on education, through the physical and digital e-commerce platform (Livro Fácil) and other digital services of the Company. Operations related to this segment began with the acquisition of Livro Fácil. In August 2021, the Company acquired EMME, which has its digital platform aimed at the production of educational marketing material for the Company's partner schools. Additionally, in January 2022, the Company acquired MVP and Phidelis, see note 5 Due to the nature of the Company’s e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Services segment. These transactions are priced on an arm’s length basis and are to be settled in cash. However, the eliminations made in preparing the consolidated financial statements are included in the measure of the segment’s profit or loss that is used by the CODM, and therefore the amounts presented herein are net of such intersegment transactions. T he following table presents the Company’s revenue, its reconciliation to “profit (loss) before finance result and tax”, assets and liabilities by reportable segment. No other information is used by the CODM when assessing segment performance: December 31, 2022 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 1,155,345 108,935 1,264,280 Cost of goods sold and services (375,167 ) (97,968 ) (473,135 ) Operating income (expenses) General and administrative expenses (445,330 ) (26,295 ) (471,626 ) Commercial expenses (183,118 ) (10,926 ) (194,043 ) Other operating income, net 2,260 (1,240 ) 1,020 Impairment losses on trade receivables (45,769 ) (135 ) (45,904 ) Share of loss equity-accounted investees (4,512 ) - (4,512 ) Profit (loss) before finance result and taxes 103,709 (27,629 ) 76,080 Assets 7,438,094 82,497 7,520,591 Current and non-current liabilities 2,852,390 38,521 2,890,911 December 31, 2021 Content & EdTech Platform Digital Services Total Net revenue from sales and services 850,713 96,706 947,419 Cost of goods sold and services (327,651 ) (69,178 ) (396,829 ) Operating income (expenses) General and administrative expenses (413,746 ) (16,533 ) (430,279 ) Commercial expenses (147,664 ) (16,775 ) (164,439 ) Other operating income 5,469 85 5,554 Impairment losses on trade receivables (32,344 ) (382 ) (32,726 ) Loss before finance result and taxes (65,223 ) (6,077 ) (71,300 ) Assets 7,207,084 126,323 7,333,407 Current and non-current liabilities 2,605,351 62,847 2,668,198 December 31, 2020 Content & EdTech Platform Digital Services Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services (301,882 ) (76,121 ) (378,003 ) Operating income (expenses) General and administrative expenses (387,023 ) (19,329 ) (406,352 ) Commercial expenses (152,659 ) (12,510 ) (165,169 ) Other operating income 4,283 - 4,283 Impairment losses on trade receivables (25,015 ) - (25,015 ) Profit (Loss) before finance result and taxes 46,110 (18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 The Segments’ profit represents the profit earned by each segment without finance results and income tax expense. This is the measure reported to the CODM for the purpose of resource allocation and assessment of segment performance. The Company operates in Brazil, with no revenue from foreign customers, Additionally, no single customer contributed 10% or more to the Company’s segments revenue for the years ended December 31, 2022, 2021 2020 |
Non-cash transactions
Non-cash transactions | 12 Months Ended |
Dec. 31, 2022 | |
Non-cash transactions | |
Non-cash transactions | 29 Non-cash transactions Non-cash transactions for the years ended December 31, 2022, 2021 2020 17 17 2022 1000 2021 5 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent events | |
Subsequent events | 3 0 Subsequent events Anglo Start Acquisition The Company, through its subsidiary Somos Sistemas de Ensino S.A (“Somos”), acquired a 51% interest in the capital of “Escola Start Ltda.”, (“Start”), on March 3, 2023. Start is a company dedicated to providing bilingual education services for kindergarten, primary and secondary education, and preparatory courses for entrance exams, including the sale of books, teaching materials, school uniforms and stationery. The purchase price of R$4,454 will be paid in two On the same date, a purchase option agreement was entered into for the acquisition of the remaining shares issued by Anglo Start held by the minority shareholder, representing 49% of the share capital, as of January 2028, through which the amount of R$11,700. |
Significant accounting polici_2
Significant accounting policies and new and not yet effective accounting standards (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
New accounting policies and significant accounting policies adopted | |
Cash and Cash Equivalents | a. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments and have maturities of |
Financial Assets and Liabilities | b. Financial Assets and Liabilities i Classification Financial Assets’ classification depends on the entity’s business model for managing them and if their contractual cash flows represent solely payments of principal and interest. Based on this assessment Financial Assets are classified as measured: at amortized cost, at FVTOCI (fair value through other comprehensive income); or at FVTPL (fair value through profit or loss). A business model to manage financial assets refers to the way the Company manages its financial assets to generate cash flows, determining if the cash flows will occur through the collection of contractual cash flows at maturity date, through the sale of the financial asset, or both. The information considered in the business model evaluation includes the following: • The policies and goals established for the portfolio of financial assets and feasibility of these policies. They include whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets. • how the performance of the portfolio is evaluated and reported to the Company’s Management. • risks that affect the performance of the business model (and the financial assets held in that business model) and the manner in which those risks are managed. • how business managers are compensated - for example, if the compensation is based on the fair value of managed assets or on the contractual cash flows obtained; and • the volume and timing of sales of financial assets in prior periods, the reasons for such sales and future sales expectations. For assessing whether contractual cash flows represent solely payments of principal and interest, “principal” is defined as the fair value of the financial asset upon initial recognition. “Interest” is defined as a consideration for the amount of cash at the time and for the credit risk associated with outstanding principal amount during a certain period and for other risks and base costs of loans (for example, liquidity risk and administrative costs), as well as for the profit margin. The Company considers the contractual terms of the instruments to evaluate whether the contractual cash flows are only payments of principal and interest. This includes evaluating whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows so that it would not meet this condition. In making this evaluation, the Company considers the following: • contingent events that change the amount or timing of cash flows. • terms that may adjust the contractual rate, including variable rates. • the prepayment and the extension of the term; and • the terms that limit the access of the Company to cash flows from specific assets (for example, based on the performance of an asset). Due to their nature, as of December 31, 202 2 and 202 1 the Company’s financial assets are classified as “measured at amortized cost” , except for the Marketable securities and other investments and interests in entities, which are classified as “measured at fair value through profit or loss”. Financial assets are not reclassified after initial recognition, unless the Company changes the business model for the management of financial assets, in which case all financial assets affected are reclassified on the first day of the reporting period subsequent to the change in the business model. Financial liabilities are classified as measured as amortized cost or at FVTPL. A financial liability is classified as measured at fair value through profit or loss if it is classified as held for trading, if it is a derivative or assigned as such upon initial recognition. Due to their nature, as of December 31, 202 2 and 202 1 the Company’s financial liabilities are classified as “measured at amortized cost”. ii. Initial Recognition and Subsequent Measurement Trade receivables are initially recognized on the date they were originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to the instrument’s contractual provisions. A financial asset (unless it is trade receivable without a significant financing component) or a financial liability is initially measured at fair value, plus, for an item not measured at FVTPL (fair value through profit or loss), transaction costs which are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at its transaction price. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in statements of profit or loss. Financial assets are derecognized when the rights to receive the cash flows expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Gains or losses arising from changes in the fair value of the "Financial assets at fair value through profit or loss", as well as interest income accrued over “Assets measured at amortized cost”, are presented in statements of profit or loss under "Finance income" in the period in which they arise. The Company derecognizes a financial liability when its contractual obligations are discharged or canceled or expired. The Company also derecognizes a financial liability when the terms are modified, and the cash flows of the modified liability are substantially different. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in statements of profit or loss. iii. Offsetting of financial assets and liabilities Financial assets and liabilities are offset, and the net amount presented in the Consolidated Statement of Financial Position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. iv. Impairment of financial assets The Company assesses on a prospective basis the expected credit loss (“ECL”) associated with its financial asset instruments carried at amortized cost, with accruals and reversals recorded in the Statement of Profit or Loss . ECLs are based on the difference between the contractual cash flows due in accordance with the contractual terms and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The methodology applied depends on whether there has been a significant increase in credit risk. For Note 10 |
Inventories | c. Inventories Inventories are stated at cost or net realizable value, whichever is lower. The method of valuation of inventories is the average cost. The cost of finished goods and work in progress comprises project costs, raw materials, publishing costs (e.g., direct labor, other direct costs and the related direct production costs). Editorial costs incurred during the development phase of a new product are presented within inventories as “work in progress”, as materials are substantially revised annually. After the conclusion of its production and allocation in the line of "finished products", the sales of the product begins and any subsequent costs incurred are recognized in profit or loss as "cost of goods sold and services ", according to the accrual period on which the services are provided. The Company recognizes a provision for losses on finished products and low-handling raw materials, which are periodically analyzed and evaluated in terms of the expected realization of these inventories. If losses are not expected, the provision is reversed. Management periodically assesses whether obsolete inventories need to be destroyed. The Company also recognizes the right of return on its inventories. See Note 3.2 f |
Property, Plant and Equipment | d. Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes the cost of acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow to the Company, and they can be measured reliably. The carrying amount of the replaced items or parts is derecognized. All other repairs and maintenance are charged to statement of Profit or Loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful lives, as follows: Years Property, buildings and leasehold improvements 5-20 IT equipment 3-10 Furniture, equipment and fittings 3-10 Right of use assets 3-15 The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The Company did not identify changes in the useful life at December 31, 202 2 and 202 1 . Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in statement of Profit or Loss when control of the asset is transferred. See Note 1 3 . |
Business Combination | e. Business Combination Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in statement of profit or loss. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. See Note 5 |
Intangible Assets and Goodwill | f. Intangible Assets and Goodwill The Company’s intangible assets are mostly comprised of software, trademarks, customer portfolio, platform content production, trade agreement, copyrights and goodwill. Those items are further described below: Goodwill Goodwill arising on the acquisition of subsidiaries is measured as set out in Note 1 4 . b. Software Computer software licenses purchased are capitalized based on the costs incurred to acquire and bring to use the specific software or to develop new functionalities to existing ones. Directly attributable costs that are capitalized as part of the software product / project include the software / project development employee costs and an appropriate portion of significant direct expenses. Other development costs and subsequent expenditures that do not meet these capitalization criteria ( e.g. maintenance and on-going operations) are recognized as an expense as incurred. Development costs previously recorded as an expense are not recognized as an asset in a subsequent period. Software recognized as assets is amortized using straight-line method over its estimated useful lives, not greater than 5 years. The Company did not identify changes in the useful life at December 31, 202 2 and 202 1 . c. Trademarks Separately acquired trademarks are initially stated at historical cost. Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Subsequently, trademarks are amortized to the end of their useful lives. Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 20 to 30 years . The Company did not identify changes in the useful life at December 31, 20 22 and 202 1 . d. Customer portfolio Customer portfolios acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relationship has an estimated finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the customer relationship (from 12 to 13 years). The Company did not identify changes in the useful life at December 31, 202 2 and 202 1 . e. Platform content production Development expenditure with platform content is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated on the straight-line method over their estimated useful lives of 3 years. The Company did not identify changes in the useful life at December 31, 202 2 and 202 1 . |
Copyrights | g. Copyrights The Company accounts for different copyright agreements as follows: i. Copyrights are paid to the authors of the content included in the textbooks produced by the Company and are calculated based on agreed upon percentages of revenue or cash inflows related to the books sold, as defined in each contract. Payments are made on a monthly, quarterly, semi-annually, annually or hybrid basis. For these contracts the authors maintain the legal title of the copyrights. These copyrights are charged to the statement of profit or loss and other comprehensive income on an accrual basis when the products are sold. ii. In some instances where the authors maintain the legal title of the copyrights, contracts require the prepayment of part or even the full down payment of forecasted sales before the authors start the production of the content. In such cases, copyrights are recognized as a “Prepayments” in the Consolidated Statement of Financial Position and charged to statements of Profit or Loss when the books are sold based on the related sales forecast. The Company reviews regularly the forecast sales to determine if an impairment is required. iii. When the Company purchases permanently the legal title of the copyright from the authors, the amounts are capitalized in “Intangible Assets and Goodwill” as “Other intangible assets” and are amortized on the straight-line method over their estimated useful lives, which are not greater than 3 years, which is the content renewal estimated timeline. The Company did not identify changes in the useful life as of December 31, 202 2 and 202 1 . |
Impairment of non-financial assets | h. Impairment of non-financial assets Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment, at the end of each fiscal year. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable and independent cash inflows (Cash-generating units – CGU’s). For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs (or groups of CGUs) that is expected to benefit from the synergies of the combination. Non-financial assets, other than goodwill, that have been adjusted following impairment are subsequently reviewed for possible reversal of the impairment at each reporting date. The impairment of goodwill recognized in statement of profit or loss is not reversed . See Note 5 |
Bonds and Financing | i. Bonds and Financing The Bonds and financing are recognized initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in consolidated profit and loss over the period of the bonds and financing using the effective interest rate method. Following initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method. The Bonds and financing are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve period of time to be prepared for its intended use or sale, are capitalized as part of the cost of that asset when it is probable that future economic benefits associated with the item will flow to the Company and the costs can be measured reliably. The other borrowing costs are recognized as finance costs in the period in which they are incurred. See Note 1 5 . |
Suppliers (including Reverse Factoring) | j. Suppliers (including Reverse Factoring) Suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method. Some of the Company’s domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Company to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Company charged interest over the payment term at a rate that is commensurate with its own credit risk being subsequently recorded as finance cost using the effective interest rate method. The operation does not affect the deadlines, prices and conditions previously agreed. The suppliers specifically related to Reverse Factoring are segregated in the Note 1 6 . In addition, the effects of Reverse Factoring on Cash Flows are recognized in “Cash flow from operating activities”. |
Leases | k. Leases Right-of-use assets The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life or the lease term, as most of the Company’ leases are related to property leases. ii. Lease liabilities At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The accounting amount of the lease liabilities is remeasured if there is a change in the term of the lease, a change in fixed lease payments or a change in valuation to purchase the right-of-use asset. iii. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease. iv. Determining the lease term of contracts with renewal options The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if reasonably certain to be exercised. The Company has the option, under some of its leases to lease the assets for additional terms. The Company applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). |
Provision for tax, civil and labor losses | l. Provision for tax, civil and labor losses The provisions for risks related to lawsuits and administrative proceedings involving tax, civil and labor matters are recognized when ( i ) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. The likelihood of loss of judicial/administrative proceedings in which the Company appears as a defendant is assessed by Management on the financial statement dates. Provisions are recorded in an amount the Company believes it is adequate to cover probable losses, being determined by the expected future cash flows to settle the obligation that reflects current risks specific to the liability. The increase in the provision due to the time elapsed is recognized as interest expense. Penalties assessed on these proceedings are recognized in general and administrative expenses when incurred. See Note 2 2 . |
Current and Deferred income tax and social contribution | m. Current and Deferred income tax and social contribution Taxes comprise current and deferred Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), calculated on pre-tax profit basis. IRPJ and CSLL are calculated based on the nominal statutory rates of 25% and 9%, respectively, adjusted by non-taxable/nondeductible items provided for by law. Deferred income tax and social contribution are calculated on income tax and social contribution losses and other temporary differences in relation to the balances of assets and liabilities in the Statement of Financial Position. The deferred income tax and social contribution assets are fully accounted for, except when it is not probable that assets will be recovered by future taxable income. Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when current and deferred tax assets and liabilities are related to the tax levied by the same tax authority on the taxable entity where there is an intention to settle the balances on a net basis. See Note 2 3 . |
Employee Benefits | n. Employee Benefits The Company has the following employee benefits: Short-term employee benefits Obligations for short-term employee benefits are recognized as personnel expenses as the related service is rendered. The liability is recognized at the amount expected to be paid, if the Company has a legal or constructive obligation to pay this amount as a result of prior service rendered by the employee, and the obligation can be reliably estimated. The Company also provides its commercial team with commissions calculated considering existing sales and revenue targets that are periodically reviewed. These amounts are accrued in “Salaries and Social contributions” on a monthly basis based on the achievements of such goals, with payments generally being made twice a year. Since commissions are paid based on the annual sales of each contract, the Company elected to use the practical expedient to expense the costs as incurred. b. Pension Contributions The Company offered a defined contribution plan to its employees and once the contributions have been made, the Company has no additional payment obligation, and the costs are therefore recognized in the month in which the contribution is incurred ( i.e employees have rendered services entitling them to the right to receive those benefits), which is consistent with recognition of payroll expenses in statement of Profit or Loss. c. Share-based Payments The Company compensates part of its Management and some employees through share-based compensation by plans involving Restricted Share Units or “RSU”. The RSU plans are based on Company shares, through a fixed share price (market price) determined on the grant date which the Company has the obligation of delivering shares without cash settled payment. The Share based payment is divided in the following: ( i ) L ong Term Investment – “ILP” – Refers to RSU plans for which some Company management and employees are eligible. In those plans the Company will deliver a fixed number of shares at a fixed share price measured at the Plan’s inception. The Company recognizes the expense and inherent labor taxes related to the RSU plan in profit and loss. In addition, the effects of the constructive obligation are recognized in statement of financial position under the share-based compensation reserve in equity and the corresponding taxes under “Salaries and Contributions”. 2 4 d. Termination benefits Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary resignation in exchange for these benefits. The Company recognizes termination benefits at the earlier of the following dates: ( i ) when the Company can no longer withdraw the offer of those benefits; and (ii) when the entity recognizes costs for a restructuring and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 |
Shareholders' Equity | o. Shareholders’ Equity Until July 23, 2020 the Company presented its financial statement based on the combined carve-out, where the capital reserves were not presented, and all effects were recorded in Parent Company’s Net Investment. As a consequence of the restructuring completed on July 23, 2020, the Company presented its consolidated financial statements considering a new basis of preparation where the share capital, capital reserve and accumulated losses were disclosed. Since July 1, 2020, amounts previously recorded in Parent Company’s net investment in Equity have been recorded as net income and portions were reclassified to share capital and capital reserve. ii. Share Capital On December 31, 202 2 and 2021 the Company’s share capital was R$ 4,820,815, divided into 82,649,887 shares of which 64,436,093 are Class B shares held by Cogna Group and 18,213,794 are Class A common shares held by others. iii. Capital reserve The breakdown of capital reserves is arising from share-based payment in the amount of R$ 80,531 on December 31, 2022 , and R$61,488 on December 31,2021 . S ee Note 2 4 . iv. Treasury shares On December 31, 202 2 and 2021 , the Company holds shares in treasury in the amount of R$ 23,880, corresponding to 1,000,000 shares, see Note 2 4 . |
Revenue Recognition | p. Revenue Recognition The Company generates most of its revenue from the sale of textbooks (“publishing” when sold as standalone products or “PAR” when bundled as an educational platform) and learning systems in printed and digital formats to private schools through short-term transactions or term contracts with an average period from three five years Contents in printed and digital formats related to these textbooks and learnings systems are mostly the same, with minor supplements presented in digital format only. Therefore, revenue from educational contents is recognized when the Company delivers the content in printed and digital format. The Company also sells its products directly to students and parents through its e-commerce platform. Since the Company obtains control of the goods sold before they are transferred to its customers, the Company assessed the principal versus agent relationship and determined that it is a principal in the transaction. Therefore, revenue is recognized in a gross amount of consideration to which the Company is entitled in exchange for the specified goods transferred. Pursuant to the terms of the contracts with some customers, they are required to provide the Company with an estimate of the number of students that will access the content in the next school year (which typically starts in February of the following year), allowing the Company to start the delivery of its products. Since the contracts allow product returns (generally for period of four months past experience , assuming that the other conditions for revenue recognition are met. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data on a portfolio basis. In these circumstances a contractual obligation and a right to recover returned goods asset are recognized. The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover the goods. The refund liability on the return received is included in Contractual Obligations and Deferred Income and the right to recover returned goods is included in Inventories. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. The Company also provides other types of complementary educational solutions, preparatory courses for university admission exams, digital services and other services to private schools, such as: teacher training, educators and parenting support, extracurricular educational content and other services related to the management of private schools. Each complementary educational service, digital service and others are deemed to be separate performance obligations. Thus, revenue is recognized over time when the services are rendered ( i.e. output method) to the customer. The Company believes this is an appropriate measure of progress toward satisfaction of performance obligations as it is the most accurate measure of the consideration to which the Company expects to be entitled in exchange for the services. These services may be sold on a standalone basis or bundled within publishing and learning system contracts and when bundled, each performance obligation is recognized separately. Service revenue is presented net of the corresponding discounts, returns and taxes. See Note 2 5 . |
Taxes on Revenues | q. Taxes on Revenues The Company and its associates benefit from tax Law No. 10,865 04 11,033 04 Programa de Integração Social, or PIS) and the social contributions on revenue tax ( Contribuição para o Financiamento da Seguridade Social, or COFINS). The sale of books is also exempt by the Brazilian constitution from Brazilian municipal taxes, Brazilian services tax ( Imposto Sobre Serviços , or ISS) and from the Brazilian tax on the circulation of goods, interstate and intercity transportation and communication services ( Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Services de Transporte Interestadual e Intermunicipal e de Comunicação , or ICMS). Tax exemption available to physical books have been extended to digital books based on a decision by the Brazilian Supreme Court rendered on March 8, 2017. The services revenues are subject to PIS and COFINS under the non-cumulative tax regime (with a nominal statutory rate of 9.25%), as well as municipality service taxes ( Impostos sobre Serviços , or ISS) for which a statutory rate of 5% is applicable. |
Fair Value Measurement | r. Fair Value Measurement Fair value is the price that would be received upon the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date, on the primary market or, in the absence thereof, on the most advantageous market to which the Business has access on such date. The fair value of a liability reflects its risk of non-performance, which includes, among others, the Company’s own credit risk. If there is no price quoted on an active market, the Company uses valuation techniques that maximize the use of relevant observable data and minimize the use of unobservable data. The chosen valuation technique incorporates all the factors market participants would consider when pricing a transaction. If an asset or a liability measured at fair value has a purchase and a selling price, the Company measures the assets based on purchase prices and liabilities based on selling prices. A market is considered as active if the transactions for the asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument upon initial recognition is usually the transaction price - i.e., the fair value of the consideration given or received. If the Company determines that the fair value upon initial recognition differs from the transaction price and the fair value is not evidenced by either a price quoted on an active market for an identical asset or liability or based on a valuation technique for which any non-observable data are judged to be insignificant in relation to measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value upon initial recognition and the transaction price. This difference is subsequently recognized in Profit or Loss on an appropriate basis over the life of the instrument, or until such time when its valuation is fully supported by observable market data or the transaction is closed, whichever comes first. To provide an indication of the reliability of the inputs used in determining fair value, the Company has classified its financial instruments according to the judgements and estimates of the observable data as much as possible. The fair value hierarchy is based on the degree to which the fair value used in the valuation techniques is observable, as follows: • Level 1 • Level 2 1 • Level 3 |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
The Company and Basis of Presentation | |
Schedule of significant investments in subsidiaries | The Consolidated Financial Statements comprise the following entities, which are all fully owned by the Company: Company Interest December 31, 2022 December 31, 2021 Somos Sistemas de Ensino S.A ("Somos Sistemas") 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) (i) - 100% Colégio Anglo São Paulo 100% 100% Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) 100% - MVP Consultoria e Sistemas Ltda. (“MVP”) 100% - Meritt Informação Educacional Ltda (“Meritt”) (i) - 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% 100% Nota 1000 1000 - 100% EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% 100% Editora De Gouges S.A ("De Gouges") (i) - 100% (i) Entities that were merged during the fiscal year ended December 31,2022 |
Basis of preparation and pres_2
Basis of preparation and presentation of Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of preparation and presentation of Consolidated Financial Statements | |
Schedule of entities, which are all controlled by the Company | Company Interest December 31, 2022 December 31, 2021 Somos Sistemas de Ensino S.A. 100% 100% Livraria Livro Fácil Ltda. ("Livro Fácil") 100% 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Mind Makers Editora Educacional (“Mind Makers”) - 100% Colégio Anglo São Paulo 100% 100% Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) 100% - MVP Consultoria e Sistemas Ltda. (“MVP”) 100% - Meritt Informação Educacional Ltda (“Meritt”) - 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% 100% Nota 1000 1000 - 100% EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% 100% Editora De Gouges S.A ("De Gouges") - 100% |
Significant accounting polici_3
Significant accounting policies and new and not yet effective accounting standards (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
New accounting policies and significant accounting policies adopted | |
Schedule of estimated useful lives of property, plant and equipment | Years Property, buildings and leasehold improvements 5-20 IT equipment 3-10 Furniture, equipment and fittings 3-10 Right of use assets 3-15 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations | |
Schedule of assets and liabilities acquired for business combination | Phidelis MVP Total Current assets Cash and cash equivalents 162 217 379 Trade receivables 65 131 196 Taxes recoverable 1 4 5 Total current assets 228 352 580 Non-current assets Property, plant and equipment - 72 72 Intangible assets - Customer Portfolio 1,521 2,313 3,834 Intangible assets - Software 523 2,702 3,225 Total non-current assets 2,044 5,087 7,131 Total Assets 2,272 5,439 7,711 Current liabilities Salaries and social contributions 58 4 62 Taxes payable - 10 10 Income tax and social contribution payable - 80 80 Other liabilities - 12 12 Total current liabilities 58 106 164 Non-current liabilities Provision for tax, civil and labor losses - 2,504 2,504 Total non-current liabilities - 2,504 2,504 Total liabilities 58 2,610 2,668 Net identifiable assets at fair value (A) 2,214 2,829 5,043 Total Consideration transferred (B) 3,600 18,366 21,966 Goodwill (B – A) (i) 1,386 15,537 16,923 |
Business combinations | |
Business Combinations | |
Schedule of assets and liabilities acquired for business combination | SEL Redação Nota 1000 EMME De Gouges Total Current assets Cash and cash equivalents 1,461 525 637 16,439 19,062 Trade receivables (vi) - 1,327 1,082 18,190 20,599 Inventories (iv) - - - 4,534 4,534 Prepayments - - 14 83 97 Taxes recoverable - - 9 1,947 1,956 Other receivables 180 - - 12 192 Total current assets 1,641 1,852 1,742 41,205 46,440 Non-current assets Property, plant and equipment 611 - 128 1,272 2,011 Other intangible assets - 1,099 1 38 1,138 Intangible assets - Customer Portfolio (ii) 18,783 - - 64,806 83,589 Intangible assets - Trade agreement (iii) - - - 247,622 247,622 Intangible assets - Software (v) 1,296 5,692 4,048 - 11,036 Total non-current assets 20,690 6,791 4,177 313,738 345,396 Total Assets 22,331 8,643 5,919 354,943 391,836 Current liabilities Suppliers - 180 13 1,107 1,300 Salaries and social contributions 1 124 600 2,871 3,596 Taxes payable 17 207 102 - 326 Income tax and social contribution payable 33 - - 5,232 5,265 Provision for trade discount - - - 15,000 15,000 Other liabilities - 1,673 2 25 1,700 Total current liabilities 51 2,184 717 24,235 27,187 Non-current liabilities Provision for tax, civil and labor losses - - - 1,231 1,231 Provision for trade discount - - - 47,234 47,234 Total non-current liabilities - - - 48,465 48,465 Total liabilities 51 2,184 717 72,700 75,652 Net identifiable assets at fair value (A) 22,280 6,459 5,202 282,243 316,184 Total Consideration transferred (B) 65,000 11,387 15,317 611,554 703,258 Goodwill (B – A) (i) 42,720 4,928 10,115 329,311 387,074 ( i ) Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company ( i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. (ii) As a result of purchase price allocation, the Company identified R$ 18,783 64,806 8 14 . (iii) As a result of the purchase price allocation, the Company identified R$ 247,622, a commercial agreement (“Eleva Holding”), which corresponds to the sale of teaching material from "De Gouges" to partner schools of "Eleva Holding" within 10 years, with an estimated sales rate of 10 % per year. (iv) As a result of the purchase price allocation, the Company identified R$ 4,534 33 (v) As a result of purchase price allocation, the Company identified R$ 11,036 Education System “Redação Nota 1000 14 (vi) Accounts receivable from customers comprise gross contractual amounts due of R$ 24,344 3,746 10 |
Financial Risk Management (Tabl
Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Risk Management | |
Schedule of Interest rates contracted | December 31, 2022 December 31, 2021 Interest rate Bonds Private Bonds – 6 th – series 2 53,688 104,844 CDI + 1.00% p.a. Private Bonds – 6 th – series 2 - 210,920 CDI + 1.70% p.a. Private Bonds – 9 th – series 2 259,843 - CDI + 2.40% p.a. Bonds – 1 st 529,465 514,574 CDI + 2.30% p.a. Financing and Lease Liabilities - Mind Makers - 888 TJPLP + 5% p.a. Financing and Lease Liabilities 140,563 160,542 IPCA Accounts Payable for Business Combination and acquisition of associates 625,277 532,313 100% CDI 1,608,836 1,524,081 |
Schedule of financial liabilities by maturity ranges | December 31, 2022 Less than one Between one two Over two Total Bonds and financing (Note 15 93,779 499,217 250,000 842,996 Lease Liabilities (Note 17 23,151 22,921 94,491 140,563 Accounts Payable for business combination and acquisition of associates (Note 19 73,007 389,186 163,084 625,277 Suppliers (Note 16 250,647 - - 250,647 Reverse Factoring (Note 16 155,469 - - 155,469 Other liabilities - related parties (Note 21 54 - - 54 596,107 911,324 507,575 2,015,006 |
Schedule of financial liabilities by maturity ranges for estimated amounts payable based on undiscounted contractual amounts | December 31, 2022 Less than one Between one two Over two Total Bonds and financing 105,436 561,270 281,075 947,781 Lease Liabilities 26,029 25,770 106,236 158,035 Accounts Payable for business combination and acquisition of associates 82,082 437,562 183,355 702,999 Suppliers 281,802 - - 281,802 Reverse Factoring 174,794 - - 174,794 Other liabilities - related parties 61 - - 61 670,204 1,024,602 570,666 2,265,472 |
Schedule of calculation of gearing ratio | December 31, 2022 December 31, 2021 Net debt (i) 1,969,241 1,518,247 Total shareholders' equity 4,629,679 4,665,209 Total capitalization (ii) 2,660,438 3,146,963 Gearing ratio - % - (iii) 74 % 48 % (i) Net debt comprises financial liabilities (note 7 (ii) Refers to the difference between Shareholders’ Equity and Net debt. (iii) The Gearing Ratio is calculated based on Net Debt/Total Capitalization. |
Schedule of sensitivity analysis of potential losses from financial instruments | Index - % per year Balance as of December 31, 2022 Base scenario Scenario I Scenario II Financial Investments 103.40% of CDI 39,212 4,874 6,093 7,311 Marketable Securities 103.39% CDI 380,514 47,298 59,122 70,947 419,726 52,172 65,215 78,258 Accounts Payable for Business Combination and acquisition of associates 100% of CDI (625,277 ) (77,722 ) (97,152 ) (116,583 ) Lease liabilities CDI + 1.28% (140,563 ) (17,472 ) (21,840 ) (26,208 ) Bonds and financing CDI + 1.66% (842,996 ) (104,784 ) (130,981 ) (157,177 ) (1,608,836 ) (199,978 ) (249,973 ) (299,968 ) Net exposure (1,189,110 ) (147,806 ) (184,758 ) (221,710 ) Interest rate -% p.a - - 12.43 % 15.54 % 18.65 % Stressing scenarios - - - 25 % 50 % |
Financial Instruments by Cate_2
Financial Instruments by Category (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments by Category | |
Schedule of financial instruments by category | The Company holds the following financial instruments: Hierarchy December 31, 2022 December 31, 2021 Assets - Amortized cost Cash and cash equivalents 45,765 309,893 Marketable securities - 166,349 Trade receivables 649,135 505,514 Other receivables 972 2,105 Related parties – other receivables 1,759 501 697,631 984,362 Assets - Fair value through profit or loss Marketable securities 1 380,514 - Other investments and interests in entities 8,272 - 388,786 - Liabilities - Amortized cost Bonds and financing 842,996 831,226 Lease liabilities 140,563 160,542 Reverse factoring 155,469 97,619 Suppliers 250,647 167,168 Accounts payable for business combination and acquisition of associates 569,360 497,187 Accounts payable for business combination and acquisition of associates (i) 3 55,917 35,126 Other liabilities - related parties 54 39,271 2,015,006 1,828,139 i) Refers to a portion of the liability remeasured based on economic activity of the acquired entity (post-closing price adjustments). |
Schedule of valuation techniques and significant unobservable inputs | The following table shows the valuation techniques used in measuring level 3 Entities Valuation technique Significant unobservable inputs Inter-relationship between key unobservable inputs and fair value measurement Phidelis Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). 1. The achievement of financial targets are linked to net revenue of the years 2023 and 2024. 2.Revenue: we consider for the revenue projection the continuity of old contracts and new contracts with average annual revenue growth of 21.1%. The estimated fair value would increase (decrease) if: - Any product is no longer monetized (lower) - The risk-adjusted discount rates were lower (higher) SEL Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). 1. Renewal, in writing, to the year 2023 and 2024, of the Structured Teaching Program Contract; or 2. Entering a new contract, in writing, with SESI effective for the year 2024, with or without the need for bidding, so that the Buyer continues to provide in the year of 2024 services to SESI, according to the specific scope to be defined by SESI (“Renovation Structured Teaching Program 2024”). The estimated fair value would increase (decrease) if: - No contract renewal (lower) Redação Nota 1000 Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). 1. Net Revenue Target 2023: R$3,952 2. (i) 2023 Net Revenue equal to or greater than R$3,952 so = 100%, (ii) 2023 Net Revenue equal to or greater than R$2,799 and less than R$3,952 so 70%, (iii) 2023 Net Revenue equal to or greater than R$ 2,659 and less than R$2,799 so 60%, (iv) 2023 Net Revenue equal to or greater than R$2,379 and less than R$2,659 so, 40%, and (v) Net Revenue less than R$2,379 so 0%. Not applicable. Educbank Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (students enrolled). 1. Reaching 25,000 new students effectively hired, as determined after issuing bank slips, in relation to the Company's services 2. Reaching 37,000 new students effectively hired, as determined after issuing bank slips, in relation to the Company's services. The estimated fair value would increase (decrease) if: - Not applicable. |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents. | |
Schedule of cash and cash equivalents | December 31, 2022 December 31, 2021 Cash 7 100 Bank account 6,546 17,772 Financial investments (i) 39,212 292,021 45,765 309,893 ( i ) The Company invests in short-term fixed income investment funds with daily liquidity and no material risk of change in value. Financial investments presented an average gross yield of 103 % of the annual CDI rate on December 31, 2022 (105.2 % on December 31, 202 1 ). All investments are highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and correspond to the cash obligations for the period. |
Marketable securities (Tables)
Marketable securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable securities | |
Schedule of marketable securities | Credit Risk December 31, 2022 December 31, 2021 Financial bills (LF) AAA - 1,640 Financial treasury bills (LFT) AAA - 164,709 Private investment fund AAA 31,842 - Private investment fund AA 348,672 - 380,514 166,349 |
Trade receivables (Tables)
Trade receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade receivables | |
Schedule of trade receivables | December 31, 2022 December 31, 2021 Trade receivables 711,439 505,190 Related Parties (Note 21 7,177 46,824 ( - ) Impairment losses on trade receivables (69,481 ) (46,500 ) 649,135 505,514 |
Schedule of maturities of trade receivables | December 31, 2022 December 31, 2021 Not yet due 563,005 417,233 Past due Up to 30 19,435 9,657 From 31 60 22,637 10,331 From 61 90 12,193 7,366 From 91 180 42,169 21,154 From 181 360 31,357 23,852 Over 360 20,643 15,597 Total past due 148,434 87,957 Related parties (note 21 7,177 46,824 Impairment losses on trade receivables (69,481 ) (46,500 ) 649,135 505,514 |
Schedule of expected credit losses for aging | December 31, 2022 December 31, 2021 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 1.52% 8,970 0.30% 1,263 Past due Up to 30 9.53% 2,072 12.67% 1,219 From 31 60 14.09% 2,728 17.01% 1,769 From 61 90 19.87% 2,335 23.75% 1,764 From 91 180 29.66% 10,096 35.71% 7,608 From 181 360 48.35% 12,465 72.90% 17,399 Over 360 76.40% 15,434 99.23% 15,478 Total past due 54,100 46,500 Customers in judicial recovery (i) 100% 15,381 100% - (-) Impairment losses on trade receivables 69,481 46,500 (i) On December 31, 2022 the Company’s Management recorded R$15 million in provision for expected credit loss relating to the entirely of Vasta’s receivable for products in inventory of a large retail company in judicial recovery. The Company did not identify customers in judicial recovery as of December 31, 2021. |
Schedule of changes in impairment losses on trade receivables | December 31, 2022 December 31, 2021 December 31, 2020 Opening balance 46,500 32,055 22,524 Additions 45,904 39,326 29,870 Reversals (288 ) (2,854 ) (4,855 ) Write offs (i) (22,635 ) (22,027 ) (15,484 ) Closing balance 69,481 46,500 32,055 (i) The Company assessed its customers credit lines, on a regular basis. Due to historical losses and lack of prospects of credit recovery alongside these customers, the Company recognized R$ 22,635 as write-off as of December 31, 2022 (R$ 22,027 as of December 31, 2021). |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventories | |
Schedule of inventories | December 31, 2022 December 31, 2021 Finished products (i) 160,519 160,318 Work in process 73,993 51,152 Raw materials 30,773 27,081 Imports in progress 347 1,681 Right to returned goods (ii) 818 2,131 266,450 242,363 (i) These amounts are net of slow-moving items and net realizable value. (ii) Represents the Company’s right to recover products from customers when customers exercise their right of return under the Company’s returns policies, where the Company estimates the volume of goods returned based on experience and foreseen expectations. |
Schedule of changes in provision for inventories | December 31, 2022 December 31, 2021 December 31, 2020 Opening balance 58,723 62,210 69,080 Additions 46,138 24,178 8,783 (Reversals) (5,214 ) (2,061 ) (4,726 ) Inventory losses (i) (15,598 ) (25,604 ) (10,927 ) Closing balance 84,049 58,723 62,210 (i) Refers substantially to physical books destroyed, previously provisioned, due to indication of damage or obsolescence caused by changes in the educational content during the school year. |
Equity accounted investees (Tab
Equity accounted investees (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity accounted investees | |
Schedule of composition of investments | a) Composition of investments Investment type Interest % Investment Fair value Goodwill December 31, 2022 Educbank Associate 45% 41,485 7,868 33,786 83,139 41,485 7,868 33,786 83,139 |
Schedule of investments without control and significant influence | b) Investments without control and significant influence EducBank As of December 31, 2021 - Acquisition 87,651 Equity method (4,512 ) As of December 31,2022 83,139 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | December 31, 2022 December 31, 2021 Weighted average depreciation rate Cost Accumulated depreciation Net book value Cost Accumulated depreciation Net book value IT equipment 10% - 33% 80,262 (43,294 ) 36,968 44,181 (27,565 ) 16,615 Furniture, equipment and fittings 10% - 33% 60,920 (36,818 ) 24,102 38,116 (29,726 ) 8,390 Property, buildings and improvements 5%-20% 53,027 (40,381 ) 12,646 54,508 (36,636 ) 17,872 In progress - 4,494 - 4,494 677 - 677 Right of use assets 6%-33% 257,034 (137,948 ) 119,086 251,694 (109,957 ) 141,737 Land - 391 - 391 391 - 391 Total 456,128 (258,441 ) 197,688 389,567 (203,885 ) 185,682 |
Schedule of changes in property, plant and equipment | Changes in property, plant and equipment are as follows: IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets (i) Land Total As of December 31, 2021 16,615 8,390 17,872 677 141,737 391 185,682 Additions 35,086 21,571 657 3,829 12,002 - 73,145 Additions through business combinations 54 12 - 6 - - 72 Disposals / Cancelled contracts - (6 ) - (18 ) (3,796 ) - (3,820 ) Depreciation (15,727 ) (5,379 ) (5,428 ) - (30,857 ) - (57,391 ) Transfers 941 (486 ) (455 ) - - - - As of December 31, 2022 36,968 24,102 12,646 4,494 119,086 391 197,688 (i) Refers to recognition of new lease agreements of R$ 12,002 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 17 IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress Right of use assets Land Total As of December 31, 2020 1,479 9,908 19,978 315 159,873 453 192,006 Additions (i) 16,105 1,028 597 2,732 25,513 - 45,975 Additions through business combinations 1,041 835 135 - - - 2,011 Renegotiation (ii) - - - - (12,439 ) - (12,439 ) Disposals / Cancelled contracts - (124 ) - - (3,286 ) - (3,410 ) Depreciation (2,010 ) (3,319 ) (5,208 ) - (27,924 ) - (38,461 ) Transfers - 62 2,370 (2,370 ) - (62 ) - As of December 31, 2021 16,615 8,390 17,872 677 141,737 391 185,682 (i) Refers substantially to recognition of new lease agreements of R$ 25,513 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 17 (ii) The Company returned part of the São José dos Campos warehouse to the lessor in September 2021, maintaining the lease agreement and term, changing only in the subsequent lease installments leading to the reversal adjustments of the right-of-use asset and corresponding lease liabilities. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets and goodwill | December 31, 2022 December 31, 2021 Weighted average amortization rate Cost Accumulated amortization Net book value Cost Accumulated amortization Net book value Software 20% 263,433 (182,711 ) 80,722 247,326 (151,281 ) 96,045 Customer Portfolio 8% 1,201,074 (377,891 ) 823,183 1,197,381 (275,276 ) 922,105 Trademarks 5% 631,582 (112,967 ) 518,615 632,016 (85,658 ) 546,358 Trade Agreement 8% 247,622 (28,795 ) 218,827 247,622 (4,127 ) 243,495 Platform content production 33% 123,251 (74,881 ) 48,370 73,877 (49,583 ) 24,294 Other Intangible assets 33% 39,422 (32,142 ) 7,280 39,421 (32,140 ) 7,281 In progress 18,958 - 18,958 3,991 - 3,991 Goodwill 3,711,721 - 3,711,721 3,694,798 - 3,694,798 6,237,063 (809,387 ) 5,427,676 6,136,432 (598,065 ) 5,538,367 |
Schedule of changes in intangible assets and goodwill | Software Customer Portfolio Trademarks Trade Agreement Platform content production Other Intangible assets In progress Goodwill Total As of December 31, 2021 (i) 96,045 922,105 546,358 243,495 24,294 7,281 3,991 3,694,798 5,538,367 Additions 12,881 - - - 62,722 17 14,967 - 90,587 Additions through business combinations 3,225 3,833 - - - - - 16,923 23,981 Disposals - (140 ) ( 434 ) - ( 13,348 ) (15 ) - - ( 13,937 ) Amortization (31,430 ) (102,615 ) (27,309 ) (24,668 ) (25,298 ) ( 3 ) - - (211,323 ) As of December 31, 2022 80,722 823,183 518,615 218,827 48,370 7,280 18,958 3,711,721 5,427,676 (i) Considers the review of goodwill and intangibles assets of the acquisition of EMME and Redação Nota Mil, acquired during the year 2021. Software Customer Portfolio Trademarks Trade Agreement Platform content production (i) Other intangible assets In progress Goodwill (ii) Total As of December 31, 2020 83,414 928,858 573,586 - 23,821 6,243 999 3,307,805 4,924,726 Additions 25,560 - - - 20,808 39 9,509 - 55,916 Additions through business combinations 11,036 83,589 - 247,622 - 1,099 - 387,074 730,419 Amortization (30,482 ) (90,342 ) (27,309 ) (4,127 ) (20,335 ) (100 ) - - (172,695 ) Transfers 6,517 - - - - - (6,517 ) - - As of December 31, 2021 96,045 922,105 546,277 243,495 24,294 7,281 3,991 3,694,879 5,538,367 (i) Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include “Plurall Digital Transformation” in the amount of R$ 20,808 million, and project related to learning systems, in the amount of R$ 9,509 million. (ii) The Company recognized R$ 387,074 Nota 1000 5 |
Schedule of goodwill allocated to each CGU | December 31, 2022 December 31, 2021 Content and Edtech Platform 3,674,034 3,674,036 Digital Platform 37,687 20,843 3,711,721 3,694,879 |
Schedule of key assumptions used for value-in-use calculations | 2022 2021 Content and EdTech Platform Digital Platform Content and EdTech Platform Digital Platform Growth rate - % 13.70 % 12.5 % 14.40 % 9.7 % Discount rate - % 12.10 % 12.10 % 10.81 % 10.81 % Growth rate (%) in perpetuity 4.7 % 4.7 % 5.8 % 5.8 % Years projected 8 8 8 8 |
Bonds and financing (Tables)
Bonds and financing (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Bonds and financing | |
Schedule of bonds and financing | The balance of bonds and financing comprises the following amounts: December 31, 2021 Additions (i) Payment of interest (ii) Payment of principal (ii) Interest accrued Transaction cost of bonds Transfers December 31, 2022 Bonds with Related Parties 264,673 - (33,921 ) (254,885 ) 36,573 - 50,885 63,325 Bonds 16,581 - (58,425 ) - 72,298 1,018 (1,018 ) 30,454 Financing 237 - (154 ) (759 ) 25 - 651 - Current liabilities 281,491 - (92,500 ) (255,644 ) 108,896 1,018 50,518 93,779 Bonds with Related Parties 51,091 250,000 - - - - (50,885 ) 250,206 Bonds 497,993 - - - - - 1,018 499,011 Financing 651 - - - - - (651 ) - Non-current liabilities 549,735 250,000 - - - - (50,518 ) 749,217 Total 831,226 250,000 (92,500 ) (255,644 ) 108,896 1,018 - 842,996 (i) On September 28, 2022, the Company issued simple debentures not convertible into shares, subject to remunerative interest of 100% of the CDI , plus a spread of 2.40 % per year, in the total amount of R$ 250,000 . The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, whose average term has become 37 months . (ii) We present below the composition of interest and principal payments considering the issues made: December 31, 2020 Additions (ii) Payment of interest (i) Payment of principal (i) Interest accrued Transaction cost of bonds Transfers December 31, 2021 Bonds with related parties 502,743 - (24,873 ) (477,564 ) 25,859 - 238,509 264,673 Bonds - - - - 17,574 (993 ) - 16,581 Financing 139 - (49 ) (177 ) 116 - 208 237 Current liabilities 502,882 - (24,922 ) (477,741 ) 43,549 (993 ) 238,717 281,491 Bonds with related parties(i) 289,600 - - - - - (238,509 ) 51,091 Bonds - 500,000 - - - (2,007 ) - 497,993 Financing 859 - - - - - (208 ) 651 Non-current liabilities 290,459 500,000 - - - (2,007 ) (238,717 ) 549,735 Total 793,341 500,000 (24,922 ) (477,741 ) 43,549 (3,000 ) - 831,226 (i) On March 15, 2021, the Company, substantially settled bonds with related parties amounting to R$ 100,000 and R$ 1,488 , in principal and interest, respectively as follows: 5 th Issuance, 1 st series – R$ 101,488 . In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 1,451 , 6 th Issuance, 2 nd series – R$ 3,613 and 7 th Issuance, single series – R$ 5,663 . This measure is part of a commitment with shareholders as a result of the IPO. On May 31, 2021, the Company partially settled bonds with related parties amounting to R$ 188,000 , of principal of the 7 th issuance single series. On August 6, 2021, the Company settled the remaining 7 th 189,564 and R$ 5,871 , as principal and interest. In addition, the Company settled only interest on the following bonds: 5 th Issuance, 2 nd series – R$ 2,029 and 6 th Issuance, 2 nd series – R$ 4,758 . Regarding the financing with Banco de de Minas SA - BDMG, the Company pays monthly the amount of R$ 15 and R$ 4 , respectively, of principal and interest, totaling on December 31, 2021 an amount of R$ 177 and R$ 49 , respectively, of principal and interest (ii) On August 6, 2021, the subsidiary de S.A. issued R$ 500 million in simple debentures not convertible into shares, subject to compensatory interest of 100% of DI Interest Deposit rate (CDI) , plus spread of 2.30 % per year. The debentures are aimed at reinforcing the Company’s capital structure and elongating the debt maturity profile, which average maturity now stands at 35 months . |
Schedule of composition of interest and principal payments of bonds and financing | Emission Payments Interest Principal SSED 21 6 2 02/15/2022 and 08/11/2022 (10,792 ) (50,885 ) SEDU 21 7 2 02/15/2022 and 08/11/2022 (23,129 ) (204,000 ) GAGL 11 02/07/2022 and 08/05/2022 (58,425 ) - Financing 06/22/2022 (154 ) (759 ) Total (92,500 ) (255,644 ) |
Schedule of bonds' description | Subscriber Related Parties Related Parties Third parties Issuance 5 9 1 Series 2 nd 2 nd Single Series Date of issuance 08/15/2018 09/28/2022 08/06/2021 Maturity Date 08/15/2023 09/28/2025 08/05/2024 First payment after 60 months 36 months 35 months Remuneration payment Semi-annual interest Semi-annual interest Semi-annual interest Financials charges CDI + 1.00% p.a. CDI + 2.40% p.a. CDI + 2.30% p.a. Principal amount (in millions of R$) 100 250 500 |
Schedule of bonds and financing maturities | Maturity of installments December 31, 2022 % December 31, 2021 % 2023 93,779 11.1 281,491 33.9 2024 499,217 59.2 51,063 6.1 2025 250,000 29.7 498,672 60.0 Total non-current liabilities 749,217 88.9 549,735 66.1 842,996 100.0 831,226 100.0 |
Suppliers (Tables)
Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Suppliers | |
Schedule of trade suppliers | December 31, 2022 December 31, 2021 Local suppliers 215,593 132,124 Related parties (note 21 13,781 19,534 Copyright 21,273 15,510 250,647 167,168 Reverse Factoring (i) 155,469 97,619 (i) As of December 31, 2022, the balance of reverse factoring was R$ 155,469 (R$ 97,619 as of December 31, 2021), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.27% per month (as of December 31, 2021, the weighted average was 1.05% per month) and a maximum payment term of 360 days. The balance is initially recognized net of the present value adjustment, which is subsequently recognized as a financial expense. |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease liabilities. | |
Schedule of lease liabilities | December 31, 2022 December 31, 2021 Opening balance 160,542 173,103 Additions for new lease agreements (i) 12,002 25,513 Renegotiation - (12,439 ) Cancelled contracts (3,180 ) (3,481 ) Renegotiation - COVID- 19 - (448 ) Interest 13,143 14,984 Payment of interest (14,941 ) (14,692 ) Payment of principal (27,003 ) (21,998 ) Closing balance 140,563 160,542 Current liabilities 23,151 26,636 Non-current liabilities 117,412 133,906 140,563 160,542 (i) Refers to new lease agreements which the Company has embedded part of its digital learning solutions. These lease agreements (digital learning) refer to lease terms of 36 months, with rates negotiated in the range of 10.3% p.a to 10.9% p.a. |
Schedule of fixed and variable lease payments | For the years ended December 31 2022 2021 Fixed Payments 41,944 36,689 Payments related to short-term contracts and low value assets, variable price contracts (note 26 18,312 17,775 60,256 54,464 |
Contractual obligations and d_2
Contractual obligations and deferred income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contractual obligations and deferred income | |
Schedule of contractual obligations and deferred income | December 31, 2022 December 31, 2021 Refund liability (i) 51,533 37,122 Contract of exclusivity for processing payroll 587 783 Deferred income in leaseback agreement (ii) 4,075 5,678 Other contractual obligations 1,657 2,582 57,852 46,165 Current 57,852 46,037 Non-current - 128 57,852 46,165 (i) Refers to the customer’s right to return products, as mentioned in Note 11 (ii) In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500. This transaction included deferred income of R$ 9,104, which has been appropriated according to the lease term of the property (120 months). |
Accounts payable for business_2
Accounts payable for business combination and acquisition of associates (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts payable for business combination and acquisition of associates | |
Schedule of accounts payable for business combination | December 31, 2022 December 31, 2021 Pluri 3,653 3,251 Mind Makers 7,915 7,044 Livro Fácil 10,516 14,055 Meritt 300 3,347 SEL 30,267 26,935 Redação Nota 1000 6,030 7,230 EMME 10,827 12,780 Editora De Gouges 514,299 457,671 Phidelis 16,976 - Educbank 24,494 - 625,277 532,313 Current 73,007 20,502 Non-current 552,270 511,811 625,277 532,313 |
Schedule of changes in accounts payable for business combination | December 31, 2022 December 31, 2021 Opening balance 532,313 48,055 Additions 120,344 703,257 Cash payment (80,939 ) (205,280 ) Payments in installments (11,379 ) (19,168 ) Interest payment (603 ) (1,571 ) Interest adjustment 65,725 8,158 Remeasurement (184 ) (1,138 ) Closing balance 625,277 532,313 |
Schedule of maturities of accounts payable for business combination | The maturity years of such balances as of December 31, 202 2 are shown in the table below: December 31, 2022 December 31, 2021 Maturity of installments Total % Total % In up to one 73,007 11.7 % 20,502 3.9 % One two 389,186 62.2 % 35,685 6.7 % Two three 163,084 26.1 % 166,730 31.3 % Three - - 309,396 58.1 % 625,277 100.0 % 532,313 100.0 % |
Salaries and Social Contribut_2
Salaries and Social Contribution (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Salaries and Social Contribution | |
Schedule of salaries and social contribution | December 31, 2022 December 31, 2021 Salaries payable 28,351 22,348 Social contribution payable (i) 25,205 23,926 Provision for vacation pay and 13 21,454 10,616 Provision for profit sharing (ii) 25,047 5,923 Others - 16 100,057 62,829 (i) Refers to the effect of social contribution over restricted share units' compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on a monthly basis . (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. |
Related parties (Tables)
Related parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related parties | |
Schedule of balances with related parties | December 31, 2022 Other receivables (i) Trade receivables (Note 10 21 Indemnification asset (note 21 b ) Other payments Suppliers (note 16 ) Bonds (note 15 ) Cogna Educação S.A. - - 180,417 - 3,828 313,531 Editora Atica S.A. - 5,754 - - 9,778 - Editora E Distribuidora Educacional S.A. 1,722 19 - - - - Educação Inovação e Tecnologia S.A. - 389 - - 175 - Nice Participações Ltda - 37 - - - - Saraiva Educação S.A. - 749 - - - - Somos Idiomas S.A. - 229 - - - - Others 37 - - 54 - - 1,759 7,177 180,417 54 13,781 313,531 (i) Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Cogna Group. December 31, 2021 Other receivables (i) Trade receivables (Note 10 21 Indemnification asset (note 21 Other payments (ii) Suppliers (note 16 Bonds (note 15 ) Acel Adminstração de Cursos Educacionais Ltda - 6,482 - - 474 - Anhanguera Educacional Participacoes S.A. - 413 - - - - Centro Educacional Leonardo Da Vinci SS - - - - 6 - Cogna Educação S.A. - - 160,470 3,021 - 315,764 Colégio Ambiental Ltda - 805 - - - - Colégio JAO Ltda. - 4,974 - - 33 - Colegio Manauara Lato Sensu Ltda. - 3,291 - - 458 - Colegio Manauara Cidade Nova Ltda. 395 - Colegio Visao Eireli - 132 - - 13 - Colégio Cidade Ltda - 397 - - 15 - COLEGIO DO SALVADOR LTDA 1 - Curso e Colégio Coqueiro Ltda - 434 - - 20 - ECSA Escola A Chave do Saber Ltda - 1,444 - - 16 - Editora Atica S.A. - 2,207 - 20,040 9,239 - Editora E Distribuidora Educacional S.A. - 436 - 15,754 88 - Editora Scipione S.A. - 445 - 211 556 - Educação Inovação e Tecnologia S.A. - - - 128 - - Escola Mater Christi Ltda. - 765 - - 139 - Escola Riacho Doce Ltda - - - - 24 - Maxiprint Editora Ltda. - 1,205 - 117 76 - Nucleo Brasileiro de Estudos Avançados Ltda - 420 - - 45 - Papelaria Brasiliana Ltda - 644 - - - - Pitagoras Sistema De Educacão Superior Ltda. - 76 - - - - Saber Serviços Educacionais S.A. 14 7,269 - - 578 - Saraiva Educacão S.A. 365 1,179 - - 5,136 - SGE Comercio De Material Didatico Ltda. - - - - 1,687 - Sistema P H De Ensino Ltda. - 4,421 - - 177 - Sociedade Educacional Alphaville Ltda - 1,257 - - 1 - Sociedade Educacional Doze De Outubro Ltda. - 734 - - 47 - Sociedade Educacional Parana Ltda. - 91 - - 11 - Somos Idiomas S.A. 122 - - - - - Somos Operações Escolares S.A. - 3,305 - - 29 - SSE Serviços Educacionais Ltda. - 3,602 - - 665 - 501 46,824 160,470 39,271 19,533 315,764 (i) (i) Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Cogna Group. (ii) Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Cogna Group. |
Schedule of transactions with related parties | Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Transactions held: Revenues Finance costs (i) note 15 Cost Sharing (note 21 Sublease (note 21 Revenues Finance costs Cost Sharing (note 21 Sublease (note 21 Revenues Finance costs Cost Sharing (note 21 d) Sublease (note 21 f) Acel Administracao De Cursos Educacionais Ltda. - - - - 2,790 - - - 1,230 - - - Centro Educacional Leonardo Da Vinci SS - - - - 41 - - - 1,319 - - - Cogna Educação S.A. - 36,573 - - - 25,859 - - - 48,432 - - Colégio Ambiental Ltda - - - - 496 - - - - - - - Colégio Cidade Ltda - - - - 146 - - - - - - - Colegio JAO Ltda. - - - - 1,582 - - - 387 - - - Colégio Manauara Lato Sensu Ltda. - - - - 1,903 - - - 3,139 - - - Colégio Manauara Cidade Nova Ltda - - - - 275 - - - - - Colégio Motivo Ltda. - - - - 35 - - - 1,308 - - - Colégio Visão Ltda - - - - 287 - - - - - - - Cursos e Colégio Coqueiros Ltda - - - - 268 - - - - - - - Ecsa Escola A Chave Do Saber Ltda. - - - - 593 - - - 657 - - - Editora Atica S.A. 16,286 - 5,757 8,551 5,374 - 6,130 13,153 7,287 229 11,989 15,364 Editora E Distribuidora Educacional SA. - - 29,475 - - - 31,384 - 1,841 - 36,144 1,489 Editora Scipione SA. 3,096 - - - 1,341 - - - 1,551 - - - Escola Mater Christi - - - - 311 - - - 246 - - - Escola Riacho Doce Ltda - - - - 77 - - - - - - - Maxiprint Editora Ltda. 6,665 - - - 1,107 - - - 612 - - - Nucleo Brasileiro de Estudos Avancados Ltda - - - - 276 - - - 423 - - - Papelaria Brasiliana Ltda - - - - 249 - - - 1,287 - - - Saber Serviços Educacionais S.A. 41 - - - 900 - - - 1,254 6,740 - 729 Saraiva Educacao SA. 4,090 - - 1,905 2,405 - - 2,528 3,364 - - 3,739 Sistema P H De Ensino Ltda. - - - - 4,417 - - - 5,776 - - - Sociedade Educacional Alphaville SA - - - - 414 - - - 317 - - - Sociedade Educacional Doze De Outubro Ltda - - - - 360 - - - 295 - - - Sociedade Educacional Neodna Cuiaba Ltda. - - - - 224 - - - 367 - - - SOE Operações Escolares SA. - - - - 1,086 - - - - - - - Somos Idiomas Ltda 641 - - 2,591 - - - 258 - - - - Somos Operações Escolares SA. - - - - 243 - - - - - - - SSE Serviços Educacionais Ltda. 863 - - - 1,463 - - - - - - - Sociedade Educacional Paraná Ltda. - - - - - - - - 795 - - - Sociedade Educacional Neodna Cuiaba Ltda. - EPP - - - - - - - - 367 - - - Somos Educação S.A. - - - - - - - - - 278 - - Others - - - - - - - - - - - 362 31,682 36,573 35,232 13,047 28,663 25,859 37,514 15,939 33,822 55,679 48,133 21,683 (i) Refers to debentures interest; see Note 15 |
Schedule of commercial lease and sublease agreements with related parties | Lessee Entity Counterparty to lease agreement (Lessor) Monthly payments Maturity Rate State of the property in use Somos Sistemas de Ensino S.A. Editora Scipione S.A. R$44 60 months from the agreement date Inflation index Pernambuco (Recife) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$37 60 months from the agreement date Inflation index Bahia (Salvador) f, 2 Commercial sublease agreement Entity (Sublessor) Counterparty to the sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S.A. (“EDE”) Somos Sistemas de Ensino S.A. R$ 430 September 30, 2025. Inflation index São Paulo (São Paulo) Somos Sistemas de Ensino S.A. Editora Ática S.A. R$827 September 30, 2025. Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Somos Idiomas S.A. R$ 53 September 30, 2025. Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Saraiva Educação S.A (“Saraiva”) R$ 207 September 30, 2025. Inflation index São Paulo (São José dos Campos) Somos Sistemas de Ensino S.A. Livraria Livro Fácil Ltda,(“Livro Fácil”) R$ 1,160 September 30, 2025. Inflation index São Paulo (São José dos Campos) |
Schedule of key management personnel compensation expenses | The Key management personnel compensation expenses comprised the following: December 31, 2022 December 31, 2021 December 31, 2020 Short-term employee benefits 10,786 4,685 6,982 Share-based compensation plan 9,640 8,305 33,594 20,426 12,990 40,576 |
Provision for tax, civil and _2
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | |
Schedule of contingent liabilities | December 31, 2022 December 31, 2021 Proceedings whose likelihood of loss is probable Tax proceedings (i) 622,440 607,084 Labor proceedings (ii) 25,812 38,159 Civil proceedings 496 376 648,748 645,619 Liabilities assumed in Business Combination Labor proceedings (ii) 1,755 - Civil proceedings - 1,231 Tax proceedings 749 - 2,504 1,231 Total of provision for tax, civil and labor losses 651,252 646,850 (i) Primarily refers to income tax positions taken by Somos and the Company in connection with a corporate restructuring held by the predecessor in 2010 2018 2018 (ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary difference, night shift premium, overtime and social charges, among others. There are no individual labor demands with material amounts that require specific disclosure. |
Schedule of changes in provision for contingent liabilities | The changes in provision for the years ended December 31, 2022 and 2021 December 31, 2021 Business combination Additions Reversals Interest Payments Decem ber 31, 2022 Tax proceedings 607,084 749 2,904 (27,790 ) 41,261 (1,019 ) 623,189 Labor proceedings 38,159 1,755 3,376 (16,045 ) 776 (454 ) 27,567 Civil proceedings 1,607 - 368 (1,615 ) 26 110 496 Total 646,850 2,504 6,648 (45,450 ) 42,063 (1,363 ) 651,252 Reconciliation with profit or loss for the period Finance expense - - (42,063 ) General and administrative expenses (6,648 ) 21,747 - Income tax and social contribution - 23,703 - Total (6,648 ) 45,450 (42,063 ) December 31, 2020 Business combination Additions Reversals Interest Payments December 31, 2021 Tax proceedings 575,724 - 16 (262 ) 31,623 (17 ) 607,084 Labor proceedings 37,896 - 3,468 (5,294 ) 2,636 (547 ) 38,159 Civil proceedings 313 1,231 110 (24 ) 41 (64 ) 1,607 Total 613,933 1,231 3,594 (5,580 ) 34,300 (628 ) 646,850 Reconciliation with profit or loss for the period Finance costs - - (34,300 ) General and administrative expenses (3,594 ) 5,580 - Total (3,594 ) 5,580 (34,300 ) |
Schedule of judicial deposits and escrow accounts | December 31, 2022 December 31, 2021 Tax proceedings 2,126 2,300 Indemnification asset -Former owner 1,801 1,998 Indemnification asset – Related parties (i) 180,417 160,470 Escrow-account (ii) 10,515 14,055 194,859 178,824 (i) Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 180,417 160,470 21 (ii) Refers to guarantees received as a consequence of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize. |
Current and Deferred Income T_2
Current and Deferred Income Tax and Social Contribution (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Current and Deferred Income Tax and Social Contribution | |
Schedule of reconciliation of income tax and social contribution expense | As of December 31, 2022 As of December 31, 2021 As of December 31, 2020 Loss before income tax and social contribution for the year (105,687 ) (155,843 ) (71,053 ) Nominal statutory rate of income tax and social contribution 34% 34% 34% IRPJ and CSLL calculated at the nominal rates 35,934 52,987 24,158 Share of loss equity-accounted investees (1,534 ) - - Permanent additions (8,292 ) (7,265 ) 1,246 Additional IRPJ - 24 - Difference in presumed profit rate of subsidiary 3,617 - - Tax Contingencies IRPJ and CSLL 23,703 - - Impairment write-off on tax loss carryforward ( 2,314 ) (8,657 ) - Total IRPJ and CSLL 51,114 37,089 25,404 Current IRPJ and CSLL in the result 10,668 (11,297 ) 7,874 Deferred IRPJ and CSLL in the result 40,446 48,386 17,530 51,114 37,089 25,404 Effective tax rate of Income and social contribution tax benefit 48% 24% 36% |
Schedule of changes in deferred income tax and social contribution assets and liabilities | As of December 31, 2021 Effect on profit (loss) As of December 31, 2022 Income tax/social contribution: Income tax and social contribution losses carryforwards (ii) 307,319 114,921 422,240 Temporary Differences: Impairment losses on trade receivables 13,010 7,461 20,471 Provision for obsolete inventories (1,262 ) 4,608 3,346 Imputed interest on suppliers (2,157 ) (3,391 ) (5,548 ) Provision for risks of tax, civil and labor losses 20,025 420 20,445 Refund liabilities and right to returned goods 9,470 6,348 15,818 Lease Liabilities 6,660 1,276 7,936 Fair value adjustments on business combination and goodwill amortization (i) (248,628 ) (109,826 ) (358,454 ) Other temporary difference 25,968 18,628 44,596 Deferred Assets, net 130,405 40,446 170,851 (i) Goodwill and fair value adjustments on business combination comprise three (ii) The Company’s income tax and social contribution loss carryforwards are primarily the result of tax amortization of goodwill and the amortization of certain intangibles recognized related to the business combination in 2018 2026 ii. December 31, 2021 and 2020 Changes in deferred income tax and social contribution assets and liabilities are as follows: As of December 31, 2020 Effect on profit (loss) Deferred tax on business combination As of December 31, 2021 Income tax/social contribution: Income tax and social contribution losses carryforwards 182,257 125,062 - 307,319 Temporary Differences: Impairment losses on trade receivables 9,543 3,467 - 13,010 Provision for obsolete inventories 3,263 (4,525 ) - (1,262 ) Imputed interest on suppliers (744 ) (1,413 ) - (2,157 ) Provision for risks of tax, civil and labor losses 19,138 887 - 20,025 Refund liabilities and right to returned goods 10,903 (1,433 ) - 9,470 Lease Liabilities 4,764 1,896 - 6,660 Fair value adjustments on business combination and goodwill amortization (i) (150,598 ) (90,588 ) (7,442 ) (248,628 ) Other temporary difference 10,020 15,033 915 25,968 Deferred Assets, net 88,546 48,386 (6,527 ) 130,405 (i) Goodwill three |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholder's Equity | |
Schedule of changes in number of shares in share capital | Class A Shares (units) Class B Shares (units) Total December 31, 2021 18,957,758 64,436,093 83,393,851 Remuneration ILP exercised 184,117 - 184,117 Premium recognized 71,919 - 71,919 December 31, 2022 19,213,794 64,436,093 83,649,887 |
Schedule of Company’s shareholders | In units Company Shareholders Class A Class B Total Cogna Group - 64,436,093 64,436,093 Free Float 18,213,794 - 18,213,794 Treasury shares (Note 24 1,000,000 - 1,000,000 Total (%) 23% 77% 83,649,887 |
Schedule of earning per share | December 31, 2022 December 31, 2021 December 31, 2020 Loss Attributable to Shareholder´s (54,573 ) (118,754 ) (45,649 ) Weighted average number of ordinary shares outstanding (thousands) (i) 83,651 82,254 83,012 Basic earning (loss) per share - R$ (0.65 ) (1.44 ) (0.55 ) Diluted earning (loss) per share - R$ (0.65 ) (1.44 ) (0.55 ) (i) The Company has not changed its number of voting rights since the IPO on July 31, 2020. |
Net Revenue from sales and Se_2
Net Revenue from sales and Services (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Revenue from sales and Services | |
Schedule of revenue by categories | December 31, 2022 December 31, 2021 December 31, 2020 Learning Systems Gross revenue 878,468 568,522 608,200 Taxes (382 ) (219 ) (40 ) Discounts (13,157 ) (14,302 ) (8,603 ) Returns (78,468 ) (41,919 ) (17,553 ) Net revenue 786,461 512,082 582,004 Textbooks Gross revenue 228,094 212,708 308,298 Taxes (214 ) (1,608 ) (250 ) Discounts (1,120 ) - - Returns (31,401 ) (41,330 ) (72,488 ) Net revenue 195,359 169,770 235,560 Complementary Education Services Gross revenue 159,207 148,817 63,491 Taxes (193 ) (961 ) (17 ) Discounts (1,415 ) - (6 ) Returns (15,755 ) (10,459 ) (2,880 ) Net revenue 141,844 137,397 60,588 Other services Gross revenue 38,727 34,498 34,118 Taxes (7,046 ) (3,034 ) (3,864 ) Net revenue 31,681 31,464 30,254 Total Content & EdTech Gross revenue 1,304,496 964,545 1,014,107 Taxes (7,835 ) (5,822 ) (4,171 ) Discounts (15,692 ) (14,302 ) (8,609 ) Returns (125,624 ) (93,708 ) (92,921 ) Net revenue 1,155,345 850,713 908,406 E-commerce Gross revenue 113,569 100,084 97,632 Taxes (1,873 ) (2,473 ) (2,261 ) Returns (5,533 ) (2,595 ) (6,149 ) Net revenue 106,163 95,016 89,222 Other digital services Gross revenue 3,026 1,850 - Taxes (254 ) (160 ) - Net revenue 2,772 1,690 - Total Digital Services Gross revenue 116,595 101,934 97,632 Taxes (2,127 ) (2,633 ) (2,261 ) Returns (5,533 ) (2,595 ) (6,149 ) Net revenue 108,935 96,706 89,222 Total Gross revenue 1,421,091 1,066,479 1,111,739 Taxes (9,962 ) (8,455 ) (6,432 ) Discounts (15,692 ) (14,302 ) (8,609 ) Returns (131,157 ) (96,303 ) (99,070 ) Net revenue 1,264,280 947,419 997,628 Sales 1,229,827 914,266 967,374 Service 34,453 33,153 30,254 Net revenue 1,264,280 947,419 997,628 |
Costs and Expenses by Nature (T
Costs and Expenses by Nature (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Costs and Expenses by Nature | |
Schedule of costs and expenses by nature | December 31, 2022 December 31, 2021 December 31, 2020 Salaries and payroll charges (281,894 ) (274,581 ) (279,523 ) Raw materials and productions costs (201,700 ) (185,862 ) (216,791 ) Editorial costs (49,329 ) (71,705 ) (52,794 ) Depreciation and amortization (268,714 ) (211,156 ) (174,088 ) Copyright (72,348 ) (58,885 ) (59,597 ) Advertising and publicity (99,834 ) (77,655 ) (88,965 ) Utilities, cleaning and security (20,087 ) (25,505 ) (19,499 ) Rent and condominium fees (18,312 ) (17,775 ) (14,278 ) Third-party services (47,667 ) (25,758 ) (23,904 ) Travel (23,577 ) (8,747 ) (8,760 ) Consulting and advisory services (34,166 ) (23,395 ) (25,269 ) Impairment losses on trade receivables (45,904 ) (32,726 ) (25,015 ) Material (6,263 ) (3,523 ) (3,708 ) Taxes and contributions (1,777 ) (2,808 ) (2,066 ) Reversal for tax, civil and labor risks 15,099 1,986 2,092 Provision for obsolete inventories (40,924 ) (22,117 ) (4,057 ) Income from lease and sublease agreements with related parties 13,047 15,939 21,683 Other income, net 662 5,554 4,283 (1,183,688 ) (1,018,719 ) (970,256 ) Cost of goods sold and services (473,135 ) (396,829 ) (378,003 ) Commercial expenses (194,043 ) (164,439 ) (165,169 ) General and administrative expenses (471,626 ) (430,279 ) (406,352 ) Impairment loss on accounts receivable (45,904 ) (32,726 ) (25,015 ) Other operating income, net 1,020 5,554 4,283 (1,183,688 ) (1,018,719 ) (970,256 ) |
Finance result (Tables)
Finance result (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Finance result | |
Schedule of finance result (net) | December 31, 2022 December 31, 2021 December 31, 2020 Finance income Income from financial investments and marketable securities (i) 54,954 26,719 16,907 Income finance from indemnification assets and contingencies (ii) 31,077 6,818 1,476 Other finance income 2,526 2,103 2,601 88,557 35,640 20,984 Finance costs Interest on bonds and financing (108,896 ) (43,549 ) (52,935 ) Interest on account payables for business combinations (65,725 ) ( 8,158 ) ( 1,568 ) Imputed interest on suppliers (19,810 ) (6,609 ) (12,286 ) Interest on Loans from related parties - (157 ) (3,344 ) Bank and collection fees (3,891 ) (6,587 ) (17,771 ) Interest on provision for tax, civil and labor losses (52,891 ) (34,300 ) (13,297 ) Interest on Lease Liabilities (13,143 ) (14,984 ) (15,077 ) Other finance costs (5,968 ) (5,839 ) (3,131 ) (270,324 ) (120,183 ) (119,409 ) Financial Result (net) (181,767 ) (84,543 ) (98,425 ) (i) Refers to income from marketable securities indexed at CDI. (ii) Refers to an indemnification asset in the amount of R$ 20,249 in connection with the acquisition of ( Predecessor) by Group ( Parent Company), as mentioned in the note 21 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Schedule of business' revenue, its reconciliation to "profit (loss) before finance result and tax", assets and liabilities by reportable segment | December 31, 2022 Content & EdTech Platform Digital Services Platform Total Net revenue from sales and services 1,155,345 108,935 1,264,280 Cost of goods sold and services (375,167 ) (97,968 ) (473,135 ) Operating income (expenses) General and administrative expenses (445,330 ) (26,295 ) (471,626 ) Commercial expenses (183,118 ) (10,926 ) (194,043 ) Other operating income, net 2,260 (1,240 ) 1,020 Impairment losses on trade receivables (45,769 ) (135 ) (45,904 ) Share of loss equity-accounted investees (4,512 ) - (4,512 ) Profit (loss) before finance result and taxes 103,709 (27,629 ) 76,080 Assets 7,438,094 82,497 7,520,591 Current and non-current liabilities 2,852,390 38,521 2,890,911 December 31, 2021 Content & EdTech Platform Digital Services Total Net revenue from sales and services 850,713 96,706 947,419 Cost of goods sold and services (327,651 ) (69,178 ) (396,829 ) Operating income (expenses) General and administrative expenses (413,746 ) (16,533 ) (430,279 ) Commercial expenses (147,664 ) (16,775 ) (164,439 ) Other operating income 5,469 85 5,554 Impairment losses on trade receivables (32,344 ) (382 ) (32,726 ) Loss before finance result and taxes (65,223 ) (6,077 ) (71,300 ) Assets 7,207,084 126,323 7,333,407 Current and non-current liabilities 2,605,351 62,847 2,668,198 December 31, 2020 Content & EdTech Platform Digital Services Total Net revenue from sales and services 908,406 89,222 997,628 Cost of goods sold and services (301,882 ) (76,121 ) (378,003 ) Operating income (expenses) General and administrative expenses (387,023 ) (19,329 ) (406,352 ) Commercial expenses (152,659 ) (12,510 ) (165,169 ) Other operating income 4,283 - 4,283 Impairment losses on trade receivables (25,015 ) - (25,015 ) Profit (Loss) before finance result and taxes 46,110 (18,738 ) 27,372 Assets 6,848,198 130,072 6,978,270 Current and non-current liabilities 2,141,107 51,847 2,192,953 |
Subsequent events (Tables)
Subsequent events (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of non-adjusting events after reporting period [line items] | |
Schedule of assets and liabilities acquired for business combination | Phidelis MVP Total Current assets Cash and cash equivalents 162 217 379 Trade receivables 65 131 196 Taxes recoverable 1 4 5 Total current assets 228 352 580 Non-current assets Property, plant and equipment - 72 72 Intangible assets - Customer Portfolio 1,521 2,313 3,834 Intangible assets - Software 523 2,702 3,225 Total non-current assets 2,044 5,087 7,131 Total Assets 2,272 5,439 7,711 Current liabilities Salaries and social contributions 58 4 62 Taxes payable - 10 10 Income tax and social contribution payable - 80 80 Other liabilities - 12 12 Total current liabilities 58 106 164 Non-current liabilities Provision for tax, civil and labor losses - 2,504 2,504 Total non-current liabilities - 2,504 2,504 Total liabilities 58 2,610 2,668 Net identifiable assets at fair value (A) 2,214 2,829 5,043 Total Consideration transferred (B) 3,600 18,366 21,966 Goodwill (B – A) (i) 1,386 15,537 16,923 |
The Company and Basis of Pres_3
The Company and Basis of Presentation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Livraria Livro Fácil Ltda.("Livro Fácil") | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
A & R Comercio e Servicos de Informatica Ltda. [Member] | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Mind Makers Editora Educacional (“Mind Makers”) | |||
The Company and Basis of Presentation | |||
Interest % | [1] | 0% | 100% |
Colégio Anglo São Paulo | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 0% | |
MVP Consultoria e Sistemas Ltda. (“MVP”) | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 0% | |
Meritt Informação Educacional Ltda (“Meritt”) | |||
The Company and Basis of Presentation | |||
Interest % | [1] | 0% | 100% |
Sociedade Educacional da Lagoa Ltda (“SEL”) | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") | |||
The Company and Basis of Presentation | |||
Interest % | [1] | 0% | 100% |
EMME – Produções de Materiais em Multimídia Ltda (“EMME”) | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Editora De Gouges S.A ("De Gouges") | |||
The Company and Basis of Presentation | |||
Interest % | [1] | 0% | 100% |
[1] Entities that were merged during the fiscal year ended December 31,2022 |
The Company and Basis of Pres_4
The Company and Basis of Presentation (Details 1) R$ in Thousands | 12 Months Ended | ||||
Jul. 23, 2020 BRL (R$) | Dec. 31, 2022 BRL (R$) Item shares | Dec. 31, 2021 BRL (R$) shares | Dec. 31, 2020 BRL (R$) shares | Jul. 19, 2022 BRL (R$) Installments | |
The Company and Basis of Presentation | |||||
Number of Reportable Segments | Item | 2 | ||||
Capital contribution | R$ 2426 | ||||
Consideration transferred | R$ 21966 | R$ 703258 | |||
Issuance of common shares in initial public offering | R$ 0 | R$ 0 | R$ 1836317 | ||
Number of shares issued | shares | 83,649,887 | 83,393,851 | 83,011,585 | ||
Share issuance costs, net of taxes | R$ 141173 | ||||
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |||||
The Company and Basis of Presentation | |||||
Proportion of ownership interest in subsidiary | 100% | 100% | |||
Educbank | |||||
The Company and Basis of Presentation | |||||
Percentage of voting equity interests acquired | 45% | ||||
Consideration transferred | R$ 87651 | ||||
Consideration paid in cash | 63,814 | ||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 23837 | ||||
Number of installments for contingent consideration payment | Installments | 4 | ||||
Flex Flix Limited [member] | |||||
The Company and Basis of Presentation | |||||
Percentage of voting equity interests acquired | 10% | ||||
Consideration paid in cash | R$ 8271 | ||||
Cogna Group | |||||
The Company and Basis of Presentation | |||||
Capital contribution | R$ 2426 | ||||
Cogna Group | Somos Group | Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |||||
The Company and Basis of Presentation | |||||
Proportion of ownership interest in subsidiary | 100% |
Basis of preparation and pres_3
Basis of preparation and presentation of Consolidated Financial Statements (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Livraria Livro Fácil Ltda.("Livro Fácil") | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
A & R Comercio e Servicos de Informatica Ltda. [Member] | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Mind Makers Editora Educacional (“Mind Makers”) | |||
The Company and Basis of Presentation | |||
Interest % | [1] | 0% | 100% |
Colégio Anglo São Paulo | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 0% | |
MVP Consultoria e Sistemas Ltda. (“MVP”) | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 0% | |
Meritt Informação Educacional Ltda (“Meritt”) | |||
The Company and Basis of Presentation | |||
Interest % | [1] | 0% | 100% |
Sociedade Educacional da Lagoa Ltda (“SEL”) | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Nota 1000 Serviços Educacionais Ltda ("Redação Nota 1000") | |||
The Company and Basis of Presentation | |||
Interest % | [1] | 0% | 100% |
EMME – Produções de Materiais em Multimídia Ltda (“EMME”) | |||
The Company and Basis of Presentation | |||
Interest % | 100% | 100% | |
Editora De Gouges S.A ("De Gouges") | |||
The Company and Basis of Presentation | |||
Interest % | [1] | 0% | 100% |
[1] Entities that were merged during the fiscal year ended December 31,2022 |
Use of estimates and judgemen_2
Use of estimates and judgements (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Use of estimates and judgements | |
Sales return term from delivery date | 4 months |
Significant accounting polici_4
Significant accounting policies and new and not yet effective accounting standards (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Property, buildings and leasehold improvements [member] | Minimum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 5 years |
Property, buildings and leasehold improvements [member] | Maximum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 20 years |
IT equipment [member] | Minimum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 3 years |
IT equipment [member] | Maximum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 10 years |
Furniture, equipment and fittings [member] | Minimum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 3 years |
Furniture, equipment and fittings [member] | Maximum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 10 years |
Right of use assets [member] | Minimum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 3 years |
Right of use assets [member] | Maximum [member] | |
Property, Plant and Equipment | |
Estimated useful lives (in years) | 15 years |
Significant accounting polici_5
Significant accounting policies and new and not yet effective accounting standards (Details 2) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets and Goodwill | |
Nominal statutory rates for calculating IRPJ (as a percent) | 25% |
Nominal statutory rates for calculating CSLL (as a percent) | 9% |
Software [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 5 years |
Trademarks [member] | Minimum [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 20 years |
Trademarks [member] | Maximum [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 30 years |
Customer portfolio [member] | Minimum [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 12 years |
Customer portfolio [member] | Maximum [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 13 years |
Platform content [member] | |
Intangible Assets and Goodwill | |
Estimated useful lives (in years) | 3 years |
Significant accounting polici_6
Significant accounting policies and new and not yet effective accounting standards (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of classes of share capital [line items] | ||
Maximum maturity period of cash and cash equivalents | 3 months | |
Period of lease term of short-term leases | 12 months | |
Share capital | R$ 4820815 | R$ 4820815 |
Share capital (in shares) | 82,649,887 | |
Capital Reserve | R$ 80531 | 61,488 |
Acquisition of shares upon repurchase program | 23,880 | |
Minimum Period of contract for sale of textbooks and learning systems (in years) | 3 years | |
Maximum Period of contract for sale of textbooks and learning systems (in years) | 5 years | |
Sales return term from delivery date | 4 months | |
Tax effect of revenues exempt from taxation | R$ 0 | |
Nominal statutory rate on service revenues (as a percent) | 9.25% | |
Municipal service tax, statutory rate (as a percent) | 5% | |
Treasury shares [member] | ||
Disclosure of classes of share capital [line items] | ||
Acquisition of shares upon repurchase program | R$ 23880 | R$ 23880 |
Number of shres acquired upon repurchase program | 1,000,000 | 1,000,000 |
Cogna Group | ||
Disclosure of classes of share capital [line items] | ||
Share capital | R$ 4820815 | |
Class B common shares | Cogna Group | ||
Disclosure of classes of share capital [line items] | ||
Share capital (in shares) | 64,436,093 | |
Class A common shares | ||
Disclosure of classes of share capital [line items] | ||
Share capital (in shares) | 18,213,794 | |
Class A common shares | Treasury shares [member] | ||
Disclosure of classes of share capital [line items] | ||
Acquisition of shares upon repurchase program | R$ 23880 | |
Number of shres acquired upon repurchase program | 1,000,000 |
Business Combinations - Textual
Business Combinations - Textual (Details) R$ in Thousands | 12 Months Ended | |||||||
Jan. 14, 2022 BRL (R$) Installments | Oct. 29, 2021 BRL (R$) | Aug. 01, 2021 BRL (R$) | May 27, 2021 BRL (R$) | Mar. 02, 2021 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2020 BRL (R$) | |
Business Combinations | ||||||||
Consideration transferred, acquisition-date fair value | R$ 21966 | R$ 703258 | ||||||
Interest rate basis | CDI | |||||||
Discounts on sale price | R$ 15692 | 14,302 | R$ 8609 | |||||
Phidelis | ||||||||
Business Combinations | ||||||||
Consideration transferred, acquisition-date fair value | R$ 21966 | |||||||
Consideration paid in cash | 8,854 | |||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 7638 | |||||||
Period for remaining consideration to be transferred | 2 years | |||||||
Interest rate basis | Extended National Consumer Price Index (“IPCA”) | |||||||
Contingent consideration | R$ 5474 | |||||||
Number of installments for contingent consideration payment | Installments | 3 | |||||||
Revenue from the date of acquisition | 5,157 | |||||||
Net profit (loss) from the date of acquisition | 780 | |||||||
Combined net revenue from sales and services | 1,264,287 | |||||||
Combined net profit (loss) | (54,572) | |||||||
SEL | ||||||||
Business Combinations | ||||||||
Consideration transferred, acquisition-date fair value | R$ 65000 | 65,000 | ||||||
Consideration paid in cash | 38,124 | |||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 26876 | |||||||
Period for remaining consideration to be transferred | 4 years | |||||||
Interest rate basis | 100% of CDI | |||||||
Period for minimum amount of contract revenue to be achieved | 2 years | |||||||
SEL | 2023 and 2024 | ||||||||
Business Combinations | ||||||||
Minimum Amount Of Contract Revenue Required | R$ 39400 | |||||||
Redação Nota 1000 | ||||||||
Business Combinations | ||||||||
Consideration transferred, acquisition-date fair value | R$ 11387 | 11,387 | ||||||
Consideration paid in cash | 4,093 | |||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 7294 | |||||||
Interest rate basis | 100% of CDI index | |||||||
Consideration payments final due date | Dec. 24, 2026 | |||||||
Contingent consideration | R$ 2650 | |||||||
Measurement period adjustments recognised for intangible assets and goodwill | 1,098 | |||||||
EMME | ||||||||
Business Combinations | ||||||||
Consideration transferred, acquisition-date fair value | R$ 15317 | 15,317 | ||||||
Consideration paid in cash | 3,063 | |||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 12253 | |||||||
Interest rate basis | “IPCA” – Extended National Consumer Price Index | |||||||
Consideration payments final due date | Aug. 16, 2026 | |||||||
Measurement period adjustments recognised for intangible assets and goodwill | R$ 1055 | |||||||
De Gouges | ||||||||
Business Combinations | ||||||||
Consideration transferred, acquisition-date fair value | R$ 611554 | R$ 611554 | ||||||
Consideration paid in cash | 160,000 | |||||||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 451554 | |||||||
Interest rate basis | 100% of CDI index | |||||||
Consideration payments final due date | Oct. 29, 2026 | |||||||
De Gouges | Somos Sistemas de Ensino S.A. ("Somos Sistemas") | ||||||||
Business Combinations | ||||||||
Discounts on sale price | R$ 62234 | |||||||
Maximum period for discounts on sale price | 5 years | |||||||
De Gouges | 2023 and 2024 | ||||||||
Business Combinations | ||||||||
Limited amount of discounts on sale price | R$ 16600 |
Business Combinations (Details)
Business Combinations (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 29, 2021 | Aug. 01, 2021 | May 27, 2021 | Mar. 02, 2021 | |||
Current assets | |||||||||
Cash and cash equivalents | R$ 379 | R$ 19062 | |||||||
Trade receivables | 196 | 20,599 | [1] | ||||||
Inventories | [2] | 4,534 | |||||||
Prepayments | 97 | ||||||||
Taxes recoverable | 5 | 1,956 | |||||||
Other receivables | 192 | ||||||||
Total current assets | 580 | 46,440 | |||||||
Non-current assets | |||||||||
Property, plant and equipment | 72 | 2,011 | |||||||
Other intangible assets | 1,138 | ||||||||
Intangible assets - Customer Portfolio | 3,834 | 83,589 | [3] | ||||||
Intangible assets - Trade agreement | [4] | 247,622 | |||||||
Intangible assets - Software | 3,225 | 11,036 | [5] | ||||||
Total non-current assets | 7,131 | 345,396 | |||||||
Total Assets | 7,711 | 391,836 | |||||||
Current liabilities | |||||||||
Suppliers | 1,300 | ||||||||
Salaries and social contributions | 62 | 3,596 | |||||||
Taxes payable | 10 | 326 | |||||||
Income tax and social contribution payable | 80 | 5,265 | |||||||
Provision for trade discount | 15,000 | ||||||||
Other liabilities | 12 | 1,700 | |||||||
Total current liabilities | 164 | 27,187 | |||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor losses | 2,504 | 1,231 | |||||||
Provision for trade discount | 47,234 | ||||||||
Total non-current liabilities | 2,504 | 48,465 | |||||||
Total liabilities | 2,668 | 75,652 | |||||||
Net identifiable assets at fair value (A) | 5,043 | 316,184 | |||||||
Total Consideration transferred (B) | 21,966 | 703,258 | |||||||
Goodwill (B – A) | 16,923 | [6] | 387,074 | [7] | |||||
Total | |||||||||
Non-current assets | |||||||||
Intangible assets - Software | R$ 11036 | ||||||||
Phidelis | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 162 | ||||||||
Trade receivables | 65 | ||||||||
Taxes recoverable | 1 | ||||||||
Total current assets | 228 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 0 | ||||||||
Intangible assets - Customer Portfolio | 1,521 | ||||||||
Intangible assets - Software | 523 | ||||||||
Total non-current assets | 2,044 | ||||||||
Total Assets | 2,272 | ||||||||
Current liabilities | |||||||||
Salaries and social contributions | 58 | ||||||||
Taxes payable | 0 | ||||||||
Income tax and social contribution payable | 0 | ||||||||
Other liabilities | 0 | ||||||||
Total current liabilities | 58 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor losses | 0 | ||||||||
Total non-current liabilities | 0 | ||||||||
Total liabilities | 58 | ||||||||
Net identifiable assets at fair value (A) | 2,214 | ||||||||
Total Consideration transferred (B) | 3,600 | ||||||||
Goodwill (B – A) | [6] | 1,386 | |||||||
MVP | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 217 | ||||||||
Trade receivables | 131 | ||||||||
Taxes recoverable | 4 | ||||||||
Total current assets | 352 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 72 | ||||||||
Intangible assets - Customer Portfolio | 2,313 | ||||||||
Intangible assets - Software | 2,702 | ||||||||
Total non-current assets | 5,087 | ||||||||
Total Assets | 5,439 | ||||||||
Current liabilities | |||||||||
Salaries and social contributions | 4 | ||||||||
Taxes payable | 10 | ||||||||
Income tax and social contribution payable | 80 | ||||||||
Other liabilities | 12 | ||||||||
Total current liabilities | 106 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor losses | 2,504 | ||||||||
Total non-current liabilities | 2,504 | ||||||||
Total liabilities | 2,610 | ||||||||
Net identifiable assets at fair value (A) | 2,829 | ||||||||
Total Consideration transferred (B) | 18,366 | ||||||||
Goodwill (B – A) | [6] | R$ 15537 | |||||||
SEL | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 1,461 | ||||||||
Trade receivables | [1] | 0 | |||||||
Inventories | [2] | 0 | |||||||
Prepayments | 0 | ||||||||
Taxes recoverable | 0 | ||||||||
Other receivables | 180 | ||||||||
Total current assets | 1,641 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 611 | ||||||||
Other intangible assets | 0 | ||||||||
Intangible assets - Customer Portfolio | [3] | 18,783 | |||||||
Intangible assets - Trade agreement | [4] | 0 | |||||||
Intangible assets - Software | [5] | 1,296 | |||||||
Total non-current assets | 20,690 | ||||||||
Total Assets | 22,331 | ||||||||
Current liabilities | |||||||||
Suppliers | 0 | ||||||||
Salaries and social contributions | 1 | ||||||||
Taxes payable | 17 | ||||||||
Income tax and social contribution payable | 33 | ||||||||
Provision for trade discount | 0 | ||||||||
Other liabilities | 0 | ||||||||
Total current liabilities | 51 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor losses | 0 | ||||||||
Provision for trade discount | 0 | ||||||||
Total non-current liabilities | 0 | ||||||||
Total liabilities | 51 | ||||||||
Net identifiable assets at fair value (A) | 22,280 | ||||||||
Total Consideration transferred (B) | 65,000 | R$ 65000 | |||||||
Goodwill (B – A) | [7] | 42,720 | |||||||
Redação Nota 1000 | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 525 | ||||||||
Trade receivables | [1] | 1,327 | |||||||
Inventories | [2] | 0 | |||||||
Prepayments | 0 | ||||||||
Taxes recoverable | 0 | ||||||||
Other receivables | 0 | ||||||||
Total current assets | 1,852 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 0 | ||||||||
Other intangible assets | 1,099 | ||||||||
Intangible assets - Customer Portfolio | [3] | 0 | |||||||
Intangible assets - Trade agreement | [4] | 0 | |||||||
Intangible assets - Software | [5] | 5,692 | |||||||
Total non-current assets | 6,791 | ||||||||
Total Assets | 8,643 | ||||||||
Current liabilities | |||||||||
Suppliers | 180 | ||||||||
Salaries and social contributions | 124 | ||||||||
Taxes payable | 207 | ||||||||
Income tax and social contribution payable | 0 | ||||||||
Provision for trade discount | 0 | ||||||||
Other liabilities | 1,673 | ||||||||
Total current liabilities | 2,184 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor losses | 0 | ||||||||
Provision for trade discount | 0 | ||||||||
Total non-current liabilities | 0 | ||||||||
Total liabilities | 2,184 | ||||||||
Net identifiable assets at fair value (A) | 6,459 | ||||||||
Total Consideration transferred (B) | 11,387 | R$ 11387 | |||||||
Goodwill (B – A) | [7] | 4,928 | |||||||
EMME | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 637 | ||||||||
Trade receivables | [1] | 1,082 | |||||||
Inventories | [2] | 0 | |||||||
Prepayments | 14 | ||||||||
Taxes recoverable | 9 | ||||||||
Other receivables | 0 | ||||||||
Total current assets | 1,742 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 128 | ||||||||
Other intangible assets | 1 | ||||||||
Intangible assets - Customer Portfolio | [3] | 0 | |||||||
Intangible assets - Trade agreement | [4] | 0 | |||||||
Intangible assets - Software | [5] | 4,048 | |||||||
Total non-current assets | 4,177 | ||||||||
Total Assets | 5,919 | ||||||||
Current liabilities | |||||||||
Suppliers | 13 | ||||||||
Salaries and social contributions | 600 | ||||||||
Taxes payable | 102 | ||||||||
Income tax and social contribution payable | 0 | ||||||||
Provision for trade discount | 0 | ||||||||
Other liabilities | 2 | ||||||||
Total current liabilities | 717 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor losses | 0 | ||||||||
Provision for trade discount | 0 | ||||||||
Total non-current liabilities | 0 | ||||||||
Total liabilities | 717 | ||||||||
Net identifiable assets at fair value (A) | 5,202 | ||||||||
Total Consideration transferred (B) | 15,317 | R$ 15317 | |||||||
Goodwill (B – A) | [7] | 10,115 | |||||||
De Gouges | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 16,439 | ||||||||
Trade receivables | [1] | 18,190 | |||||||
Inventories | 4,534 | [2] | R$ 4534 | ||||||
Prepayments | 83 | ||||||||
Taxes recoverable | 1,947 | ||||||||
Other receivables | 12 | ||||||||
Total current assets | 41,205 | ||||||||
Non-current assets | |||||||||
Property, plant and equipment | 1,272 | ||||||||
Other intangible assets | 38 | ||||||||
Intangible assets - Customer Portfolio | [3] | 64,806 | |||||||
Intangible assets - Trade agreement | 247,622 | [4] | 247,622 | ||||||
Intangible assets - Software | [5] | 0 | |||||||
Total non-current assets | 313,738 | ||||||||
Total Assets | 354,943 | ||||||||
Current liabilities | |||||||||
Suppliers | 1,107 | ||||||||
Salaries and social contributions | 2,871 | ||||||||
Taxes payable | 0 | ||||||||
Income tax and social contribution payable | 5,232 | ||||||||
Provision for trade discount | 15,000 | ||||||||
Other liabilities | 25 | ||||||||
Total current liabilities | 24,235 | ||||||||
Non-current liabilities | |||||||||
Provision for tax, civil and labor losses | 1,231 | ||||||||
Provision for trade discount | 47,234 | ||||||||
Total non-current liabilities | 48,465 | ||||||||
Total liabilities | 72,700 | ||||||||
Net identifiable assets at fair value (A) | 282,243 | ||||||||
Total Consideration transferred (B) | 611,554 | R$ 611554 | |||||||
Goodwill (B – A) | [7] | R$ 329311 | |||||||
[1] Accounts receivable from customers comprise gross contractual amounts due of R$ 24,344 3,746 10 4,534 33 As a result of the purchase price allocation, the Company identified R$ 247,622, a commercial agreement (“Eleva Holding”), which corresponds to the sale of teaching material from "De Gouges" to partner schools of "Eleva Holding" within 10 years, with an estimated sales rate of 10 % per year. As a result of purchase price allocation, the Company identified R$ 11,036 Education System “Redação Nota 1000 14 |
Business Combinations (Detail_2
Business Combinations (Details) (Parenthetical) - BRL (R$) R$ in Thousands | Oct. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 02, 2021 | Dec. 31, 2020 | ||
Business Combinations | |||||||
Intangible assets - Customer Portfolio | R$ 3834 | R$ 83589 | [1] | ||||
Intangible assets - Trade agreement | [2] | 247,622 | |||||
Inventories | [3] | 4,534 | |||||
Intangible assets - Software | R$ 3225 | 11,036 | [4] | ||||
Customer Portfolio [member] | |||||||
Business Combinations | |||||||
Percentage of receivables | 8% | ||||||
Business combinations | |||||||
Business Combinations | |||||||
Intangible assets - Software | R$ 11036 | ||||||
Accounts receivable from customers, gross contractual amounts | 24,344 | ||||||
Accounts receivable from customers which were uncollectible on the acquisition date | R$ 3746 | ||||||
SEL | |||||||
Business Combinations | |||||||
Intangible assets - Customer Portfolio | [1] | 18,783 | |||||
Intangible assets - Trade agreement | [2] | 0 | |||||
Inventories | [3] | 0 | |||||
Intangible assets - Software | [4] | 1,296 | |||||
SEL | Customer Portfolio [member] | |||||||
Business Combinations | |||||||
Intangible assets - Customer Portfolio | R$ 18783 | ||||||
Redação Nota 1000 | |||||||
Business Combinations | |||||||
Intangible assets - Customer Portfolio | [1] | 0 | |||||
Intangible assets - Trade agreement | [2] | 0 | |||||
Inventories | [3] | 0 | |||||
Intangible assets - Software | [4] | 5,692 | |||||
EMME | |||||||
Business Combinations | |||||||
Intangible assets - Customer Portfolio | [1] | 0 | |||||
Intangible assets - Trade agreement | [2] | 0 | |||||
Inventories | [3] | 0 | |||||
Intangible assets - Software | [4] | 4,048 | |||||
De Gouges | |||||||
Business Combinations | |||||||
Useful life measured as period of time, intangible assets other than goodwill | 10 years | ||||||
Intangible assets - Customer Portfolio | [1] | 64,806 | |||||
Intangible assets - Trade agreement | R$ 247622 | 247,622 | [2] | ||||
Estimated sales rate | 10% | ||||||
Inventories | R$ 4534 | 4,534 | [3] | ||||
Estimated sale rate for inventory | 33% | ||||||
Intangible assets - Software | [4] | R$ 0 | |||||
De Gouges | Customer Portfolio [member] | |||||||
Business Combinations | |||||||
Intangible assets - Customer Portfolio | R$ 64806 | ||||||
[1]As a result of purchase price allocation, the Company identified R$ 18,783, customer portfolio (“SESI”), and R$ 64,806, customer portfolio (“De Gouges”) based on customer portfolio receivables expectation around 8% per year. See Note 14.[2] As a result of the purchase price allocation, the Company identified R$ 247,622, a commercial agreement (“Eleva Holding”), which corresponds to the sale of teaching material from "De Gouges" to partner schools of "Eleva Holding" within 10 years, with an estimated sales rate of 10 % per year. 4,534 33 As a result of purchase price allocation, the Company identified R$ 11,036 Education System “Redação Nota 1000 14 |
Financial Risk Management (Deta
Financial Risk Management (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Market risk - cash flow interest rate risk | |||
Financing and Lease Liabilities | R$ 140563 | R$ 160542 | R$ 173103 |
Accounts Payable for Business Combination and acquisition of associates | R$ 625277 | 532,313 | R$ 48055 |
Interest rate basis | CDI | ||
Private Bonds – 6th Issuance – series 2 | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 53688 | 104,844 | |
Private Bonds – 6th Issuance – series 2 | |||
Market risk - cash flow interest rate risk | |||
Bonds | 0 | 210,920 | |
Private Bonds – 9th Issuance – series 2 | |||
Market risk - cash flow interest rate risk | |||
Bonds | 259,843 | 0 | |
Bonds – 1st Issuance – single | |||
Market risk - cash flow interest rate risk | |||
Bonds | 529,465 | 514,574 | |
Market risk - cash flow interest rate risk | |||
Market risk - cash flow interest rate risk | |||
Financing and Lease Liabilities | 140,563 | 160,542 | |
Accounts Payable for Business Combination and acquisition of associates | 625,277 | 532,313 | |
Amount under interest rate contract | 1,608,836 | 1,524,081 | |
Market risk - cash flow interest rate risk | Mind Makers | |||
Market risk - cash flow interest rate risk | |||
Bonds | R$ 0 | R$ 888 | |
Market risk - cash flow interest rate risk | TJPLP + 5% p.a. | Mind Makers | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | TJPLP | ||
Adjustment to interest rate basis | 5% | ||
Market risk - cash flow interest rate risk | IPCA | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | IPCA | ||
Market risk - cash flow interest rate risk | 100% CDI | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Percentage of interest rate basis | 100% | ||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance – series 2 | CDI + 1.00% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1% | ||
Market risk - cash flow interest rate risk | Private Bonds – 6th Issuance – series 2 | CDI + 1.70% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 1.70% | ||
Market risk - cash flow interest rate risk | Private Bonds – 9th Issuance – series 2 | CDI + 2.40% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 2.40% | ||
Market risk - cash flow interest rate risk | Bonds – 1st Issuance – single | CDI + 2.30% p.a. | |||
Market risk - cash flow interest rate risk | |||
Interest rate basis | CDI | ||
Adjustment to interest rate basis | 2.30% |
Financial Risk Management (De_2
Financial Risk Management (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | R$ 842996 | R$ 831226 | R$ 793341 | ||
Lease Liabilities | 140,563 | 160,542 | 173,103 | ||
Accounts Payable for business combination and acquisition of associates | 625,277 | 532,313 | 48,055 | ||
Suppliers | 250,647 | ||||
Reverse Factoring | 155,469 | ||||
Other liabilities - related parties | 54 | ||||
Financial liabilities by maturity ranges | R$ 2015006 | ||||
Estimated interest rate (as a percent) | 12.43% | ||||
Capital Management | |||||
Net debt (i) | [1] | R$ 1969241 | 1,518,247 | ||
Total equity | 4,629,679 | 4,665,209 | R$ 4785317 | R$ 3100083 | |
Total capitalization (ii) | [2] | R$ 2660438 | R$ 3146963 | ||
Gearing ratio - % - (iii) | [3] | 74% | 48% | ||
Undiscounted contractual amounts | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | R$ 947781 | ||||
Lease Liabilities | 158,035 | ||||
Accounts Payable for business combination and acquisition of associates | 702,999 | ||||
Suppliers | 281,802 | ||||
Reverse Factoring | 174,794 | ||||
Other liabilities - related parties | 61 | ||||
Financial liabilities by maturity ranges | 2,265,472 | ||||
In up to one year [member] | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 93,779 | ||||
Lease Liabilities | 23,151 | ||||
Accounts Payable for business combination and acquisition of associates | 73,007 | R$ 20502 | |||
Suppliers | 250,647 | ||||
Reverse Factoring | 155,469 | ||||
Other liabilities - related parties | 54 | ||||
Financial liabilities by maturity ranges | 596,107 | ||||
In up to one year [member] | Undiscounted contractual amounts | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 105,436 | ||||
Lease Liabilities | 26,029 | ||||
Accounts Payable for business combination and acquisition of associates | 82,082 | ||||
Suppliers | 281,802 | ||||
Reverse Factoring | 174,794 | ||||
Other liabilities - related parties | 61 | ||||
Financial liabilities by maturity ranges | 670,204 | ||||
One to two years [member] | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 499,217 | ||||
Lease Liabilities | 22,921 | ||||
Accounts Payable for business combination and acquisition of associates | 389,186 | R$ 35685 | |||
Suppliers | 0 | ||||
Reverse Factoring | 0 | ||||
Other liabilities - related parties | 0 | ||||
Financial liabilities by maturity ranges | 911,324 | ||||
One to two years [member] | Undiscounted contractual amounts | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 561,270 | ||||
Lease Liabilities | 25,770 | ||||
Accounts Payable for business combination and acquisition of associates | 437,562 | ||||
Suppliers | 0 | ||||
Reverse Factoring | 0 | ||||
Other liabilities - related parties | 0 | ||||
Financial liabilities by maturity ranges | 1,024,602 | ||||
Over two years | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 250,000 | ||||
Lease Liabilities | 94,491 | ||||
Accounts Payable for business combination and acquisition of associates | 163,084 | ||||
Suppliers | 0 | ||||
Reverse Factoring | 0 | ||||
Other liabilities - related parties | 0 | ||||
Financial liabilities by maturity ranges | 507,575 | ||||
Over two years | Undiscounted contractual amounts | |||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | |||||
Bonds and financing | 281,075 | ||||
Lease Liabilities | 106,236 | ||||
Accounts Payable for business combination and acquisition of associates | 183,355 | ||||
Suppliers | 0 | ||||
Reverse Factoring | 0 | ||||
Other liabilities - related parties | 0 | ||||
Financial liabilities by maturity ranges | R$ 570666 | ||||
[1]Net debt comprises financial liabilities (note 7 |
Financial Risk Management (De_3
Financial Risk Management (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Financial Assets | [1] | R$ 39212 | R$ 292021 | |
Marketable securities | 380,514 | 166,349 | ||
Accounts Payable for Business Combination and acquisition of associates | (625,277) | (532,313) | R$ 48055 | |
Lease liabilities | (140,563) | (160,542) | (173,103) | |
Bonds and financing | (842,996) | R$ 831226 | R$ 793341 | |
Total | (2,015,006) | |||
Probable scenario over a 12-month horizon | ||||
Sensitivity analysis | ||||
Financial Assets | 39,212 | |||
Marketable securities | 380,514 | |||
Total | 419,726 | |||
Accounts Payable for Business Combination and acquisition of associates | (625,277) | |||
Lease liabilities | (140,563) | |||
Bonds and financing | (842,996) | |||
Total | (1,608,836) | |||
Net exposure | R$ 1189110 | |||
Interest rate -% p.a | 0% | |||
Percentage of deterioration of the projected rates | 0% | |||
Probable scenario over a 12-month horizon | 103.40% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 103.40% | |||
Probable scenario over a 12-month horizon | 103.39% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 103.39% | |||
Probable scenario over a 12-month horizon | 100% CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 100% | |||
Probable scenario over a 12-month horizon | CDI + 1.28% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.28% | |||
Probable scenario over a 12-month horizon | CDI + 1.66% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 1.66% | |||
Probable scenario over a 12-month horizon | Base Scenario | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 12.43% | |||
Short-term investments, Potential gain (loss) | R$ 4874 | |||
Marketable securities, Potential gain (loss) | 47,298 | |||
Total Financial Assets, Potential gain (loss) | 52,172 | |||
Accounts Payable for Business Combination and acquisition of associates, Potential gain (loss) | (77,722) | |||
Lease liabilities, Potential gain (loss) | (17,472) | |||
Bonds and financing, Potential gain (loss) | (104,784) | |||
Total Financial Liabilities, Potential gain (loss) | (199,978) | |||
Net exposure, Potential gain (loss) | R$ 147806 | |||
Interest rate -% p.a | 12.43% | |||
Percentage of deterioration of the projected rates | 0% | |||
Probable scenario over a 12-month horizon | Scenario I | ||||
Sensitivity analysis | ||||
Short-term investments, Potential gain (loss) | R$ 6093 | |||
Marketable securities, Potential gain (loss) | 59,122 | |||
Total Financial Assets, Potential gain (loss) | 65,215 | |||
Accounts Payable for Business Combination and acquisition of associates, Potential gain (loss) | (97,152) | |||
Lease liabilities, Potential gain (loss) | (21,840) | |||
Bonds and financing, Potential gain (loss) | (130,981) | |||
Total Financial Liabilities, Potential gain (loss) | (249,973) | |||
Net exposure, Potential gain (loss) | R$ 184758 | |||
Interest rate -% p.a | 15.54% | |||
Percentage of deterioration of the projected rates | 25% | |||
Probable scenario over a 12-month horizon | Scenario II | ||||
Sensitivity analysis | ||||
Short-term investments, Potential gain (loss) | R$ 7311 | |||
Marketable securities, Potential gain (loss) | 70,947 | |||
Total Financial Assets, Potential gain (loss) | 78,258 | |||
Accounts Payable for Business Combination and acquisition of associates, Potential gain (loss) | (116,583) | |||
Lease liabilities, Potential gain (loss) | (26,208) | |||
Bonds and financing, Potential gain (loss) | (157,177) | |||
Total Financial Liabilities, Potential gain (loss) | (299,968) | |||
Net exposure, Potential gain (loss) | R$ 221710 | |||
Interest rate -% p.a | 18.65% | |||
Percentage of deterioration of the projected rates | 50% | |||
[1] The Company invests in short-term fixed income investment funds with daily liquidity and no material risk of change in value. Financial investments presented an average gross yield of 103 % of the annual CDI rate on December 31, 2022 (105.2 % on December 31, 202 1 ). All investments are highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and correspond to the cash obligations for the period. |
Financial Risk Management (De_4
Financial Risk Management (Details 4 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Sep. 28, 2022 | Aug. 06, 2021 | Dec. 31, 2022 | |
Sensitivity analysis | |||
Interest rate basis | CDI | ||
Estimated interest rate (as a percent) | 12.43% | ||
Probable scenario over a 12-month horizon | |||
Sensitivity analysis | |||
Percentage of deterioration of the projected rates | 0% | ||
Probable scenario over a 12-month horizon | Base Scenario | |||
Sensitivity analysis | |||
Adjustment to interest rate basis | 12.43% | ||
Interest rate basis | CDI | ||
Percentage of deterioration of the projected rates | 0% | ||
Probable scenario over a 12-month horizon | Scenario I | |||
Sensitivity analysis | |||
Percentage of deterioration of the projected rates | 25% | ||
Probable scenario over a 12-month horizon | Scenario II | |||
Sensitivity analysis | |||
Percentage of deterioration of the projected rates | 50% | ||
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |||
Sensitivity analysis | |||
Issued simple debentures, not convertible | R$ 250000 | ||
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | Non-current Bonds with Related Parties [member] | |||
Sensitivity analysis | |||
Issued simple debentures, not convertible | R$ 250000 | ||
Adjustment to interest rate basis | 2.40% | ||
Interest rate basis | 100% of the CDI | ||
Borrowings average maturity | 37 months | ||
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | Non-current Bonds [member] | |||
Sensitivity analysis | |||
Issued simple debentures, not convertible | R$ 500000 | ||
Adjustment to interest rate basis | 2.30% | ||
Interest rate basis | 100% of DI Interest Deposit rate (CDI) | ||
Borrowings average maturity | 35 months |
Financial Instruments by Cate_3
Financial Instruments by Category (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities | |||
Total financial liabilities | R$ 2015006 | ||
Liabilities - Amortized cost [member] | |||
Liabilities | |||
Total financial liabilities | 2,015,006 | R$ 1828139 | |
Liabilities - Amortized cost [member] | Bonds and financing | |||
Liabilities | |||
Total financial liabilities | 842,996 | 831,226 | |
Liabilities - Amortized cost [member] | Lease liabilities | |||
Liabilities | |||
Total financial liabilities | 140,563 | 160,542 | |
Liabilities - Amortized cost [member] | Reverse factoring | |||
Liabilities | |||
Total financial liabilities | 155,469 | 97,619 | |
Liabilities - Amortized cost [member] | Suppliers | |||
Liabilities | |||
Total financial liabilities | 250,647 | 167,168 | |
Liabilities - Amortized cost [member] | Accounts payable for business combination and acquisition of associates | |||
Liabilities | |||
Total financial liabilities | 569,360 | 497,187 | |
Liabilities - Amortized cost [member] | Accounts payable for business combination and acquisition of associates | Level 3 | |||
Liabilities | |||
Total financial liabilities | [1] | 55,917 | 35,126 |
Liabilities - Amortized cost [member] | Other liabilities - related parties | |||
Liabilities | |||
Total financial liabilities | 54 | 39,271 | |
Assets - Amortized cost [member] | |||
Assets | |||
Total financial assets | 697,631 | 984,362 | |
Assets - Amortized cost [member] | Cash and cash equivalents | |||
Assets | |||
Total financial assets | 45,765 | 309,893 | |
Assets - Amortized cost [member] | Marketable securities | |||
Assets | |||
Total financial assets | 0 | 166,349 | |
Assets - Amortized cost [member] | Trade receivables | |||
Assets | |||
Total financial assets | 649,135 | 505,514 | |
Assets - Amortized cost [member] | Other receivables | |||
Assets | |||
Total financial assets | 972 | 2,105 | |
Assets - Amortized cost [member] | Related parties – other receivables | |||
Assets | |||
Total financial assets | 1,759 | 501 | |
Assets - Fair value through profit or loss [member] | |||
Assets | |||
Total financial assets | 388,786 | 0 | |
Assets - Fair value through profit or loss [member] | Marketable securities | Level 1 | |||
Assets | |||
Total financial assets | 380,514 | 0 | |
Assets - Fair value through profit or loss [member] | Other investments and interests in entities | Level 1 | |||
Assets | |||
Total financial assets | R$ 8272 | R$ 0 | |
[1]Refers to a portion of the liability remeasured based on economic activity of the acquired entity (post-closing price adjustments). |
Financial Instruments by Cate_4
Financial Instruments by Category - Schedule of valuation techniques and significant unobservable inputs (Details) - Contingent consideration [member] - Level 3 of fair value hierarchy [member] R$ in Thousands | 12 Months Ended |
Dec. 31, 2022 BRL (R$) | |
Phidelis | |
Financial Instruments by Category | |
Valuation technique | Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). |
Phidelis | Unobservable inputs, 1 | |
Financial Instruments by Category | |
Significant unobservable inputs | 1. The achievement of financial targets are linked to net revenue of the years 2023 and 2024. |
Inter-relationship between signigicant unobservable and fair value measurement | The estimated fair value would increase (decrease) if: - Any product is no longer monetized (lower) |
Phidelis | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Significant unobservable inputs | 2.Revenue: we consider for the revenue projection the continuity of old contracts and new contracts with average annual revenue growth of 21.1%. |
Inter-relationship between signigicant unobservable and fair value measurement | The risk-adjusted discount rates were lower (higher) |
Expected weighted average annual revenue growth rate (as a percent) | 21.10% |
SEL | |
Financial Instruments by Category | |
Valuation technique | Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). |
SEL | Unobservable inputs, 1 | |
Financial Instruments by Category | |
Significant unobservable inputs | 1. Renewal, in writing, to the year 2023 and 2024, of the Structured Teaching Program Contract; or |
Inter-relationship between signigicant unobservable and fair value measurement | The estimated fair value would increase (decrease) if: |
SEL | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Significant unobservable inputs | 2. Entering a new contract, in writing, with SESI effective for the year 2024, with or without the need for bidding, so that the Buyer continues to provide in the year of 2024 services to SESI, according to the specific scope to be defined by SESI (“Renovation Structured Teaching Program 2024”). |
Inter-relationship between signigicant unobservable and fair value measurement | - No contract renewal (lower) |
Redação Nota 1000 | |
Financial Instruments by Category | |
Valuation technique | Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (net revenue). |
Inter-relationship between signigicant unobservable and fair value measurement | Not applicable. |
Redação Nota 1000 | Unobservable inputs, 1 | |
Financial Instruments by Category | |
Significant unobservable inputs | 1. Net Revenue Target 2023: R$3,952 |
Redação Nota 1000 | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Significant unobservable inputs | 2. (i) 2023 Net Revenue equal to or greater than R$3,952 so = 100%, (ii) 2023 Net Revenue equal to or greater than R$2,799 and less than R$3,952 so 70%, (iii) 2023 Net Revenue equal to or greater than R$ 2,659 and less than R$2,799 so 60%, (iv) 2023 Net Revenue equal to or greater than R$2,379 and less than R$2,659 so, 40%, and (v) Net Revenue less than R$2,379 so 0%. |
Redação Nota 1000 | Revenue target, 1 | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Net Revenue Target 2023 (as a percent) | 100% |
Redação Nota 1000 | Revenue target, 1 | Unobservable inputs, 2 | Minimum [member] | |
Financial Instruments by Category | |
Net Revenue Target 2023 | R$ 3952 |
Redação Nota 1000 | Revenue target, 2 | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Net Revenue Target 2023 (as a percent) | 70% |
Redação Nota 1000 | Revenue target, 2 | Unobservable inputs, 2 | Minimum [member] | |
Financial Instruments by Category | |
Net Revenue Target 2023 | R$ 2799 |
Redação Nota 1000 | Revenue target, 2 | Unobservable inputs, 2 | Maximum [member] | |
Financial Instruments by Category | |
Net Revenue Target 2023 | R$ 3952 |
Redação Nota 1000 | Revenue target, 3 | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Net Revenue Target 2023 (as a percent) | 60% |
Redação Nota 1000 | Revenue target, 3 | Unobservable inputs, 2 | Minimum [member] | |
Financial Instruments by Category | |
Net Revenue Target 2023 | R$ 2659 |
Redação Nota 1000 | Revenue target, 3 | Unobservable inputs, 2 | Maximum [member] | |
Financial Instruments by Category | |
Net Revenue Target 2023 | R$ 2799 |
Redação Nota 1000 | Revenue target, 4 | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Net Revenue Target 2023 (as a percent) | 40% |
Redação Nota 1000 | Revenue target, 4 | Unobservable inputs, 2 | Minimum [member] | |
Financial Instruments by Category | |
Net Revenue Target 2023 | R$ 2379 |
Redação Nota 1000 | Revenue target, 4 | Unobservable inputs, 2 | Maximum [member] | |
Financial Instruments by Category | |
Net Revenue Target 2023 | R$ 2659 |
Redação Nota 1000 | Revenue target, 5 | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Net Revenue Target 2023 (as a percent) | 0% |
Redação Nota 1000 | Revenue target, 5 | Unobservable inputs, 2 | Maximum [member] | |
Financial Instruments by Category | |
Net Revenue Target 2023 | R$ 2379 |
Educbank | |
Financial Instruments by Category | |
Valuation technique | Discounted cash flows: The valuation model considers the present value of the net cash flows expected to be generated by the operation (students enrolled). |
Educbank | Unobservable inputs, 1 | |
Financial Instruments by Category | |
Significant unobservable inputs | 1. Reaching 25,000 new students effectively hired, as determined after issuing bank slips, in relation to the Company's services |
Inter-relationship between signigicant unobservable and fair value measurement | The estimated fair value would increase (decrease) if: |
Number of new students effectively hired | 25,000 |
Educbank | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Significant unobservable inputs | 2. Reaching 37,000 new students effectively hired, as determined after issuing bank slips, in relation to the Company's services. |
Inter-relationship between signigicant unobservable and fair value measurement | - Not applicable. |
Number of new students effectively hired | 37,000 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and cash equivalents. | |||||
Cash | R$ 7 | R$ 100 | |||
Bank account | 6,546 | 17,772 | |||
Financial investments | [1] | 39,212 | 292,021 | ||
Cash and cash equivalents | R$ 45765 | R$ 309893 | R$ 311156 | R$ 43287 | |
Average gross yield of deposits | 103% | 105.20% | |||
[1] The Company invests in short-term fixed income investment funds with daily liquidity and no material risk of change in value. Financial investments presented an average gross yield of 103 % of the annual CDI rate on December 31, 2022 (105.2 % on December 31, 202 1 ). All investments are highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and correspond to the cash obligations for the period. |
Marketable securities (Details)
Marketable securities (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable securities | ||
Marketable securities | R$ 380514 | R$ 166349 |
Average gross yield of securities | 104% | 101% |
Credit Risk | AAA | ||
Marketable securities | ||
Financial bills (LF) | R$ 0 | R$ 1640 |
Financial treasury bills (LFT) | 0 | 164,709 |
Private investment fund | 31,842 | 0 |
Credit Risk | AA | ||
Marketable securities | ||
Private investment fund | R$ 348672 | R$ 0 |
Trade receivables (Details)
Trade receivables (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Trade receivables | ||||
Trade receivables | R$ 711439 | R$ 505190 | ||
Related Parties | 7,177 | 46,824 | ||
Impairment losses on trade receivables | (69,481) | (46,500) | R$ 32055 | R$ 22524 |
Total | R$ 649135 | R$ 505514 |
Trade receivables (Details 2)
Trade receivables (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Maturities of trade receivables | ||||
Total past due | R$ 148434 | R$ 87957 | ||
Related parties | 7,177 | 46,824 | ||
Impairment losses on trade receivables | (69,481) | (46,500) | R$ 32055 | R$ 22524 |
Total | 649,135 | 505,514 | ||
Not yet due | ||||
Maturities of trade receivables | ||||
Total past due | 563,005 | 417,233 | ||
Up to 30 days | ||||
Maturities of trade receivables | ||||
Total past due | 19,435 | 9,657 | ||
From 31 to 60 days | ||||
Maturities of trade receivables | ||||
Total past due | 22,637 | 10,331 | ||
From 61 to 90 days | ||||
Maturities of trade receivables | ||||
Total past due | 12,193 | 7,366 | ||
From 91 to 180 days | ||||
Maturities of trade receivables | ||||
Total past due | 42,169 | 21,154 | ||
From 181 to 360 days | ||||
Maturities of trade receivables | ||||
Total past due | 31,357 | 23,852 | ||
Over 360 days | ||||
Maturities of trade receivables | ||||
Total past due | R$ 20643 | R$ 15597 |
Trade receivables (Details 3)
Trade receivables (Details 3) | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade receivables | |||
Percentage of impairment losses on trade receivables recorded for the customers who went judicial recovery | [1] | 100% | 100% |
[1] On December 31, 2022 the Company’s Management recorded R$15 million in provision for expected credit loss relating to the entirely of Vasta’s receivable for products in inventory of a large retail company in judicial recovery. The Company did not identify customers in judicial recovery as of December 31, 2021. |
Trade receivables (Details 4)
Trade receivables (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Expected credit losses for aging | |||||
Lifetime ECL | R$ 54100 | R$ 46500 | |||
Customers in judicial recovery | [1] | R$ 15381 | R$ 0 | ||
Percentage of impairment losses on trade receivables recorded for the customers who went judicial recovery | [1] | 100% | 100% | ||
Impairment losses on trade receivables | R$ 69481 | R$ 46500 | R$ 32055 | R$ 22524 | |
Not yet due | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 1.52% | 0.30% | |||
Lifetime ECL | R$ 8970 | R$ 1263 | |||
Up to 30 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 9.53% | 12.67% | |||
Lifetime ECL | R$ 2072 | R$ 1219 | |||
From 31 to 60 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 14.09% | 17.01% | |||
Lifetime ECL | R$ 2728 | R$ 1769 | |||
From 61 to 90 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 19.87% | 23.75% | |||
Lifetime ECL | R$ 2335 | R$ 1764 | |||
From 91 to 180 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 29.66% | 35.71% | |||
Lifetime ECL | R$ 10096 | R$ 7608 | |||
From 181 to 360 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 48.35% | 72.90% | |||
Lifetime ECL | R$ 12465 | R$ 17399 | |||
Over 360 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 76.40% | 99.23% | |||
Lifetime ECL | R$ 15434 | R$ 15478 | |||
[1] On December 31, 2022 the Company’s Management recorded R$15 million in provision for expected credit loss relating to the entirely of Vasta’s receivable for products in inventory of a large retail company in judicial recovery. The Company did not identify customers in judicial recovery as of December 31, 2021. |
Trade receivables (Details 5)
Trade receivables (Details 5) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Trade receivables | ||||
Opening balance | R$ 46500 | R$ 32055 | R$ 22524 | |
Additions | 45,904 | 39,326 | 29,870 | |
Reversals | (288) | (2,854) | (4,855) | |
Write offs | [1] | (22,635) | (22,027) | (15,484) |
Closing balance | R$ 69481 | R$ 46500 | R$ 32055 | |
[1] The Company assessed its customers credit lines, on a regular basis. Due to historical losses and lack of prospects of credit recovery alongside these customers, the Company recognized R$ 22,635 as write-off as of December 31, 2022 (R$ 22,027 as of December 31, 2021). |
Inventories (Details)
Inventories (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories | |||
Finished products | [1] | R$ 160519 | R$ 160318 |
Work in process | 73,993 | 51,152 | |
Raw materials | 30,773 | 27,081 | |
Imports in progress | 347 | 1,681 | |
Right to returned goods | [2] | 818 | 2,131 |
Inventories | R$ 266450 | R$ 242363 | |
[1] These amounts are net of slow-moving items and net realizable value. Represents the Company’s right to recover products from customers when customers exercise their right of return under the Company’s returns policies, where the Company estimates the volume of goods returned based on experience and foreseen expectations. |
Inventories (Details 2)
Inventories (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Inventories | ||||
Opening balance | R$ 58723 | R$ 62210 | R$ 69080 | |
Additions | 46,138 | 24,178 | 8,783 | |
(Reversals) | (5,214) | (2,061) | (4,726) | |
Inventory losses | [1] | (15,598) | (25,604) | (10,927) |
Closing balance | R$ 84049 | R$ 58723 | R$ 62210 | |
[1] Refers substantially to physical books destroyed, previously provisioned, due to indication of damage or obsolescence caused by changes in the educational content during the school year. |
Equity accounted investees - Sc
Equity accounted investees - Schedule of composition of investments (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Disclosure of associates [line items] | ||||
Investment | R$ 21966 | R$ 703258 | ||
Goodwill | 16,923 | [1] | 387,074 | [2] |
December 31, 2022 | R$ 83139 | 0 | ||
Educbank | ||||
Disclosure of associates [line items] | ||||
Interest % | 45% | |||
Investment | R$ 41485 | |||
Fair value | 7,868 | |||
Goodwill | 33,786 | |||
December 31, 2022 | R$ 83139 | R$ 0 | ||
[1]Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the Company, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. At the time of the acquisition, future tax deductibility is probable as certain actions, necessary to integrate the businesses from a tax perspective, are intended by management and considered feasible from a legal perspective.[2]Goodwill is recognized based on expected synergies from combining the operations of the acquirees and of the acquiror, as well as an expected increase in the Company’s market-share due to the penetration of the Company’s products and services in regions where the Company did not operate before. Also, the current tax law allows the deductibility of the acquisition date goodwill and fair value of net assets acquired when a non-substantive action is taken after acquisition by the Company (i.e. when the Company merges or spins off the companies acquired) and therefore the tax and accounting bases of the net assets acquired are the same as of the acquisition date. |
Equity accounted investees - _2
Equity accounted investees - Schedule of investments without control and significant influence (Details 1) R$ in Thousands | 12 Months Ended |
Dec. 31, 2022 BRL (R$) | |
Disclosure of associates [line items] | |
Equity accounted investments at beginning of period | R$ 0 |
Equity accounted investments at end of period | 83,139 |
Educbank | |
Disclosure of associates [line items] | |
Equity accounted investments at beginning of period | 0 |
Acquisition | 87,651 |
Equity method | (4,512) |
Equity accounted investments at end of period | R$ 83139 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Property, Plant and Equipment | |||||
Property, plant and equipment | R$ 197688 | R$ 185682 | R$ 192006 | ||
IT equipment [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | R$ 36968 | 16,615 | 1,479 | ||
IT equipment [member] | Minimum [member] | |||||
Property, Plant and Equipment | |||||
Weighted average depreciation rate | 10% | ||||
IT equipment [member] | Maximum [member] | |||||
Property, Plant and Equipment | |||||
Weighted average depreciation rate | 33% | ||||
Furniture, equipment and fittings [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | R$ 24102 | 8,390 | 9,908 | ||
Furniture, equipment and fittings [member] | Minimum [member] | |||||
Property, Plant and Equipment | |||||
Weighted average depreciation rate | 10% | ||||
Furniture, equipment and fittings [member] | Maximum [member] | |||||
Property, Plant and Equipment | |||||
Weighted average depreciation rate | 33% | ||||
Property, buildings and improvements [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | R$ 12646 | 17,872 | 19,978 | ||
Property, buildings and improvements [member] | Minimum [member] | |||||
Property, Plant and Equipment | |||||
Weighted average depreciation rate | 5% | ||||
Property, buildings and improvements [member] | Maximum [member] | |||||
Property, Plant and Equipment | |||||
Weighted average depreciation rate | 20% | ||||
In progress [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | R$ 4494 | 677 | 315 | ||
Right of use assets [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | R$ 119086 | [1] | 141,737 | [1] | 159,873 |
Right of use assets [member] | Minimum [member] | |||||
Property, Plant and Equipment | |||||
Weighted average depreciation rate | 6% | ||||
Right of use assets [member] | Maximum [member] | |||||
Property, Plant and Equipment | |||||
Weighted average depreciation rate | 33% | ||||
Land [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | R$ 391 | 391 | R$ 453 | ||
Gross carrying amount [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | 456,128 | 389,567 | |||
Gross carrying amount [member] | IT equipment [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | 80,262 | 44,181 | |||
Gross carrying amount [member] | Furniture, equipment and fittings [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | 60,920 | 38,116 | |||
Gross carrying amount [member] | Property, buildings and improvements [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | 53,027 | 54,508 | |||
Gross carrying amount [member] | In progress [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | 4,494 | 677 | |||
Gross carrying amount [member] | Right of use assets [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | 257,034 | 251,694 | |||
Gross carrying amount [member] | Land [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | 391 | 391 | |||
Accumulated depreciation and amortisation [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | (258,441) | (203,885) | |||
Accumulated depreciation and amortisation [member] | IT equipment [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | (43,294) | (27,565) | |||
Accumulated depreciation and amortisation [member] | Furniture, equipment and fittings [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | (36,818) | (29,726) | |||
Accumulated depreciation and amortisation [member] | Property, buildings and improvements [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | (40,381) | (36,636) | |||
Accumulated depreciation and amortisation [member] | In progress [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | 0 | 0 | |||
Accumulated depreciation and amortisation [member] | Right of use assets [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | (137,948) | (109,957) | |||
Accumulated depreciation and amortisation [member] | Land [member] | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment | R$ 0 | R$ 0 | |||
[1]Refers to recognition of new lease agreements of R$ 12,002 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 17 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of changes in property, plant and equipment (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Property, Plant and Equipment | ||||||
Beginning balance | R$ 185682 | R$ 192006 | ||||
Additions | 73,145 | 45,975 | [1] | |||
Additions through business combinations | 72 | 2,011 | ||||
Renegotiation | [2] | (12,439) | ||||
Disposals / Cancelled contracts | (3,820) | (3,410) | ||||
Depreciation | (57,391) | (38,461) | ||||
Transfers | 0 | 0 | ||||
Ending balance | 197,688 | 185,682 | R$ 192006 | |||
Recognition of new lease agreements | 12,002 | 25,513 | 35,925 | |||
IT equipment [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 16,615 | 1,479 | ||||
Additions | 35,086 | 16,105 | [1] | |||
Additions through business combinations | 54 | 1,041 | ||||
Renegotiation | [2] | 0 | ||||
Disposals / Cancelled contracts | 0 | 0 | ||||
Depreciation | (15,727) | (2,010) | ||||
Transfers | 941 | 0 | ||||
Ending balance | 36,968 | 16,615 | 1,479 | |||
Furniture, equipment and fittings [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 8,390 | 9,908 | ||||
Additions | 21,571 | 1,028 | [1] | |||
Additions through business combinations | 12 | 835 | ||||
Renegotiation | [2] | 0 | ||||
Disposals / Cancelled contracts | (6) | (124) | ||||
Depreciation | (5,379) | (3,319) | ||||
Transfers | (486) | 62 | ||||
Ending balance | 24,102 | 8,390 | 9,908 | |||
Property, buildings and improvements [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 17,872 | 19,978 | ||||
Additions | 657 | 597 | [1] | |||
Additions through business combinations | 0 | 135 | ||||
Renegotiation | [2] | 0 | ||||
Disposals / Cancelled contracts | 0 | 0 | ||||
Depreciation | (5,428) | (5,208) | ||||
Transfers | (455) | 2,370 | ||||
Ending balance | 12,646 | 17,872 | 19,978 | |||
In progress [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 677 | 315 | ||||
Additions | 3,829 | 2,732 | [1] | |||
Additions through business combinations | 6 | 0 | ||||
Renegotiation | [2] | 0 | ||||
Disposals / Cancelled contracts | (18) | 0 | ||||
Depreciation | 0 | 0 | ||||
Transfers | 0 | (2,370) | ||||
Ending balance | 4,494 | 677 | 315 | |||
Right of use assets [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 141,737 | [3] | 159,873 | |||
Additions | 12,002 | [3] | 25,513 | [1] | ||
Additions through business combinations | 0 | [3] | 0 | |||
Renegotiation | [2] | (12,439) | ||||
Disposals / Cancelled contracts | (3,796) | [3] | (3,286) | |||
Depreciation | (30,857) | [3] | (27,924) | |||
Transfers | 0 | [3] | 0 | |||
Ending balance | 119,086 | [3] | 141,737 | [3] | 159,873 | |
Recognition of new lease agreements | 12,002 | 25,513 | ||||
Land [member] | ||||||
Property, Plant and Equipment | ||||||
Beginning balance | 391 | 453 | ||||
Additions | 0 | 0 | [1] | |||
Additions through business combinations | 0 | 0 | ||||
Renegotiation | [2] | 0 | ||||
Disposals / Cancelled contracts | 0 | 0 | ||||
Depreciation | 0 | 0 | ||||
Transfers | 0 | (62) | ||||
Ending balance | R$ 391 | R$ 391 | R$ 453 | |||
[1] Refers substantially to recognition of new lease agreements of R$ 25,513 which the Company considers as part of its digital learning solutions through computer tablets that have been part of current learning system solutions. See the corresponding lease liabilities in Note 17 The Company returned part of the São José dos Campos warehouse to the lessor in September 2021, maintaining the lease agreement and term, changing only in the subsequent lease installments leading to the reversal adjustments of the right-of-use asset and corresponding lease liabilities. 17 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | R$ 5427676 | R$ 5538367 | [1] | R$ 4924726 | |
Software [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 20% | ||||
Intangible assets and goodwill | R$ 80722 | 96,045 | [1] | 83,414 | |
Customer Portfolio [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 8% | ||||
Intangible assets and goodwill | R$ 823183 | 922,105 | [1] | 928,858 | |
Trademarks [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 5% | ||||
Intangible assets and goodwill | R$ 518615 | 546,358 | [1] | 573,586 | |
Trade Agreement | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 8% | ||||
Intangible assets and goodwill | R$ 218827 | 243,495 | [1] | 0 | |
Platform content production [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 33% | ||||
Intangible assets and goodwill | R$ 48370 | 24,294 | [1] | 23,821 | [2] |
Other Intangible assets [member] | |||||
Intangible Assets and Goodwill | |||||
Weighted average amortization rate | 33% | ||||
Intangible assets and goodwill | R$ 7280 | 7,281 | [1] | 6,243 | |
In progress [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 18,958 | 3,991 | [1] | 999 | |
Goodwill [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 3,711,721 | 3,694,798 | [1] | R$ 3307805 | [3] |
Cost [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 6,237,063 | 6,136,432 | |||
Cost [member] | Software [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 263,433 | 247,326 | |||
Cost [member] | Customer Portfolio [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 1,201,074 | 1,197,381 | |||
Cost [member] | Trademarks [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 631,582 | 632,016 | |||
Cost [member] | Trade Agreement | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 247,622 | 247,622 | |||
Cost [member] | Platform content production [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 123,251 | 73,877 | |||
Cost [member] | Other Intangible assets [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 39,422 | 39,421 | |||
Cost [member] | In progress [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 18,958 | 3,991 | |||
Cost [member] | Goodwill [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 3,711,721 | 3,694,798 | |||
Accumulated amortization [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (809,387) | (598,065) | |||
Accumulated amortization [member] | Software [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (182,711) | (151,281) | |||
Accumulated amortization [member] | Customer Portfolio [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (377,891) | (275,276) | |||
Accumulated amortization [member] | Trademarks [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (112,967) | (85,658) | |||
Accumulated amortization [member] | Trade Agreement | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (28,795) | (4,127) | |||
Accumulated amortization [member] | Platform content production [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (74,881) | (49,583) | |||
Accumulated amortization [member] | Other Intangible assets [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | (32,142) | (32,140) | |||
Accumulated amortization [member] | In progress [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | 0 | 0 | |||
Accumulated amortization [member] | Goodwill [member] | |||||
Intangible Assets and Goodwill | |||||
Intangible assets and goodwill | R$ 0 | R$ 0 | |||
[1] Considers the review of goodwill and intangibles assets of the acquisition of EMME and Redação Nota Mil, acquired during the year 2021. Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include “Plurall Digital Transformation” in the amount of R$ 20,808 million, and project related to learning systems, in the amount of R$ 9,509 million. The Company recognized R$ 387,074 Nota 1000 5 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | ||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | R$ 5538367 | [1] | R$ 4924726 | ||
Additions | 90,587 | 55,916 | |||
Additions through business combinations | 23,981 | 730,419 | |||
Disposals | (13,937) | ||||
Amorization | (211,323) | (172,695) | |||
Transfers | 0 | ||||
Balance at end of the period | 5,427,676 | 5,538,367 | [1] | ||
Software [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 96,045 | [1] | 83,414 | ||
Additions | 12,881 | 25,560 | |||
Additions through business combinations | 3,225 | 11,036 | |||
Disposals | 0 | ||||
Amorization | (31,430) | (30,482) | |||
Transfers | 6,517 | ||||
Balance at end of the period | 80,722 | 96,045 | [1] | ||
Customer Portfolio [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 922,105 | [1] | 928,858 | ||
Additions | 0 | 0 | |||
Additions through business combinations | 3,833 | 83,589 | |||
Disposals | (140) | ||||
Amorization | (102,615) | (90,342) | |||
Transfers | 0 | ||||
Balance at end of the period | 823,183 | 922,105 | [1] | ||
Trademarks [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 546,358 | [1] | 573,586 | ||
Additions | 0 | 0 | |||
Additions through business combinations | 0 | 0 | |||
Disposals | (434) | ||||
Amorization | (27,309) | (27,309) | |||
Transfers | 0 | ||||
Balance at end of the period | 518,615 | 546,358 | [1] | ||
Trade Agreement | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 243,495 | [1] | 0 | ||
Additions | 0 | 0 | |||
Additions through business combinations | 0 | 247,622 | |||
Disposals | 0 | ||||
Amorization | (24,668) | (4,127) | |||
Transfers | 0 | ||||
Balance at end of the period | 218,827 | 243,495 | [1] | ||
Platform content production [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 24,294 | [1] | 23,821 | [2] | |
Additions | 62,722 | 20,808 | [2] | ||
Additions through business combinations | 0 | 0 | [2] | ||
Disposals | (13,348) | ||||
Amorization | (25,298) | (20,335) | [2] | ||
Transfers | [2] | 0 | |||
Balance at end of the period | 48,370 | 24,294 | [1] | ||
Other Intangible assets [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 7,281 | [1] | 6,243 | ||
Additions | 17 | 39 | |||
Additions through business combinations | 0 | 1,099 | |||
Disposals | (15) | ||||
Amorization | (3) | (100) | |||
Transfers | 0 | ||||
Balance at end of the period | 7,280 | 7,281 | [1] | ||
In progress [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 3,991 | [1] | 999 | ||
Additions | 14,967 | 9,509 | |||
Additions through business combinations | 0 | 0 | |||
Disposals | 0 | ||||
Amorization | 0 | 0 | |||
Transfers | (6,517) | ||||
Balance at end of the period | 18,958 | 3,991 | [1] | ||
Goodwill [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 3,694,798 | [1] | 3,307,805 | [3] | |
Additions | 0 | 0 | [3] | ||
Additions through business combinations | 16,923 | 387,074 | [3] | ||
Disposals | 0 | ||||
Amorization | 0 | 0 | [3] | ||
Transfers | [3] | 0 | |||
Balance at end of the period | 3,711,721 | 3,694,798 | [1] | ||
Previously stated [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 5,538,367 | ||||
Balance at end of the period | 5,538,367 | ||||
Previously stated [member] | Software [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 96,045 | ||||
Balance at end of the period | 96,045 | ||||
Previously stated [member] | Customer Portfolio [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 922,105 | ||||
Balance at end of the period | 922,105 | ||||
Previously stated [member] | Trademarks [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 546,277 | ||||
Balance at end of the period | 546,277 | ||||
Previously stated [member] | Trade Agreement | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 243,495 | ||||
Balance at end of the period | 243,495 | ||||
Previously stated [member] | Platform content production [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | [2] | 24,294 | |||
Balance at end of the period | [2] | 24,294 | |||
Previously stated [member] | Other Intangible assets [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 7,281 | ||||
Balance at end of the period | 7,281 | ||||
Previously stated [member] | In progress [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | 3,991 | ||||
Balance at end of the period | 3,991 | ||||
Previously stated [member] | Goodwill [member] | |||||
Intangible Assets and Goodwill | |||||
Balance at beginning of the period | [3] | R$ 3694879 | |||
Balance at end of the period | [3] | R$ 3694879 | |||
[1] Considers the review of goodwill and intangibles assets of the acquisition of EMME and Redação Nota Mil, acquired during the year 2021. Substantially refers to development of the projects related to Plurall Platform. The Company has invested in changes in its digital platform that include “Plurall Digital Transformation” in the amount of R$ 20,808 million, and project related to learning systems, in the amount of R$ 9,509 million. The Company recognized R$ 387,074 Nota 1000 5 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 3) - Cash-generating units [member] - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets and Goodwill | ||
Goodwill | R$ 3711721 | R$ 3694879 |
Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | 3,674,034 | 3,674,036 |
Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Goodwill | R$ 37687 | R$ 20843 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details 4) - Cash-generating units [member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Growth rate - % | 13.70% | 14.40% |
Discount rate - % | 12.10% | 10.81% |
Growth rate (%) in perpetuity | 4.70% | 5.80% |
Years projected | 8 years | 8 years |
Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Growth rate - % | 12.50% | 9.70% |
Discount rate - % | 12.10% | 10.81% |
Growth rate (%) in perpetuity | 4.70% | 5.80% |
Years projected | 8 years | 8 years |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details 5) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 BRL (R$) Item | Dec. 31, 2021 BRL (R$) | |
Intangible Assets and Goodwill | ||
Number of CGUs | Item | 2 | |
Goodwill recognized through business combinations | R$ 387074 | |
Forecast period of cash flow projections | 8 years | |
Impairment of intangible assets | R$ 0 | R$ 0 |
Plurall Digital Transformation [member] | ||
Intangible Assets and Goodwill | ||
Amount invested for development project | 20,808,000 | |
Learning Systems [member] | ||
Intangible Assets and Goodwill | ||
Amount invested for development project | R$ 9509000 |
Bonds and financing (Details)
Bonds and financing (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | R$ 831226 | R$ 793341 | |||||
Additions | 250,000 | [1] | 500,000 | [2] | |||
Payment of interest | (92,500) | [3] | (24,922) | [4] | R$ 49404 | ||
Payment of principal | (255,644) | [3] | (477,741) | [4] | |||
Interest accrued | 108,896 | 43,549 | |||||
Transaction cost of bonds | 1,018 | (3,000) | |||||
Transfers | 0 | 0 | |||||
Bonds and financing at end of period | 842,996 | 831,226 | 793,341 | ||||
Current liabilities | |||||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | 281,491 | 502,882 | |||||
Additions | 0 | [1] | 0 | [2] | |||
Payment of interest | (92,500) | [3] | (24,922) | [4] | |||
Payment of principal | (255,644) | [3] | (477,741) | [4] | |||
Interest accrued | 108,896 | 43,549 | |||||
Transaction cost of bonds | 1,018 | (993) | |||||
Transfers | 50,518 | 238,717 | |||||
Bonds and financing at end of period | 93,779 | 281,491 | 502,882 | ||||
Current Bonds with Related Parties [member] | |||||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | 264,673 | 502,743 | |||||
Additions | 0 | [1] | 0 | [2] | |||
Payment of interest | (33,921) | [3] | (24,873) | [4] | |||
Payment of principal | (254,885) | [3] | (477,564) | [4] | |||
Interest accrued | 36,573 | 25,859 | |||||
Transaction cost of bonds | 0 | 0 | |||||
Transfers | 50,885 | 238,509 | |||||
Bonds and financing at end of period | 63,325 | 264,673 | 502,743 | ||||
Current Bonds [Member] | |||||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | 16,581 | 0 | |||||
Additions | 0 | [1] | 0 | [2] | |||
Payment of interest | (58,425) | [3] | 0 | [4] | |||
Payment of principal | 0 | [3] | 0 | [4] | |||
Interest accrued | 72,298 | 17,574 | |||||
Transaction cost of bonds | 1,018 | (993) | |||||
Transfers | (1,018) | 0 | |||||
Bonds and financing at end of period | 30,454 | 16,581 | 0 | ||||
Current Financing [member] | |||||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | 237 | 139 | |||||
Additions | 0 | [1] | 0 | [2] | |||
Payment of interest | (154) | [3] | (49) | [4] | |||
Payment of principal | (759) | [3] | (177) | [4] | |||
Interest accrued | 25 | 116 | |||||
Transaction cost of bonds | 0 | 0 | |||||
Transfers | 651 | 208 | |||||
Bonds and financing at end of period | 0 | 237 | 139 | ||||
Non-current liabilities | |||||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | 549,735 | 290,459 | |||||
Additions | 250,000 | [1] | 500,000 | [2] | |||
Payment of interest | 0 | [3] | 0 | [4] | |||
Payment of principal | 0 | [3] | 0 | [4] | |||
Interest accrued | 0 | 0 | |||||
Transaction cost of bonds | 0 | (2,007) | |||||
Transfers | (50,518) | (238,717) | |||||
Bonds and financing at end of period | 749,217 | 549,735 | 290,459 | ||||
Non-current Bonds with Related Parties [member] | |||||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | [4] | 51,091 | 289,600 | ||||
Additions | 250,000 | [1] | 0 | [4] | |||
Payment of interest | 0 | [3] | 0 | [4] | |||
Payment of principal | 0 | [3] | 0 | [4] | |||
Interest accrued | 0 | 0 | [4] | ||||
Transaction cost of bonds | 0 | 0 | |||||
Transfers | (50,885) | (238,509) | [4] | ||||
Bonds and financing at end of period | 250,206 | 51,091 | [4] | 289,600 | [4] | ||
Non-current Bonds [Member] | |||||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | 497,993 | 0 | |||||
Additions | 0 | [1] | 500,000 | [2] | |||
Payment of interest | 0 | [3] | 0 | [4] | |||
Payment of principal | 0 | [3] | 0 | [4] | |||
Interest accrued | 0 | 0 | |||||
Transaction cost of bonds | 0 | (2,007) | |||||
Transfers | 1,018 | 0 | |||||
Bonds and financing at end of period | 499,011 | 497,993 | 0 | ||||
Non-current Financing [member] | |||||||
Bonds and financing | |||||||
Bonds and financing at beginning of period | 651 | 859 | |||||
Additions | 0 | [1] | 0 | [2] | |||
Payment of interest | 0 | [3] | 0 | [4] | |||
Payment of principal | 0 | [3] | 0 | [4] | |||
Interest accrued | 0 | 0 | |||||
Transaction cost of bonds | 0 | 0 | |||||
Transfers | (651) | (208) | |||||
Bonds and financing at end of period | R$ 0 | R$ 651 | R$ 859 | ||||
[1] On September 28, 2022, the Company issued simple debentures not convertible into shares, subject to remunerative interest of 100% of the CDI , plus a spread of 2.40 % per year, in the total amount of R$ 250,000 . The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, whose average term has become 37 months . On August 6, 2021, the subsidiary de S.A. issued R$ 500 million in simple debentures not convertible into shares, subject to compensatory interest of 100% of DI Interest Deposit rate (CDI) , plus spread of 2.30 % per year. The debentures are aimed at reinforcing the Company’s capital structure and elongating the debt maturity profile, which average maturity now stands at 35 months . We present below the composition of interest and principal payments considering the issues made: |
Bonds and financing - Schedule
Bonds and financing - Schedule of composition of interest and principal payments of bonds and financing (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | [2] | Dec. 31, 2020 | ||
Bonds and financing | |||||
Payment of interest | R$ 92500 | [1] | R$ 24922 | R$ 49404 | |
Payment of principal | (255,644) | [1] | (477,741) | ||
Current Bonds with Related Parties [member] | |||||
Bonds and financing | |||||
Payment of interest | (33,921) | [1] | (24,873) | ||
Payment of principal | (254,885) | [1] | (477,564) | ||
Current Bonds | |||||
Bonds and financing | |||||
Payment of interest | (58,425) | [1] | 0 | ||
Payment of principal | R$ 0 | [1] | 0 | ||
Current Bonds | SSED21 – 6th. SOMOS – 2nd. Série | |||||
Bonds and financing | |||||
Payments | 02/15/2022 and 08/11/2022 | ||||
Payment of interest | R$ 10792 | ||||
Payment of principal | R$ 50885 | ||||
Current Bonds | SEDU21 – 7th. SOMOS 2nd. Série | |||||
Bonds and financing | |||||
Payments | 02/15/2022 and 08/11/2022 | ||||
Payment of interest | R$ 23129 | ||||
Payment of principal | R$ 204000 | ||||
Current Bonds | GAGL11 - Somos Sistemas | |||||
Bonds and financing | |||||
Payments | 02/07/2022 and 08/05/2022 | ||||
Payment of interest | R$ 58425 | ||||
Payment of principal | R$ 0 | ||||
Current Financing [member] | |||||
Bonds and financing | |||||
Payments | 06/22/2022 | ||||
Payment of interest | R$ 154 | [1] | (49) | ||
Payment of principal | R$ 759 | [1] | R$ 177 | ||
[1] We present below the composition of interest and principal payments considering the issues made: |
Bonds and financing - Parenthet
Bonds and financing - Parentheticals (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |||||||
Sep. 28, 2022 | Aug. 06, 2021 | May 31, 2021 | Mar. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Bonds and financing | ||||||||
Borrowings, interest rate basis | CDI | |||||||
Payment of borrowings principal | R$ 255644 | [1] | R$ 477741 | [2] | ||||
Somos Sistemas De Ensino S.A. [Member] | ||||||||
Bonds and financing | ||||||||
Issued simple debentures, not convertible | R$ 250000 | |||||||
Non-current Bonds with related parties [member] | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | 0 | [1] | 0 | [2] | ||||
Non-current Bonds with related parties [member] | Somos Sistemas De Ensino S.A. [Member] | ||||||||
Bonds and financing | ||||||||
Borrowings, interest rate basis | 100% of the CDI | |||||||
Borrowings, adjustment to interest rate basis | 2.40% | |||||||
Issued simple debentures, not convertible | R$ 250000 | |||||||
Borrowings average maturity | 37 months | |||||||
Current Bonds with related parties [member] | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | 254,885 | [1] | 477,564 | [2] | ||||
Current Bonds with related parties [member] | Bonds, 5th Issuance, 1st series [member] | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | R$ 100000 | |||||||
Payment of borrowings interest | 1,488 | |||||||
Payment of borrowings principal and interest | 101,488 | |||||||
Current Bonds with related parties [member] | Bonds, 5th Issuance, 2nd series [member] | ||||||||
Bonds and financing | ||||||||
Payment of borrowings interest | R$ 2029 | 1,451 | ||||||
Current Bonds with related parties [member] | Bonds, 6th Issuance, 2nd series [member] | ||||||||
Bonds and financing | ||||||||
Payment of borrowings interest | 4,758 | 3,613 | ||||||
Current Bonds with related parties [member] | Bonds, 7th Issuance, single series [member] | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | 189,564 | R$ 188000 | ||||||
Payment of borrowings interest | R$ 5871 | R$ 5663 | ||||||
Current Financing [member] | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | 759 | [1] | 177 | [2] | ||||
Current Financing [member] | Banco de Desenvolvimento de Minas Gerais SA [member] | ||||||||
Bonds and financing | ||||||||
Periodic payment of borrowings by monthly, principal | 15 | |||||||
Periodic payment of borrowings by monthly, interest | 4 | |||||||
Payment of borrowings principal | 177 | |||||||
Payment of borrowings interest | 49 | |||||||
Non-current Bonds [Member] | ||||||||
Bonds and financing | ||||||||
Payment of borrowings principal | R$ 0 | [1] | R$ 0 | [2] | ||||
Non-current Bonds [Member] | Somos Sistemas De Ensino S.A. [Member] | ||||||||
Bonds and financing | ||||||||
Borrowings, interest rate basis | 100% of DI Interest Deposit rate (CDI) | |||||||
Borrowings, adjustment to interest rate basis | 2.30% | |||||||
Issued simple debentures, not convertible | R$ 500000 | |||||||
Borrowings average maturity | 35 months | |||||||
[1] We present below the composition of interest and principal payments considering the issues made: |
Bonds and financing - Schedul_2
Bonds and financing - Schedule of bonds' description (Details 3) R$ in Thousands | 12 Months Ended |
Dec. 31, 2022 BRL (R$) | |
Bonds and financing | |
Financials charges | CDI |
Bonds with Related Parties [member] | Bonds, 5th Issuance, 2nd series [member] | |
Bonds and financing | |
Date of issuance | 08/15/2018 |
Maturity Date | 08/15/2023 |
First payment after | 60 months |
Remuneration payment | Semi-annual interest |
Financials charges | CDI + 1.00% p.a. |
Principal amount | R$ 100 |
Bonds with Related Parties [member] | Bonds, 9th Issuance, 2nd series [member] | |
Bonds and financing | |
Date of issuance | 09/28/2022 |
Maturity Date | 09/28/2025 |
First payment after | 36 months |
Remuneration payment | Semi-annual interest |
Financials charges | CDI + 2.40% p.a. |
Principal amount | R$ 250 |
Bond [Member] | Bonds 1st Issuance Single Series [Member] | |
Bonds and financing | |
Date of issuance | 08/06/2021 |
Maturity Date | 08/05/2024 |
First payment after | 35 months |
Remuneration payment | Semi-annual interest |
Financials charges | CDI + 2.30% p.a. |
Principal amount | R$ 500 |
Bonds and financing - Schedul_3
Bonds and financing - Schedule of bonds and financing maturities (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Bonds and financing | |||
Current bonds and financing | R$ 93779 | R$ 281491 | |
Total non-current liabilities | 749,217 | 549,735 | |
Total bonds and financing | R$ 842996 | R$ 831226 | R$ 793341 |
Percentage of non-current bonds and financing | 88.90% | 66.10% | |
Percentage of bonds and financing | 100% | 100% | |
2023 [member] | |||
Bonds and financing | |||
Current bonds and financing | R$ 93779 | R$ 281491 | |
Total bonds and financing | R$ 93779 | ||
Percentage of current bonds and financing | 11.10% | 33.90% | |
2024 [member] | |||
Bonds and financing | |||
Total non-current liabilities | R$ 499217 | R$ 51063 | |
Total bonds and financing | R$ 499217 | ||
Percentage of non-current bonds and financing | 59.20% | 6.10% | |
2025 [member] | |||
Bonds and financing | |||
Total non-current liabilities | R$ 250000 | R$ 498672 | |
Percentage of non-current bonds and financing | 29.70% | 60% |
Bonds and financing (Details 5
Bonds and financing (Details 5 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Nov. 19, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Bonds and financing | |||||
Contribution of bonds | R$ 250000 | [1] | R$ 500000 | [2] | |
Bonds with Related Parties [member] | |||||
Bonds and financing | |||||
Contribution of bonds | R$ 1535800 | ||||
Percentage of proceeds from bonds issued to be use for repay upon any liquidity event | 50% | ||||
Bonds with third parties [member] | |||||
Bonds and financing | |||||
Percentage of net debt adjusted EBITDA ratio | 2.74% | 4.47% | |||
Number of consecutive periods | 2 | ||||
Number of alternate periods | 3 | ||||
Bonds with third parties [member] | 2021 [member] | |||||
Bonds and financing | |||||
Percentage of net debt adjusted EBITDA ratio | 4.25% | ||||
Bonds with third parties [member] | 2022 [member] | |||||
Bonds and financing | |||||
Percentage of net debt adjusted EBITDA ratio | 4% | ||||
Bonds with third parties [member] | 2023 [member] | |||||
Bonds and financing | |||||
Percentage of net debt adjusted EBITDA ratio | 3.75% | ||||
Bonds with third parties [member] | 2024 [member] | |||||
Bonds and financing | |||||
Percentage of net debt adjusted EBITDA ratio | 3.50% | ||||
[1] On September 28, 2022, the Company issued simple debentures not convertible into shares, subject to remunerative interest of 100% of the CDI , plus a spread of 2.40 % per year, in the total amount of R$ 250,000 . The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, whose average term has become 37 months . On August 6, 2021, the subsidiary de S.A. issued R$ 500 million in simple debentures not convertible into shares, subject to compensatory interest of 100% of DI Interest Deposit rate (CDI) , plus spread of 2.30 % per year. The debentures are aimed at reinforcing the Company’s capital structure and elongating the debt maturity profile, which average maturity now stands at 35 months . |
Suppliers (Details)
Suppliers (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Suppliers | |||
Local suppliers | R$ 215593 | R$ 132124 | |
Related parties | 13,781 | 19,534 | |
Copyright | 21,273 | 15,510 | |
Suppliers | 250,647 | 167,168 | |
Reverse factoring | [1] | R$ 155469 | R$ 97619 |
[1] As of December 31, 2022, the balance of reverse factoring was R$ 155,469 (R$ 97,619 as of December 31, 2021), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.27% per month (as of December 31, 2021, the weighted average was 1.05% per month) and a maximum payment term of 360 days. The balance is initially recognized net of the present value adjustment, which is subsequently recognized as a financial expense. |
Suppliers (Details 1 - Textuals
Suppliers (Details 1 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Suppliers | |||
Reverse factoring | [1] | R$ 155469 | R$ 97619 |
Weighted average discount rates per month of assignment operations carried out by suppliers with financial institutions for reverse factoring transaction | 1.27% | 1.05% | |
Maximum maturity period of reverse factoring | 360 days | ||
[1] As of December 31, 2022, the balance of reverse factoring was R$ 155,469 (R$ 97,619 as of December 31, 2021), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.27% per month (as of December 31, 2021, the weighted average was 1.05% per month) and a maximum payment term of 360 days. The balance is initially recognized net of the present value adjustment, which is subsequently recognized as a financial expense. |
Lease liabilities (Details)
Lease liabilities (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Lease liabilities. | ||||
Average term of lease agreements (in years) | 7 years | |||
Weighted average rate (%) | 14.32% | |||
Reconciliation of changes in lease liabilities | ||||
Opening balance | R$ 160542 | R$ 173103 | ||
Additions for new lease agreements | [1] | 12,002 | 25,513 | |
Renegotiation | 0 | (12,439) | ||
Cancelled contracts | (3,180) | (3,481) | R$ 3429 | |
Renegotiation - COVID-19 impact | 0 | (448) | ||
Interest | 13,143 | 14,984 | ||
Payment of interest | (14,941) | (14,692) | (14,675) | |
Payment of principal | (27,003) | (21,998) | (12,835) | |
Closing balance | 140,563 | 160,542 | 173,103 | |
Current liabilities | 23,151 | 26,636 | ||
Non-current liabilities | 117,412 | 133,906 | ||
Total | R$ 140563 | 160,542 | R$ 173103 | |
Term of new sublease agreements (in months) | 36 months | |||
Minimum weighted average rate (%) | 10.30% | |||
Maximum weighted average rate (%) | 10.90% | |||
Short-term lease period (in months) | 12 months | |||
Fixed and variable lease payments, including those related to short-term contracts and to low-value assets | ||||
Fixed Payments | R$ 41944 | 36,689 | ||
Payments related to short-term contracts and low value assets, variable price contracts | 18,312 | 17,775 | ||
Total | R$ 60256 | R$ 54464 | ||
[1]Refers to new lease agreements which the Company has embedded part of its digital learning solutions. These lease agreements (digital learning) refer to lease terms of 36 months, with rates negotiated in the range of 10.3% p.a to 10.9% p.a. |
Contractual obligations and d_3
Contractual obligations and deferred income (Details) - BRL (R$) R$ in Thousands | 1 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | R$ 57852 | R$ 46165 | ||
Current | 57,852 | 46,037 | ||
Non-current | 0 | 128 | ||
Contractual obligations and deferred income | 57,852 | 46,165 | ||
Refund liability | ||||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | [1] | 51,533 | 37,122 | |
Contractual obligations and deferred income | [1] | 51,533 | 37,122 | |
Contract of exclusivity for processing payroll | ||||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | 587 | 783 | ||
Contractual obligations and deferred income | 587 | 783 | ||
Deferred income in leaseback agreement | ||||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | [2] | 4,075 | 5,678 | |
Contractual obligations and deferred income | [2] | 4,075 | 5,678 | |
Other contractual obligations | ||||
Contract obligations and deferred income | ||||
Contractual obligations and deferred income | 1,657 | 2,582 | ||
Contractual obligations and deferred income | R$ 1657 | R$ 2582 | ||
Somos - Anglo (Predecessor) | Deferred income in leaseback agreement | ||||
Contract obligations and deferred income | ||||
Proceeds from sale of property, plant and equipment | R$ 25500 | |||
Deferred income | R$ 9104 | |||
Lease term of the property | 120 months | |||
[1] Refers to the customer’s right to return products, as mentioned in Note 11 In March 2018, the predecessor Somos-Anglo entered into a sales and leaseback agreement of a property located at Avenida João Dias in the city of São Paulo in the amount of R$ 25,500. This transaction included deferred income of R$ 9,104, which has been appropriated according to the lease term of the property (120 months). |
Accounts payable for business_3
Accounts payable for business combination and acquisition of associates (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable for business combination and acquisition of associates | |||
Current | R$ 73007 | R$ 20502 | |
Non-current | 552,270 | 511,811 | |
Total | 625,277 | 532,313 | R$ 48055 |
Pluri | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 3,653 | 3,251 | |
Mind Makers | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 7,915 | 7,044 | |
Livro Fácil | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 10,516 | 14,055 | |
Meritt | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 300 | 3,347 | |
SEL | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 30,267 | 26,935 | |
Redação Nota 1000 | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 6,030 | 7,230 | |
EMME | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 10,827 | 12,780 | |
Editora De Gouges S.A ("De Gouges") | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 514,299 | 457,671 | |
Phidelis | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 16,976 | 0 | |
Educbank | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 24494 | R$ 0 |
Accounts payable for business_4
Accounts payable for business combination and acquisition of associates (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of changes in accounts payable for business combination and acquisition of associates | |||
Opening balance | R$ 532313 | R$ 48055 | |
Additions | 120,344 | 703,257 | |
Cash payment | (80,939) | (205,280) | |
Payments in installments | (11,379) | (19,168) | R$ 0 |
Interest payment | (603) | (1,571) | 0 |
Interest adjustment | 65,725 | 8,158 | |
Remeasurement | (184) | (1,138) | |
Closing balance | R$ 625277 | R$ 532313 | R$ 48055 |
Accounts payable for business_5
Accounts payable for business combination and acquisition of associates (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 625277 | R$ 532313 | R$ 48055 |
Total (%) | 100% | 100% | |
In up to one year [member] | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 73007 | R$ 20502 | |
Total (%) | 11.70% | 3.90% | |
One to two years [member] | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 389186 | R$ 35685 | |
Total (%) | 62.20% | 6.70% | |
Two to three years [member] | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 163084 | R$ 166730 | |
Total (%) | 26.10% | 31.30% | |
Three years on [member] | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 0 | R$ 309396 | |
Total (%) | 0% | 58.10% |
Salaries and Social Contribut_3
Salaries and Social Contribution (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Salaries and Social Contribution | |||
Salaries payable | R$ 28351 | R$ 22348 | |
Social contribution payable | [1] | 25,205 | 23,926 |
Provision for vacation pay and 13th salary | 21,454 | 10,616 | |
Provision for profit sharing | [2] | 25,047 | 5,923 |
Others | 0 | 16 | |
Total | R$ 100057 | R$ 62829 | |
[1] Refers to the effect of social contribution over restricted share units' compensation plans issued on July 31 and November 10, 2020. The Company records the taxes over the shares on a monthly basis . The provision for profit sharing is based on qualitative and quantitative metrics determined by Management. |
Related parties (Details)
Related parties (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |||
Related parties | |||||
Other receivables | R$ 1759 | [1] | R$ 501 | [2] | |
Trade receivables | 7,177 | 46,824 | |||
Indemnification asset | 180,417 | 160,470 | |||
Other payments | 54 | 39,271 | [3] | ||
Suppliers | 13,781 | 19,533 | |||
Bonds | 313,531 | 315,764 | |||
Acel Administracao de Cursos Educacionais Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 6,482 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 474 | ||||
Bonds | 0 | ||||
Anhanguera Educacional Participacoes S.A. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 413 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 0 | ||||
Bonds | 0 | ||||
Centro Educacional Leonardo Da Vinci SS | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 0 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 6 | ||||
Bonds | 0 | ||||
Cogna Educacao S.A. | |||||
Related parties | |||||
Other receivables | 0 | [1] | 0 | [2] | |
Trade receivables | 0 | 0 | |||
Indemnification asset | 180,417 | 160,470 | |||
Other payments | 0 | 3,021 | [3] | ||
Suppliers | 3,828 | 0 | |||
Bonds | 313,531 | 315,764 | |||
Colegio Ambiental Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 805 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 0 | ||||
Bonds | 0 | ||||
Colegio JAO Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 4,974 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 33 | ||||
Bonds | 0 | ||||
Colegio Manauara Lato Sensu Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 3,291 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 458 | ||||
Bonds | 0 | ||||
Colegio Manauara Cidade Nova Ltda. | |||||
Related parties | |||||
Trade receivables | 395 | ||||
Suppliers | 0 | ||||
Colegio Visao Eireli | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 132 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 13 | ||||
Bonds | 0 | ||||
Colégio Cidade Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 397 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 15 | ||||
Bonds | 0 | ||||
COLEGIO DO SALVADOR LTDA | |||||
Related parties | |||||
Trade receivables | 1 | ||||
Suppliers | 0 | ||||
Curso e Colegio Coqueiro Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 434 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 20 | ||||
Bonds | 0 | ||||
ECSA Escola A Chave do Saber Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 1,444 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 16 | ||||
Bonds | 0 | ||||
Editora Atica S.A. | |||||
Related parties | |||||
Other receivables | 0 | [1] | 0 | [2] | |
Trade receivables | 5,754 | 2,207 | |||
Indemnification asset | 0 | 0 | |||
Other payments | 0 | 20,040 | [3] | ||
Suppliers | 9,778 | 9,239 | |||
Bonds | 0 | 0 | |||
Editora E Distribuidora Educacional S.A. | |||||
Related parties | |||||
Other receivables | 1,722 | [1] | 0 | [2] | |
Trade receivables | 19 | 436 | |||
Indemnification asset | 0 | 0 | |||
Other payments | 0 | 15,754 | [3] | ||
Suppliers | 0 | 88 | |||
Bonds | 0 | 0 | |||
Editora Scipione S.A. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 445 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 211 | |||
Suppliers | 556 | ||||
Bonds | 0 | ||||
Educacao Inovacao e Tecnologia S.A. | |||||
Related parties | |||||
Other receivables | 0 | [1] | 0 | [2] | |
Trade receivables | 389 | 0 | |||
Indemnification asset | 0 | 0 | |||
Other payments | 0 | 128 | [3] | ||
Suppliers | 175 | 0 | |||
Bonds | 0 | 0 | |||
Nice Participações Ltda | |||||
Related parties | |||||
Other receivables | [1] | 0 | |||
Trade receivables | 37 | ||||
Indemnification asset | 0 | ||||
Other payments | 0 | ||||
Suppliers | 0 | ||||
Bonds | 0 | ||||
Escola Mater Christi Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 765 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 139 | ||||
Bonds | 0 | ||||
Escola Riacho Doce Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 0 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 24 | ||||
Bonds | 0 | ||||
Maxiprint Editora Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 1,205 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 117 | |||
Suppliers | 76 | ||||
Bonds | 0 | ||||
Nucleo Brasileiro de Estudos Avancados Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 420 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 45 | ||||
Bonds | 0 | ||||
Papelaria Brasiliana Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 644 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 0 | ||||
Bonds | 0 | ||||
Pitagoras Sistema De Educacão Superior Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 76 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 0 | ||||
Bonds | 0 | ||||
Saber Servicos Educacionais S.A. | |||||
Related parties | |||||
Other receivables | [2] | 14 | |||
Trade receivables | 7,269 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 578 | ||||
Bonds | 0 | ||||
Saraiva Educação S.A. | |||||
Related parties | |||||
Other receivables | 0 | [1] | 365 | [2] | |
Trade receivables | 749 | 1,179 | |||
Indemnification asset | 0 | 0 | |||
Other payments | 0 | 0 | [3] | ||
Suppliers | 0 | 5,136 | |||
Bonds | 0 | 0 | |||
SGE Comercio De Material Didatico Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 0 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 1,687 | ||||
Bonds | 0 | ||||
Sistema P H De Ensino Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 4,421 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 177 | ||||
Bonds | 0 | ||||
Sociedade Educacional Alphaville Ltda | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 1,257 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 1 | ||||
Bonds | 0 | ||||
Sociedade Educacional Doze De Outubro Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 734 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 47 | ||||
Bonds | 0 | ||||
Sociedade Educacional Parana Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 91 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 11 | ||||
Bonds | 0 | ||||
Somos Idiomas S.A. | |||||
Related parties | |||||
Other receivables | 0 | [1] | 122 | [2] | |
Trade receivables | 229 | 0 | |||
Indemnification asset | 0 | 0 | |||
Other payments | 0 | 0 | [3] | ||
Suppliers | 0 | 0 | |||
Bonds | 0 | 0 | |||
Somos Operacoes Escolares S.A. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 3,305 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 29 | ||||
Bonds | 0 | ||||
SSE Serviços Educacionais Ltda. | |||||
Related parties | |||||
Other receivables | [2] | 0 | |||
Trade receivables | 3,602 | ||||
Indemnification asset | 0 | ||||
Other payments | [3] | 0 | |||
Suppliers | 665 | ||||
Bonds | R$ 0 | ||||
Others | |||||
Related parties | |||||
Other receivables | [1] | 37 | |||
Trade receivables | 0 | ||||
Indemnification asset | 0 | ||||
Other payments | 54 | ||||
Suppliers | 0 | ||||
Bonds | R$ 0 | ||||
[1] Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Cogna Group. |
Related parties (Details 2)
Related parties (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Transactions held with Related parties | ||||
Revenues | R$ 31682 | R$ 28663 | R$ 33822 | |
Finance costs | 36,573 | [1] | 25,859 | 55,679 |
Cost Sharing | 35,232 | 37,514 | 48,133 | |
Sublease | 13,047 | 15,939 | 21,683 | |
Acel Administracao de Cursos Educacionais Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 2,790 | 1,230 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Centro Educacional Leonardo Da Vinci SS | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 41 | 1,319 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Cogna Educacao S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 0 | |
Finance costs | 36,573 | [1] | 25,859 | 48,432 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Colegio Ambiental Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 496 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Colégio Cidade Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 146 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Colegio JAO Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 1,582 | 387 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Colegio Manauara Lato Sensu Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 1,903 | 3,139 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Colegio Manauara Cidade Nova Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 275 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | ||
Sublease | 0 | 0 | ||
Colegio Motivo Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 35 | 1,308 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Colegio Visao Eireli | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 287 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Curso e Colegio Coqueiro Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 268 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
ECSA Escola A Chave do Saber Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 593 | 657 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Editora Atica S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 16,286 | 5,374 | 7,287 | |
Finance costs | 0 | [1] | 0 | 229 |
Cost Sharing | 5,757 | 6,130 | 11,989 | |
Sublease | 8,551 | 13,153 | 15,364 | |
Editora E Distribuidora Educacional S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 1,841 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 29,475 | 31,384 | 36,144 | |
Sublease | 0 | 0 | 1,489 | |
Editora Scipione S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 3,096 | 1,341 | 1,551 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Escola Mater Christi Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 311 | 246 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Escola Riacho Doce Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 77 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Maxiprint Editora Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 6,665 | 1,107 | 612 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Nucleo Brasileiro de Estudos Avancados Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 276 | 423 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Papelaria Brasiliana Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 249 | 1,287 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Saber Servicos Educacionais S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 41 | 900 | 1,254 | |
Finance costs | 0 | [1] | 0 | 6,740 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 729 | |
Saraiva Educação S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 4,090 | 2,405 | 3,364 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 1,905 | 2,528 | 3,739 | |
Sistema P H De Ensino Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 4,417 | 5,776 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Sociedade Educacional Alphaville Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 414 | 317 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Sociedade Educacional Doze De Outubro Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 360 | 295 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Sociedade Educacional NEODNA Cuiaba Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 224 | 367 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Sociedade Educacional Parana Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
SOE Operações Escolares SA. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 1,086 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Somos Idiomas S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 641 | 0 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 2,591 | 258 | 0 | |
Somos Operacoes Escolares S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 243 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
SSE Serviços Educacionais Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 863 | 1,463 | 795 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Sociedade Educacional NEODNA Cuiaba Ltda - EPP | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 367 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Somos Educacao S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 0 | |
Finance costs | 0 | [1] | 0 | 278 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Others | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | R$ 0 | R$ 0 | R$ 362 | |
[1]Refers to debentures interest; see Note 15 |
Related parties (Details 3)
Related parties (Details 3) R$ in Thousands | 12 Months Ended | ||||||
Dec. 06, 2019 BRL (R$) Number | Nov. 11, 2019 BRL (R$) | Nov. 06, 2019 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2020 BRL (R$) | ||
Transactions held with Related parties | |||||||
Other payments | R$ 54 | R$ 39271 | [1] | ||||
Indemnification asset | 180,417 | 160,470 | |||||
Cost Sharing | 35,232 | 37,514 | R$ 48133 | ||||
Editora E Distribuidora Educacional S.A. | |||||||
Transactions held with Related parties | |||||||
Other payments | 54 | 39,271 | |||||
Related parties | |||||||
Transactions held with Related parties | |||||||
Cost Sharing | R$ 35232 | R$ 37514 | |||||
Related parties | Trademark license | |||||||
Transactions held with Related parties | |||||||
Trademark | R$ 0 | ||||||
Agreement term | 20 years | ||||||
Number of license agreements | Number | 2 | ||||||
Related parties | Editora E Distribuidora Educacional S.A. | Copyright license | |||||||
Transactions held with Related parties | |||||||
Copyright license | R$ 0 | ||||||
Agreement term | 3 years | ||||||
Related parties | Editora E Distribuidora Educacional S.A. | Trademark license | |||||||
Transactions held with Related parties | |||||||
Trademark | R$ 0 | ||||||
Agreement term | 20 years | ||||||
[1]Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Cogna Group. |
Related parties (Details 4)
Related parties (Details 4) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Nov. 21, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Transactions held with Related parties | ||||
Income from lease and sublease agreements | R$ 13047 | R$ 15939 | R$ 21683 | |
Related parties | ||||
Transactions held with Related parties | ||||
Income from lease and sublease agreements | 13,047 | 15,939 | ||
Editora E Distribuidora Educacional S.A. | ||||
Transactions held with Related parties | ||||
Income from lease and sublease agreements | 0 | R$ 0 | R$ 1489 | |
Editora E Distribuidora Educacional S.A. | Somos Sistemas De Ensino S.A. [Member] | ||||
Transactions held with Related parties | ||||
Commercial sublease agreement, Monthly payments | R$ 430 | |||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | |||
Commercial sublease agreement, Rate | Inflation index | |||
Commercial sublease agreement, State of the property in use | São Paulo (São Paulo) | |||
Somos Sistemas De Ensino S.A. [Member] | Editora Scipione S.A. | ||||
Transactions held with Related parties | ||||
Commercial lease agreement, Monthly payments | R$ 44 | |||
Commercial lease agreement, Maturity | 60 months | |||
Commercial lease agreement, Rate | Inflation index | |||
Commercial lease agreement, State of the property in use | Pernambuco (Recife) | |||
Somos Sistemas De Ensino S.A. [Member] | Editora Atica S.A. | ||||
Transactions held with Related parties | ||||
Commercial lease agreement, Monthly payments | R$ 37 | |||
Commercial lease agreement, Maturity | 60 months | |||
Commercial lease agreement, Rate | Inflation index | |||
Commercial lease agreement, State of the property in use | Bahia (Salvador) | |||
Commercial sublease agreement, Monthly payments | R$ 827 | |||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | |||
Commercial sublease agreement, Rate | Inflation index | |||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | |||
Somos Sistemas De Ensino S.A. [Member] | Somos Idiomas S.A. | ||||
Transactions held with Related parties | ||||
Commercial sublease agreement, Monthly payments | R$ 53 | |||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | |||
Commercial sublease agreement, Rate | Inflation index | |||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | |||
Somos Sistemas De Ensino S.A. [Member] | Saraiva Educação S.A (“Saraiva”) | ||||
Transactions held with Related parties | ||||
Commercial sublease agreement, Monthly payments | R$ 207 | |||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | |||
Commercial sublease agreement, Rate | Inflation index | |||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | |||
Somos Sistemas De Ensino S.A. [Member] | Livraria Livro Fácil Ltda.("Livro Fácil") | ||||
Transactions held with Related parties | ||||
Commercial sublease agreement, Monthly payments | R$ 1160 | |||
Commercial sublease agreement, Maturity | Sep. 30, 2025 | |||
Commercial sublease agreement, Rate | Inflation index | |||
Commercial sublease agreement, State of the property in use | São Paulo (São José dos Campos) | |||
Mind Makers Editora Educacional (“Mind Makers”) | ||||
Transactions held with Related parties | ||||
Aggregate amount of Guarantees related to finance | R$ 1676 |
Related parties (Details 5)
Related parties (Details 5) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related parties | |||
Short-term employee benefits | R$ 10786 | R$ 4685 | R$ 6982 |
Share-based compensation plan | 9,640 | 8,305 | 33,594 |
Total key management personnel compensation expenses | R$ 20426 | R$ 12990 | R$ 40576 |
Provision for tax, civil and _3
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | R$ 648748 | R$ 645619 | ||
Liabilities assumed in Business Combination | 2,504 | 1,231 | ||
Total of provision for tax, civil and labor losses | 651,252 | 646,850 | R$ 613933 | |
Tax proceedings | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | [1] | 622,440 | 607,084 | |
Liabilities assumed in Business Combination | 749 | 0 | ||
Total of provision for tax, civil and labor losses | 623,189 | 607,084 | 575,724 | |
Labor proceedings | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | [2] | 25,812 | 38,159 | |
Liabilities assumed in Business Combination | [2] | 1,755 | 0 | |
Total of provision for tax, civil and labor losses | 27,567 | 38,159 | 37,896 | |
Civil proceedings | ||||
Disclosure of contingent liabilities [line items] | ||||
Proceedings whose likelihood of loss is probable | 496 | 376 | ||
Liabilities assumed in Business Combination | 0 | 1,231 | ||
Total of provision for tax, civil and labor losses | R$ 496 | R$ 1607 | R$ 313 | |
[1]Primarily refers to income tax positions taken by Somos and the Company in connection with a corporate restructuring held by the predecessor in 2010 2018 2018 |
Provision for tax, civil and _4
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in provision | ||
Beginning balance | R$ 646850 | R$ 613933 |
Business combination | 2,504 | 1,231 |
Additions | 6,648 | 3,594 |
Reversals | (45,450) | (5,580) |
Interest | 42,063 | 34,300 |
Payments | (1,363) | (628) |
Ending balance | 651,252 | 646,850 |
Reconciliation with profit or loss for the period | ||
Finance expense | (42,063) | (34,300) |
General and administrative expenses, Additions | (6,648) | (3,594) |
General and administrative expenses, Reversals | 21,747 | 5,580 |
Income tax and social contribution, Reversals | 23,703 | |
Addition (Total) | (6,648) | (3,594) |
Reversal (Total) | 45,450 | 5,580 |
Interest (Total) | (42,063) | (34,300) |
Tax proceedings | ||
Changes in provision | ||
Beginning balance | 607,084 | 575,724 |
Business combination | 749 | 0 |
Additions | 2,904 | 16 |
Reversals | (27,790) | (262) |
Interest | 41,261 | 31,623 |
Payments | (1,019) | (17) |
Ending balance | 623,189 | 607,084 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | (2,904) | (16) |
Reversal (Total) | 27,790 | 262 |
Interest (Total) | (41,261) | (31,623) |
Labor proceedings | ||
Changes in provision | ||
Beginning balance | 38,159 | 37,896 |
Business combination | 1,755 | 0 |
Additions | 3,376 | 3,468 |
Reversals | (16,045) | (5,294) |
Interest | 776 | 2,636 |
Payments | (454) | (547) |
Ending balance | 27,567 | 38,159 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | (3,376) | (3,468) |
Reversal (Total) | 16,045 | 5,294 |
Interest (Total) | (776) | (2,636) |
Civil proceedings | ||
Changes in provision | ||
Beginning balance | 1,607 | 313 |
Business combination | 0 | 1,231 |
Additions | 368 | 110 |
Reversals | (1,615) | (24) |
Interest | 26 | 41 |
Payments | 110 | (64) |
Ending balance | 496 | 1,607 |
Reconciliation with profit or loss for the period | ||
Addition (Total) | (368) | (110) |
Reversal (Total) | 1,615 | 24 |
Interest (Total) | R$ 26 | R$ 41 |
Provision for tax, civil and _5
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | [1] | R$ 180417 | R$ 160470 |
Total | 194,859 | 178,824 | |
Cogna Group | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | 1,801 | 1,998 | |
Tax proceedings | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | 2,126 | 2,300 | |
Escrow-account (ii) | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | [2] | R$ 10515 | R$ 14055 |
[1] Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 180,417 160,470 21 |
Provision for tax, civil and _6
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 4 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | [1] | R$ 180417 | R$ 160470 |
Interest rate basis | CDI | ||
Cogna Group | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | R$ 1801 | 1,998 | |
Cogna Group | Somos Sistemas [Member] | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | R$ 180417 | R$ 160470 | |
Interest rate basis | CDI (Certificates of Interbank Deposits). | ||
[1] Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ 180,417 160,470 21 |
Current and Deferred Income T_3
Current and Deferred Income Tax and Social Contribution (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | R$ 170851 | R$ 130405 | R$ 88546 | ||||
Effect on profit (loss) | 40,446 | 48,386 | |||||
Deferred tax on business combination | (6,527) | ||||||
Deferred Assets, net at end of period | R$ 170851 | 130,405 | 88,546 | ||||
Maximum limit for offsetting tax loss carry-forwards as percentage of taxable profit | 30% | ||||||
Estimated period for tax benefit is expected to be realized from 2026 | 6 years | ||||||
Income tax and social contribution losses carryforwards | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | R$ 422240 | [1] | 307,319 | [1] | 182,257 | ||
Effect on profit (loss) | 114,921 | [1] | 125,062 | ||||
Deferred tax on business combination | 0 | ||||||
Deferred Assets, net at end of period | 422,240 | [1] | 307,319 | [1] | 182,257 | ||
Impairment losses on trade receivables | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | 20,471 | 13,010 | 9,543 | ||||
Effect on profit (loss) | 7,461 | 3,467 | |||||
Deferred tax on business combination | 0 | ||||||
Deferred Assets, net at end of period | 20,471 | 13,010 | 9,543 | ||||
Provision for obsolete inventories | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | 3,346 | (1,262) | 3,263 | ||||
Effect on profit (loss) | 4,608 | (4,525) | |||||
Deferred tax on business combination | 0 | ||||||
Deferred Assets, net at end of period | 3,346 | (1,262) | 3,263 | ||||
Imputed interest on suppliers | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | (5,548) | (2,157) | (744) | ||||
Effect on profit (loss) | (3,391) | (1,413) | |||||
Deferred tax on business combination | 0 | ||||||
Deferred Assets, net at end of period | (5,548) | (2,157) | (744) | ||||
Provision for risks of tax, civil and labor losses | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | 20,445 | 20,025 | 19,138 | ||||
Effect on profit (loss) | 420 | 887 | |||||
Deferred tax on business combination | 0 | ||||||
Deferred Assets, net at end of period | 20,445 | 20,025 | 19,138 | ||||
Refund liabilities and right to returned goods | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | 15,818 | 9,470 | 10,903 | ||||
Effect on profit (loss) | 6,348 | (1,433) | |||||
Deferred tax on business combination | 0 | ||||||
Deferred Assets, net at end of period | 15,818 | 9,470 | 10,903 | ||||
Lease Liabilities | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | 7,936 | 6,660 | 4,764 | ||||
Effect on profit (loss) | 1,276 | 1,896 | |||||
Deferred tax on business combination | 0 | ||||||
Deferred Assets, net at end of period | 7,936 | 6,660 | 4,764 | ||||
Fair value adjustments on business combination and goodwill amortization | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | (358,454) | [2] | (248,628) | [2],[3] | (150,598) | [3] | |
Effect on profit (loss) | (109,826) | [2] | (90,588) | [3] | |||
Deferred tax on business combination | [3] | (7,442) | |||||
Deferred Assets, net at end of period | (358,454) | [2] | (248,628) | [2],[3] | (150,598) | [3] | |
Other temporary difference | |||||||
Changes in deferred income tax and social contribution assets and liabilities | |||||||
Deferred Assets, net at beginning of period | 44,596 | 25,968 | 10,020 | ||||
Effect on profit (loss) | 18,628 | 15,033 | |||||
Deferred tax on business combination | 915 | ||||||
Deferred Assets, net at end of period | R$ 44596 | R$ 25968 | R$ 10020 | ||||
[1]The Company’s income tax and social contribution loss carryforwards are primarily the result of tax amortization of goodwill and the amortization of certain intangibles recognized related to the business combination in 2018 2026 three Goodwill three |
Current and Deferred Income T_4
Current and Deferred Income Tax and Social Contribution (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current and Deferred Income Tax and Social Contribution | |||
Loss before income tax and social contribution | R$ 105687 | R$ 155843 | R$ 71053 |
Nominal statutory rate of income tax and social contribution | 34% | 34% | 34% |
IRPJ and CSLL calculated at the nominal rates | R$ 35934 | R$ 52987 | R$ 24158 |
Share of loss equity-accounted investees | (1,534) | 0 | 0 |
Permanent additions | (8,292) | (7,265) | 1,246 |
Additional IRPJ | 0 | 24 | 0 |
Difference in presumed profit rate of subsidiary | 3,617 | 0 | 0 |
Tax Contingencies IRPJ and CSLL | 23,703 | 0 | 0 |
Impairment write-off on tax loss carryforward | (2,314) | (8,657) | 0 |
Total IRPJ and CSLL | 51,114 | 37,089 | 25,404 |
Current IRPJ and CSLL in the result | 10,668 | (11,297) | 7,874 |
Deferred IRPJ and CSLL in the result | 40,446 | 48,386 | 17,530 |
Income tax and social contribution | R$ 51114 | R$ 37089 | R$ 25404 |
Effective tax rate of Income and social contribution tax benefit | 48% | 24% | 36% |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Share Capital | |
Number of shares issued at beginning of period | 83,393,851 |
Remuneration | |
ILP exercised | 184,117 |
Premium recognized | 71,919 |
Number of shares issued at end of period | 83,649,887 |
Class A common shares | |
Share Capital | |
Number of shares issued at beginning of period | 18,957,758 |
Remuneration | |
ILP exercised | 184,117 |
Premium recognized | 71,919 |
Number of shares issued at end of period | 19,213,794 |
Class B common shares | |
Share Capital | |
Number of shares issued at beginning of period | 64,436,093 |
Remuneration | |
ILP exercised | 0 |
Premium recognized | 0 |
Number of shares issued at end of period | 64,436,093 |
Shareholder's Equity (Details 1
Shareholder's Equity (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Capital | ||
Total number of shares issued | 83,649,887 | 83,393,851 |
Treasury shares | ||
Share Capital | ||
Total number of shares issued | 1,000,000 | |
Cogna Group | ||
Share Capital | ||
Total number of shares issued | 64,436,093 | |
Free Float | ||
Share Capital | ||
Total number of shares issued | 18,213,794 | |
Class A common shares | ||
Share Capital | ||
Total number of shares issued | 19,213,794 | 18,957,758 |
Total percentage of shares issued | 23% | |
Class A common shares | Treasury shares | ||
Share Capital | ||
Total number of shares issued | 1,000,000 | |
Class A common shares | Cogna Group | ||
Share Capital | ||
Total number of shares issued | 0 | |
Class A common shares | Free Float | ||
Share Capital | ||
Total number of shares issued | 18,213,794 | |
Class B common shares | ||
Share Capital | ||
Total number of shares issued | 64,436,093 | 64,436,093 |
Total percentage of shares issued | 77% | |
Class B common shares | Treasury shares | ||
Share Capital | ||
Total number of shares issued | 0 | |
Class B common shares | Cogna Group | ||
Share Capital | ||
Total number of shares issued | 64,436,093 | |
Class B common shares | Free Float | ||
Share Capital | ||
Total number of shares issued | 0 |
Shareholder's Equity (Details 2
Shareholder's Equity (Details 2) - BRL (R$) R$ / shares in Units, shares in Thousands, R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Earning per share | ||||
Loss Attributable to Shareholder´s | R$ 54573 | R$ 118754 | R$ 45649 | |
Weighted average number of ordinary shares outstanding | [1] | 83,651 | 82,254 | 83,012 |
Basic earning (loss) per share - R$ | R$ 0.65 | R$ 1.44 | R$ 0.55 | |
Diluted earning (loss) per share - R$ | R$ 0.65 | R$ 1.44 | R$ 0.55 | |
[1] The Company has not changed its number of voting rights since the IPO on July 31, 2020. |
Shareholder's Equity (Details 3
Shareholder's Equity (Details 3 - Textuals 1) - BRL (R$) R$ / shares in Units, R$ in Thousands | 12 Months Ended | ||||
Jul. 23, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 22, 2021 | |
Share Capital | |||||
Capital contribution | R$ 2426 | ||||
Number of shares issued and outstanding | 83,649,887 | 83,393,851 | 83,011,585 | ||
Maximum percentage of shares authorized for issuance | 3% | ||||
Share-based compensation reserve for vested [member] | |||||
Share Capital | |||||
Capital contribution | |||||
Treasury shares | |||||
Share Capital | |||||
Capital contribution | |||||
Class A common shares | |||||
Share Capital | |||||
Number of shares approved for issuance | 382,266 | ||||
Par value per share | R$ 0.00005 | ||||
Bonus IPO | 298,268 | ||||
Class A common shares | Share-based compensation reserve for vested [member] | |||||
Share Capital | |||||
Increase (decrease) through exercise of Bonus IPO, net of withholding taxes | R$ 29124 | ||||
Bonus IPO, lockup period | 1 year | ||||
Number of shares vested in connection with Bonus IPO | 0 | ||||
Payroll charges from Bonus IPO | R$ 21456 | ||||
Increase (decrease) through exercise of long-term compensation plan | R$ 259 | 58 | |||
Payroll charges from long-term compensation plan exercised | 167 | 70 | |||
Increase (decrease) through exercise of performance based restricted share units | 1,912 | 1,861 | |||
Payroll charges from performance based restricted share units exercised | R$ 1748 | R$ 1538 | |||
Class A common shares | Treasury shares | |||||
Share Capital | |||||
Number of shares issued and outstanding | 1,000,000 | ||||
Somos Sistemas [Member] | |||||
Share Capital | |||||
Proportion of ownership interest in subsidiary | 100% | 100% | |||
Cogna Group | |||||
Share Capital | |||||
Capital contribution | R$ 2426 | ||||
Cogna Group | Class B common shares | |||||
Share Capital | |||||
Number of shares issued and outstanding | 64,436,093 | 64,436,093 | 64,436,093 | ||
Others | Class A common shares | |||||
Share Capital | |||||
Number of shares issued and outstanding | 18,957,758 | 18,575,492 | |||
Third-party lawsuits [member] | Class A common shares | |||||
Share Capital | |||||
Number of shares issued and outstanding | 18,213,794 |
Shareholder's Equity (Details 4
Shareholder's Equity (Details 4 - Textuals 2) R$ / shares in Units, R$ in Thousands | 12 Months Ended | ||||
Apr. 30, 2022 BRL (R$) shares | Sep. 03, 2018 shares | Dec. 31, 2022 BRL (R$) R$ / shares shares | Dec. 31, 2021 BRL (R$) shares | Jun. 22, 2021 shares | |
Share Capital | |||||
Maximum percentage of shares authorized for issuance | 3% | ||||
Premium recognized | shares | 71,919 | ||||
Acquisition of shares upon repurchase program | R$ 23880 | ||||
Class A common shares | |||||
Share Capital | |||||
Number of shares approved for issuance | shares | 382,266 | ||||
Premium recognized | shares | 71,919 | ||||
Share-based compensation reserve for granted [member] | |||||
Share Capital | |||||
Number of share based compensation plans | 2 | ||||
Number of bonus plans | 1 | ||||
Acquisition of shares upon repurchase program | |||||
Treasury shares | |||||
Share Capital | |||||
Acquisition of shares upon repurchase program | R$ 23880 | R$ 23880 | |||
Number of shres acquired upon repurchase program | shares | 1,000,000 | 1,000,000 | |||
Treasury shares | Class A common shares | |||||
Share Capital | |||||
Number of shres authorized for repurchase program | shares | 1,000,000 | ||||
Acquisition of shares upon repurchase program | R$ 23880 | ||||
Number of shres acquired upon repurchase program | shares | 1,000,000 | ||||
Cogna Group | Share-based compensation reserve for granted [member] | Restricted share-based compensation plan | |||||
Share Capital | |||||
Number of shares approved for issuance | shares | 19,416,233 | ||||
Maximum percentage of shares authorized for issuance | 1.20% | ||||
Maximum period from end of vesting period for obligation to transfer shares under share-based plan | 10 days | ||||
Period of continued employment under service conditions | 3 years | ||||
Number of outstanding restricted shares | 0 | 155,919 | |||
Grant date fair value | R$ / shares | R$ 1058 | ||||
Effect of events on compensation in the Consolidated Statement of Profit or Loss | R$ 557 | R$ 2234 | |||
Others | Share-based compensation reserve for granted [member] | Long Term Investment Plan (“ILP”) | Class A common shares | |||||
Share Capital | |||||
Maximum percentage of shares authorized for issuance | 3% | ||||
Effect of events on compensation in the Consolidated Statement of Profit or Loss | R$ 22461 | 21,372 | |||
Number of tranches granted under share-based plan | 2 | ||||
Maximum number of tranches authorized for issuance of shares | 5 | ||||
Vesting period under the plan | 5 years | ||||
Expected volatility | 30% | ||||
Effect of events on compensation in the Shareholder’s Equity | R$ 22404 | 21,250 | |||
Labor charges in liabilities | R$ 58 | R$ 122 | |||
Others | Share-based compensation reserve for granted [member] | Performance based restricted share units bonus paln | |||||
Share Capital | |||||
Premium recognized | shares | 99,193 | ||||
Increase (decrease) through exercise of performance based restricted share units | R$ 1748 | ||||
Labor charges from performance based restricted share units exercised | R$ 1023 |
Net Revenue from sales and Se_3
Net Revenue from sales and Services (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Revenue from sales and Services | |||
Gross revenue | R$ 1421091 | R$ 1066479 | R$ 1111739 |
Taxes | (9,962) | (8,455) | (6,432) |
Discounts | (15,692) | (14,302) | (8,609) |
Returns | (131,157) | (96,303) | (99,070) |
Net revenue from sales and services | 1,264,280 | 947,419 | 997,628 |
Sales | 1,229,827 | 914,266 | 967,374 |
Service | 34,453 | 33,153 | 30,254 |
Net revenue | 1,264,280 | 947,419 | 997,628 |
Total Content & EdTech | |||
Net Revenue from sales and Services | |||
Gross revenue | 1,304,496 | 964,545 | 1,014,107 |
Taxes | (7,835) | (5,822) | (4,171) |
Discounts | (15,692) | (14,302) | (8,609) |
Returns | (125,624) | (93,708) | (92,921) |
Net revenue from sales and services | 1,155,345 | 850,713 | 908,406 |
Net revenue | 1,155,345 | 850,713 | 908,406 |
Learning Systems | |||
Net Revenue from sales and Services | |||
Gross revenue | 878,468 | 568,522 | 608,200 |
Taxes | (382) | (219) | (40) |
Discounts | (13,157) | (14,302) | (8,603) |
Returns | (78,468) | (41,919) | (17,553) |
Net revenue from sales and services | 786,461 | 512,082 | 582,004 |
Net revenue | 786,461 | 512,082 | 582,004 |
Textbooks | |||
Net Revenue from sales and Services | |||
Gross revenue | 228,094 | 212,708 | 308,298 |
Taxes | (214) | (1,608) | (250) |
Discounts | (1,120) | 0 | 0 |
Returns | (31,401) | (41,330) | (72,488) |
Net revenue from sales and services | 195,359 | 169,770 | 235,560 |
Net revenue | 195,359 | 169,770 | 235,560 |
Complementary Education Services | |||
Net Revenue from sales and Services | |||
Gross revenue | 159,207 | 148,817 | 63,491 |
Taxes | (193) | (961) | (17) |
Discounts | (1,415) | 0 | (6) |
Returns | (15,755) | (10,459) | (2,880) |
Net revenue from sales and services | 141,844 | 137,397 | 60,588 |
Net revenue | 141,844 | 137,397 | 60,588 |
Other services | |||
Net Revenue from sales and Services | |||
Gross revenue | 38,727 | 34,498 | 34,118 |
Taxes | (7,046) | (3,034) | (3,864) |
Net revenue from sales and services | 31,681 | 31,464 | 30,254 |
Net revenue | 31,681 | 31,464 | 30,254 |
Total Digital Services Platform | |||
Net Revenue from sales and Services | |||
Gross revenue | 116,595 | 101,934 | 97,632 |
Taxes | (2,127) | (2,633) | (2,261) |
Returns | (5,533) | (2,595) | (6,149) |
Net revenue from sales and services | 108,935 | 96,706 | 89,222 |
Net revenue | 108,935 | 96,706 | 89,222 |
E-commerce | |||
Net Revenue from sales and Services | |||
Gross revenue | 113,569 | 100,084 | 97,632 |
Taxes | (1,873) | (2,473) | (2,261) |
Returns | (5,533) | (2,595) | (6,149) |
Net revenue from sales and services | 106,163 | 95,016 | 89,222 |
Net revenue | 106,163 | 95,016 | 89,222 |
Other digital services | |||
Net Revenue from sales and Services | |||
Gross revenue | 3,026 | 1,850 | 0 |
Taxes | (254) | (160) | 0 |
Net revenue from sales and services | 2,772 | 1,690 | 0 |
Net revenue | R$ 2772 | R$ 1690 | R$ 0 |
Costs and Expenses by Nature (D
Costs and Expenses by Nature (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Costs and Expenses by Nature | |||
Salaries and payroll charges | R$ 281894 | R$ 274581 | R$ 279523 |
Raw materials and productions costs | (201,700) | (185,862) | (216,791) |
Editorial costs | (49,329) | (71,705) | (52,794) |
Depreciation and amortization | (268,714) | (211,156) | (174,088) |
Copyright | (72,348) | (58,885) | (59,597) |
Advertising and publicity | (99,834) | (77,655) | (88,965) |
Utilities, cleaning and security | (20,087) | (25,505) | (19,499) |
Rent and condominium fees | (18,312) | (17,775) | (14,278) |
Third-party services | (47,667) | (25,758) | (23,904) |
Travel | (23,577) | (8,747) | (8,760) |
Consulting and advisory services | (34,166) | (23,395) | (25,269) |
Impairment losses on trade receivables | (45,904) | (32,726) | (25,015) |
Material | (6,263) | (3,523) | (3,708) |
Taxes and contributions | (1,777) | (2,808) | (2,066) |
Reversal for tax, civil and labor risks | 15,099 | 1,986 | 2,092 |
Provision for obsolete inventories | (40,924) | (22,117) | (4,057) |
Income from lease and sublease agreements with related parties | 13,047 | 15,939 | 21,683 |
Other income, net | 662 | 5,554 | 4,283 |
Costs and Expenses by Nature | R$ 1183688 | R$ 1018719 | R$ 970256 |
Costs and Expenses by Nature _2
Costs and Expenses by Nature (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Costs and Expenses by Nature | |||
Cost of goods sold and services | R$ 473135 | R$ 396829 | R$ 378003 |
Commercial expenses | (194,043) | (164,439) | (165,169) |
General and administrative expenses | (471,626) | (430,279) | (406,352) |
Impairment loss on accounts receivable | (45,904) | (32,726) | (25,015) |
Other operating income, net | 1,020 | 5,554 | 4,283 |
Costs and Expenses by Nature | R$ 1183688 | R$ 1018719 | R$ 970256 |
Finance result (Details)
Finance result (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Finance income | ||||
Income from financial investments and marketable securities | [1] | R$ 54954 | R$ 26719 | R$ 16907 |
Income finance from indemnification assets and contingencies | [2] | 31,077 | 6,818 | 1,476 |
Other finance income | 2,526 | 2,103 | 2,601 | |
Finance income | 88,557 | 35,640 | 20,984 | |
Finance costs | ||||
Interest on bonds and financing | (108,896) | (43,549) | (52,935) | |
Interest on account payables for business combinations | (65,725) | (8,158) | (1,568) | |
Imputed interest on suppliers | (19,810) | (6,609) | (12,286) | |
Interest on Loans from related parties | 0 | (157) | (3,344) | |
Bank and collection fees | (3,891) | (6,587) | (17,771) | |
Interest on provision for tax, civil and labor losses | (52,891) | (34,300) | (13,297) | |
Interest on Lease Liabilities | (13,143) | (14,984) | (15,077) | |
Other finance costs | (5,968) | (5,839) | (3,131) | |
Finance costs | (270,324) | (120,183) | (119,409) | |
Total finance result | R$ 181767 | R$ 84543 | R$ 98425 | |
[1] Refers to income from marketable securities indexed at CDI. Refers to an indemnification asset in the amount of R$ 20,249 in connection with the acquisition of ( Predecessor) by Group ( Parent Company), as mentioned in the note 21 |
Finance result - Additional inf
Finance result - Additional information (Details 1) R$ in Thousands | 12 Months Ended |
Dec. 31, 2022 BRL (R$) | |
Finance result | |
Interest rate basis | CDI |
Income finance from reversal of interest on provision for tax losses | R$ 10828 |
Cogna Group | Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |
Finance result | |
Interest rate basis | CDI (Certificates of Interbank Deposits). |
Income finance from indemnification asset | R$ 20249 |
Segment Reporting (Details)
Segment Reporting (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting | |||
Net revenue from sales and services | R$ 1264280 | R$ 947419 | R$ 997628 |
Cost of goods sold and services | (473,135) | (396,829) | (378,003) |
Operating income (expenses) | |||
General and administrative expenses | (471,626) | (430,279) | (406,352) |
Commercial expenses | (194,043) | (164,439) | (165,169) |
Other operating income, net | 1,020 | 5,554 | 4,283 |
Impairment losses on trade receivables | (45,904) | (32,726) | (25,015) |
Share of loss equity-accounted investees | (4,512) | ||
Profit (loss) before finance result and taxes | 76,080 | (71,300) | 27,372 |
Assets | 7,520,591 | 7,333,407 | 6,978,270 |
Current and non-current liabilities | 2,890,911 | 2,668,198 | 2,192,953 |
Content & EdTech Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 1,155,345 | 850,713 | 908,406 |
Cost of goods sold and services | (375,167) | (327,651) | (301,882) |
Operating income (expenses) | |||
General and administrative expenses | (445,330) | (413,746) | (387,023) |
Commercial expenses | (183,118) | (147,664) | (152,659) |
Other operating income, net | 2,260 | 5,469 | 4,283 |
Impairment losses on trade receivables | (45,769) | (32,344) | (25,015) |
Share of loss equity-accounted investees | (4,512) | ||
Profit (loss) before finance result and taxes | 103,709 | (65,223) | 46,110 |
Assets | 7,438,094 | 7,207,084 | 6,848,198 |
Current and non-current liabilities | 2,852,390 | 2,605,351 | 2,141,107 |
Digital Services Platform | |||
Segment Reporting | |||
Net revenue from sales and services | 108,935 | 96,706 | 89,222 |
Cost of goods sold and services | (97,968) | (69,178) | (76,121) |
Operating income (expenses) | |||
General and administrative expenses | (26,295) | (16,533) | (19,329) |
Commercial expenses | (10,926) | (16,775) | (12,510) |
Other operating income, net | (1,240) | 85 | 0 |
Impairment losses on trade receivables | (135) | (382) | 0 |
Share of loss equity-accounted investees | 0 | ||
Profit (loss) before finance result and taxes | (27,629) | (6,077) | (18,738) |
Assets | 82,497 | 126,323 | 130,072 |
Current and non-current liabilities | R$ 38521 | R$ 62847 | R$ 51847 |
Segment Reporting (Details 1 -
Segment Reporting (Details 1 - Textuals) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2020 BRL (R$) | |
Segment Reporting | |||
Net revenue from sales and services | R$ 1264280 | R$ 947419 | R$ 997628 |
Revenue Benchmark | Aggregate customers of entity | Customer concentrations risk | |||
Segment Reporting | |||
Number of customers | 0 | 0 | 0 |
Percentage of total net revenues | 10% | ||
Revenue Benchmark | Aggregate customers of entity | Customer concentrations risk | Bottom of range | |||
Segment Reporting | |||
Percentage of total net revenues | 10% | 10% | |
Foreign customers | |||
Segment Reporting | |||
Net revenue from sales and services | R$ 0 |
Non-cash transactions - Additio
Non-cash transactions - Additional information (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-cash transactions | |||
Non-monetary transaction, additions of right of use assets and lease liabilities | R$ 12002 | R$ 25513 | R$ 35925 |
Non-monetary transaction, disposals of contracts of right of use assets and lease liabilities | 3,180 | 3,481 | R$ 3429 |
Phidelis | |||
Non-cash transactions | |||
Non-monetary transaction, accounts payable assumed | R$ 12733 | ||
SEL | |||
Non-cash transactions | |||
Non-monetary transaction, accounts payable assumed | 26,876 | ||
Redação Nota 1000 | |||
Non-cash transactions | |||
Non-monetary transaction, accounts payable assumed | 7,294 | ||
EMME | |||
Non-cash transactions | |||
Non-monetary transaction, accounts payable assumed | 12,253 | ||
De Gouges | |||
Non-cash transactions | |||
Non-monetary transaction, accounts payable assumed | 451,554 | ||
Pluri | |||
Non-cash transactions | |||
Non-monetary transaction, accounts payable assumed | 12,347 | ||
Mind Makers | |||
Non-cash transactions | |||
Non-monetary transaction, accounts payable assumed | 13,621 | ||
Meritt | |||
Non-cash transactions | |||
Non-monetary transaction, accounts payable assumed | R$ 4330 |
Subsequent events - Additional
Subsequent events - Additional information (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Mar. 03, 2023 | Dec. 31, 2022 | |
Subsequent events | ||
Interest rate basis | CDI | |
Business Acquisition | Escola Start Ltda. [member] | ||
Subsequent events | ||
Proportion of ownership interests held by minority shareholder | 49% | |
Minority shareholder interest | R$ 11700 | |
Business Acquisition | Escola Start Ltda. [member] | Somos Sistemas de Ensino S.A. ("Somos Sistemas") | ||
Subsequent events | ||
Percentage of voting equity interests acquired | 51% | |
Purchase consideration | R$ 4454 | |
Number of installments for consideration payment | 2 | |
Consideration paid in cash | R$ 4100 | |
Consideration to be paid | R$ 354 | |
Interest rate basis | 100% of the CDI |