Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
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$0.00005 per share |
Trading Symbol | VSTA |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Auditor Name | KPMG Auditores Independentes Ltda |
Auditor Firm ID | 1124 |
Auditor Location | São Paulo - Brazil |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Cesar Augusto Silva |
Entity Address, Address Line One | Av. Paulista, 901, 5th Floor |
Entity Address, Address Line Two | Bela Vista |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 01310-100 |
Entity Address, Country | BR |
City Area Code | +55 11 |
Local Phone Number | 3133-7311 |
Class A common shares [member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 16,566,142 |
Class B common shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 64,436,093 |
Consolidated Statement of Finan
Consolidated Statement of Financial Position - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash and cash equivalents | [1] | R$ 95864 | R$ 45765 |
Marketable securities | 245,942 | 380,514 | |
Trade receivables | 697,512 | 649,135 | |
Inventories | 300,509 | 266,450 | |
Prepayments | 71,870 | 56,645 | |
Taxes recoverable | 19,041 | 19,120 | |
Income tax and social contribution recoverable | 16,841 | 17,746 | |
Other receivables | 2,085 | 972 | |
Related parties – other receivables | 7,157 | 1,759 | |
Total current assets | 1,456,821 | 1,438,106 | |
Non-current assets | |||
Judicial deposits and escrow accounts | 207,188 | 194,859 | |
Deferred income tax and social contribution | 205,453 | 170,851 | |
Equity accounted investees | 64,484 | 83,139 | |
Other investments and interests in entities | 9,879 | 8,272 | |
Property, plant and equipment | 151,492 | 197,688 | |
Intangible assets and goodwill | 5,307,563 | 5,427,676 | |
Total non-current assets | 5,946,059 | 6,082,485 | |
Total Assets | 7,402,880 | 7,520,591 | |
Current liabilities | |||
Bonds and financing | 541,763 | 93,779 | |
Suppliers | 221,291 | 250,647 | |
Reverse factoring | [2] | 263,948 | 155,469 |
Lease liabilities | 17,078 | 23,151 | |
Income tax and social contribution payable | 0 | 5,564 | |
Taxes payable | 7,821 | 0 | |
Salaries and social contributions | 104,406 | 100,057 | |
Contractual obligations and deferred income | 32,815 | 57,852 | |
Accounts payable for business combination and acquisition of associates | 216,728 | 73,007 | |
Other liabilities | 26,382 | 29,630 | |
Other liabilities - related parties | 15,060 | 54 | |
Total current liabilities | 1,447,292 | 789,210 | |
Non-current liabilities | |||
Bonds and financing | 250,000 | 749,217 | |
Lease liabilities | 79,579 | 117,412 | |
Accounts payable for business combination and acquisition of associates | 397,392 | 552,270 | |
Provision for tax, civil and labor losses | 697,990 | 651,252 | |
Other liabilities | 9,836 | 31,551 | |
Total non-current liabilities | 1,434,797 | 2,101,702 | |
Total current and non-current liabilities | 2,882,089 | 2,890,912 | |
Shareholder's Equity | |||
Share capital | 4,820,815 | 4,820,815 | |
Capital reserve | 89,627 | 80,531 | |
Treasury shares | (59,525) | (23,880) | |
Accumulated losses | (331,559) | (247,787) | |
Shareholder's Equity excluding interest of non-controlling shareholders | 4,519,358 | 4,629,679 | |
Interest of non-controlling shareholders | 1,433 | 0 | |
Total Shareholder's Equity | 4,520,791 | 4,629,679 | |
Total Liabilities and Shareholder's Equity | R$ 7402880 | R$ 7520591 | |
[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 104 % of the annual CDI rate on December 31, 202 3 ( 103 % on December 31, 202 2 ). 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. As of December 31, 2023, the balance of reverse factoring was R$ 263,948 (R$ 155,469 as of December 31, 2022), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.05% per month (as of December 31, 2022, the weighted average was 1.27% 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statement of Profit or Loss and Other Comprehensive Income | |||
Net revenue from sales and services | R$ 1486273 | R$ 1264280 | R$ 947419 |
Sales | 1,440,259 | 1,229,827 | 914,266 |
Services | 46,014 | 34,453 | 33,153 |
Cost of goods sold and services | (570,907) | (473,135) | (396,829) |
Gross profit | 915,366 | 791,145 | 550,590 |
Operating income (expenses) | (781,775) | (710,553) | (621,890) |
General and administrative expenses | (465,523) | (471,626) | (430,279) |
Commercial expenses | (246,096) | (194,043) | (164,439) |
Impairment losses on trade receivables | (55,771) | (45,904) | (32,726) |
Other operating income | 13,699 | 1,828 | 5,615 |
Other operating expenses | (28,084) | (808) | (61) |
Share of loss equity-accounted investees | (18,655) | (4,512) | 0 |
Profit (loss) before finance result and taxes | 114,936 | 76,080 | (71,300) |
Finance result | |||
Finance income | 70,287 | 88,557 | 35,640 |
Finance costs | (304,928) | (270,324) | (120,183) |
Total finance result | (234,641) | (181,767) | (84,543) |
Loss before income tax and social contribution | (119,705) | (105,687) | (155,843) |
Income tax and social contribution | |||
Current | 331 | 10,668 | (11,297) |
Deferred | 36,396 | 40,446 | 48,386 |
Total IRPJ and CSLL | 36,727 | 51,114 | 37,089 |
Loss for the year | (82,978) | (54,573) | (118,754) |
Other comprehensive income for the year | 0 | 0 | 0 |
Total comprehensive loss for the year | (82,978) | (54,573) | (118,754) |
Allocated to: | |||
Controlling shareholders | (83,772) | (54,573) | (118,754) |
Non-controlling shareholders | R$ 794 | R$ 0 | R$ 0 |
Loss per share | |||
Basic | R$ 1.02 | R$ 0.66 | R$ 1.44 |
Diluted | R$ 1.02 | R$ 0.66 | R$ 1.44 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity R$ in Thousands, $ in Thousands | BRL (R$) | Equity attributable to owners of parent [member] BRL (R$) | Share capital [member] BRL (R$) | Share issuance costs [member] BRL (R$) | Share-based compensation reserve for (granted) [member] BRL (R$) | Share-based compensation reserve for (vested) [member] BRL (R$) | Treasury shares BRL (R$) | Treasury shares USD ($) | Accumulated losses [member] BRL (R$) | Non-controlling shareholders BRL (R$) |
Equity at beginning of the period at Dec. 31, 2020 | R$ 4785317 | R$ 4785317 | R$ 4961988 | R$ 141173 | R$ 38962 | R$ 74460 | ||||
Changes in equity [abstract] | ||||||||||
Loss for the year | (118,754) | (118,754) | (118,754) | |||||||
Share based compensation granted and issued | 22,526 | 22,526 | 22,526 | |||||||
Share based compensation vested | (31,043) | R$ 31043 | ||||||||
Purchase of treasury shares | (23,880) | (23,880) | R$ 23880 | |||||||
Equity at end of the period at Dec. 31, 2021 | 4,665,209 | 4,665,209 | 4,961,988 | (141,173) | 30,445 | 31,043 | (23,880) | (193,214) | ||
Changes in equity [abstract] | ||||||||||
Loss for the year | (54,573) | (54,573) | (54,573) | |||||||
Share based compensation granted and issued | 19,043 | 19,043 | 19,043 | |||||||
Share based compensation vested | (3,243) | 3,243 | ||||||||
Purchase of treasury shares | (23,880) | (23,880) | ||||||||
Equity at end of the period at Dec. 31, 2022 | 4,629,679 | 4,629,679 | 4,961,988 | (141,173) | 46,245 | 34,286 | (23,880) | (247,787) | ||
Changes in equity [abstract] | ||||||||||
Loss for the year | (82,978) | (83,772) | (83,772) | R$ 794 | ||||||
Share based compensation granted and issued | 13,382 | 13,382 | 13,382 | |||||||
Share based compensation vested | (4,286) | 4,286 | ||||||||
Purchase of treasury shares | (39,931) | (39,931) | (39,931) | $ (8,036) | ||||||
Non-controlling shareholders | 639 | 639 | ||||||||
Equity at end of the period at Dec. 31, 2023 | R$ 4520791 | R$ 4519358 | R$ 4961988 | R$ 141173 | R$ 55341 | R$ 34286 | R$ 59525 | R$ 331559 | R$ 1433 |
Consolidated statement of cash
Consolidated statement of cash flows - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Loss before income tax and social contribution | R$ 119705 | R$ 105687 | R$ 155843 | ||
Adjustments for: | |||||
Depreciation and amortization | 287,779 | 268,714 | 211,156 | ||
Share of loss profit of equity-accounted investees | 18,655 | 4,512 | 0 | ||
Impairment losses on trade receivables | 55,771 | 45,904 | 32,726 | ||
Reversal for tax, civil and labor risks, net | (9,611) | (15,099) | (1,986) | ||
Provision on accounts payable for business combination | 23,562 | 0 | 0 | ||
Interest on provision for tax, civil and labor losses | 58,265 | 42,063 | 34,300 | ||
Interest on bonds and financing | 117,495 | 108,896 | 43,549 | ||
Contractual obligations and right to returned goods | (15,097) | 11,312 | (1,159) | ||
Interest on accounts payable for business combination and acquisition of associates | 65,207 | 65,725 | 8,158 | ||
Interest on suppliers | 38,228 | 19,810 | 157 | ||
Share-based payment expense | 13,382 | 19,043 | 22,526 | ||
Interest on lease liabilities | 12,717 | 13,143 | 14,984 | ||
Interest on marketable securities | (40,155) | (54,954) | (26,719) | ||
Other finance costs, net | 0 | 3,441 | 0 | ||
Cancellations of right-of-use contracts | (6,037) | 616 | (195) | ||
Residual value of disposals of property and equipment and intangible assets | 3,487 | 13,960 | 124 | ||
Cash flows from operating activities before changes in working capital | 503,943 | 441,399 | 181,778 | ||
Changes in | |||||
Trade receivables | (103,162) | (189,329) | (25,408) | ||
Inventories | (33,710) | (24,087) | 8,079 | ||
Prepayments | (15,163) | (16,576) | (12,511) | ||
Taxes recoverable | 1,416 | (16,566) | (4,914) | ||
Judicial deposits and escrow accounts | (12,729) | (16,035) | (6,076) | ||
Other receivables | (1,076) | 1,133 | (1,789) | ||
Related parties – other receivables | (5,398) | (1,258) | 0 | ||
Suppliers | 40,604 | 121,519 | (16,124) | ||
Salaries and social charges | 3,872 | 37,166 | (9,890) | ||
Tax payable | 3,674 | (4,039) | 5,711 | ||
Contractual obligations and deferred income | (12,706) | 375 | (2,659) | ||
Other liabilities | (23,980) | (3,084) | (671) | ||
Other liabilities - related parties | 15,006 | (39,218) | (94,155) | ||
Cash generated from operating activities | 360,591 | 291,400 | 21,371 | ||
Payment of interest on leases | (11,637) | (14,941) | (14,692) | ||
Payment of interest on bonds and financing | (118,901) | [1] | (92,500) | (24,922) | |
Payment of interest on business combinations | (8,096) | (603) | (1,571) | ||
Income tax and social contribution paid | (1,616) | (7,153) | (1,167) | ||
Payment of provision for tax, civil and labor losses | (1,489) | (1,363) | (627) | ||
Net cash from (used in) operating activities | 218,852 | 174,840 | (21,608) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Acquisition of property and equipment | (21,537) | (61,143) | (20,910) | ||
Additions of intangible assets | (105,292) | (90,588) | (55,878) | ||
Acquisition of subsidiaries net of cash acquired | (3,212) | (80,559) | (186,218) | ||
Proceeds from investment in marketable securities | 1,228,882 | 1,637,898 | 2,641,308 | ||
Purchase of investment in marketable securities | (1,054,155) | (1,800,550) | (2,289,836) | ||
Net cash from (used in) investing activities | 44,686 | (394,942) | 88,466 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Suppliers - related parties | 0 | 0 | (1,450) | ||
Payments of loans from related parties | (50,885) | (254,885) | (20,884) | ||
Lease liabilities paid | (30,471) | (27,003) | (21,998) | ||
Purchase of treasury shares | (39,931) | 0 | (23,880) | ||
Payments of bonds and financing | 0 | (759) | (477,741) | ||
Issuance of securities with related parties | 0 | 250,000 | 0 | ||
Issuance of bonds net off issuance costs | 0 | 0 | 497,000 | ||
Payments of accounts payable for business combination and acquisition of associates | (92,152) | (11,379) | (19,168) | ||
Net cash used in financing activities | (213,439) | (44,026) | (68,121) | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 50,099 | (264,128) | (1,263) | ||
Cash and cash equivalents at beginning of period | 45,765 | [2] | 309,893 | 311,156 | |
Cash and cash equivalents at end of period | 95,864 | [2] | 45,765 | [2] | 309,893 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | R$ 50099 | R$ 264128 | R$ 1263 | ||
[1] We present below the composition of interest and principal payments considering the issues made: 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 104 % of the annual CDI rate on December 31, 202 3 ( 103 % on December 31, 202 2 ). 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. |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
The Company and Basis of Presentation | |
The Company and Basis of Presentation | 1. The Company and Basis of Presentation 1.1 The Company Vasta Platform Limited , together with its subsidiaries (the Company or Group ) is a publicly held company incorporated in the Cayman Islands on October 16, 2019, with headquarters in the city of São Paulo, Brazil. The Company 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 is a subsidiary of Cogna Educação S.A. (Cogna Educação S.A. and its subsidiaries defined as “Cogna Group”), and 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 Significant events during the fiscal year a. Business Combination On March 0 3 2023 the Company, through its subsidiary Somos Sistemas de Ensino S.A . (“ Somos ”), acquired 51% interest in the capital of “Escola Start Ltda.” (“Start”), when the control over the entity was transferred upon all conditions established on the share purchase agreement . 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. See note 5 1 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 was paid in four 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”. On January 14, 2022, 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 5.1. b. Change in the presentation of Operating Segment The presentation of information by operating segment is consistent with the internal reporting provided to the Executive Board, which serves as the Chief operating decision maker, responsible for resource allocation, performance evaluation, and strategic decision-making within the Company . Throughout 2023 took into account the following factors : (i) Internal Management Structure: The Company operates with a decentralized management structure, wherein specific leadership roles for individual business units are not assigned. Operational and strategic decisions are made collectively and comprehensively, without distinct leaders for separate segments. . (ii) Internal Reporting: The Company conducts result monitoring through regular meetings with Executive Board. As part of an ongoing effort to enhance reporting practices, the Company has transitioned to presenting financial results in a consolidated manner in these forums, without detailed disclosure of individual operations or specific business units. (iii) Nature of Activities: As the challenges of the pandemic were addressed, the Company adapted its business models to embrace ‘hybrid’ approaches, integrating physical and digital interactions. Given the integrated nature of the business, segregating results into distinct segments is no longer feasible. (iv) Structural Changes in the Company: Livro Fácil substantially represented the revenue from Digital Services. On October 1, 2023, the Company’s Management approved the merger of this entity into the subsidiary Somos Sistemas, which was previously part of the Content & Edtech segment. Given this structural change, it became unfeasible to allocate costs and expenses specifically related to Livro Fácil. Consequently, in addition to the items previously indicated, the remaining companies in the Digital Services operation represented less than 10% of total revenue and no longer qualified as reportable segments . Based on the considerations outlined above, the Company’s management has made the decision to report its results under a single operating segment (“Single Segment”). This change has already been reflected in this financial statement . |
Basis of preparation and presen
Basis of preparation and presentation of the Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Basis of preparation and presentation of Consolidated Financial Statements | |
Basis of preparation and presentation of Consolidated Financial Statements | 2. Basis of preparation and presentation of Consolidated Financial Statements The Consolidated Financial Statements of Vasta Platform Ltd. , 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”). Th e Consolidated Financial Statements as of December 31, 202 3 , were approved by the Executive Board on April 19 , 20 2 4 . 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 can 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 . The c onsolidation 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 3 , and 202 2 : Interest Company December 31, 2023 December 31, 2022 Somos Sistemas de Ensino S.A. (“Somos Sistemas”) 100% 100% Livraria Livro Fácil Ltda. ( “ - 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Colégio Anglo São Paulo Ltda. (“Anglo São Paulo”) 100% 100% Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) 100% 100% MVP Consultoria e Sistemas Ltda. (“MVP”) 100% 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% 100% EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% 100% Escola Start Ltda. ( “ ” 51% - 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. Based on the considerations outlined above in the note 1 . 2 (b), he Executive Board considers the business to be a Single Segment . d. Cash Generating Units – (“CGU”) For purposes of assessing impairment, these assets are grouped into the lowest levels for which there are separately identifiable cash flows (Cash Generating Units – 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 thousands , 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, 2023 | |
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´ s 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 account 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. See n ote 10. d. 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 n ote 1 4 . e. 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 . f. 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 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable . Where Level 1 inputs are not available, if needed, the Company engages third party qualified appraisers to perform the valuation using Level 2 and / or Level 3 inputs. The Company’s management establishes the appropriate valuation techniques and inputs to the model, working closely with the qualified external advisors when they are engaged in such activities. The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one or more unobservable inputs considered in the valuation process. Further information on the assumptions used in the valuation process of such items is provided in Note 7 . g. 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) , 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 because 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. |
Material accounting policies, n
Material accounting policies, new accounting standards and new and not yet effective accounting standards | 12 Months Ended |
Dec. 31, 2023 | |
Material accounting policies, new accounting standards and new and not yet effective accounting standards | |
Material accounting policies, new accounting standards and new and not yet effective accounting standards | 4. Material accounting policies, new accounting standards and new and not yet effective accounting standards 4.1 New accounting standards adopted in 2023 Deferred tax related to assets and liabilities arising from a single transaction The Company has adopted Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 The Company previously accounted for deferred tax on leases by applying the integrally linked approach, resulting in a similar outcome as under the amendments, expect that the deferred tax asset or liability was recognized on a net basis. Following the amendments, the Company has recognised a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right of use assets. However, there was no impact on the statement of financial position because the balances qualify for offset under paragraph 74 12 23 Material accounting policy information The Company also adopted Disclosure of Accounting Policies (Amendments to IAS 1 2 The amendments require the disclosure of material, rather than significant, accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that users need to understand other information in the financial statements. Management reviewed the accounting policies and made updates to the information disclosed in note 4.2 2022 Accounting standards issued but not yet effective Below are presented the recent changes to the Accounting Standards that are required to be applied for annual periods beginning after January 1, 2024 and that are available for early adoption in annual periods beginning on January 1, 2023. However, the Company has not early adopted the following new or amended accounting standards in preparing these consolidated financial statements. • Classification of liabilities as current or non-current and non-current liabilities with Covenants – Amendments to IAS 1 (January 1, 2024) • Supplier Finance Arrangements – Amendments to IAS 7 • Lease Liability in a Sale and Leaseback – Amendments to IFRS16 (January 1, 2024) • Lack of Exchangeability – Amendments to IAS 21 (January 1, 2025) 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 Material accounting policies The material 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 three months or less from the date of purchase and that are readily convertible into a known amount of cash and are subject to immaterial risk of change in value. b. Financial Assets and Liabilities 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 way 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 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 3 and 202 2 the Company’s financial assets are classified as “measured at amortized cost” , except for the Marketable securities and other i nvestments 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 3 and 202 2 the Company’s financial liabilities are classified as “measured at amortized cost”. 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. 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. 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 trade receivables, the Company applied the simplified approach and calculated impairment losses based on lifetime expected credit losses as from their initial recognition, as described in n ote 10 c. Inventories Inventories are measured at the lower of cost and net realizable value. 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 product”, 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. 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 n ote 3.2 (e ). 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 on December 31, 20 2 3 and 202 2 . 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 n ote 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 n ote 1 4 . 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 on December 31, 202 3 and 202 2 . 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 on December 31, 20 2 3 and 202 2 . 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 on December 31, 202 3 and 202 2 . 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 on December 31, 202 3 and 202 2 . 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 The Company did not identify changes in the useful life as of December 31, 202 3 and 202 2 . 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 assets 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 n ote 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 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 n ote 1 6 . In addition, the effects of Reverse Factoring on Cash Flows are recognized in “Cash flow from operating activities ”. k. Leases i. 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” , and Performance Share Units, or “PSU” . The RSU and PSU 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) Long Term Investment – “ILP” – Refers to RSU based compensation reserve in equity and the corresponding taxes under “Salaries and Contributions”. See Note 2 4 . 3 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 i. Share Capital On December 31, 202 3 , the Company’s share capital was R$ 4,820,815, divided into 81,002,235 shares (excluding treasury shares), of which 64,436,093 are Class B shares held by Cogna Group and 16,566,142 are Class A common shares held by others. ii. Capital reserve The breakdown of capital reserves is arising from share-based payment in the amount of R$ 89,627 on December 31, 202 3 , and R$ 80,531 on December 31,202 2 . S ee n ote 2 4 . iii. Treasury shares On December 31, 202 3 the Company holds shares in treasury in the amount of R$ 59,525 (R$ 23,880 on December 31, 2022) , corresponding to 2,647,652 shares (1,000,000 shares on December 31, 2022). S ee n ote 2 4 . 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 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 requi |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations | |
Business Combinations | 5. Business Combinations The Company concluded some acquisitions to expand our portfolio of educational solutions as presented below : (i) March 03, 2023 – Escola Start Ltd a. (ii) January 14, 2022 – Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (iii) January 14, 2022 – MVP Consultoria e Sistemas Ltda. 5.1 Acquisitions in 2023 As mentioned in Note 1.2 on March 03, 2023, the Company acquired a 51% interest in the capital of the Escola Start Ltda. (“Start”), when the control over the entity was transferred upon all conditions established on the share purchase agreement. The total acquisition price was R$4,414 , of which: ( i ) R$2,806 relates to the price for acquiring 51% of the equity interest, and (ii) R$1,608 for acquiring the option to purchase the remaining percentage of the interest with due date in 2028 , recognized in “Other investments and interests in entities”, in the Statement of Financial Position . This amount was paid in two installments, being a fixed installment of R$4,100 in cash on the acquisition date and a variable installment of R$ 314 , subject to price adjustment depending on the calculation of financial indicators defined in contract and corrected by 100% of the DI Interest Deposit rate (“CDI”) . The variable installment was paid on August 18, 2023. As mentioned above, o n the same date the Company acquired a purchase option for the acquisition of the remaining shares issued by Escola Start held by the non-controlling shareholder, representing 49% of the share capital, which due date will be in January 2028, with an exercise price of R$11,700 (“exercise price”) . The acquisition w as 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 business combination in 2023: Escola Start Ltda Current assets Cash and cash equivalents 888 Trade receivables (iv) 986 Inventories 349 Other receivables 226 Total current assets 2,449 Non-current assets Property and equipment 796 Intangible assets 3,667 Intangible assets - Customer Portfolio (ii) 1,844 Intangible assets – Trademarks (iii) 1,823 Total non-current assets 4,463 Total Assets 6,912 Current liabilities Contractual obligations and deferred income 2,766 Deferred income tax and social contribution 1,794 Other liabilities 940 Total current liabilities 5,500 Non-current liabilities Other liabilities 16 Tax Installments 93 Total non-current liabilities 109 Total liabilities 5,609 Net identifiable assets at fair value (A) 1,303 Total of Consideration transferred (B) 2,806 Non-controlling interest acquired (49%) (B) 639 Goodwill (B-A) (note 14 2,142 ( 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$ 1,844 in customer portfolio based on receivables expectation around 8% per year. (iii) As a result of the purchase price allocation, the Company identified R$ 1,823 in trademarks, over their estimated useful lives of 13 years. (iv) Accounts receivable from customers comprise gross contractual amounts due of R$ 1,038 , of which R$ 52 were uncollectible on the acquisition date. From the date of acquisition to December 31, 202 3 , Escola Start contributed to a net revenue from sales and services in the amount of R$ 10,101 , and net profit for the year in the amount of R$ 1,747 . If the acquisition had occurred on January 1, 202 3 , Management estimates that net revenue from sales and services would have been R$ 1,487,956 and net loss for the year would have been R$ 79,595 . |
Financial Risk Management
Financial Risk Management | 12 Months Ended |
Dec. 31, 2023 | |
Financial Risk Management | |
Financial Risk Management | 6 Financial Risk Management The Company has a risk management policy for 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. a. 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. a. 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, 2023 December 31, 2022 Interest rate Bonds Private Bonds – 6 th 2 - 53,688 CDI + 1.00% p.a. Private Bonds – 9 th 2 263,904 259,843 CDI + 2.40% p.a. Bonds – 1 st 527,859 529,465 CDI + 2.30% p.a. Financing and Lease Liabilities 96,657 140,563 IPCA Accounts Payable for Business Combination and acquisition of associates 614,120 625,277 100% CDI 1,502,540 1,608,836 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), financial activities that include reverse factoring deposits with banks and other financial institutions, and other financial instruments 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 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 expected credit losses have been recorded (note 10 c. Liquidity risk 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 if 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 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. 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 were aimed to reinforce the Company’s capital structure, and lengthen the debt maturity profile, whose average term currently is 36 months from the issuance. For more information, see note 15 Financial liabilities by maturity ranges December 31, 2023 Less than one Between one two Over two Total Bonds and financing (Note 15 541,763 250,000 - 791,763 Lease Liabilities (Note 17 17,078 16,631 62,948 96,657 Accounts Payable for business combination and acquisition of associates (Note 19 216,728 196,406 200,986 614,120 Suppliers (Note 16 221,291 - - 221,291 Reverse Factoring (Note 16 263,948 - - 263,948 Other liabilities - related parties (Note 21 15,060 - - 15,060 1,275,868 463,037 263,934 2,002,839 Financial liabilities by maturity ranges The table below reflects the estimated interest rate based on CDI and IPCA for 12 , in according to contractual rates on December 31,2023 : December 31, 2023 Less than one Between one two Over two Total Bonds and financing 612,717 282,742 - 895,459 Lease Liabilities 17,867 17,400 65,857 101,124 Accounts Payable for business combination and acquisition of associates 245,113 222,130 227,309 694,552 Suppliers 250,273 - - 250,273 Reverse Factoring 298,517 - - 298,517 Other liabilities - related parties 17,032 - - 17,032 1,441,519 522,272 293,166 2,256,957 Capital management The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern 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, 2023 December 31, 2022 Net debt (i) 1,906,975 1,969,241 Total shareholder’' 4,520,791 4,629,679 Total capitalization (ii) 2,613,816 2,660,438 Gearing ratio - % - (iii) 73 % 74 % (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 3 % interest rate drop % interest rate drop Index - % per year Balance as of December 31, 2023 Base scenario Scenario I Scenario II Financial Investments 104% of CDI 92,455 12,109 10,293 8,476 Marketable Securities 102% of CDI 245,942 32,211 27,379 22,548 338,397 44,320 37,672 31,024 Accounts Payable for Business Combination and acquisition of associates 100% of CDI (614,120 ) (80,431 ) (68,366 ) (56,302 ) Lease liabilities 100% of IPCA (96,657 ) (4,467 ) (3,797 ) (3,127 ) Bonds and financing CDI + 2.30% (791,763 ) (103,696 ) (88,142 ) (72,587 ) (1,502,540 ) (188,594 ) (160,305 ) (132,016 ) Net exposure (1,164,143 ) (144,274 ) (122,633 ) (100,992 ) Interest rate -% p.a. (CDI) - - 13.10 % 11.13 % 9.17 % Interest rate -% p.a. (IPCA) - - 4.62 % 3.93 % 3.23 % Stressing scenarios - - - (15 %) (30 %) |
Financial Instruments by Catego
Financial Instruments by Category | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments by Category | |
Financial Instruments by Category | 7 Financial Instruments by Category The Company holds the following financial instruments. The Company has not disclosed the fair values of the financial instruments, because their carrying amounts approximates fair value. Level December 31, 2023 December 31, 2022 Assets - Amortized cost Cash and cash equivalents 95,864 45,765 Trade receivables 697,512 649,135 Other receivables 2,085 972 Related parties – other receivables 7,157 1,759 802,618 697,631 Assets - Fair value through profit or loss Marketable securities 1 245,942 380,514 Other investments and interests in entities 3 9,879 8,272 255,821 388,786 Liabilities - Amortized cost Bonds and financing 791,763 842,996 Lease liabilities 96,657 140,563 Reverse factoring 263,948 155,469 Suppliers 221,291 250,647 Accounts payable for business combination and acquisition of associates 587,917 569,360 Other liabilities - related parties 15,060 54 1,976,636 1,959,089 Liabilities - Fair value through profit or loss Accounts payable for business combination and acquisition of associates (i) 3 26,203 55,917 26,203 55,917 (i) Refers to a earn out remeasured based on economic activity of the acquired entity (post-closing price adjustments). Valuation techniques and significant unobservable inputs related to measurement are described below, except for the acquisition of a call option mentioned in note 5.1 Fair Value Measurements – Level 3 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 year 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 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) Flex Flix Limited 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. Budgeted net revenue and EBITDA growth rate: 2.4%. 2. Discount rate: 39.6%. Not applicable. b. R econciliation to the closing balances The following table shows the changes during the period in measuring level 3 Accounts payable for business combination- Level 3 December 31, 2022 Additions (i) Interest Payment Transfers to level 2 December 31, 2023 Sociedade Educacional da Lagoa 25,876 - 6,858 (14,814 ) - 17,920 Phidelis 7,251 - 1,032 - - 8,283 Redação nota 1000 2,650 - 666 - (3,316 ) - Mind Makers 6,600 32,968 1,625 (41,193 ) - - Educbank 13,540 - 602 (14,142 ) - - Start - 4,400 - (4,400 ) - - 55,917 37,368 10,783 (74,549 ) (3,316 ) 26,203 (i) Substantially related to increase of R$ 32,968 in the purchase price of Mind Makers, due to the performance of the business, in accordance with contractual amendment which defined the targets for the payment of earnout. See note 19 |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2023 | |
Cash and cash equivalents. | |
Cash and cash equivalents | 8 Cash and cash equivalents a. Composition The balance of this account comprises the following amounts: December 31, 2023 December 31, 2022 Cash 2 7 Bank account 3,407 6,546 Financial investments (i) 92,455 39,212 95,864 45,765 (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 104 % of the annual CDI rate on December 31, 202 3 ( 103 % on December 31, 202 2 ). 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, 2023 | |
Marketable securities | |
Marketable securities | 9 Marketable securities a. Composition Credit Risk December 31, 2023 December 31, 2022 Private investment fund AAA 245,942 31,842 Private investment fund AA - 348,672 245,942 380,514 The average gross yield of securities is based on 102 % CDI on December 31, 202 3 ( 104 % CDI on December 31, 202 2 ). |
Trade receivables
Trade receivables | 12 Months Ended |
Dec. 31, 2023 | |
Trade receivables | |
Trade receivables | 10 Trade receivables The balance of this account comprises the following amounts: a. Composition December 31, 2023 December 31, 2022 Trade receivables 771,392 711,439 Related Parties (note 21 18,137 7,177 (-) Impairment losses on trade receivables (92,017 ) (69,481 ) 697,512 649,135 b. Maturities of trade receivables December 31, 2023 December 31, 2022 Not yet due 541,656 563,005 Past due Up to 30 33,749 19,435 From 31 60 22,933 22,637 From 61 90 25,584 12,193 From 91 180 52,404 42,169 From 181 360 61,782 31,357 Over 360 33,284 20,643 Total past due 229,736 148,434 Related parties (note 21 18,137 7,177 Impairment losses on trade receivables (92,017 ) (69,481 ) 697,512 649,135 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 3 and as of December 31, 20 22 Expected credit losses aging December 31, 2023 December 31, 2022 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 3.78% 17,834 1.52% 8,970 Past due Up to 30 11.29% 2,562 9.53% 2,072 From 31 60 17.69% 3,645 14.09% 2,728 From 61 90 24.23% 3,502 19.87% 2,335 From 91 180 40.18% 12,232 29.66% 10,096 From 181 360 67.68% 22,454 48.35% 12,465 Over 360 87.60% 19,467 76.40% 15,434 Total past due 63,862 45,130 Customers in judicial recovery (i) 100% 10,321 100% 15,381 (-) Impairment losses on trade receivables 92,017 69,481 (i) expected credit loss relating to the entirely of Vasta’s receivable with a large retailer that entered bankruptcy proceeding in Brazil . The following table shows the c hanges in impairment losses on trade receivables for the year s ended December 31, 202 3 , 202 2 and 20 2 1 : Changes on provision December 31, 2023 December 31, 2022 December 31, 2021 Opening balance 69,481 46,500 32,055 Additions 62,390 45,904 39,326 Reversals (6,619 ) (288 ) (2,854 ) Write offs (i) (33,235 ) (22,635 ) (22,027 ) Closing balance 92,017 69,481 46,500 (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$ 33,235 as write-off as of December 31, 202 3 (R$ 22,635 as of December 31, 202 2 ). |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Inventories | 11 Inventories The balance of this account comprises the following amounts: a. Composition December 31, 2023 December 31, 2022 Finished products 218,600 151,534 Work in process 59,659 73,993 Raw materials 16,663 30,773 Imports in progress - 347 Right to returned goods (i) 5,587 9,803 300,509 266,450 (i) 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. |
Equity accounted investees
Equity accounted investees | 12 Months Ended |
Dec. 31, 2023 | |
Equity accounted investees | |
Equity accounted investees | 12. Equity accounted investees a. Composition of investments Investment type Interest % Equity Fair value Goodwill December 31, 2023 Educbank Associate 45% 24,026 6,672 33,786 64,484 24,026 6,672 33,786 64,484 Investment type Interest % Equity 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 in associates Educbank December 31, 2021 - Acquisition 87,651 Share of loss equity-accounted investees (4,512 ) December 31, 2022 83,139 Share of loss equity-accounted investees (18,655 ) December 31, 2023 64,484 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | 13 Property, plant and e quipment The cost, weighted average depreciation rates and accumulated depreciation are as follows: December 31, 2023 December 31, 2022 Weighted average depreciation rate Cost Accumulated depreciation Net book value Cost Accumulated depreciation Net book value IT equipment 10%-33% 83,461 (61,849 ) 21,612 80,263 (43,294 ) 36,969 Furniture, equipment and fittings 10%-33% 54,986 (32,739 ) 22,247 60,920 (36,818 ) 24,102 Property, buildings and improvements 5%-20% 54,372 (43,555 ) 10,817 53,027 (40,381 ) 12,646 In progress - 16,765 - 16,765 4,494 - 4,494 Right of use assets 12% 178,940 (98,932 ) 80,008 257,034 (137,948 ) 119,086 Land - 43 - 43 391 - 391 Total 388,567 (237,075 ) 151,492 456,129 (258,441 ) 197,688 Changes in property, plant and equipment are as follows: IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress(ii) 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 36,969 24,102 12,646 4,494 119,086 391 197,688 Additions 2,673 2,298 - 16,565 23,871 - 45,407 Additions through business combinations - 613 183 - - - 796 Disposals / Cancelled contracts (2 ) (1,029 ) (586 ) - (32,348 ) (348 ) (34,313 ) Depreciation (18,028 ) (3,737 ) (5,720 ) - (30,601 ) - (58,086 ) Transfers - - 4,294 (4,294 ) - - - As of December 31, 2023 21,612 22,247 10,817 16,765 80,008 43 151,492 (i) In 2023, the addition of right of use of R$ 23,871 is substantially referred to recognition of a new lease agreement for the property used to offer preparatory course for university entrance exams (“Anglo course”), see the corresponding lease liabilities in note 17. (ii) In 2023 (i) 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, 2023 and 2022 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 Weighted average depreciation rate Cost Accumulated depreciation Net book value Cost Accumulated depreciation Net book value Software 20% 336,687 (221,986 ) 114,701 263,432 (182,711 ) 80,721 Customer Portfolio 8% 1,198,455 (475,803 ) 722,652 1,201,074 (377,891 ) 823,183 Trademarks 5% 633,154 (140,025 ) 493,129 631,582 (112,967 ) 518,615 Trade Agreement 8% 243,114 (49,049 ) 194,065 247,622 (28,795 ) 218,827 Platform content production 33% 178,033 (121,932 ) 56,101 123,251 (74,881 ) 48,370 Other Intangible assets 33% 11,236 (5,029 ) 6,207 39,423 (32,142 ) 7,281 In progress 0% 6,845 - 6,845 18,958 - 18,958 Goodwill 0% 3,713,863 - 3,713,863 3,711,721 - 3,711,721 6,321,387 (1,013,824 ) 5,307,563 6,237,063 (809,387 ) 5,427,676 C hanges 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 96,045 922,105 546,358 243,495 24,294 7,282 3,991 3,694,798 5,538,368 Additions 12,881 - - - 62,722 17 14,967 - 90,587 Additions through business combinations (note 5 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 80,721 823,183 518,615 218,827 48,370 7,281 18,958 3,711,721 5,427,676 Additions 18,872 - - - 48,599 - 37,821 - 105,292 Additions through business combinations (note 5 - 1,844 1,823 - - - - 2,142 5,809 Disposals (450 ) - - - - (1,071 ) - - (1,521 ) Amortization (34,376 ) (102,375 ) (27,309 ) (24,762 ) (40,868 ) (3 ) - - (229,693 ) Transfers 49,934 - - - - - (49,934 ) - - As of December 31, 2023 114,701 722,652 493,129 194,065 56,101 6,207 6,845 3,713,863 5,307,563 Goodwill impairment test The Company performed its annual impairment test in 2023 and 2022 carried out a sensitivity analysis in the long-term model and cash flows. T he Company performed the test considering of two separate CGUs for which the recoverable amount has been determined based on value-in-use calculations . The conclusion of these tests conducted by the Company for the years ended December 31, 2023 and 2022 Therefore , Goodwill allocated to each CGU i s shown below: December 31, 2023 December 31, 2022 Content and Edtech Platform 3,676,176 3,674,034 Digital Platform (i) 37,687 37,687 3,713,863 3,711,721 (i) Considers the goodwill of R$ 10,728 on the acquisition of the entity Livro Fácil Ltda., merged into Somos Sistemas de Ensino on September 30, 2023 , as mentioned in note 1.2 (b) . 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, 202 3 and 202 2 are as follows: 2023 2022 Content and EdTech Platform Digital Platform Content and EdTech Platform Digital Platform Growth rate - % 17.0 % 5.4 % 13.7 % 12.5 % Discount rate - % 13.2 % 13.2 % 12.1 % 12.1 % Growth rate (%) in perpetuity 5.2 % 5.2 % 4.7 % 4.7 % 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. Impairment of other intangible assets and in progress There were no indications of impairment of intangible assets for the year s ended December 31, 202 3 and 202 2 . Additionally, intangible assets stated as “in progress” were assessed for impairment by comparing it carrying amount with its recoverable amount and no adjustments were considered necessary. |
Bonds and financing
Bonds and financing | 12 Months Ended |
Dec. 31, 2023 | |
Bonds and financing | |
Bonds and financing | 15 Bonds and financing The balance of bonds and financing comprises the following amounts: December 31, 2022 Payment of interest (i) Payment of principal (i) Interest accrued Transaction cost of bonds Transfers December 31, 2023 Bonds with Related Parties 63,325 (40,984 ) (50,885 ) 42,242 - 206 13,904 Bonds 30,454 (77,917 ) - 75,253 1,058 499,011 527,859 Current liabilities 93,779 (118,901 ) (50,885 ) 117,495 1,058 499,217 541,763 Bonds with Related Parties 250,206 - - - - (206 ) 250,000 Bonds 499,011 - - - - (499,011 ) - Non-current liabilities 749,217 - - - - (499,217 ) 250,000 Total 842,996 (118,901 ) (50,885 ) 117,495 1,058 - 791,763 (i) We present below the composition of interest and principal payments considering the issues made: Issuance Payments Interest Principal SSED 21 6 nd . series 02/15/2023 and 08/14/2023 (7,258 ) (50,885 ) SEDU 21 9 nd series 02/14/2023 and 08/07/2023 (33,726 ) - GAGL 11 02/06/2023 and 08/07/2023 (77,917 ) - Total (118,901 ) (50,885 ) December 31, 2021 Additions (i) Payment of interest Payment of principal 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$250,000 . The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, whose average term has become 36 months . a. Bonds’ description See below the bonds outstanding on December 31, 2023: Subscriber Related Parties Third parties Issuance 9 1 Series 2 nd Single Series Date of issuance 09/28/2022 08/06/2021 Maturity Date 09/28/2025 08/05/2024 First payment after 36 months 35 months Remuneration payment Semi-annual interest Semi-annual interest Financials charges CDI + 2.40% p.a. CDI + 2.30% p.a. Principal amount (in millions of R$) 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, 2023 % December 31, 2022 % On year or less 541,763 68.4 93,779 11.1 One two 250,000 31.6 499,217 59.2 Two three - - 250,000 29.7 Total non-current liabilities 250,000 31.6 749,217 88.9 791,763 100.0 842,996 100.0 c. Debit commitments The maintenance of the contractual maturity of debentures at their original maturities is subject to financial covenants, which are being complied with. The covenant compliance indicators are the following: Bonds with related parties Does not have debt commitments in issuances. 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, 2023, the financial ratio net debt by adjusted EBITDA reached the result of 2.43%, within the conditions established in the financial contractual clauses. On December 31, 2022, the financial ratio net debt by adjusted EBITDA reached the result of 2.74%, within the conditions established in the financial contractual clauses. |
Suppliers
Suppliers | 12 Months Ended |
Dec. 31, 2023 | |
Suppliers | |
Suppliers | 16 Suppliers The balance of this account comprises the following amounts: a. Composition December 31, 2023 December 31, 2022 Local suppliers 188,814 215,593 Related parties (note 21 11,247 13,781 Copyright 21,230 21,273 Suppliers 221,291 250,647 Reverse Factoring (i) 263,948 155,469 (i) As of December 31, 2023, the balance of reverse factoring was R$ 263,948 (R$ 155,469 as of December 31, 2022), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.05% per month (as of December 31, 2022, the weighted average was 1.27% 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, 2023 | |
Lease liabilities. | |
Lease liabilities | 17 Lease liabilities The lease agreements have an average term of 12 years December 31, 2023 December 31, 2022 Opening balance 140,563 160,542 Additions for new lease agreements (i) 21,103 12,002 Renegotiation 2,768 - Cancelled contracts (ii) (38,386 ) (3,180 ) Interest 12,717 13,143 Payment of interest (11,637 ) (14,941 ) Payment of principal (30,471 ) (27,003 ) 96,657 140,563 Current liabilities 17,078 23,151 Non-current liabilities 79,579 117,412 96,657 140,563 (i) Refers to new lease agreement for the property used to offer preparatory course for university entrance exams (“Anglo course”), in the new location in São Paulo. (ii) Refers to cancellated contract of the previous property used to offer Anglo course. Short-term leases (lease period of 12 months 2022 December 31, 2023 December 31, 2022 Fixed Payments 42,108 41,944 Payments related to short-term contracts and low value assets, variable price contracts (note 26 23,943 18,312 66,051 60,256 |
Contractual obligations and def
Contractual obligations and deferred income | 12 Months Ended |
Dec. 31, 2023 | |
Contractual obligations and deferred income | |
Contractual obligations and deferred income | 18. Contractual obligations and deferred income December 31, 2023 December 31, 2022 Refund liability (i) 32,613 51,533 Contract of exclusivity for processing payroll 202 587 Deferred income in leaseback agreement - 4,075 Other contractual obligations - 1,657 32,815 57,852 Current 32,815 57,852 Non-current - - 32,815 57,852 (i) Refers to the customer’s right to return goods. T he Company business cycle is from October to September for each year . |
Accounts payable for business c
Accounts payable for business combination and acquisition of associates | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 Pluri - 3,653 Mind Makers - 7,915 Livro Fácil - 10,516 Meritt 300 300 SEL 17,920 30,267 Redação Nota 1000 4,610 6,030 EMME 8,500 10,827 Editora De Gouges 570,027 514,299 Phidelis 12,763 16,976 Educbank - 24,494 614,120 625,277 Current 216,728 73,007 Non-current 397,392 552,270 614,120 625,277 The changes in the balance are as follows: December 31, 2023 December 31, 2022 Opening balance 625,277 532,313 Net additions (i) 28,043 120,344 Cash payment (4,100 ) (80,939 ) Payments in installments (92,152 ) (11,379 ) Interest payment (8,096 ) (603 ) Interest adjustment 65,207 65,725 Remeasurement (59 ) (184 ) Closing balance 614,120 625,277 (i) As of December 31, 2023 the purchase price of Escola Start , in the amount of R$ 4,481 5 and the price adjustment in the acquisition of companies, in the amount of R$ 23,562 i ) increase of R$32,968 in the purchase price of Mind Makers, due to the performance of the business, considering the number of students who used the products made available by this entity in April 2023, in accordance with the 4 th contractual amendment, which defined the targets for the payment of earnout, and (ii) reduction of R$9,406 in the price of the company Editora de Gouges (“Eleva”), as a result of the review of the net debt provided for in the shareholder’s agreement. The maturity years of such balances as of December 31, 202 3 are shown in the table below: December 31, 2023 December 31, 2022 Maturity of installments Total % Total % In up to one 216,728 35.3 % 73,007 11.7 % One two 196,406 32.0 % 389,187 62.2 % Two three 200,986 32.7 % 163,083 26.1 % 397,392 64.7 % 552,270 88.3 % 614,120 100.0 % 625,277 100.0 % |
Salaries and Social Contributio
Salaries and Social Contribution | 12 Months Ended |
Dec. 31, 2023 | |
Salaries and Social Contribution | |
Salaries and Social Contribution | 20 Salaries and Social Contribution s December 31, 2023 December 31, 2022 Salaries payable 28,108 28,351 Social contribution payable (i) 25,327 25,205 Provision for vacation pay 22,379 21,454 Provision for profit sharing (ii) 28,592 25,047 104,406 100,057 (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 according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Board of Directors. |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 Other receivables (i) Trade receivables (note 10 21 Indemnification asset (note 21 Other liabilities (ii) Suppliers (note 16 Bonds (note 15 Cogna Educação S.A. - - 203,942 2,696 - 263,904 Editora Ática S.A. 4,424 6,536 - 12,334 6,286 - Editora E Distribuidora Educacional S.A. 1,256 477 - - - - Editora Scipione S.A. 87 2,112 - - 40 - Maxiprint Editora Ltda. 1 4,659 - - - - Saraiva Educação S.A. 1,099 3,495 - 19 4,262 - Somos Idiomas S.A. 146 2 - - - - Others 144 856 - 11 659 - 7,157 18,137 203,942 15,060 11,247 263,904 (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 Group December 31, 2022 Other receivables Trade receivables (note 10 21 Indemnification asset (note 21 Other liabilities 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 Year ended December 31, 2023 Year ended December 31, 2022 Year ended December 31, 2021 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 Sublease (note 21 Acel Administracao De Cursos Educacionais Ltda. - - - - - - - - 2,790 - - - Centro Educacional Leonardo Da Vinci SS - - - - - - - - 41 - - - Cogna Educação S.A. - 42,242 - - - 36,573 - - - 25,859 - - Colégio Ambiental Ltda - - - - - - - - 496 - - - Colégio Cidade Ltda - - - - - - - - 146 - - - Colegio JAO Ltda. - - - - - - - - 1,582 - - - Colégio Manauara Lato Sensu Ltda. - - - - - - - - 1,903 - - - Colégio Manauara Cidade Nova Ltda - - - - - - - - 275 - Colégio Motivo Ltda. - - - - - - - - 35 - - - Colégio Visão Ltda - - - - - - - - 287 - - - Cursos e Colégio Coqueiros Ltda - - - - - - - - 268 - - - Ecsa Escola A Chave Do Saber Ltda. - - - - - - - - 593 - - - Editora Atica S.A. 12,833 - 43,452 9,700 16,286 - 5,757 8,551 5,374 - 6,130 13,153 Editora E Distribuidora Educacional SA. 622 - - - - - 29,475 - - - 31,384 - Editora Scipione SA. 3,781 - - - 3,096 - - - 1,341 - - - Escola Mater Christi - - - - - - - - 311 - - - Escola Riacho Doce Ltda - - - - - - - - 77 - - - Maxiprint Editora Ltda. 9,884 - - - 6,665 - - - 1,107 - - - Nucleo Brasileiro de Estudos Avancados Ltda - - - - - - - - 276 - - - Papelaria Brasiliana Ltda - - - - - - - - 249 - - - Saber Serviços Educacionais S.A. - - - - 41 - - - 900 - - - Saraiva Educacao SA. 5,613 - - 2,775 4,090 - - 1,905 2,405 - - 2,528 Sistema P H De Ensino Ltda. - - - - - - - - 4,417 - - - Sociedade Educacional Alphaville SA - - - - - - - - 414 - - - Sociedade Educacional Doze De Outubro Ltda - - - - - - - - 360 - - - Sociedade Educacional Neodna Cuiaba Ltda. - - - - - - - - 224 - - - SOE Operações Escolares SA. - - - - - - - - 1,086 - - - Somos Idiomas Ltda - - - 596 641 - - 2,591 - - - 258 Somos Operações Escolares SA. - - - - - - - - 243 - - - SSE Serviços Educacionais Ltda. 1,830 - - - 863 - - - 1,463 - - - 34,563 42,242 43,452 13,071 31,682 36,573 35,232 13,047 28,663 25,859 37,514 15,939 (i) Refers to debentures interest; see note 15. a. Suppliers and other arrangements with related parties The Company has some shared expenses with Cogna’s associates such as property lease, expenses with personnel and software license, which continued even after the carve-out process was completed in 2019 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$ 203,942 as of December 31, 2023 (R$ 180,417 as of December 31, 2022). See 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$ 43,452 as of December 31, 2023 (R$ 35,232 for the year ended December 31, 2022) are related to these apportionments. e. Brand and Copyrights sharing agreements with related parties In November and December 2019, the Company entered brand and copyrights sharing agreements with related parties, as follows: (i) On No vember 6 2019 2020 20 (ii) On December 6, 2019, the Company also entered into two trademark license agreements (as amended in 2020 20 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. The Company entered into lease and sublease agreements with its related parties to continue to share these leased warehouses and other properties, as follows: i. 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$44 60 months from the agreement date Inflation index Pernambuco (Recife) ii. Commercial sublease agreement Entity (Sublessor) Counterparty to the sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S.A. (“EDE”) Somos Sistemas de Ensino S.A. R$ 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) Income from these lease and sublease agreements with related parties was recognized in the Consolidated Financial Statements as of December 31, 2023 in the amount of R$ 13,071 (R$ 13,047 for the year ended December 31, 2022). 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, 2023, key management compensation, including charges and variable compensation amounted to R$ 18,014 (R$ 20,426 for the year ended December 31, 2022). The Audit Committee and Board of Directors were established in July 2020. The following benefits are granted to the Company’s management members: healthcare plan, share-based compensation plan, besides discounts over the Company’ own products. 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 and performance shares units – ILP. The Key management personnel compensation expenses comprised the following: December 31, 2023 December 31, 2022 December 31, 2021 Short-term employee benefits 10,482 10,786 4,685 Share-based compensation plan 7,532 9,640 8,305 18,014 20,426 12,990 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, 2023 | |
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. The contingent liabilities are composed as follows: a. Composition The changes in provision for the years ended December 31, 2023 and 2022 December 31, 2022 Additions Reversals Interest Payments December 31, 2023 Tax proceedings (i) 623,189 - (1,286 ) 54,352 - 676,255 Labor proceedings (ii) 27,567 5,054 (13,589 ) 3,977 (1,394 ) 21,615 Civil proceedings 496 189 (509 ) 39 (95 ) 120 Total 651,252 5,243 (15,384 ) 58,368 (1,489 ) 697,990 Finance expense - - (58,265 ) General and administrative expenses (5,223 ) 14,834 - Income tax and social contribution - 27 - Total (5,223 ) 14,861 (58,265 ) Indemnification asset - Former owner (20 ) 523 (103 ) Total (5,243 ) 15,384 (58,368 ) (i) Primarily refers to income tax positions taken by and the Company in connection with a corporate restructuring held by the predecessor in 2010 , In 2018 , given a tax assessment via an Infraction Notice received by the predecessor for certain periods opened for tax audit coupled with unfavorable case law on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties. (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. December 31, 2021 Business combination Additions Reversals Interest Payments December 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 ) b. Contingencies with possible losses As of December 31, 2023, the Company was party to lawsuits classified as possible losses totaling R$ 41,015 (R$36,613 as of December 31, 2022), as shown below: December 31, 2023 December 31, 2022 Taxes 5,413 3,513 Labor (i) 24,988 9,966 Civil 10,614 4,473 Total 41,015 36,613 (i) The most relevant lawsuit involves a labor claim related to the payment of termination benefits and other labor charges amounting to R$18,661. The Company was included in the legal process by the Court, on the allegation that it was part of an Economic Group. There has never been any corporate, legal, or hierarchical relationship between the Company and the defendant. c. Judicial Deposits and Escrow Accounts Judicial deposits and escrow accounts recorded as non-current assets are as follows: December 31, 2023 December 31, 2022 Tax proceedings 1,899 2,126 Indemnification asset -Former owner 1,347 1,801 Indemnification asset – Related parties (i) 203,942 180,417 Escrow-account - 10,515 207,188 194,859 (i) Refers to an indemnification asset of the seller (Cogna) and recognized at the date of the business combination, of the acquisition of Somos, in order to indemnify the Company for all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations up to the maximum amount of R$ (R$ 180,417 on December 31, 2022). This asset is indexed to CDI (Certificates of Interbank Deposits). |
Current and Deferred Income Tax
Current and Deferred Income Tax and Social Contribution | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 As of December 31, 2022 As of December 31, 2021 Loss before income tax and social contribution for the year (119,705 ) (105,687 ) (155,843 ) Nominal statutory rate of income tax and social contribution 34 % 34 % 34 % IRPJ and CSLL calculated at the nominal rates 40,700 35,934 52,987 Share of loss equity-accounted investees (6,343 ) (1,534 ) - Permanent additions 1,981 (8,292 ) (7,265 ) Additional IRPJ - - 24 Difference in presumed profit rate of subsidiary 362 3,617 - Tax Contingencies IRPJ and CSLL 27 23,703 - Impairment write-off on tax loss carryforward - (2,314 ) (8,657 ) Total IRPJ and CSLL 36,727 51,114 37,089 Current IRPJ and CSLL in the result 331 10,668 (11,297 ) Deferred IRPJ and CSLL in the result 36,396 40,446 48,386 36,727 51,114 37,089 Effective tax rate of Income and social contribution tax benefit 31 % 48 % 24 % b. Deferred taxes Changes in deferred income tax and social contribution assets and liabilities are as follows: December 31, 202 3 As of December 31, 2022 Deferred tax on business combination Effect on profit and loss As of December 31, 2023 Income tax/social contribution: Income tax and social contribution losses carryforwards (ii) 422,240 - 172,121 594,361 Temporary Differences: Impairment losses on trade receivables 20,472 - 7,540 28,012 Provision for obsolete inventories 3,346 - (247 ) 3,099 Imputed interest on suppliers (5,548 ) - 4,342 (1,206 ) Provision for risks of tax, civil and labor losses 20,445 - (31,382 ) (10,937 ) Refund liabilities and right to returned goods 15,818 - (7,397 ) 8,421 Right of use assets 50,531 - ( 19,230 ) 31,301 Lease Liabilities ( ) - 16,911 (25,684 ) Fair value adjustments on business combination and goodwill amortization (i) (358,454 ) (1,794 ) (110,094 ) (470,342 ) Other temporary difference 44,596 - 3,832 48,428 Deferred Assets, net 170,851 (1,794 ) 36,396 205,453 (i) Goodwill and fair value adjustments on business combination comprise three (ii) The Company’s income tax and social contribution loss are primarily the result of tax amortization of goodwill and the amortization of certain intangibles recognized related to the business combination in 2018 have a limitation for use of 30% of taxable profit generated in each year and do not expire. The tax benefit is expected to be realized over an estimated 6-year period beginning in 2026 ii. December 31, 202 2 and 20 2 1 Changes in deferred income tax and social contribution assets and liabilities are as follows: 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 307,319 114,921 422,240 Temporary Differences: Impairment losses on trade receivables 13,010 7,462 20,472 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 |
Shareholder's Equity
Shareholder's Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholder's Equity | |
Shareholder's Equity | 24 Shareholder’s Equity 24.1 Share Capital The Company holds Class A shares in addition to Class B shares (owned by Cogna). On June 22, 2021, the Board of Directors approved the issuance of 382,266 class A common shares, at par value of US$0.00005 per share. As a result, the Company's share capital on December 31, 2021 totals 83,393,851 shares, of which 64,436,093 Class B shares are owned by the Cogna Group and 18,957,758 are owned by third parties. Considering the ILP exercised during 2022 On September 14, 2023, we announced a share repurchase program, approved by our board of directors considering that it was in the commercial interests of the Company to enter the Repurchase Plan. Under the repurchase program, we were entitled to repurchase up to R$ 62,500 (or US$12,500) in Class A common shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period that began on September 18, 2023, continuing until the earlier of the completion of the repurchase or September 30, 2024, depending upon market conditions. Until December 31, 2023, the Company purchased in the open market US$8,036 (including broker fee) or R$ 39,931 corresponding to 1,888,376 Class A common shares, which are currently held in treasury. As a result, the Company's share capital outstanding on December 31, 2023, which excludes a total of 2,647,652 treasury shares), totals 81,002,235 shares, in amount of R$ 4,820,815, of which 64,436,093 Class B shares are owned by the Cogna Group and 16,566,142 are owned by third parties. 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 Class A Shares (units) Class B Shares (units) Total Free float Treasury shares (note 24.4 December 31,2022 18,213,794 1,000,000 64,436,093 83,649,887 ILP exercised (i) 240,724 - - 240,724 Treasury shares - (240,724 ) - (240,724 ) Treasury shares purchased (1,888,376 ) 1,888,376 - - December 31,2023 16,566,142 2,647,652 64,436,093 83,649,887 (i) Refers to exercised shares during the year, totaling R$ 330,233, net of withholding taxes (27.5%). 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) As result of the carve-out process occurred in 2019 , part of executives and employees (eligible) were transferred to the Company. Those eligible executives and employees were part of the Plan and their plans were migrated to the ILP Plan, as described in note 24.3 . In as much as those eligible parties exercise their plan, the Company delivers a fixed quantity of share units to them. There were no shares vested in 2023 (R$ on December 31, 2022). The corresponding payroll charges in 2023 amounted to R$ (R$ in 2022 ). (ii) The Company remunerated part of its executives based on restricted share units. The amount provisioned and paid in 2023 was R$ (R$ in 2022 ), net of withholding taxes. The amount of Payroll charges provisioned in 2023 to R$ (R$ in 2022 ). The Company’s shareholders on December 31, 2023 are as follows: In units Company Shareholders Class A Class B Total Cogna Group - 64,436,093 64,436,093 Free Float 16,566,142 - 16,566,142 Treasury shares (Note 24.4 2,647,652 - 2,647,652 Total (%) 23 % 77 % 83,649,887 24.2 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, 2023 December 31, 2022 December 31, 2021 Loss Attributable to Shareholder´s (83,772 ) (54,573 ) (118,754 ) Weighted average number of ordinary shares outstanding (thousands) 82,349 82,444 82,254 Basic loss per share - R$ (1.02 ) (0.66 ) (1.44 ) Diluted loss per share - R$ (1.02 ) (0.66 ) (1.44 ) 24.3 Capital reserve - Share-based compensation (granted) The Company as of December 31, 2023 had two share based compensation plans and one bonus plan paid in restricted share units, being: a) 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 % of the Company’s class A share units. The Company will grant the limit of 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 % 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, 2023 was R$ , being R$ in Shareholder’s the Equity and a credit of R$ as labor charges in liabilities, due to share price fluctuation (R$ being R$ in Shareholder’s the Equity and a credit of R$ as labor charges in liabilities for the year ended December 31, 2022). b) Bonus paid in restricted share units (RSU) – “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. There were no shares vested in 2023 . The amount provisioned and paid in 2022 was R$ (net of withholding taxes), of which R$ corresponds to labor charges. c) Long Term Investment – (“ILP”) – Performance Shares Units (PSU) – On August, 2023, the Board of Directors has approved a new long-term incentive plan (ILP), based on meeting certain targets, with granting in 2023 and vesting in 2026 , 2027 and 2028 , that generated dilution of % in shares. The effect of events on share-based compensation in the Consolidated Statement of Profit or Loss for the year ended December 31, 2023 was R$ , being R$ in Shareholder’s the Equity and a credit of R$ as labor charges in liabilities, due to share price fluctuation. 24.4 Vasta’s share Repurchase Program In 2021 2022 In 2023 Considering the above information, the amount of the Treasury shares on December 31,2023 totals R$59,525 (R$ 23,880 on December 31, 2022), corresponding to 2,647,652 treasury shares. |
Net Revenue from sales and Serv
Net Revenue from sales and Services | 12 Months Ended |
Dec. 31, 2023 | |
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 is shown below: December 31, 2023 December 31, 2022 December 31, 2021 Net revenue Learning Systems 958,674 848,531 588,168 Complementary Education Services 196,035 145,949 92,390 Textbooks 123,358 126,679 123,143 Other products and services (i) 208,206 143,121 143,717 Total 1,486,273 1,264,280 947,419 Sales 1,440,259 1,229,827 914,266 Services 46,014 34,453 33,153 Total 1,486,273 1,264,280 947,419 (i) In 2023 |
Costs and Expenses by Nature
Costs and Expenses by Nature | 12 Months Ended |
Dec. 31, 2023 | |
Costs and Expenses by Nature | |
Costs and Expenses by Nature | 26 Costs and Expenses by Nature December 31, 2023 December 31, 2022 December 31, 2021 Raw materials and productions costs (339,018 ) (232,826 ) (185,862 ) Salaries and payroll charges (307,948 ) (281,894 ) (274,581 ) Depreciation and amortization (287,779 ) (268,714 ) (211,156 ) Copyright (96,596 ) (72,348 ) (58,885 ) Advertising and publicity (68,194 ) (68,708 ) (77,655 ) Impairment losses on trade receivables (55,771 ) (45,904 ) (32,726 ) Editorial costs (40,412 ) (49,329 ) (71,705 ) Third-party services (37,002 ) (47,667 ) (25,758 ) Other operating expenses - price adjustment (note 19 i) (23,562 ) - - Consulting and advisory services (30,617 ) (34,166 ) (23,395 ) Travel (28,516 ) (23,577 ) (8,747 ) Rent and condominium fees (23,943 ) (18,312 ) (17,775 ) Obsolete inventories (22,006 ) (40,924 ) (22,117 ) Utilities, cleaning, and security (15,760 ) (20,087 ) (25,505 ) Other operating expenses (4,522 ) (808 ) (61 ) Taxes and contributions (4,015 ) (1,777 ) (2,808 ) Material (3,024 ) (6,263 ) (3,523 ) Other general and administrative expenses (378 ) (358 ) - Other operating income 13,699 1,828 5,615 Income from lease and sublease agreements with related parties 13,071 13,047 15,939 Reversal for tax, civil and labor risks 9,611 15,099 1,986 (1,352,682 ) (1,183,688 ) (1,018,719 ) Cost of goods sold and services (570,907 ) (473,135 ) (396,829 ) Commercial expenses (246,096 ) (194,043 ) (164,439 ) General and administrative expenses (465,523 ) (471,626 ) (430,279 ) Impairment loss on accounts receivable (55,771 ) (45,904 ) (32,726 ) Other operating income 13,699 1,828 5,615 Other operating expenses (28,084 ) (808 ) (61 ) (1,352,682 ) (1,183,688 ) (1,018,719 ) |
Finance result
Finance result | 12 Months Ended |
Dec. 31, 2023 | |
Finance result | |
Finance result | 27 Finance result December 31, 2023 December 31, 2022 December 31, 2021 Finance income Income from financial investments and marketable securities (i) 40,155 54,954 26,719 Finance income from indemnification assets and contingencies (ii) 23,723 31,077 6,818 Other finance income 6,409 2,526 2,103 70,287 88,557 35,640 Finance costs Interest on bonds and financing (117,495 ) (108,896 ) (43,549 ) Interest on account payables for business combinations (65,207 ) (65,725 ) (8,158 ) Interest on suppliers (38,228 ) (19,810 ) (6,609 ) Interest on Loans from related parties - - (157 ) Bank and collection fees (5,715 ) (3,891 ) (6,587 ) Interest on provision for tax, civil and labor losses (58,265 ) (52,891 ) (34,300 ) Interest on Lease Liabilities (12,717 ) (13,143 ) (14,984 ) Other finance costs (7,301 ) (5,968 ) (5,839 ) (304,928 ) (270,324 ) (120,183 ) Financial Result (net) (234,641 ) (181,767 ) (84,543 ) (i) Refers to income from marketable securities indexed at CDI. (ii) Refers to finance 22 ( Predecessor) by Group ( Parent Company). |
Non-cash transactions
Non-cash transactions | 12 Months Ended |
Dec. 31, 2023 | |
Non-cash transactions | |
Non-cash transactions | 28 Non-cash transactions Non-cash transactions for the years ended December 31, 2023, 2022 2021 (i) Additions and renegotiations of right of use assets and lease liabilities in the amount of R$ 23,871, R$12,002 and R$ 25,513 (note 17 (ii) Disposals of contracts of right of use assets and lease liabilities in the amount of R$ 38,386, R$ 3,180 and R$ 3,81 (note 17 (iii) Accounts payable assumed in the acquisition of: (i) Start, during year 2023 , during year 2022 Nota 1000 , in the amount of R$ 12,347, Mind Makers, in the amount of R$ 13,621, , in the amount R$ 4,330 (during year 2021 5 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent events | |
Subsequent events | 29 Subsequent events On February 29, 2024, the Company concluded the Repurchase program on shares (approved on September 14, 2023). The program was concluded through the repurchase of an additional 1,077,415 shares Class A (being 657,510 on January 31, 2024, and 419,905 on February 29, 2024). |
Material accounting policies,_2
Material accounting policies, new accounting standards and new and not yet effective accounting standards (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Material accounting policies, new accounting standards and new and not yet effective accounting standards | |
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 three months or less from the date of purchase and that are readily convertible into a known amount of cash and are subject to immaterial risk of change in value. |
Financial Assets and Liabilities | b. Financial Assets and Liabilities 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 way 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 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 3 and 202 2 the Company’s financial assets are classified as “measured at amortized cost” , except for the Marketable securities and other i nvestments 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 3 and 202 2 the Company’s financial liabilities are classified as “measured at amortized cost”. 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. 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. 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 trade receivables, the Company applied the simplified approach and calculated impairment losses based on lifetime expected credit losses as from their initial recognition, as described in n ote 10 |
Inventories | c. Inventories Inventories are measured at the lower of cost and net realizable value. 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 product”, 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. 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 n ote 3.2 (e ). |
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 on December 31, 20 2 3 and 202 2 . 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 n ote 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 n ote 1 4 . 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 on December 31, 202 3 and 202 2 . 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 on December 31, 20 2 3 and 202 2 . 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 on December 31, 202 3 and 202 2 . 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 on December 31, 202 3 and 202 2 . |
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 The Company did not identify changes in the useful life as of December 31, 202 3 and 202 2 . |
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 assets 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 n ote 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 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 n ote 1 6 . In addition, the effects of Reverse Factoring on Cash Flows are recognized in “Cash flow from operating activities ”. |
Leases | k. Leases i. 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” , and Performance Share Units, or “PSU” . The RSU and PSU 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) Long Term Investment – “ILP” – Refers to RSU based compensation reserve in equity and the corresponding taxes under “Salaries and Contributions”. See Note 2 4 . 3 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 i. Share Capital On December 31, 202 3 , the Company’s share capital was R$ 4,820,815, divided into 81,002,235 shares (excluding treasury shares), of which 64,436,093 are Class B shares held by Cogna Group and 16,566,142 are Class A common shares held by others. ii. Capital reserve The breakdown of capital reserves is arising from share-based payment in the amount of R$ 89,627 on December 31, 202 3 , and R$ 80,531 on December 31,202 2 . S ee n ote 2 4 . iii. Treasury shares On December 31, 202 3 the Company holds shares in treasury in the amount of R$ 59,525 (R$ 23,880 on December 31, 2022) , corresponding to 2,647,652 shares (1,000,000 shares on December 31, 2022). S ee n ote 2 4 . 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 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 from the delivery date) up to a certain limit, the Company recognizes revenue for the amount that is expected to be received based on 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 n ote 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 |
Basis of preparation and pres_2
Basis of preparation and presentation of Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of preparation and presentation of Consolidated Financial Statements | |
Schedule of entities, which are all controlled by the Company | Interest Company December 31, 2023 December 31, 2022 Somos Sistemas de Ensino S.A. (“Somos Sistemas”) 100% 100% Livraria Livro Fácil Ltda. ( “ - 100% A & R Comercio e Serviços de Informática Ltda. (“Pluri”) 100% 100% Colégio Anglo São Paulo Ltda. (“Anglo São Paulo”) 100% 100% Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. (“Phidelis”) 100% 100% MVP Consultoria e Sistemas Ltda. (“MVP”) 100% 100% Sociedade Educacional da Lagoa Ltda (“SEL”) 100% 100% EMME – Produções de Materiais em Multimídia Ltda (“EMME”). 100% 100% Escola Start Ltda. ( “ ” 51% - |
Material accounting policies,_3
Material accounting policies, new accounting standards and new and not yet effective accounting standards (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Material accounting policies, new accounting standards and new and not yet effective accounting standards | |
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, 2023 | |
Business combinations | |
Business Combinations | |
Schedule of assets and liabilities acquired for business combination | Escola Start Ltda Current assets Cash and cash equivalents 888 Trade receivables (iv) 986 Inventories 349 Other receivables 226 Total current assets 2,449 Non-current assets Property and equipment 796 Intangible assets 3,667 Intangible assets - Customer Portfolio (ii) 1,844 Intangible assets – Trademarks (iii) 1,823 Total non-current assets 4,463 Total Assets 6,912 Current liabilities Contractual obligations and deferred income 2,766 Deferred income tax and social contribution 1,794 Other liabilities 940 Total current liabilities 5,500 Non-current liabilities Other liabilities 16 Tax Installments 93 Total non-current liabilities 109 Total liabilities 5,609 Net identifiable assets at fair value (A) 1,303 Total of Consideration transferred (B) 2,806 Non-controlling interest acquired (49%) (B) 639 Goodwill (B-A) (note 14 2,142 ( 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$ 1,844 in customer portfolio based on receivables expectation around 8% per year. (iii) As a result of the purchase price allocation, the Company identified R$ 1,823 in trademarks, over their estimated useful lives of 13 years. (iv) Accounts receivable from customers comprise gross contractual amounts due of R$ 1,038 , of which R$ 52 were uncollectible on the acquisition date. |
Financial Risk Management (Tabl
Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Risk Management | |
Schedule of Interest rates contracted | December 31, 2023 December 31, 2022 Interest rate Bonds Private Bonds – 6 th 2 - 53,688 CDI + 1.00% p.a. Private Bonds – 9 th 2 263,904 259,843 CDI + 2.40% p.a. Bonds – 1 st 527,859 529,465 CDI + 2.30% p.a. Financing and Lease Liabilities 96,657 140,563 IPCA Accounts Payable for Business Combination and acquisition of associates 614,120 625,277 100% CDI 1,502,540 1,608,836 |
Schedule of financial liabilities by maturity ranges | December 31, 2023 Less than one Between one two Over two Total Bonds and financing (Note 15 541,763 250,000 - 791,763 Lease Liabilities (Note 17 17,078 16,631 62,948 96,657 Accounts Payable for business combination and acquisition of associates (Note 19 216,728 196,406 200,986 614,120 Suppliers (Note 16 221,291 - - 221,291 Reverse Factoring (Note 16 263,948 - - 263,948 Other liabilities - related parties (Note 21 15,060 - - 15,060 1,275,868 463,037 263,934 2,002,839 |
Schedule of financial liabilities by maturity ranges for estimated amounts payable based on undiscounted contractual amounts | December 31, 2023 Less than one Between one two Over two Total Bonds and financing 612,717 282,742 - 895,459 Lease Liabilities 17,867 17,400 65,857 101,124 Accounts Payable for business combination and acquisition of associates 245,113 222,130 227,309 694,552 Suppliers 250,273 - - 250,273 Reverse Factoring 298,517 - - 298,517 Other liabilities - related parties 17,032 - - 17,032 1,441,519 522,272 293,166 2,256,957 |
Schedule of calculation of gearing ratio | December 31, 2023 December 31, 2022 Net debt (i) 1,906,975 1,969,241 Total shareholder’' 4,520,791 4,629,679 Total capitalization (ii) 2,613,816 2,660,438 Gearing ratio - % - (iii) 73 % 74 % (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, 2023 Base scenario Scenario I Scenario II Financial Investments 104% of CDI 92,455 12,109 10,293 8,476 Marketable Securities 102% of CDI 245,942 32,211 27,379 22,548 338,397 44,320 37,672 31,024 Accounts Payable for Business Combination and acquisition of associates 100% of CDI (614,120 ) (80,431 ) (68,366 ) (56,302 ) Lease liabilities 100% of IPCA (96,657 ) (4,467 ) (3,797 ) (3,127 ) Bonds and financing CDI + 2.30% (791,763 ) (103,696 ) (88,142 ) (72,587 ) (1,502,540 ) (188,594 ) (160,305 ) (132,016 ) Net exposure (1,164,143 ) (144,274 ) (122,633 ) (100,992 ) Interest rate -% p.a. (CDI) - - 13.10 % 11.13 % 9.17 % Interest rate -% p.a. (IPCA) - - 4.62 % 3.93 % 3.23 % Stressing scenarios - - - (15 %) (30 %) |
Financial Instruments by Cate_2
Financial Instruments by Category (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments by Category | |
Schedule of financial instruments by category | Level December 31, 2023 December 31, 2022 Assets - Amortized cost Cash and cash equivalents 95,864 45,765 Trade receivables 697,512 649,135 Other receivables 2,085 972 Related parties – other receivables 7,157 1,759 802,618 697,631 Assets - Fair value through profit or loss Marketable securities 1 245,942 380,514 Other investments and interests in entities 3 9,879 8,272 255,821 388,786 Liabilities - Amortized cost Bonds and financing 791,763 842,996 Lease liabilities 96,657 140,563 Reverse factoring 263,948 155,469 Suppliers 221,291 250,647 Accounts payable for business combination and acquisition of associates 587,917 569,360 Other liabilities - related parties 15,060 54 1,976,636 1,959,089 Liabilities - Fair value through profit or loss Accounts payable for business combination and acquisition of associates (i) 3 26,203 55,917 26,203 55,917 (i) Refers to a earn out remeasured based on economic activity of the acquired entity (post-closing price adjustments). Valuation techniques and significant unobservable inputs related to measurement are described below, except for the acquisition of a call option mentioned in note 5.1 |
Schedule of valuation techniques and significant unobservable inputs | 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 year 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 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) Flex Flix Limited 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. Budgeted net revenue and EBITDA growth rate: 2.4%. 2. Discount rate: 39.6%. Not applicable. |
Schedule of changes in accounts payable for business combination | December 31, 2023 December 31, 2022 Opening balance 625,277 532,313 Net additions (i) 28,043 120,344 Cash payment (4,100 ) (80,939 ) Payments in installments (92,152 ) (11,379 ) Interest payment (8,096 ) (603 ) Interest adjustment 65,207 65,725 Remeasurement (59 ) (184 ) Closing balance 614,120 625,277 (i) As of December 31, 2023 the purchase price of Escola Start , in the amount of R$ 4,481 5 and the price adjustment in the acquisition of companies, in the amount of R$ 23,562 i ) increase of R$32,968 in the purchase price of Mind Makers, due to the performance of the business, considering the number of students who used the products made available by this entity in April 2023, in accordance with the 4 th contractual amendment, which defined the targets for the payment of earnout, and (ii) reduction of R$9,406 in the price of the company Editora de Gouges (“Eleva”), as a result of the review of the net debt provided for in the shareholder’s agreement. |
Level 3 of fair value hierarchy [member] | |
Financial Instruments by Category | |
Schedule of changes in accounts payable for business combination | Accounts payable for business combination- Level 3 December 31, 2022 Additions (i) Interest Payment Transfers to level 2 December 31, 2023 Sociedade Educacional da Lagoa 25,876 - 6,858 (14,814 ) - 17,920 Phidelis 7,251 - 1,032 - - 8,283 Redação nota 1000 2,650 - 666 - (3,316 ) - Mind Makers 6,600 32,968 1,625 (41,193 ) - - Educbank 13,540 - 602 (14,142 ) - - Start - 4,400 - (4,400 ) - - 55,917 37,368 10,783 (74,549 ) (3,316 ) 26,203 (i) Substantially related to increase of R$ 32,968 in the purchase price of Mind Makers, due to the performance of the business, in accordance with contractual amendment which defined the targets for the payment of earnout. See note 19 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and cash equivalents. | |
Schedule of cash and cash equivalents | December 31, 2023 December 31, 2022 Cash 2 7 Bank account 3,407 6,546 Financial investments (i) 92,455 39,212 95,864 45,765 (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 104 % of the annual CDI rate on December 31, 202 3 ( 103 % on December 31, 202 2 ). 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, 2023 | |
Marketable securities | |
Schedule of marketable securities | Credit Risk December 31, 2023 December 31, 2022 Private investment fund AAA 245,942 31,842 Private investment fund AA - 348,672 245,942 380,514 |
Trade receivables (Tables)
Trade receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade receivables | |
Schedule of trade receivables | December 31, 2023 December 31, 2022 Trade receivables 771,392 711,439 Related Parties (note 21 18,137 7,177 (-) Impairment losses on trade receivables (92,017 ) (69,481 ) 697,512 649,135 |
Schedule of maturities of trade receivables | December 31, 2023 December 31, 2022 Not yet due 541,656 563,005 Past due Up to 30 33,749 19,435 From 31 60 22,933 22,637 From 61 90 25,584 12,193 From 91 180 52,404 42,169 From 181 360 61,782 31,357 Over 360 33,284 20,643 Total past due 229,736 148,434 Related parties (note 21 18,137 7,177 Impairment losses on trade receivables (92,017 ) (69,481 ) 697,512 649,135 |
Schedule of expected credit losses for aging | December 31, 2023 December 31, 2022 Expected credit loss rate (%) Lifetime ECL (R$) Expected credit loss rate (%) Lifetime ECL (R$) Not yet due 3.78% 17,834 1.52% 8,970 Past due Up to 30 11.29% 2,562 9.53% 2,072 From 31 60 17.69% 3,645 14.09% 2,728 From 61 90 24.23% 3,502 19.87% 2,335 From 91 180 40.18% 12,232 29.66% 10,096 From 181 360 67.68% 22,454 48.35% 12,465 Over 360 87.60% 19,467 76.40% 15,434 Total past due 63,862 45,130 Customers in judicial recovery (i) 100% 10,321 100% 15,381 (-) Impairment losses on trade receivables 92,017 69,481 (i) expected credit loss relating to the entirely of Vasta’s receivable with a large retailer that entered bankruptcy proceeding in Brazil . |
Schedule of changes in impairment losses on trade receivables | December 31, 2023 December 31, 2022 December 31, 2021 Opening balance 69,481 46,500 32,055 Additions 62,390 45,904 39,326 Reversals (6,619 ) (288 ) (2,854 ) Write offs (i) (33,235 ) (22,635 ) (22,027 ) Closing balance 92,017 69,481 46,500 (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$ 33,235 as write-off as of December 31, 202 3 (R$ 22,635 as of December 31, 202 2 ). |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Schedule of inventories | December 31, 2023 December 31, 2022 Finished products 218,600 151,534 Work in process 59,659 73,993 Raw materials 16,663 30,773 Imports in progress - 347 Right to returned goods (i) 5,587 9,803 300,509 266,450 (i) 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. |
Equity accounted investees (Tab
Equity accounted investees (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity accounted investees | |
Schedule of composition of investments | Investment type Interest % Equity Fair value Goodwill December 31, 2023 Educbank Associate 45% 24,026 6,672 33,786 64,484 24,026 6,672 33,786 64,484 Investment type Interest % Equity 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 | Educbank December 31, 2021 - Acquisition 87,651 Share of loss equity-accounted investees (4,512 ) December 31, 2022 83,139 Share of loss equity-accounted investees (18,655 ) December 31, 2023 64,484 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | December 31, 2023 December 31, 2022 Weighted average depreciation rate Cost Accumulated depreciation Net book value Cost Accumulated depreciation Net book value IT equipment 10%-33% 83,461 (61,849 ) 21,612 80,263 (43,294 ) 36,969 Furniture, equipment and fittings 10%-33% 54,986 (32,739 ) 22,247 60,920 (36,818 ) 24,102 Property, buildings and improvements 5%-20% 54,372 (43,555 ) 10,817 53,027 (40,381 ) 12,646 In progress - 16,765 - 16,765 4,494 - 4,494 Right of use assets 12% 178,940 (98,932 ) 80,008 257,034 (137,948 ) 119,086 Land - 43 - 43 391 - 391 Total 388,567 (237,075 ) 151,492 456,129 (258,441 ) 197,688 |
Schedule of changes in property, plant and equipment | IT equipment Furniture, equipment and fittings Property, buildings and improvements In progress(ii) 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 36,969 24,102 12,646 4,494 119,086 391 197,688 Additions 2,673 2,298 - 16,565 23,871 - 45,407 Additions through business combinations - 613 183 - - - 796 Disposals / Cancelled contracts (2 ) (1,029 ) (586 ) - (32,348 ) (348 ) (34,313 ) Depreciation (18,028 ) (3,737 ) (5,720 ) - (30,601 ) - (58,086 ) Transfers - - 4,294 (4,294 ) - - - As of December 31, 2023 21,612 22,247 10,817 16,765 80,008 43 151,492 (i) In 2023, the addition of right of use of R$ 23,871 is substantially referred to recognition of a new lease agreement for the property used to offer preparatory course for university entrance exams (“Anglo course”), see the corresponding lease liabilities in note 17. (ii) In 2023 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets and goodwill | December 31, 2023 December 31, 2022 Weighted average depreciation rate Cost Accumulated depreciation Net book value Cost Accumulated depreciation Net book value Software 20% 336,687 (221,986 ) 114,701 263,432 (182,711 ) 80,721 Customer Portfolio 8% 1,198,455 (475,803 ) 722,652 1,201,074 (377,891 ) 823,183 Trademarks 5% 633,154 (140,025 ) 493,129 631,582 (112,967 ) 518,615 Trade Agreement 8% 243,114 (49,049 ) 194,065 247,622 (28,795 ) 218,827 Platform content production 33% 178,033 (121,932 ) 56,101 123,251 (74,881 ) 48,370 Other Intangible assets 33% 11,236 (5,029 ) 6,207 39,423 (32,142 ) 7,281 In progress 0% 6,845 - 6,845 18,958 - 18,958 Goodwill 0% 3,713,863 - 3,713,863 3,711,721 - 3,711,721 6,321,387 (1,013,824 ) 5,307,563 6,237,063 (809,387 ) 5,427,676 |
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 96,045 922,105 546,358 243,495 24,294 7,282 3,991 3,694,798 5,538,368 Additions 12,881 - - - 62,722 17 14,967 - 90,587 Additions through business combinations (note 5 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 80,721 823,183 518,615 218,827 48,370 7,281 18,958 3,711,721 5,427,676 Additions 18,872 - - - 48,599 - 37,821 - 105,292 Additions through business combinations (note 5 - 1,844 1,823 - - - - 2,142 5,809 Disposals (450 ) - - - - (1,071 ) - - (1,521 ) Amortization (34,376 ) (102,375 ) (27,309 ) (24,762 ) (40,868 ) (3 ) - - (229,693 ) Transfers 49,934 - - - - - (49,934 ) - - As of December 31, 2023 114,701 722,652 493,129 194,065 56,101 6,207 6,845 3,713,863 5,307,563 |
Schedule of goodwill allocated to each CGU | December 31, 2023 December 31, 2022 Content and Edtech Platform 3,676,176 3,674,034 Digital Platform (i) 37,687 37,687 3,713,863 3,711,721 (i) Considers the goodwill of R$ 10,728 on the acquisition of the entity Livro Fácil Ltda., merged into Somos Sistemas de Ensino on September 30, 2023 , as mentioned in note 1.2 (b) . |
Schedule of key assumptions used for value-in-use calculations | 2023 2022 Content and EdTech Platform Digital Platform Content and EdTech Platform Digital Platform Growth rate - % 17.0 % 5.4 % 13.7 % 12.5 % Discount rate - % 13.2 % 13.2 % 12.1 % 12.1 % Growth rate (%) in perpetuity 5.2 % 5.2 % 4.7 % 4.7 % Years projected 8 8 8 8 |
Bonds and financing (Tables)
Bonds and financing (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Bonds and financing | |
Schedule of bonds and financing | December 31, 2022 Payment of interest (i) Payment of principal (i) Interest accrued Transaction cost of bonds Transfers December 31, 2023 Bonds with Related Parties 63,325 (40,984 ) (50,885 ) 42,242 - 206 13,904 Bonds 30,454 (77,917 ) - 75,253 1,058 499,011 527,859 Current liabilities 93,779 (118,901 ) (50,885 ) 117,495 1,058 499,217 541,763 Bonds with Related Parties 250,206 - - - - (206 ) 250,000 Bonds 499,011 - - - - (499,011 ) - Non-current liabilities 749,217 - - - - (499,217 ) 250,000 Total 842,996 (118,901 ) (50,885 ) 117,495 1,058 - 791,763 (i) We present below the composition of interest and principal payments considering the issues made: December 31, 2021 Additions (i) Payment of interest Payment of principal 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$250,000 . The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, whose average term has become 36 months . |
Schedule of composition of interest and principal payments of bonds and financing | Issuance Payments Interest Principal SSED 21 6 nd . series 02/15/2023 and 08/14/2023 (7,258 ) (50,885 ) SEDU 21 9 nd series 02/14/2023 and 08/07/2023 (33,726 ) - GAGL 11 02/06/2023 and 08/07/2023 (77,917 ) - Total (118,901 ) (50,885 ) |
Schedule of bonds' description | Subscriber Related Parties Third parties Issuance 9 1 Series 2 nd Single Series Date of issuance 09/28/2022 08/06/2021 Maturity Date 09/28/2025 08/05/2024 First payment after 36 months 35 months Remuneration payment Semi-annual interest Semi-annual interest Financials charges CDI + 2.40% p.a. CDI + 2.30% p.a. Principal amount (in millions of R$) 250 500 |
Schedule of bonds and financing maturities | Maturity of installments December 31, 2023 % December 31, 2022 % On year or less 541,763 68.4 93,779 11.1 One two 250,000 31.6 499,217 59.2 Two three - - 250,000 29.7 Total non-current liabilities 250,000 31.6 749,217 88.9 791,763 100.0 842,996 100.0 |
Suppliers (Tables)
Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Suppliers | |
Schedule of trade suppliers | December 31, 2023 December 31, 2022 Local suppliers 188,814 215,593 Related parties (note 21 11,247 13,781 Copyright 21,230 21,273 Suppliers 221,291 250,647 Reverse Factoring (i) 263,948 155,469 (i) As of December 31, 2023, the balance of reverse factoring was R$ 263,948 (R$ 155,469 as of December 31, 2022), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.05% per month (as of December 31, 2022, the weighted average was 1.27% 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, 2023 | |
Lease liabilities. | |
Schedule of lease liabilities | December 31, 2023 December 31, 2022 Opening balance 140,563 160,542 Additions for new lease agreements (i) 21,103 12,002 Renegotiation 2,768 - Cancelled contracts (ii) (38,386 ) (3,180 ) Interest 12,717 13,143 Payment of interest (11,637 ) (14,941 ) Payment of principal (30,471 ) (27,003 ) 96,657 140,563 Current liabilities 17,078 23,151 Non-current liabilities 79,579 117,412 96,657 140,563 (i) Refers to new lease agreement for the property used to offer preparatory course for university entrance exams (“Anglo course”), in the new location in São Paulo. (ii) Refers to cancellated contract of the previous property used to offer Anglo course. |
Schedule of fixed and variable lease payments | December 31, 2023 December 31, 2022 Fixed Payments 42,108 41,944 Payments related to short-term contracts and low value assets, variable price contracts (note 26 23,943 18,312 66,051 60,256 |
Contractual obligations and d_2
Contractual obligations and deferred income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contractual obligations and deferred income | |
Schedule of contractual obligations and deferred income | December 31, 2023 December 31, 2022 Refund liability (i) 32,613 51,533 Contract of exclusivity for processing payroll 202 587 Deferred income in leaseback agreement - 4,075 Other contractual obligations - 1,657 32,815 57,852 Current 32,815 57,852 Non-current - - 32,815 57,852 (i) Refers to the customer’s right to return goods. T he Company business cycle is from October to September for each year . |
Accounts payable for business_2
Accounts payable for business combination and acquisition of associates (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts payable for business combination and acquisition of associates | |
Schedule of accounts payable for business combination | December 31, 2023 December 31, 2022 Pluri - 3,653 Mind Makers - 7,915 Livro Fácil - 10,516 Meritt 300 300 SEL 17,920 30,267 Redação Nota 1000 4,610 6,030 EMME 8,500 10,827 Editora De Gouges 570,027 514,299 Phidelis 12,763 16,976 Educbank - 24,494 614,120 625,277 Current 216,728 73,007 Non-current 397,392 552,270 614,120 625,277 |
Schedule of changes in accounts payable for business combination | December 31, 2023 December 31, 2022 Opening balance 625,277 532,313 Net additions (i) 28,043 120,344 Cash payment (4,100 ) (80,939 ) Payments in installments (92,152 ) (11,379 ) Interest payment (8,096 ) (603 ) Interest adjustment 65,207 65,725 Remeasurement (59 ) (184 ) Closing balance 614,120 625,277 (i) As of December 31, 2023 the purchase price of Escola Start , in the amount of R$ 4,481 5 and the price adjustment in the acquisition of companies, in the amount of R$ 23,562 i ) increase of R$32,968 in the purchase price of Mind Makers, due to the performance of the business, considering the number of students who used the products made available by this entity in April 2023, in accordance with the 4 th contractual amendment, which defined the targets for the payment of earnout, and (ii) reduction of R$9,406 in the price of the company Editora de Gouges (“Eleva”), as a result of the review of the net debt provided for in the shareholder’s agreement. |
Schedule of maturities of accounts payable for business combination | The maturity years of such balances as of December 31, 202 3 are shown in the table below: December 31, 2023 December 31, 2022 Maturity of installments Total % Total % In up to one 216,728 35.3 % 73,007 11.7 % One two 196,406 32.0 % 389,187 62.2 % Two three 200,986 32.7 % 163,083 26.1 % 397,392 64.7 % 552,270 88.3 % 614,120 100.0 % 625,277 100.0 % |
Salaries and Social Contribut_2
Salaries and Social Contribution (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Salaries and Social Contribution | |
Schedule of salaries and social contribution | December 31, 2023 December 31, 2022 Salaries payable 28,108 28,351 Social contribution payable (i) 25,327 25,205 Provision for vacation pay 22,379 21,454 Provision for profit sharing (ii) 28,592 25,047 104,406 100,057 (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 according to the Company’s share price. (ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Board of Directors. |
Related parties (Tables)
Related parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related parties | |
Schedule of balances with related parties | December 31, 2023 Other receivables (i) Trade receivables (note 10 21 Indemnification asset (note 21 Other liabilities (ii) Suppliers (note 16 Bonds (note 15 Cogna Educação S.A. - - 203,942 2,696 - 263,904 Editora Ática S.A. 4,424 6,536 - 12,334 6,286 - Editora E Distribuidora Educacional S.A. 1,256 477 - - - - Editora Scipione S.A. 87 2,112 - - 40 - Maxiprint Editora Ltda. 1 4,659 - - - - Saraiva Educação S.A. 1,099 3,495 - 19 4,262 - Somos Idiomas S.A. 146 2 - - - - Others 144 856 - 11 659 - 7,157 18,137 203,942 15,060 11,247 263,904 (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 Group December 31, 2022 Other receivables Trade receivables (note 10 21 Indemnification asset (note 21 Other liabilities 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 |
Schedule of transactions with related parties | Year ended December 31, 2023 Year ended December 31, 2022 Year ended December 31, 2021 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 Sublease (note 21 Acel Administracao De Cursos Educacionais Ltda. - - - - - - - - 2,790 - - - Centro Educacional Leonardo Da Vinci SS - - - - - - - - 41 - - - Cogna Educação S.A. - 42,242 - - - 36,573 - - - 25,859 - - Colégio Ambiental Ltda - - - - - - - - 496 - - - Colégio Cidade Ltda - - - - - - - - 146 - - - Colegio JAO Ltda. - - - - - - - - 1,582 - - - Colégio Manauara Lato Sensu Ltda. - - - - - - - - 1,903 - - - Colégio Manauara Cidade Nova Ltda - - - - - - - - 275 - Colégio Motivo Ltda. - - - - - - - - 35 - - - Colégio Visão Ltda - - - - - - - - 287 - - - Cursos e Colégio Coqueiros Ltda - - - - - - - - 268 - - - Ecsa Escola A Chave Do Saber Ltda. - - - - - - - - 593 - - - Editora Atica S.A. 12,833 - 43,452 9,700 16,286 - 5,757 8,551 5,374 - 6,130 13,153 Editora E Distribuidora Educacional SA. 622 - - - - - 29,475 - - - 31,384 - Editora Scipione SA. 3,781 - - - 3,096 - - - 1,341 - - - Escola Mater Christi - - - - - - - - 311 - - - Escola Riacho Doce Ltda - - - - - - - - 77 - - - Maxiprint Editora Ltda. 9,884 - - - 6,665 - - - 1,107 - - - Nucleo Brasileiro de Estudos Avancados Ltda - - - - - - - - 276 - - - Papelaria Brasiliana Ltda - - - - - - - - 249 - - - Saber Serviços Educacionais S.A. - - - - 41 - - - 900 - - - Saraiva Educacao SA. 5,613 - - 2,775 4,090 - - 1,905 2,405 - - 2,528 Sistema P H De Ensino Ltda. - - - - - - - - 4,417 - - - Sociedade Educacional Alphaville SA - - - - - - - - 414 - - - Sociedade Educacional Doze De Outubro Ltda - - - - - - - - 360 - - - Sociedade Educacional Neodna Cuiaba Ltda. - - - - - - - - 224 - - - SOE Operações Escolares SA. - - - - - - - - 1,086 - - - Somos Idiomas Ltda - - - 596 641 - - 2,591 - - - 258 Somos Operações Escolares SA. - - - - - - - - 243 - - - SSE Serviços Educacionais Ltda. 1,830 - - - 863 - - - 1,463 - - - 34,563 42,242 43,452 13,071 31,682 36,573 35,232 13,047 28,663 25,859 37,514 15,939 (i) Refers to debentures interest; see note 15. |
Schedule of commercial lease and sublease agreements with related parties | i. 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$44 60 months from the agreement date Inflation index Pernambuco (Recife) ii. Commercial sublease agreement Entity (Sublessor) Counterparty to the sublease agreement (Sublessee) Monthly payments Maturity Rate State of the property in use Editora e Distribuidora Educacional S.A. (“EDE”) Somos Sistemas de Ensino S.A. R$ 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) |
Schedule of key management personnel compensation expenses | The Key management personnel compensation expenses comprised the following: December 31, 2023 December 31, 2022 December 31, 2021 Short-term employee benefits 10,482 10,786 4,685 Share-based compensation plan 7,532 9,640 8,305 18,014 20,426 12,990 |
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, 2023 | |
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts | |
Schedule of contingent liabilities | December 31, 2023 December 31, 2022 Taxes 5,413 3,513 Labor (i) 24,988 9,966 Civil 10,614 4,473 Total 41,015 36,613 (i) The most relevant lawsuit involves a labor claim related to the payment of termination benefits and other labor charges amounting to R$18,661. The Company was included in the legal process by the Court, on the allegation that it was part of an Economic Group. There has never been any corporate, legal, or hierarchical relationship between the Company and the defendant. |
Schedule of changes in provision for contingent liabilities | December 31, 2022 Additions Reversals Interest Payments December 31, 2023 Tax proceedings (i) 623,189 - (1,286 ) 54,352 - 676,255 Labor proceedings (ii) 27,567 5,054 (13,589 ) 3,977 (1,394 ) 21,615 Civil proceedings 496 189 (509 ) 39 (95 ) 120 Total 651,252 5,243 (15,384 ) 58,368 (1,489 ) 697,990 Finance expense - - (58,265 ) General and administrative expenses (5,223 ) 14,834 - Income tax and social contribution - 27 - Total (5,223 ) 14,861 (58,265 ) Indemnification asset - Former owner (20 ) 523 (103 ) Total (5,243 ) 15,384 (58,368 ) (i) Primarily refers to income tax positions taken by and the Company in connection with a corporate restructuring held by the predecessor in 2010 , In 2018 , given a tax assessment via an Infraction Notice received by the predecessor for certain periods opened for tax audit coupled with unfavorable case law on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties. (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. December 31, 2021 Business combination Additions Reversals Interest Payments December 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 ) |
Schedule of judicial deposits and escrow accounts | December 31, 2023 December 31, 2022 Tax proceedings 1,899 2,126 Indemnification asset -Former owner 1,347 1,801 Indemnification asset – Related parties (i) 203,942 180,417 Escrow-account - 10,515 207,188 194,859 (i) Refers to an indemnification asset of the seller (Cogna) and recognized at the date of the business combination, of the acquisition of Somos, 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$ (R$ 180,417 on December 31, 2022). This asset is indexed to CDI (Certificates of Interbank Deposits). |
Current and Deferred Income T_2
Current and Deferred Income Tax and Social Contribution (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Current and Deferred Income Tax and Social Contribution | |
Schedule of reconciliation of income tax and social contribution expense | As of December 31, 2023 As of December 31, 2022 As of December 31, 2021 Loss before income tax and social contribution for the year (119,705 ) (105,687 ) (155,843 ) Nominal statutory rate of income tax and social contribution 34 % 34 % 34 % IRPJ and CSLL calculated at the nominal rates 40,700 35,934 52,987 Share of loss equity-accounted investees (6,343 ) (1,534 ) - Permanent additions 1,981 (8,292 ) (7,265 ) Additional IRPJ - - 24 Difference in presumed profit rate of subsidiary 362 3,617 - Tax Contingencies IRPJ and CSLL 27 23,703 - Impairment write-off on tax loss carryforward - (2,314 ) (8,657 ) Total IRPJ and CSLL 36,727 51,114 37,089 Current IRPJ and CSLL in the result 331 10,668 (11,297 ) Deferred IRPJ and CSLL in the result 36,396 40,446 48,386 36,727 51,114 37,089 Effective tax rate of Income and social contribution tax benefit 31 % 48 % 24 % |
Schedule of changes in deferred income tax and social contribution assets and liabilities | As of December 31, 2022 Deferred tax on business combination Effect on profit and loss As of December 31, 2023 Income tax/social contribution: Income tax and social contribution losses carryforwards (ii) 422,240 - 172,121 594,361 Temporary Differences: Impairment losses on trade receivables 20,472 - 7,540 28,012 Provision for obsolete inventories 3,346 - (247 ) 3,099 Imputed interest on suppliers (5,548 ) - 4,342 (1,206 ) Provision for risks of tax, civil and labor losses 20,445 - (31,382 ) (10,937 ) Refund liabilities and right to returned goods 15,818 - (7,397 ) 8,421 Right of use assets 50,531 - ( 19,230 ) 31,301 Lease Liabilities ( ) - 16,911 (25,684 ) Fair value adjustments on business combination and goodwill amortization (i) (358,454 ) (1,794 ) (110,094 ) (470,342 ) Other temporary difference 44,596 - 3,832 48,428 Deferred Assets, net 170,851 (1,794 ) 36,396 205,453 (i) Goodwill and fair value adjustments on business combination comprise three (ii) The Company’s income tax and social contribution loss are primarily the result of tax amortization of goodwill and the amortization of certain intangibles recognized related to the business combination in 2018 have a limitation for use of 30% of taxable profit generated in each year and do not expire. The tax benefit is expected to be realized over an estimated 6-year period beginning in 2026 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 307,319 114,921 422,240 Temporary Differences: Impairment losses on trade receivables 13,010 7,462 20,472 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 |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholder's Equity | |
Schedule of changes in number of shares in share capital | Class A Shares (units) Class B Shares (units) Total Free float Treasury shares (note 24.4 December 31,2022 18,213,794 1,000,000 64,436,093 83,649,887 ILP exercised (i) 240,724 - - 240,724 Treasury shares - (240,724 ) - (240,724 ) Treasury shares purchased (1,888,376 ) 1,888,376 - - December 31,2023 16,566,142 2,647,652 64,436,093 83,649,887 (i) Refers to exercised shares during the year, totaling R$ 330,233, net of withholding taxes (27.5%). |
Schedule of Company’s shareholders | In units Company Shareholders Class A Class B Total Cogna Group - 64,436,093 64,436,093 Free Float 16,566,142 - 16,566,142 Treasury shares (Note 24.4 2,647,652 - 2,647,652 Total (%) 23 % 77 % 83,649,887 |
Schedule of earning per share | December 31, 2023 December 31, 2022 December 31, 2021 Loss Attributable to Shareholder´s (83,772 ) (54,573 ) (118,754 ) Weighted average number of ordinary shares outstanding (thousands) 82,349 82,444 82,254 Basic loss per share - R$ (1.02 ) (0.66 ) (1.44 ) Diluted loss per share - R$ (1.02 ) (0.66 ) (1.44 ) |
Net Revenue from sales and Se_2
Net Revenue from sales and Services (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net Revenue from sales and Services | |
Schedule of revenue by categories | December 31, 2023 December 31, 2022 December 31, 2021 Net revenue Learning Systems 958,674 848,531 588,168 Complementary Education Services 196,035 145,949 92,390 Textbooks 123,358 126,679 123,143 Other products and services (i) 208,206 143,121 143,717 Total 1,486,273 1,264,280 947,419 Sales 1,440,259 1,229,827 914,266 Services 46,014 34,453 33,153 Total 1,486,273 1,264,280 947,419 (i) In 2023 |
Costs and Expenses by Nature (T
Costs and Expenses by Nature (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Costs and Expenses by Nature | |
Schedule of costs and expenses by nature | December 31, 2023 December 31, 2022 December 31, 2021 Raw materials and productions costs (339,018 ) (232,826 ) (185,862 ) Salaries and payroll charges (307,948 ) (281,894 ) (274,581 ) Depreciation and amortization (287,779 ) (268,714 ) (211,156 ) Copyright (96,596 ) (72,348 ) (58,885 ) Advertising and publicity (68,194 ) (68,708 ) (77,655 ) Impairment losses on trade receivables (55,771 ) (45,904 ) (32,726 ) Editorial costs (40,412 ) (49,329 ) (71,705 ) Third-party services (37,002 ) (47,667 ) (25,758 ) Other operating expenses - price adjustment (note 19 i) (23,562 ) - - Consulting and advisory services (30,617 ) (34,166 ) (23,395 ) Travel (28,516 ) (23,577 ) (8,747 ) Rent and condominium fees (23,943 ) (18,312 ) (17,775 ) Obsolete inventories (22,006 ) (40,924 ) (22,117 ) Utilities, cleaning, and security (15,760 ) (20,087 ) (25,505 ) Other operating expenses (4,522 ) (808 ) (61 ) Taxes and contributions (4,015 ) (1,777 ) (2,808 ) Material (3,024 ) (6,263 ) (3,523 ) Other general and administrative expenses (378 ) (358 ) - Other operating income 13,699 1,828 5,615 Income from lease and sublease agreements with related parties 13,071 13,047 15,939 Reversal for tax, civil and labor risks 9,611 15,099 1,986 (1,352,682 ) (1,183,688 ) (1,018,719 ) Cost of goods sold and services (570,907 ) (473,135 ) (396,829 ) Commercial expenses (246,096 ) (194,043 ) (164,439 ) General and administrative expenses (465,523 ) (471,626 ) (430,279 ) Impairment loss on accounts receivable (55,771 ) (45,904 ) (32,726 ) Other operating income 13,699 1,828 5,615 Other operating expenses (28,084 ) (808 ) (61 ) (1,352,682 ) (1,183,688 ) (1,018,719 ) |
Finance result (Tables)
Finance result (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finance result | |
Schedule of finance result (net) | December 31, 2023 December 31, 2022 December 31, 2021 Finance income Income from financial investments and marketable securities (i) 40,155 54,954 26,719 Finance income from indemnification assets and contingencies (ii) 23,723 31,077 6,818 Other finance income 6,409 2,526 2,103 70,287 88,557 35,640 Finance costs Interest on bonds and financing (117,495 ) (108,896 ) (43,549 ) Interest on account payables for business combinations (65,207 ) (65,725 ) (8,158 ) Interest on suppliers (38,228 ) (19,810 ) (6,609 ) Interest on Loans from related parties - - (157 ) Bank and collection fees (5,715 ) (3,891 ) (6,587 ) Interest on provision for tax, civil and labor losses (58,265 ) (52,891 ) (34,300 ) Interest on Lease Liabilities (12,717 ) (13,143 ) (14,984 ) Other finance costs (7,301 ) (5,968 ) (5,839 ) (304,928 ) (270,324 ) (120,183 ) Financial Result (net) (234,641 ) (181,767 ) (84,543 ) (i) Refers to income from marketable securities indexed at CDI. (ii) Refers to finance 22 ( Predecessor) by Group ( Parent Company). |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details 1 - Textuals) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 BRL (R$) | Dec. 31, 2022 | Mar. 03, 2023 BRL (R$) | Jul. 19, 2022 BRL (R$) INSTALLMENTS | |
The Company and Basis of Presentation | ||||
Number of Reportable Segments | 2 | |||
Digital Services Platform | ||||
The Company and Basis of Presentation | ||||
Percentage of total net revenues | 10% | |||
Livraria Livro Facil Ltda.("Livro Fácil") | ||||
The Company and Basis of Presentation | ||||
Interest in subsidaries | 0% | 100% | ||
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | ||||
The Company and Basis of Presentation | ||||
Interest in subsidaries | 100% | 100% | ||
Educbank Gestao de Pagamentos Educacionais S.A. ("Educbank") | ||||
The Company and Basis of Presentation | ||||
Percentage of equity interests acquired | 45% | |||
Consideration transferred | R$ 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 ("Flex Flix") | ||||
The Company and Basis of Presentation | ||||
Percentage of equity interests acquired | 10% | |||
Consideration paid in cash | R$ 8271 | |||
Escola Start Ltda. ("Start") | ||||
The Company and Basis of Presentation | ||||
Consideration transferred | R$ 2806 | |||
Escola Start Ltda. ("Start") | Somos Sistemas de Ensino S.A. ("Somos Sistemas") | ||||
The Company and Basis of Presentation | ||||
Percentage of equity interests acquired | 51% | |||
Consideration transferred | R$ 4414 | |||
Consideration paid in cash | 4,100 | |||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 1608 |
Basis of preparation and pres_3
Basis of preparation and presentation of Consolidated Financial Statements (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | ||
The Company and Basis of Presentation | ||
Interest % | 100% | 100% |
Livraria Livro Facil Ltda.("Livro Fácil") | ||
The Company and Basis of Presentation | ||
Interest % | 0% | 100% |
A & R Comercio e Servicos de Informatica Ltda. ("Pluri") | ||
The Company and Basis of Presentation | ||
Interest % | 100% | 100% |
Colegio Anglo Sao Paulo Ltda. ("Anglo Sao 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% | 100% |
MVP Consultoria e Sistemas Ltda. (“MVP”) | ||
The Company and Basis of Presentation | ||
Interest % | 100% | 100% |
Sociedade Educacional da Lagoa Ltda (“SEL”) | ||
The Company and Basis of Presentation | ||
Interest % | 100% | 100% |
EMME – Producoes de Materiais em Multimídia Ltda ("EMME") | ||
The Company and Basis of Presentation | ||
Interest % | 100% | 100% |
Escola Start Ltda. ("Start") | ||
The Company and Basis of Presentation | ||
Interest % | 51% | 0% |
Use of estimates and judgemen_2
Use of estimates and judgements (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Use of estimates and judgements | |
Sales Return Term from Delivery Date | 4 months |
Material accounting policies,_4
Material accounting policies, new accounting standards and new and not yet effective accounting standards (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
Material accounting policies,_5
Material accounting policies, new accounting standards and new and not yet effective accounting standards (Details 2) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
Material accounting policies,_6
Material accounting policies, new accounting standards and new and not yet effective accounting standards (Details 3) R$ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 BRL (R$) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 BRL (R$) shares | Dec. 31, 2021 BRL (R$) shares | |
Disclosure of classes of share capital [line items] | ||||
Maximum maturity period of cash and cash equivalents | 3 months | 3 months | ||
Period of lease term of short-term leases | 12 months | 12 months | ||
Share capital | R$ | R$ 4820815 | R$ 4820815 | ||
Share capital (in shares) | 81,002,235 | |||
Capital Reserve | R$ | R$ 89627 | 80,531 | ||
Acquisition of shares upon repurchase program | R$ | R$ 39931 | 23,880 | R$ 23880 | |
Number of shres acquired upon repurchase program | 2,647,652 | 2,647,652 | ||
Minimum Period of contract for sale of textbooks and learning systems (in years) | 3 years | 3 years | ||
Maximum Period of contract for sale of textbooks and learning systems (in years) | 5 years | 5 years | ||
Sales Return Term from Delivery Date | 4 months | 4 months | ||
Tax effect of revenues exempt from taxation | R$ | R$ 0 | |||
Nominal statutory rate on service revenues (as a percent) | 9.25% | 9.25% | ||
Municipal service tax, statutory rate (as a percent) | 5% | 5% | ||
Treasury shares | R$ | R$ 59525 | 23,880 | ||
Treasury shares [member] | ||||
Disclosure of classes of share capital [line items] | ||||
Share capital (in shares) | 1,888,376 | |||
Acquisition of shares upon repurchase program | R$ 39931 | $ 8,036 | R$ 23880 | 23,880 |
Number of shres acquired upon repurchase program | 2,647,652 | 2,647,652 | 1,000,000 | |
Treasury shares | R$ | R$ 59525 | |||
Cogna Group | ||||
Disclosure of classes of share capital [line items] | ||||
Share capital | R$ | 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) | 16,566,142 | |||
Class A common shares | Treasury shares [member] | ||||
Disclosure of classes of share capital [line items] | ||||
Share capital (in shares) | 1,888,376 | |||
Acquisition of shares upon repurchase program | R$ 39931 | $ 8,036 | R$ 23880 | R$ 23880 |
Number of shres acquired upon repurchase program | 1,000,000 | 1,000,000 |
Business Combinations (Details)
Business Combinations (Details) - Escola Start Ltda. ("Start") R$ in Thousands | Dec. 31, 2023 BRL (R$) | |
Current assets | ||
Cash and cash equivalents | R$ 888 | |
Trade receivables | 986 | [1] |
Inventories | 349 | |
Other receivables | 226 | |
Total current assets | 2,449 | |
Non-current assets | ||
Property, plant and equipment | 796 | |
Intangible assets | 3,667 | |
Intangible assets - Customer Portfolio | 1,844 | [2] |
Intangible assets – Trademarks | 1,823 | [3] |
Total non-current assets | 4,463 | |
Total Assets | 6,912 | |
Current liabilities | ||
Contractual obligations and deferred income | 2,766 | |
Deferred income tax and social contribution | 1,794 | |
Other liabilities | 940 | |
Total current liabilities | 5,500 | |
Non-current liabilities | ||
Other liabilities | 16 | |
Tax Installments | 93 | |
Total non-current liabilities | 109 | |
Total liabilities | 5,609 | |
Net identifiable assets at fair value (A) | 1,303 | |
Total Consideration transferred (B) | 2,806 | |
Non-controlling interest acquired (49%) (B) | 639 | |
Goodwill (B – A) | R$ 2142 | [4] |
[1] Accounts receivable from customers comprise gross contractual amounts due of R$ 1,038 , of which R$ 52 were uncollectible on the acquisition date. As a result of purchase price allocation, the Company identified R$ 1,844 in customer portfolio based on receivables expectation around 8% per year. As a result of the purchase price allocation, the Company identified R$ 1,823 in trademarks, over their estimated useful lives of 13 years. 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. |
Business Combinations (Detail_2
Business Combinations (Details) (Parenthetical) - Escola Start Ltda. ("Start") - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Mar. 03, 2023 | Dec. 31, 2023 | ||
Business Combinations | |||
Non-controlling interest acquired | 49% | 49% | |
Useful life measured as period of time, intangible assets other than goodwill | 13 years | ||
Intangible assets - Customer Portfolio | [1] | R$ 1844 | |
Intangible assets – Trademarks | [2] | 1,823 | |
Inventories | 349 | ||
Accounts receivable from customers, gross contractual amounts | 1,038 | ||
Accounts receivable from customers which were uncollectible on the acquisition date | 52 | ||
Trademark Related Intangible Assets Recognised As Of Acquisition Date | 1,823 | ||
Customer Portfolio [member] | |||
Business Combinations | |||
Intangible assets - Customer Portfolio | R$ 1844 | ||
Percentage of receivables | 8% | ||
[1] As a result of purchase price allocation, the Company identified R$ 1,844 in customer portfolio based on receivables expectation around 8% per year. As a result of the purchase price allocation, the Company identified R$ 1,823 in trademarks, over their estimated useful lives of 13 years. |
Business Combinations (Details
Business Combinations (Details 1 - Textual) R$ in Thousands | 12 Months Ended | ||
Mar. 03, 2023 BRL (R$) INSTALLMENTS | Dec. 31, 2023 BRL (R$) | Dec. 31, 2022 BRL (R$) | |
Business Combinations | |||
Interest rate basis | 100% of the DI | CDI | |
Phidelis | |||
Business Combinations | |||
Liabilities incurred | R$ 12733 | ||
Escola Start Ltda. [member] | |||
Business Combinations | |||
Consideration transferred, acquisition-date fair value | R$ 2806 | ||
Revenue from the date of acquisition | 10,101 | ||
Net profit (loss) from the date of acquisition | 1,747 | ||
Combined net revenue from sales and services | 1,487,956 | ||
Combined net profit (loss) | 79,595 | ||
Liabilities incurred | R$ 1698 | ||
Proportion of ownership interests held by non-controlling interests | 49% | 49% | |
Exercise Price Of Purchase Option | R$ 11700 | ||
Escola Start Ltda. [member] | Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |||
Business Combinations | |||
Consideration transferred, acquisition-date fair value | 4,414 | ||
Consideration paid in cash | 4,100 | ||
Business Combination, Remaining consideration to be transferred, acquisition-date fair value | R$ 1608 | ||
Percentage of voting equity interests acquired | 51% | ||
Consideration To Be Transferred Acquisition Date Fair Value | R$ 2806 | ||
Number of installments for consideration payment | INSTALLMENTS | 2 | ||
Liabilities incurred | R$ 314 |
Financial Risk Management (Deta
Financial Risk Management (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Mar. 03, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Market risk - cash flow interest rate risk | ||||
Financing and Lease Liabilities | R$ 96657 | R$ 140563 | R$ 160542 | |
Accounts Payable for Business Combination and acquisition of associates | R$ 614120 | 625,277 | R$ 532313 | |
Interest rate basis | 100% of the DI | CDI | ||
Private Bonds – 6th Issuance – series 2 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | R$ 0 | 53,688 | ||
Private Bonds – 9th Issuance – series 2 | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | 263,904 | 259,843 | ||
Bonds – 1st Issuance – single | ||||
Market risk - cash flow interest rate risk | ||||
Bonds | 527,859 | 529,465 | ||
Market risk - cash flow interest rate risk | ||||
Market risk - cash flow interest rate risk | ||||
Financing and Lease Liabilities | 96,657 | 140,563 | ||
Accounts Payable for Business Combination and acquisition of associates | 614,120 | 625,277 | ||
Amount under interest rate contract | R$ 1502540 | R$ 1608836 | ||
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 | |||
Adjustment to 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 – 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds and financing | R$ 791763 | R$ 842996 | R$ 831226 | |||
Lease Liabilities | 96,657 | 140,563 | 160,542 | |||
Accounts Payable for business combination and acquisition of associates | 614,120 | 625,277 | 532,313 | |||
Suppliers | 221,291 | |||||
Reverse Factoring | 263,948 | |||||
Other liabilities - related parties | 15,060 | [1] | 54 | |||
Financial liabilities by maturity ranges | 2,002,839 | |||||
Capital Management | ||||||
Net debt (i) | [2] | 1,906,975 | 1,969,241 | |||
Total shareholder’' equity | 4,520,791 | 4,629,679 | R$ 4665209 | R$ 4785317 | ||
Total capitalization (ii) | [3] | R$ 2613816 | R$ 2660438 | |||
Gearing ratio - % - (iii) | [4] | 73% | 74% | |||
Undiscounted contractual amounts | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds and financing | R$ 895459 | |||||
Lease Liabilities | 101,124 | |||||
Accounts Payable for business combination and acquisition of associates | 694,552 | |||||
Suppliers | 250,273 | |||||
Reverse Factoring | 298,517 | |||||
Other liabilities - related parties | 17,032 | |||||
Financial liabilities by maturity ranges | 2,256,957 | |||||
In up to one year [member] | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds and financing | 541,763 | |||||
Lease Liabilities | 17,078 | |||||
Accounts Payable for business combination and acquisition of associates | 216,728 | R$ 73007 | ||||
Suppliers | 221,291 | |||||
Reverse Factoring | 263,948 | |||||
Other liabilities - related parties | 15,060 | |||||
Financial liabilities by maturity ranges | 1,275,868 | |||||
In up to one year [member] | Undiscounted contractual amounts | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds and financing | 612,717 | |||||
Lease Liabilities | 17,867 | |||||
Accounts Payable for business combination and acquisition of associates | 245,113 | |||||
Suppliers | 250,273 | |||||
Reverse Factoring | 298,517 | |||||
Other liabilities - related parties | 17,032 | |||||
Financial liabilities by maturity ranges | 1,441,519 | |||||
One to two years [member] | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds and financing | 250,000 | |||||
Lease Liabilities | 16,631 | |||||
Accounts Payable for business combination and acquisition of associates | 196,406 | R$ 389187 | ||||
Suppliers | 0 | |||||
Reverse Factoring | 0 | |||||
Other liabilities - related parties | 0 | |||||
Financial liabilities by maturity ranges | 463,037 | |||||
One to two years [member] | Undiscounted contractual amounts | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds and financing | 282,742 | |||||
Lease Liabilities | 17,400 | |||||
Accounts Payable for business combination and acquisition of associates | 222,130 | |||||
Suppliers | 0 | |||||
Reverse Factoring | 0 | |||||
Other liabilities - related parties | 0 | |||||
Financial liabilities by maturity ranges | 522,272 | |||||
Over two years | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds and financing | 0 | |||||
Lease Liabilities | 62,948 | |||||
Accounts Payable for business combination and acquisition of associates | 200,986 | |||||
Suppliers | 0 | |||||
Reverse Factoring | 0 | |||||
Other liabilities - related parties | 0 | |||||
Financial liabilities by maturity ranges | 263,934 | |||||
Over two years | Undiscounted contractual amounts | ||||||
Disclosure of maturity analysis for non-derivative financial liabilities [line items] | ||||||
Bonds and financing | 0 | |||||
Lease Liabilities | 65,857 | |||||
Accounts Payable for business combination and acquisition of associates | 227,309 | |||||
Suppliers | 0 | |||||
Reverse Factoring | 0 | |||||
Other liabilities - related parties | 0 | |||||
Financial liabilities by maturity ranges | R$ 293166 | |||||
[1] Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Group Net debt comprises financial liabilities (note 7 Refers to the difference between Shareholders’ Equity and Net debt. The Gearing Ratio is calculated based on Net Debt/Total Capitalization. |
Financial Risk Management (De_3
Financial Risk Management (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Mar. 03, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Sensitivity analysis | ||||
Interest rate basis | 100% of the DI | CDI | ||
Financial Assets | R$ 92455 | R$ 39212 | ||
Marketable securities | 245,942 | 380,514 | ||
Accounts Payable for Business Combination and acquisition of associates | (614,120) | (625,277) | R$ 532313 | |
Lease liabilities | (96,657) | (140,563) | (160,542) | |
Bonds and financing | (791,763) | R$ 842996 | R$ 831226 | |
Total | R$ 2002839 | |||
Percentage of deterioration of the projected rates | 0% | |||
100% of IPCA | ||||
Sensitivity analysis | ||||
Interest rate basis | IPCA | |||
Percentage of interest rate basis | 100% | |||
CDI | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 0% | |||
IPCA | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 0% | |||
Base Scenario | CDI | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 13.10% | |||
Base Scenario | IPCA | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 4.62% | |||
Scenario I | CDI | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 11.13% | |||
Percentage of deterioration of the projected rates | 15% | |||
Scenario I | IPCA | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 3.93% | |||
Scenario II | CDI | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 9.17% | |||
Percentage of deterioration of the projected rates | 30% | |||
Scenario II | IPCA | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 3.23% | |||
Probable scenario over a 12-month horizon | ||||
Sensitivity analysis | ||||
Financial Assets | R$ 92455 | |||
Marketable securities | 245,942 | |||
Total | 338,397 | |||
Accounts Payable for Business Combination and acquisition of associates | (614,120) | |||
Lease liabilities | (96,657) | |||
Bonds and financing | (791,763) | |||
Total | (1,502,540) | |||
Net exposure | R$ 1164143 | |||
Percentage of deterioration of the projected rates | 0% | |||
Probable scenario over a 12-month horizon | 104% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 104% | |||
Probable scenario over a 12-month horizon | 102% of CDI | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Percentage of interest rate basis | 102% | |||
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 + 2.30% | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 2.30% | |||
Probable scenario over a 12-month horizon | CDI | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 0% | |||
Probable scenario over a 12-month horizon | IPCA | ||||
Sensitivity analysis | ||||
Interest rate -% p.a | 0% | |||
Probable scenario over a 12-month horizon | Base Scenario | ||||
Sensitivity analysis | ||||
Interest rate basis | CDI | |||
Adjustment to interest rate basis | 13.10% | |||
Short-term investments, Potential gain (loss) | R$ 12109 | |||
Marketable securities, Potential gain (loss) | 32,211 | |||
Total Financial Assets, Potential gain (loss) | 44,320 | |||
Accounts Payable for Business Combination and acquisition of associates, Potential gain (loss) | (80,431) | |||
Lease liabilities, Potential gain (loss) | (4,467) | |||
Bonds and financing, Potential gain (loss) | (103,696) | |||
Total Financial Liabilities, Potential gain (loss) | (188,594) | |||
Net exposure, Potential gain (loss) | R$ 144274 | |||
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$ 10293 | |||
Marketable securities, Potential gain (loss) | 27,379 | |||
Total Financial Assets, Potential gain (loss) | 37,672 | |||
Accounts Payable for Business Combination and acquisition of associates, Potential gain (loss) | (68,366) | |||
Lease liabilities, Potential gain (loss) | (3,797) | |||
Bonds and financing, Potential gain (loss) | (88,142) | |||
Total Financial Liabilities, Potential gain (loss) | (160,305) | |||
Net exposure, Potential gain (loss) | R$ 122633 | |||
Percentage of deterioration of the projected rates | (15.00%) | |||
Probable scenario over a 12-month horizon | Scenario II | ||||
Sensitivity analysis | ||||
Short-term investments, Potential gain (loss) | R$ 8476 | |||
Marketable securities, Potential gain (loss) | 22,548 | |||
Total Financial Assets, Potential gain (loss) | 31,024 | |||
Accounts Payable for Business Combination and acquisition of associates, Potential gain (loss) | (56,302) | |||
Lease liabilities, Potential gain (loss) | (3,127) | |||
Bonds and financing, Potential gain (loss) | (72,587) | |||
Total Financial Liabilities, Potential gain (loss) | (132,016) | |||
Net exposure, Potential gain (loss) | R$ 100992 | |||
Percentage of deterioration of the projected rates | (30.00%) |
Financial Risk Management (De_4
Financial Risk Management (Details 4 - Textuals) R$ in Thousands | 12 Months Ended | ||
Mar. 03, 2023 | Sep. 28, 2022 BRL (R$) | Dec. 31, 2023 ITEM | |
Sensitivity analysis | |||
Interest rate basis | 100% of the DI | CDI | |
Percentage of deterioration of the projected rates | 0% | ||
Number of stressing scenarios | ITEM | 2 | ||
Probable scenario over a 12-month horizon | |||
Sensitivity analysis | |||
Percentage of deterioration of the projected rates | 0% | ||
Probable scenario over a 12-month horizon | Base Scenario | |||
Sensitivity analysis | |||
Adjustment to interest rate basis | 13.10% | ||
Interest rate basis | CDI | ||
Percentage of deterioration of the projected rates | 0% | ||
Probable scenario over a 12-month horizon | Scenario I | |||
Sensitivity analysis | |||
Percentage of deterioration of the projected rates | (15.00%) | ||
Probable scenario over a 12-month horizon | Scenario II | |||
Sensitivity analysis | |||
Percentage of deterioration of the projected rates | (30.00%) | ||
IPCA | |||
Sensitivity analysis | |||
Estimated interest rate (as a percent) | 4.62% | ||
CDI | |||
Sensitivity analysis | |||
Estimated interest rate (as a percent) | 13.10% | ||
CDI | Scenario I | |||
Sensitivity analysis | |||
Percentage of deterioration of the projected rates | 15% | ||
CDI | Scenario II | |||
Sensitivity analysis | |||
Percentage of deterioration of the projected rates | 30% | ||
Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |||
Sensitivity analysis | |||
Issued simple debentures, not convertible | R$ 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 | 36 months |
Financial Instruments by Cate_3
Financial Instruments by Category (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Liabilities | |||
Total financial liabilities | R$ 2002839 | ||
Liabilities - Amortized cost [member] | |||
Liabilities | |||
Total financial liabilities | 1,976,636 | R$ 1959089 | |
Liabilities - Amortized cost [member] | Bonds and financing | |||
Liabilities | |||
Total financial liabilities | 791,763 | 842,996 | |
Liabilities - Amortized cost [member] | Lease liabilities | |||
Liabilities | |||
Total financial liabilities | 96,657 | 140,563 | |
Liabilities - Amortized cost [member] | Reverse factoring | |||
Liabilities | |||
Total financial liabilities | 263,948 | 155,469 | |
Liabilities - Amortized cost [member] | Suppliers | |||
Liabilities | |||
Total financial liabilities | 221,291 | 250,647 | |
Liabilities - Amortized cost [member] | Accounts payable for business combination and acquisition of associates | |||
Liabilities | |||
Total financial liabilities | 587,917 | 569,360 | |
Liabilities - Amortized cost [member] | Other liabilities - related parties | |||
Liabilities | |||
Total financial liabilities | 15,060 | 54 | |
Liabilities - Fair value through profit or loss [member] | |||
Liabilities | |||
Total financial liabilities | 26,203 | 55,917 | |
Liabilities - Fair value through profit or loss [member] | Accounts payable for business combination and acquisition of associates | Level 3 | |||
Liabilities | |||
Total financial liabilities | [1] | 26,203 | 55,917 |
Assets - Amortized cost [member] | |||
Assets | |||
Total financial assets | 802,618 | 697,631 | |
Assets - Amortized cost [member] | Cash and cash equivalents | |||
Assets | |||
Total financial assets | 95,864 | 45,765 | |
Assets - Amortized cost [member] | Trade receivables | |||
Assets | |||
Total financial assets | 697,512 | 649,135 | |
Assets - Amortized cost [member] | Other receivables | |||
Assets | |||
Total financial assets | 2,085 | 972 | |
Assets - Amortized cost [member] | Related parties – other receivables | |||
Assets | |||
Total financial assets | 7,157 | 1,759 | |
Assets - Fair value through profit or loss [member] | |||
Assets | |||
Total financial assets | 255,821 | 388,786 | |
Assets - Fair value through profit or loss [member] | Marketable securities | Level 1 | |||
Assets | |||
Total financial assets | 245,942 | 380,514 | |
Assets - Fair value through profit or loss [member] | Other investments and interests in entities | Level 1 | |||
Assets | |||
Total financial assets | R$ 9879 | R$ 8272 | |
[1] Refers to a earn out remeasured based on economic activity of the acquired entity (post-closing price adjustments). Valuation techniques and significant unobservable inputs related to measurement are described below, except for the acquisition of a call option mentioned in note 5.1 |
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] | 12 Months Ended |
Dec. 31, 2023 | |
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 year 2024. |
Inter-relationship between signigicant unobservable and fair value measurement | The estimated fair value would increase (decrease) if: |
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 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) |
Flex Flix Limited ("Flex Flix") | |
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. |
Flex Flix Limited ("Flex Flix") | Unobservable inputs, 1 | |
Financial Instruments by Category | |
Significant unobservable inputs | 1. Budgeted net revenue and EBITDA growth rate: 2.4%. |
Flex Flix Limited ("Flex Flix") | Unobservable inputs, 2 | |
Financial Instruments by Category | |
Significant unobservable inputs | 2. Discount rate: 39.6%. |
Budgeted net revenue and EBITDA growth rate (as a percent) | 2.40% |
Discount rate (as a percent) | 39.60% |
Financial Instruments by Cate_5
Financial Instruments by Category - Schedule of changes during the period in measuring level 3 fair values (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Financial Instruments by Category | ||||
Opening balance | R$ 625277 | R$ 532313 | ||
Additions | [1] | 28,043 | 120,344 | |
Interest payment | 8,096 | 603 | R$ 1571 | |
Cash payment | 4,100 | 80,939 | ||
Closing balance | 614,120 | 625,277 | R$ 532313 | |
Phidelis | ||||
Financial Instruments by Category | ||||
Opening balance | 16,976 | |||
Closing balance | 12,763 | 16,976 | ||
Mind Makers | ||||
Financial Instruments by Category | ||||
Opening balance | 7,915 | |||
Additions | 32,968 | |||
Closing balance | 0 | 7,915 | ||
Educbank | ||||
Financial Instruments by Category | ||||
Opening balance | 24,494 | |||
Closing balance | 0 | 24,494 | ||
Escola Start Ltda. ("Start") | ||||
Financial Instruments by Category | ||||
Additions | 4,481 | |||
Level 3 of fair value hierarchy [member] | ||||
Financial Instruments by Category | ||||
Opening balance | 55,917 | |||
Additions | [2] | 37,368 | ||
Interest payment | 10,783 | |||
Cash payment | (74,549) | |||
Transfers to level 2 | (3,316) | |||
Closing balance | 26,203 | 55,917 | ||
Level 3 of fair value hierarchy [member] | Sociedade Educacional da Lagoa Ltda (“SEL”) | ||||
Financial Instruments by Category | ||||
Opening balance | 25,876 | |||
Additions | [2] | 0 | ||
Interest payment | 6,858 | |||
Cash payment | (14,814) | |||
Transfers to level 2 | 0 | |||
Closing balance | 17,920 | 25,876 | ||
Level 3 of fair value hierarchy [member] | Phidelis | ||||
Financial Instruments by Category | ||||
Opening balance | 7,251 | |||
Additions | [2] | 0 | ||
Interest payment | 1,032 | |||
Cash payment | 0 | |||
Transfers to level 2 | 0 | |||
Closing balance | 8,283 | 7,251 | ||
Level 3 of fair value hierarchy [member] | Redacao Nota 1000 | ||||
Financial Instruments by Category | ||||
Opening balance | 2,650 | |||
Additions | [2] | 0 | ||
Interest payment | 666 | |||
Cash payment | 0 | |||
Transfers to level 2 | (3,316) | |||
Closing balance | 0 | 2,650 | ||
Level 3 of fair value hierarchy [member] | Mind Makers | ||||
Financial Instruments by Category | ||||
Opening balance | 6,600 | |||
Additions | [2] | 32,968 | ||
Interest payment | 1,625 | |||
Cash payment | (41,193) | |||
Transfers to level 2 | 0 | |||
Closing balance | 0 | 6,600 | ||
Level 3 of fair value hierarchy [member] | Educbank | ||||
Financial Instruments by Category | ||||
Opening balance | 13,540 | |||
Additions | [2] | 0 | ||
Interest payment | 602 | |||
Cash payment | (14,142) | |||
Transfers to level 2 | 0 | |||
Closing balance | 0 | 13,540 | ||
Level 3 of fair value hierarchy [member] | Escola Start Ltda. ("Start") | ||||
Financial Instruments by Category | ||||
Opening balance | 0 | |||
Additions | [2] | 4,400 | ||
Interest payment | 0 | |||
Cash payment | (4,400) | |||
Transfers to level 2 | 0 | |||
Closing balance | R$ 0 | R$ 0 | ||
[1] As of December 31, 2023 the purchase price of Escola Start , in the amount of R$ 4,481 5 and the price adjustment in the acquisition of companies, in the amount of R$ 23,562 i ) increase of R$32,968 in the purchase price of Mind Makers, due to the performance of the business, considering the number of students who used the products made available by this entity in April 2023, in accordance with the 4 th contractual amendment, which defined the targets for the payment of earnout, and (ii) reduction of R$9,406 in the price of the company Editora de Gouges (“Eleva”), as a result of the review of the net debt provided for in the shareholder’s agreement. Substantially related to increase of R$ 32,968 in the purchase price of Mind Makers, due to the performance of the business, in accordance with contractual amendment which defined the targets for the payment of earnout. See note 19 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash and cash equivalents. | ||||||
Cash | R$ 2 | R$ 7 | ||||
Bank account | 3,407 | 6,546 | ||||
Financial investments | 92,455 | 39,212 | ||||
Cash and cash equivalents | R$ 95864 | [1] | R$ 45765 | [1] | R$ 309893 | R$ 311156 |
Average gross yield of deposits | 104% | 103% | ||||
[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 104 % of the annual CDI rate on December 31, 202 3 ( 103 % on December 31, 202 2 ). 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, 2023 | Dec. 31, 2022 |
Marketable securities | ||
Marketable securities | R$ 245942 | R$ 380514 |
Average gross yield of securities | 102% | 104% |
Credit Risk | AAA | ||
Marketable securities | ||
Private investment fund | R$ 245942 | R$ 31842 |
Credit Risk | AA | ||
Marketable securities | ||
Private investment fund | R$ 0 | R$ 348672 |
Trade receivables (Details)
Trade receivables (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Trade receivables | ||||
Trade receivables | R$ 771392 | R$ 711439 | ||
Related Parties | 18,137 | 7,177 | ||
Impairment losses on trade receivables | (92,017) | (69,481) | R$ 46500 | R$ 32055 |
Total | R$ 697512 | R$ 649135 |
Trade receivables (Details 2)
Trade receivables (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of trade receivables | ||||
Total past due | R$ 229736 | R$ 148434 | ||
Related parties | 18,137 | 7,177 | ||
Impairment losses on trade receivables | (92,017) | (69,481) | R$ 46500 | R$ 32055 |
Total | 697,512 | 649,135 | ||
Not yet due | ||||
Maturities of trade receivables | ||||
Total past due | 541,656 | 563,005 | ||
Up to 30 days | ||||
Maturities of trade receivables | ||||
Total past due | 33,749 | 19,435 | ||
From 31 to 60 days | ||||
Maturities of trade receivables | ||||
Total past due | 22,933 | 22,637 | ||
From 61 to 90 days | ||||
Maturities of trade receivables | ||||
Total past due | 25,584 | 12,193 | ||
From 91 to 180 days | ||||
Maturities of trade receivables | ||||
Total past due | 52,404 | 42,169 | ||
From 181 to 360 days | ||||
Maturities of trade receivables | ||||
Total past due | 61,782 | 31,357 | ||
Over 360 days | ||||
Maturities of trade receivables | ||||
Total past due | R$ 33284 | R$ 20643 |
Trade receivables (Details 3)
Trade receivables (Details 3) | Dec. 31, 2023 | Dec. 31, 2022 | |
Trade receivables | |||
Percentage of impairment losses on trade receivables recorded for the customers who went judicial recovery | [1] | 100% | 100% |
[1] expected credit loss relating to the entirely of Vasta’s receivable with a large retailer that entered bankruptcy proceeding in Brazil . |
Trade receivables (Details 4)
Trade receivables (Details 4) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expected credit losses for aging | |||||
Customers in judicial recovery | [1] | R$ 10321 | R$ 15381 | ||
Percentage of impairment losses on trade receivables recorded for the customers who went judicial recovery | [1] | 100% | 100% | ||
Impairment losses on trade receivables | R$ 92017 | R$ 69481 | R$ 46500 | R$ 32055 | |
Not yet due | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 3.78% | 1.52% | |||
Lifetime ECL | R$ 17834 | R$ 8970 | |||
Past Due | |||||
Expected credit losses for aging | |||||
Lifetime ECL | R$ 63862 | R$ 45130 | |||
Up to 30 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 11.29% | 9.53% | |||
Lifetime ECL | R$ 2562 | R$ 2072 | |||
From 31 to 60 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 17.69% | 14.09% | |||
Lifetime ECL | R$ 3645 | R$ 2728 | |||
From 61 to 90 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 24.23% | 19.87% | |||
Lifetime ECL | R$ 3502 | R$ 2335 | |||
From 91 to 180 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 40.18% | 29.66% | |||
Lifetime ECL | R$ 12232 | R$ 10096 | |||
From 181 to 360 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 67.68% | 48.35% | |||
Lifetime ECL | R$ 22454 | R$ 12465 | |||
Over 360 days | |||||
Expected credit losses for aging | |||||
Expected credit loss rate (%) | 87.60% | 76.40% | |||
Lifetime ECL | R$ 19467 | R$ 15434 | |||
[1] expected credit loss relating to the entirely of Vasta’s receivable with a large retailer that entered bankruptcy proceeding in Brazil . |
Trade receivables (Details 5)
Trade receivables (Details 5) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Trade receivables | ||||
Opening balance | R$ 69481 | R$ 46500 | R$ 32055 | |
Additions | 62,390 | 45,904 | 39,326 | |
Reversals | (6,619) | (288) | (2,854) | |
Write offs | [1] | (33,235) | (22,635) | (22,027) |
Closing balance | 92,017 | 69,481 | 46,500 | |
Write offs recognized | [1] | R$ 33235 | R$ 22635 | R$ 22027 |
[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$ 33,235 as write-off as of December 31, 202 3 (R$ 22,635 as of December 31, 202 2 ). |
Inventories (Details)
Inventories (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Inventories | |||
Finished products | R$ 218600 | R$ 151534 | |
Work in process | 59,659 | 73,993 | |
Raw materials | 16,663 | 30,773 | |
Imports in progress | 0 | 347 | |
Right to returned goods | [1] | 5,587 | 9,803 |
Inventories | R$ 300509 | R$ 266450 | |
[1] 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. |
Equity accounted investees - Sc
Equity accounted investees - Schedule of composition of investments (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of associates [line items] | |||
December 31, 2022 | R$ 64484 | R$ 83139 | |
Educbank Gestao de Pagamentos Educacionais S.A. ("Educbank") | |||
Disclosure of associates [line items] | |||
Interest % | 45% | 45% | |
Equity | R$ 24026 | R$ 41485 | |
Fair value | 6,672 | 7,868 | |
Goodwill | 33,786 | 33,786 | |
December 31, 2022 | R$ 64484 | R$ 83139 | R$ 0 |
Equity accounted investees - _2
Equity accounted investees - Schedule of investments without control and significant influence (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of associates [line items] | ||
Equity accounted investments at beginning of period | R$ 83139 | |
Equity accounted investments at end of period | 64,484 | R$ 83139 |
Educbank Gestao de Pagamentos Educacionais S.A. ("Educbank") | ||
Disclosure of associates [line items] | ||
Equity accounted investments at beginning of period | 83,139 | 0 |
Acquisition | 87,651 | |
Share of loss equity-accounted investees | (18,655) | (4,512) |
Equity accounted investments at end of period | R$ 64484 | R$ 83139 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 151492 | R$ 197688 | R$ 185682 | |
IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 21612 | 36,969 | 16,615 | |
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$ 22247 | 24,102 | 8,390 | |
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$ 10817 | 12,646 | 17,872 | |
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 | [1] | R$ 16765 | 4,494 | 677 |
Right of use assets [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | [2] | R$ 80008 | 119,086 | 141,737 |
Weighted average depreciation rate | 12% | |||
Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 43 | 391 | R$ 391 | |
Gross carrying amount [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 388,567 | 456,129 | ||
Gross carrying amount [member] | IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 83,461 | 80,263 | ||
Gross carrying amount [member] | Furniture, equipment and fittings [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 54,986 | 60,920 | ||
Gross carrying amount [member] | Property, buildings and improvements [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 54,372 | 53,027 | ||
Gross carrying amount [member] | In progress [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 16,765 | 4,494 | ||
Gross carrying amount [member] | Right of use assets [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 178,940 | 257,034 | ||
Gross carrying amount [member] | Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | 43 | 391 | ||
Accumulated depreciation and amortisation [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (237,075) | (258,441) | ||
Accumulated depreciation and amortisation [member] | IT equipment [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (61,849) | (43,294) | ||
Accumulated depreciation and amortisation [member] | Furniture, equipment and fittings [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (32,739) | (36,818) | ||
Accumulated depreciation and amortisation [member] | Property, buildings and improvements [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | (43,555) | (40,381) | ||
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 | (98,932) | (137,948) | ||
Accumulated depreciation and amortisation [member] | Land [member] | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment | R$ 0 | R$ 0 | ||
[1] In 2023 In 2023, the addition of right of use of R$ 23,871 is substantially referred to recognition of a new lease agreement for the property used to offer preparatory course for university entrance exams (“Anglo course”), 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, 2023 | Dec. 31, 2022 | ||
Property, Plant and Equipment | |||
Beginning balance | R$ 197688 | R$ 185682 | |
Additions | 45,407 | 73,145 | |
Additions through business combinations | 796 | 72 | |
Disposals / Cancelled contracts | (34,313) | (3,820) | |
Depreciation | (58,086) | (57,391) | |
Transfers | 0 | 0 | |
Ending balance | 151,492 | 197,688 | |
IT equipment [member] | |||
Property, Plant and Equipment | |||
Beginning balance | 36,969 | 16,615 | |
Additions | 2,673 | 35,086 | |
Additions through business combinations | 0 | 54 | |
Disposals / Cancelled contracts | (2) | 0 | |
Depreciation | (18,028) | (15,727) | |
Transfers | 0 | 941 | |
Ending balance | 21,612 | 36,969 | |
Furniture, equipment and fittings [member] | |||
Property, Plant and Equipment | |||
Beginning balance | 24,102 | 8,390 | |
Additions | 2,298 | 21,571 | |
Additions through business combinations | 613 | 12 | |
Disposals / Cancelled contracts | (1,029) | (6) | |
Depreciation | (3,737) | (5,379) | |
Transfers | 0 | (486) | |
Ending balance | 22,247 | 24,102 | |
Property, buildings and improvements [member] | |||
Property, Plant and Equipment | |||
Beginning balance | 12,646 | 17,872 | |
Additions | 0 | 657 | |
Additions through business combinations | 183 | 0 | |
Disposals / Cancelled contracts | (586) | 0 | |
Depreciation | (5,720) | (5,428) | |
Transfers | 4,294 | (455) | |
Ending balance | 10,817 | 12,646 | |
In progress [member] | |||
Property, Plant and Equipment | |||
Beginning balance | [1] | 4,494 | 677 |
Additions | [1] | 16,565 | 3,829 |
Additions through business combinations | [1] | 0 | 6 |
Disposals / Cancelled contracts | [1] | 0 | (18) |
Depreciation | [1] | 0 | 0 |
Transfers | [1] | (4,294) | 0 |
Ending balance | [1] | 16,765 | 4,494 |
Right of use assets [member] | |||
Property, Plant and Equipment | |||
Beginning balance | [2] | 119,086 | 141,737 |
Additions | [2] | 23,871 | 12,002 |
Additions through business combinations | [2] | 0 | 0 |
Disposals / Cancelled contracts | [2] | (32,348) | (3,796) |
Depreciation | [2] | (30,601) | (30,857) |
Transfers | [2] | 0 | 0 |
Ending balance | [2] | 80,008 | 119,086 |
Land [member] | |||
Property, Plant and Equipment | |||
Beginning balance | 391 | 391 | |
Additions | 0 | 0 | |
Additions through business combinations | 0 | 0 | |
Disposals / Cancelled contracts | (348) | 0 | |
Depreciation | 0 | 0 | |
Transfers | 0 | 0 | |
Ending balance | R$ 43 | R$ 391 | |
[1] In 2023 In 2023, the addition of right of use of R$ 23,871 is substantially referred to recognition of a new lease agreement for the property used to offer preparatory course for university entrance exams (“Anglo course”), see the corresponding lease liabilities in note 17. |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | R$ 5307563 | R$ 5427676 | R$ 5538368 |
Software [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 20% | ||
Intangible assets and goodwill | R$ 114701 | 80,721 | 96,045 |
Customer Portfolio [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 8% | ||
Intangible assets and goodwill | R$ 722652 | 823,183 | 922,105 |
Trademarks [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 5% | ||
Intangible assets and goodwill | R$ 493129 | 518,615 | 546,358 |
Trade Agreement | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 8% | ||
Intangible assets and goodwill | R$ 194065 | 218,827 | 243,495 |
Platform content production [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 33% | ||
Intangible assets and goodwill | R$ 56101 | 48,370 | 24,294 |
Other Intangible assets [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 33% | ||
Intangible assets and goodwill | R$ 6207 | 7,281 | 7,282 |
In progress [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 0% | ||
Intangible assets and goodwill | R$ 6845 | 18,958 | 3,991 |
Goodwill [member] | |||
Intangible Assets and Goodwill | |||
Weighted average amortization rate | 0% | ||
Intangible assets and goodwill | R$ 3713863 | 3,711,721 | R$ 3694798 |
Cost [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 6,321,387 | 6,237,063 | |
Cost [member] | Software [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 336,687 | 263,432 | |
Cost [member] | Customer Portfolio [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 1,198,455 | 1,201,074 | |
Cost [member] | Trademarks [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 633,154 | 631,582 | |
Cost [member] | Trade Agreement | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 243,114 | 247,622 | |
Cost [member] | Platform content production [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 178,033 | 123,251 | |
Cost [member] | Other Intangible assets [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 11,236 | 39,423 | |
Cost [member] | In progress [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 6,845 | 18,958 | |
Cost [member] | Goodwill [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | 3,713,863 | 3,711,721 | |
Accumulated amortization [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (1,013,824) | (809,387) | |
Accumulated amortization [member] | Software [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (221,986) | (182,711) | |
Accumulated amortization [member] | Customer Portfolio [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (475,803) | (377,891) | |
Accumulated amortization [member] | Trademarks [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (140,025) | (112,967) | |
Accumulated amortization [member] | Trade Agreement | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (49,049) | (28,795) | |
Accumulated amortization [member] | Platform content production [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (121,932) | (74,881) | |
Accumulated amortization [member] | Other Intangible assets [member] | |||
Intangible Assets and Goodwill | |||
Intangible assets and goodwill | (5,029) | (32,142) | |
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 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets and Goodwill | ||
Balance at beginning of the period | R$ 5427676 | R$ 5538368 |
Additions | 105,292 | 90,587 |
Additions through business combinations (note 5) | 5,809 | 23,981 |
Disposals | (1,521) | (13,937) |
Amorization | (229,693) | (211,323) |
Transfers | 0 | |
Balance at end of the period | 5,307,563 | 5,427,676 |
Software [member] | ||
Intangible Assets and Goodwill | ||
Balance at beginning of the period | 80,721 | 96,045 |
Additions | 18,872 | 12,881 |
Additions through business combinations (note 5) | 0 | 3,225 |
Disposals | (450) | 0 |
Amorization | (34,376) | (31,430) |
Transfers | 49,934 | |
Balance at end of the period | 114,701 | 80,721 |
Customer Portfolio [member] | ||
Intangible Assets and Goodwill | ||
Balance at beginning of the period | 823,183 | 922,105 |
Additions | 0 | 0 |
Additions through business combinations (note 5) | 1,844 | 3,833 |
Disposals | 0 | (140) |
Amorization | (102,375) | (102,615) |
Transfers | 0 | |
Balance at end of the period | 722,652 | 823,183 |
Trademarks [member] | ||
Intangible Assets and Goodwill | ||
Balance at beginning of the period | 518,615 | 546,358 |
Additions | 0 | 0 |
Additions through business combinations (note 5) | 1,823 | 0 |
Disposals | 0 | (434) |
Amorization | (27,309) | (27,309) |
Transfers | 0 | |
Balance at end of the period | 493,129 | 518,615 |
Trade Agreement | ||
Intangible Assets and Goodwill | ||
Balance at beginning of the period | 218,827 | 243,495 |
Additions | 0 | 0 |
Additions through business combinations (note 5) | 0 | 0 |
Disposals | 0 | 0 |
Amorization | (24,762) | (24,668) |
Transfers | 0 | |
Balance at end of the period | 194,065 | 218,827 |
Platform content production [member] | ||
Intangible Assets and Goodwill | ||
Balance at beginning of the period | 48,370 | 24,294 |
Additions | 48,599 | 62,722 |
Additions through business combinations (note 5) | 0 | 0 |
Disposals | 0 | (13,348) |
Amorization | (40,868) | (25,298) |
Transfers | 0 | |
Balance at end of the period | 56,101 | 48,370 |
Other Intangible assets [member] | ||
Intangible Assets and Goodwill | ||
Balance at beginning of the period | 7,281 | 7,282 |
Additions | 0 | 17 |
Additions through business combinations (note 5) | 0 | 0 |
Disposals | (1,071) | (15) |
Amorization | (3) | (3) |
Transfers | 0 | |
Balance at end of the period | 6,207 | 7,281 |
In progress [member] | ||
Intangible Assets and Goodwill | ||
Balance at beginning of the period | 18,958 | 3,991 |
Additions | 37,821 | 14,967 |
Additions through business combinations (note 5) | 0 | 0 |
Disposals | 0 | 0 |
Amorization | 0 | 0 |
Transfers | (49,934) | |
Balance at end of the period | 6,845 | 18,958 |
Goodwill [member] | ||
Intangible Assets and Goodwill | ||
Balance at beginning of the period | 3,711,721 | 3,694,798 |
Additions | 0 | 0 |
Additions through business combinations (note 5) | 2,142 | 16,923 |
Disposals | 0 | 0 |
Amorization | 0 | 0 |
Transfers | 0 | |
Balance at end of the period | R$ 3713863 | R$ 3711721 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash-generating units [member] | |||
Intangible Assets and Goodwill | |||
Goodwill | R$ 3713863 | R$ 3711721 | |
Content & EdTech Platform | Cash-generating units [member] | |||
Intangible Assets and Goodwill | |||
Goodwill | 3,676,176 | 3,674,034 | |
Digital Services Platform | Livraria Livro Facil Ltda.("Livro Fácil") | Somos Sistemas de Ensino S.A. ("Somos Sistemas") | |||
Intangible Assets and Goodwill | |||
Goodwill considered on acquisition | 10,728 | ||
Digital Services Platform | Cash-generating units [member] | |||
Intangible Assets and Goodwill | |||
Goodwill | [1] | R$ 37687 | R$ 37687 |
[1] Considers the goodwill of R$ 10,728 on the acquisition of the entity Livro Fácil Ltda., merged into Somos Sistemas de Ensino on September 30, 2023 , as mentioned in note 1.2 (b) . |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details 4) - Cash-generating units [member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Content & EdTech Platform | ||
Intangible Assets and Goodwill | ||
Growth rate - % | 17% | 13.70% |
Discount rate - % | 13.20% | 12.10% |
Growth rate (%) in perpetuity | 5.20% | 4.70% |
Years projected | 8 years | 8 years |
Digital Services Platform | ||
Intangible Assets and Goodwill | ||
Growth rate - % | 5.40% | 12.50% |
Discount rate - % | 13.20% | 12.10% |
Growth rate (%) in perpetuity | 5.20% | 4.70% |
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, 2023 BRL (R$) ITEM | Dec. 31, 2022 BRL (R$) | |
Intangible Assets and Goodwill | ||
Number of CGUs | ITEM | 2 | |
Forecast period of cash flow projections | 8 years | |
Impairment of intangible assets | R$ 0 | R$ 0 |
Impairment of goodwill | R$ 0 | R$ 0 |
Bonds and financing (Details)
Bonds and financing (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Bonds and financing | |||||
Bonds and financing at beginning of period | R$ 842996 | R$ 831226 | |||
Additions | [1] | 250,000 | |||
Payment of interest | (118,901) | [2] | (92,500) | R$ 24922 | |
Payment of principal | (50,885) | [2] | (255,644) | ||
Interest accrued | 117,495 | 108,896 | |||
Transaction cost of bonds | 1,058 | 1,018 | |||
Transfers | 0 | 0 | |||
Bonds and financing at end of period | 791,763 | 842,996 | 831,226 | ||
Current liabilities | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 93,779 | 281,491 | |||
Additions | [1] | 0 | |||
Payment of interest | (118,901) | [2] | (92,500) | ||
Payment of principal | (50,885) | [2] | (255,644) | ||
Interest accrued | 117,495 | 108,896 | |||
Transaction cost of bonds | 1,058 | 1,018 | |||
Transfers | 499,217 | 50,518 | |||
Bonds and financing at end of period | 541,763 | 93,779 | 281,491 | ||
Current Bonds with Related Parties [member] | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 63,325 | 264,673 | |||
Additions | [1] | 0 | |||
Payment of interest | (40,984) | [2] | (33,921) | ||
Payment of principal | (50,885) | [2] | (254,885) | ||
Interest accrued | 42,242 | 36,573 | |||
Transaction cost of bonds | 0 | 0 | |||
Transfers | 206 | 50,885 | |||
Bonds and financing at end of period | 13,904 | 63,325 | 264,673 | ||
Current Bonds [Member] | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 30,454 | 16,581 | |||
Additions | [1] | 0 | |||
Payment of interest | (77,917) | [2] | (58,425) | ||
Payment of principal | 0 | [2] | 0 | ||
Interest accrued | 75,253 | 72,298 | |||
Transaction cost of bonds | 1,058 | 1,018 | |||
Transfers | 499,011 | (1,018) | |||
Bonds and financing at end of period | 527,859 | 30,454 | 16,581 | ||
Current Financing [member] | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 0 | 237 | |||
Additions | [1] | 0 | |||
Payment of interest | (154) | ||||
Payment of principal | (759) | ||||
Interest accrued | 25 | ||||
Transaction cost of bonds | 0 | ||||
Transfers | 651 | ||||
Bonds and financing at end of period | 0 | 237 | |||
Non-current liabilities | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 749,217 | 549,735 | |||
Additions | [1] | 250,000 | |||
Payment of interest | 0 | [2] | 0 | ||
Payment of principal | 0 | [2] | 0 | ||
Interest accrued | 0 | 0 | |||
Transaction cost of bonds | 0 | 0 | |||
Transfers | (499,217) | (50,518) | |||
Bonds and financing at end of period | 250,000 | 749,217 | 549,735 | ||
Non-current Bonds with Related Parties [member] | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 250,206 | 51,091 | |||
Additions | [1] | 250,000 | |||
Payment of interest | 0 | [2] | 0 | ||
Payment of principal | 0 | [2] | 0 | ||
Interest accrued | 0 | 0 | |||
Transaction cost of bonds | 0 | 0 | |||
Transfers | (206) | (50,885) | |||
Bonds and financing at end of period | 250,000 | 250,206 | 51,091 | ||
Non-current Bonds [Member] | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | 499,011 | 497,993 | |||
Additions | [1] | 0 | |||
Payment of interest | 0 | [2] | 0 | ||
Payment of principal | 0 | [2] | 0 | ||
Interest accrued | 0 | 0 | |||
Transaction cost of bonds | 0 | 0 | |||
Transfers | (499,011) | 1,018 | |||
Bonds and financing at end of period | 0 | 499,011 | 497,993 | ||
Non-current Financing [member] | |||||
Bonds and financing | |||||
Bonds and financing at beginning of period | R$ 0 | 651 | |||
Additions | [1] | 0 | |||
Payment of interest | 0 | ||||
Payment of principal | 0 | ||||
Interest accrued | 0 | ||||
Transaction cost of bonds | 0 | ||||
Transfers | (651) | ||||
Bonds and financing at end of period | R$ 0 | R$ 651 | |||
[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$250,000 . The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, whose average term has become 36 months . We present below the composition of interest and principal payments considering the issues made: |
Bonds and financing - Schedule
Bonds and financing - Schedule of composition of interest and principal payments of bonds and financing (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Bonds and financing | ||||
Payment of interest | R$ 118901 | [1] | R$ 92500 | R$ 24922 |
Payment of principal | (50,885) | [1] | (255,644) | |
Current Bonds with Related Parties [member] | ||||
Bonds and financing | ||||
Payment of interest | (40,984) | [1] | (33,921) | |
Payment of principal | (50,885) | [1] | (254,885) | |
Current Bonds | ||||
Bonds and financing | ||||
Payment of interest | (77,917) | [1] | (58,425) | |
Payment of principal | R$ 0 | [1] | 0 | |
Current Bonds | SSED21 – 6th. SOMOS – 2nd. Série | ||||
Bonds and financing | ||||
Payments | 02/15/2023 and 08/14/2023 | |||
Payment of interest | R$ 7258 | |||
Payment of principal | R$ 50885 | |||
Current Bonds | SEDU21 – 9th. SOMOS 2nd. Série | ||||
Bonds and financing | ||||
Payments | 02/14/2023 and 08/07/2023 | |||
Payment of interest | R$ 33726 | |||
Payment of principal | R$ 0 | |||
Current Bonds | GAGL11 - Somos Sistemas | ||||
Bonds and financing | ||||
Payments | 02/06/2023 and 08/07/2023 | |||
Payment of interest | R$ 77917 | |||
Payment of principal | R$ 0 | |||
Current Financing [member] | ||||
Bonds and financing | ||||
Payment of interest | (154) | |||
Payment of principal | R$ 759 | |||
[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 | ||
Mar. 03, 2023 | Sep. 28, 2022 | Dec. 31, 2023 | |
Bonds and financing | |||
Borrowings, interest rate basis | 100% of the DI | CDI | |
Somos Sistemas De Ensino S.A. [Member] | |||
Bonds and financing | |||
Issued simple debentures, not convertible | R$ 250000 | ||
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 | 36 months |
Bonds and financing - Schedul_2
Bonds and financing - Schedule of bonds' description (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Mar. 03, 2023 | Dec. 31, 2023 | |
Bonds and financing | ||
Financials charges | 100% of the DI | CDI |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Bonds and financing | |||
Current bonds and financing | R$ 541763 | R$ 93779 | |
Total non-current liabilities | 250,000 | 749,217 | |
Total bonds and financing | R$ 791763 | R$ 842996 | R$ 831226 |
Percentage of non-current bonds and financing | 31.60% | 88.90% | |
Percentage of bonds and financing | 100% | 100% | |
On year or less [member] | |||
Bonds and financing | |||
Current bonds and financing | R$ 541763 | R$ 93779 | |
Total bonds and financing | R$ 541763 | ||
Percentage of current bonds and financing | 68.40% | 11.10% | |
One to two years [member] | |||
Bonds and financing | |||
Total non-current liabilities | R$ 250000 | R$ 499217 | |
Total bonds and financing | R$ 250000 | ||
Percentage of non-current bonds and financing | 31.60% | 59.20% | |
Two to three years [member] | |||
Bonds and financing | |||
Total non-current liabilities | R$ 0 | R$ 250000 | |
Percentage of non-current bonds and financing | 0% | 29.70% |
Bonds and financing (Details 5
Bonds and financing (Details 5 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Bonds and financing | |||
Contribution of bonds | [1] | R$ 250000 | |
Bonds with third parties [member] | |||
Bonds and financing | |||
Percentage of net debt adjusted EBITDA ratio | 2.43% | 2.74% | |
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$250,000 . The debentures aim to strengthen the Company's capital structure and lengthen the maturity profile of the debt, whose average term has become 36 months . |
Suppliers (Details)
Suppliers (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Suppliers | |||
Local suppliers | R$ 188814 | R$ 215593 | |
Related parties | 11,247 | 13,781 | |
Copyright | 21,230 | 21,273 | |
Suppliers | 221,291 | 250,647 | |
Reverse factoring | [1] | R$ 263948 | R$ 155469 |
[1] As of December 31, 2023, the balance of reverse factoring was R$ 263,948 (R$ 155,469 as of December 31, 2022), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.05% per month (as of December 31, 2022, the weighted average was 1.27% 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, 2023 | Dec. 31, 2022 | ||
Suppliers | |||
Reverse factoring | [1] | R$ 263948 | R$ 155469 |
Weighted average discount rates per month of assignment operations carried out by suppliers with financial institutions for reverse factoring transaction | 1.05% | 1.27% | |
Maximum maturity period of reverse factoring | 360 days | ||
[1] As of December 31, 2023, the balance of reverse factoring was R$ 263,948 (R$ 155,469 as of December 31, 2022), and the discount rates of assignment operations carried out by our suppliers with financial institutions had a weighted average of 1.05% per month (as of December 31, 2022, the weighted average was 1.27% 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Lease liabilities. | ||||||
Average term of lease agreements (in years) | 12 years | |||||
Weighted average rate (%) | 9.58% | |||||
Reconciliation of changes in lease liabilities | ||||||
Opening balance | R$ 140563 | R$ 160542 | ||||
Additions for new lease agreements | [1] | 21,103 | 12,002 | |||
Renegotiation | 2,768 | |||||
Cancelled contracts | (38,386) | [2] | (3,180) | [2] | R$ 381 | |
Interest | 12,717 | 13,143 | ||||
Payment of interest | (11,637) | (14,941) | (14,692) | |||
Payment of principal | (30,471) | (27,003) | (21,998) | |||
Closing balance | 96,657 | 140,563 | 160,542 | |||
Current liabilities | 17,078 | 23,151 | ||||
Non-current liabilities | 79,579 | 117,412 | ||||
Total | R$ 96657 | 140,563 | R$ 160542 | |||
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$ 42108 | 41,944 | ||||
Payments related to short-term contracts and low value assets, variable price contracts | 23,943 | 18,312 | ||||
Total | R$ 66051 | R$ 60256 | ||||
[1] Refers to new lease agreement for the property used to offer preparatory course for university entrance exams (“Anglo course”), in the new location in São Paulo. Refers to cancellated contract of the previous property used to offer Anglo course. |
Contractual obligations and d_3
Contractual obligations and deferred income (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Contract obligations and deferred income | |||
Contractual obligations and deferred income | R$ 32815 | R$ 57852 | |
Current | 32,815 | 57,852 | |
Non-current | 0 | 0 | |
Contractual obligations and deferred income | 32,815 | 57,852 | |
Refund liability | |||
Contract obligations and deferred income | |||
Contractual obligations and deferred income | [1] | 32,613 | 51,533 |
Contractual obligations and deferred income | [1] | 32,613 | 51,533 |
Contract of exclusivity for processing payroll | |||
Contract obligations and deferred income | |||
Contractual obligations and deferred income | 202 | 587 | |
Contractual obligations and deferred income | 202 | 587 | |
Deferred income in leaseback agreement | |||
Contract obligations and deferred income | |||
Contractual obligations and deferred income | 0 | 4,075 | |
Contractual obligations and deferred income | 0 | 4,075 | |
Other contractual obligations | |||
Contract obligations and deferred income | |||
Contractual obligations and deferred income | 0 | 1,657 | |
Contractual obligations and deferred income | R$ 0 | R$ 1657 | |
[1] Refers to the customer’s right to return goods. T he Company business cycle is from October to September for each year . |
Accounts payable for business_3
Accounts payable for business combination and acquisition of associates (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable for business combination and acquisition of associates | |||
Current | R$ 216728 | R$ 73007 | |
Non-current | 397,392 | 552,270 | |
Total | 614,120 | 625,277 | R$ 532313 |
Pluri | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 0 | 3,653 | |
Mind Makers | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 0 | 7,915 | |
Livro Facil | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 0 | 10,516 | |
Meritt | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 300 | 300 | |
SEL | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 17,920 | 30,267 | |
Redação Nota 1000 | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 4,610 | 6,030 | |
EMME | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 8,500 | 10,827 | |
Editora De Gouges S.A ("De Gouges") | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 570,027 | 514,299 | |
Phidelis | |||
Accounts payable for business combination and acquisition of associates | |||
Total | 12,763 | 16,976 | |
Educbank | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 0 | R$ 24494 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Reconciliation of changes in accounts payable for business combination and acquisition of associates | ||||
Opening balance | R$ 625277 | R$ 532313 | ||
Net additions | [1] | 28,043 | 120,344 | |
Cash payment | (4,100) | (80,939) | ||
Payments in installments | (92,152) | (11,379) | R$ 19168 | |
Interest payment | (8,096) | (603) | (1,571) | |
Interest adjustment | 65,207 | 65,725 | ||
Remeasurement | (59) | (184) | ||
Closing balance | R$ 614120 | R$ 625277 | R$ 532313 | |
[1] As of December 31, 2023 the purchase price of Escola Start , in the amount of R$ 4,481 5 and the price adjustment in the acquisition of companies, in the amount of R$ 23,562 i ) increase of R$32,968 in the purchase price of Mind Makers, due to the performance of the business, considering the number of students who used the products made available by this entity in April 2023, in accordance with the 4 th contractual amendment, which defined the targets for the payment of earnout, and (ii) reduction of R$9,406 in the price of the company Editora de Gouges (“Eleva”), as a result of the review of the net debt provided for in the shareholder’s agreement. |
Accounts payable for business_5
Accounts payable for business combination and acquisition of associates (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 614120 | R$ 625277 | R$ 532313 |
Total (%) | 100% | 100% | |
In up to one year [member] | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 216728 | R$ 73007 | |
Total (%) | 35.30% | 11.70% | |
One to two years [member] | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 196406 | R$ 389187 | |
Total (%) | 32% | 62.20% | |
Two to three years [member] | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 200986 | R$ 163083 | |
Total (%) | 32.70% | 26.10% | |
Later than one year and not later than three years [member] | |||
Accounts payable for business combination and acquisition of associates | |||
Total | R$ 397392 | R$ 552270 | |
Total (%) | 64.70% | 88.30% |
Accounts payable for business_6
Accounts payable for business combination and acquisition of associates (Details 4 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Accounts payable for business combination and acquisition of associates | |||
Additions to accounts payable for business combination | [1] | R$ 28043 | R$ 120344 |
Price adjustment in acquisition of companies | 23,562 | ||
Escola Start Ltda. ("Start") | |||
Accounts payable for business combination and acquisition of associates | |||
Additions to accounts payable for business combination | 4,481 | ||
Mind Makers | |||
Accounts payable for business combination and acquisition of associates | |||
Additions to accounts payable for business combination | 32,968 | ||
Editora De Gouges S.A ("De Gouges") | |||
Accounts payable for business combination and acquisition of associates | |||
Reduction in accounts payable for business combination | R$ 9406 | ||
[1] As of December 31, 2023 the purchase price of Escola Start , in the amount of R$ 4,481 5 and the price adjustment in the acquisition of companies, in the amount of R$ 23,562 i ) increase of R$32,968 in the purchase price of Mind Makers, due to the performance of the business, considering the number of students who used the products made available by this entity in April 2023, in accordance with the 4 th contractual amendment, which defined the targets for the payment of earnout, and (ii) reduction of R$9,406 in the price of the company Editora de Gouges (“Eleva”), as a result of the review of the net debt provided for in the shareholder’s agreement. |
Salaries and Social Contribut_3
Salaries and Social Contribution (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Salaries and Social Contribution | |||
Salaries payable | R$ 28108 | R$ 28351 | |
Social contribution payable | [1] | 25,327 | 25,205 |
Provision For vacation Pay | 22,379 | 21,454 | |
Provision for profit sharing | [2] | 28,592 | 25,047 |
Total | R$ 104406 | R$ 100057 | |
[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 according to the Company’s share price. The provision for profit sharing is based on qualitative and quantitative metrics determined by Board of Directors. |
Related parties (Details)
Related parties (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | ||
Related parties | ||||
Other receivables | R$ 7157 | [1] | R$ 1759 | |
Trade receivables | 18,137 | 7,177 | ||
Indemnification asset | 203,942 | 180,417 | ||
Other liabilities | 15,060 | [2] | 54 | |
Suppliers | 11,247 | 13,781 | ||
Bonds | 263,904 | 313,531 | ||
Cogna Educacao S.A. | ||||
Related parties | ||||
Other receivables | 0 | [1] | 0 | |
Trade receivables | 0 | 0 | ||
Indemnification asset | 203,942 | 180,417 | ||
Other liabilities | 2,696 | [2] | 0 | |
Suppliers | 0 | 3,828 | ||
Bonds | 263,904 | 313,531 | ||
Editora Atica S.A. | ||||
Related parties | ||||
Other receivables | 4,424 | [1] | 0 | |
Trade receivables | 6,536 | 5,754 | ||
Indemnification asset | 0 | 0 | ||
Other liabilities | 12,334 | [2] | 0 | |
Suppliers | 6,286 | 9,778 | ||
Bonds | 0 | 0 | ||
Editora E Distribuidora Educacional S.A. | ||||
Related parties | ||||
Other receivables | 1,256 | [1] | 1,722 | |
Trade receivables | 477 | 19 | ||
Indemnification asset | 0 | 0 | ||
Other liabilities | 0 | [2] | 0 | |
Suppliers | 0 | 0 | ||
Bonds | 0 | 0 | ||
Editora Scipione S.A. | ||||
Related parties | ||||
Other receivables | [1] | 87 | ||
Trade receivables | 2,112 | |||
Indemnification asset | 0 | |||
Other liabilities | [2] | 0 | ||
Suppliers | 40 | |||
Bonds | 0 | |||
Educacao Inovacao e Tecnologia S.A. | ||||
Related parties | ||||
Other receivables | 0 | |||
Trade receivables | 389 | |||
Indemnification asset | 0 | |||
Other liabilities | 0 | |||
Suppliers | 175 | |||
Bonds | 0 | |||
Nice Participações Ltda | ||||
Related parties | ||||
Other receivables | 0 | |||
Trade receivables | 37 | |||
Indemnification asset | 0 | |||
Other liabilities | 0 | |||
Suppliers | 0 | |||
Bonds | 0 | |||
Maxiprint Editora Ltda. | ||||
Related parties | ||||
Other receivables | [1] | 1 | ||
Trade receivables | 4,659 | |||
Indemnification asset | 0 | |||
Other liabilities | [2] | 0 | ||
Suppliers | 0 | |||
Bonds | 0 | |||
Saraiva Educação S.A. | ||||
Related parties | ||||
Other receivables | 1,099 | [1] | 0 | |
Trade receivables | 3,495 | 749 | ||
Indemnification asset | 0 | 0 | ||
Other liabilities | 19 | [2] | 0 | |
Suppliers | 4,262 | 0 | ||
Bonds | 0 | 0 | ||
Somos Idiomas S.A. | ||||
Related parties | ||||
Other receivables | 146 | [1] | 0 | |
Trade receivables | 2 | 229 | ||
Indemnification asset | 0 | 0 | ||
Other liabilities | 0 | [2] | 0 | |
Suppliers | 0 | 0 | ||
Bonds | 0 | 0 | ||
Others | ||||
Related parties | ||||
Other receivables | 144 | [1] | 37 | |
Trade receivables | 856 | 0 | ||
Indemnification asset | 0 | 0 | ||
Other liabilities | 11 | [2] | 54 | |
Suppliers | 659 | 0 | ||
Bonds | R$ 0 | R$ 0 | ||
[1] Refers substantially to accounts receivable generated from sharing costs e.g IT services shared by the Company to Cogna Group. Refers substantially to accounts payable by sharing expenses e.g property leasing, personnel and IT licenses shared with Group |
Related parties (Details 2)
Related parties (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Transactions held with Related parties | ||||
Revenues | R$ 34563 | R$ 31682 | R$ 28663 | |
Finance costs | 42,242 | [1] | 36,573 | 25,859 |
Cost Sharing | 43,452 | 35,232 | 37,514 | |
Sublease | 13,071 | 13,047 | 15,939 | |
Acel Administracao de Cursos Educacionais Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 2,790 | |
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 | 0 | 41 | |
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 | 42,242 | [1] | 36,573 | 25,859 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Colegio Ambiental Ltda | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 496 | |
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 | 0 | 146 | |
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 | 0 | 1,582 | |
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 | 0 | 1,903 | |
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 | 0 | 275 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | ||
Sublease | 0 | 0 | ||
Colegio Motivo Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 35 | |
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 | 0 | 287 | |
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 | 0 | 268 | |
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 | 0 | 593 | |
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 | 12,833 | 16,286 | 5,374 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 43,452 | 5,757 | 6,130 | |
Sublease | 9,700 | 8,551 | 13,153 | |
Editora E Distribuidora Educacional S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 622 | 0 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 29,475 | 31,384 | |
Sublease | 0 | 0 | 0 | |
Editora Scipione S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 3,781 | 3,096 | 1,341 | |
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 | 0 | 311 | |
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 | 0 | 77 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Maxiprint Editora Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 9,884 | 6,665 | 1,107 | |
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 | 0 | 276 | |
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 | 0 | 249 | |
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 | 0 | 41 | 900 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 0 | 0 | 0 | |
Saraiva Educação S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 5,613 | 4,090 | 2,405 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 2,775 | 1,905 | 2,528 | |
Sistema P H De Ensino Ltda. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 4,417 | |
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 | 0 | 414 | |
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 | 0 | 360 | |
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 | 0 | 224 | |
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 | 0 | 1,086 | |
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 | 0 | 641 | 0 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | 596 | 2,591 | 258 | |
Somos Operacoes Escolares S.A. | ||||
Transactions held with Related parties | ||||
Revenues | 0 | 0 | 243 | |
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 | 1,830 | 863 | 1,463 | |
Finance costs | 0 | [1] | 0 | 0 |
Cost Sharing | 0 | 0 | 0 | |
Sublease | R$ 0 | R$ 0 | R$ 0 | |
[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$) NUMBER | Nov. 11, 2019 | Nov. 06, 2019 BRL (R$) | Dec. 31, 2023 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | |
Transactions held with Related parties | ||||||
Indemnification asset | R$ 203942 | R$ 180417 | ||||
Cost Sharing | 43,452 | 35,232 | R$ 37514 | |||
Editora E Distribuidora Educacional S.A. | ||||||
Transactions held with Related parties | ||||||
Other payments | 15,060 | 54 | ||||
Related parties | ||||||
Transactions held with Related parties | ||||||
Cost Sharing | R$ 43452 | R$ 35232 | ||||
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. | Trademark license | ||||||
Transactions held with Related parties | ||||||
Trademark | R$ 0 | |||||
Agreement term | 20 years |
Related parties (Details 4)
Related parties (Details 4) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Nov. 21, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Transactions held with Related parties | ||||
Income from lease and sublease agreements | R$ 13071 | R$ 13047 | R$ 15939 | |
Related parties | ||||
Transactions held with Related parties | ||||
Income from lease and sublease agreements | 13,071 | 13,047 | ||
Editora E Distribuidora Educacional S.A. | ||||
Transactions held with Related parties | ||||
Income from lease and sublease agreements | 0 | R$ 0 | R$ 0 | |
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 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) | |||
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related parties | |||
Short-term employee benefits | R$ 10482 | R$ 10786 | R$ 4685 |
Share-based compensation plan | 7,532 | 9,640 | 8,305 |
Total key management personnel compensation expenses | R$ 18014 | R$ 20426 | R$ 12990 |
Provision for tax, civil and _3
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Reconciliation Of Changes In Contingent Liabilities [Abstract] | ||||
Beginning balance | R$ 651252 | R$ 646850 | ||
Business combination | 2,504 | |||
Additions | 5,243 | 6,648 | ||
Reversals | 15,384 | (45,450) | ||
Interest Expenses on Non Current Provision for Tax Civil and Labor Losses | (58,368) | 42,063 | ||
Payments | (1,489) | (1,363) | ||
Ending balance | 697,990 | 651,252 | ||
Reconciliation of Changes in Provisions With Profit Loss [Abstract] | ||||
Finance expense | (58,265) | (42,063) | ||
General and administrative expenses, Additions | 5,223 | (6,648) | ||
General and administrative expenses, Reversals | 14,834 | 21,747 | ||
Income tax and social contribution, Reversals | 27 | 23,703 | ||
Addition (Total) | (5,243) | (6,648) | ||
Reversal (Total) | 15,384 | (45,450) | ||
Interest (Total) | (58,368) | 42,063 | ||
Tax proceedings | ||||
Reconciliation Of Changes In Contingent Liabilities [Abstract] | ||||
Beginning balance | 623,189 | [1] | 607,084 | |
Business combination | 749 | |||
Additions | 0 | [1] | 2,904 | |
Reversals | 1,286 | [1] | (27,790) | |
Interest Expenses on Non Current Provision for Tax Civil and Labor Losses | (54,352) | [1] | 41,261 | |
Payments | 0 | [1] | (1,019) | |
Ending balance | [1] | 676,255 | 623,189 | |
Reconciliation of Changes in Provisions With Profit Loss [Abstract] | ||||
Addition (Total) | 0 | [1] | (2,904) | |
Reversal (Total) | 1,286 | [1] | (27,790) | |
Interest (Total) | (54,352) | [1] | 41,261 | |
Labor proceedings | ||||
Reconciliation Of Changes In Contingent Liabilities [Abstract] | ||||
Beginning balance | 27,567 | [2] | 38,159 | |
Business combination | 1,755 | |||
Additions | 5,054 | [2] | 3,376 | |
Reversals | 13,589 | [2] | (16,045) | |
Interest Expenses on Non Current Provision for Tax Civil and Labor Losses | (3,977) | [2] | 776 | |
Payments | (1,394) | [2] | (454) | |
Ending balance | [2] | 21,615 | 27,567 | |
Reconciliation of Changes in Provisions With Profit Loss [Abstract] | ||||
Addition (Total) | (5,054) | [2] | (3,376) | |
Reversal (Total) | 13,589 | [2] | (16,045) | |
Interest (Total) | (3,977) | [2] | 776 | |
Civil proceedings | ||||
Reconciliation Of Changes In Contingent Liabilities [Abstract] | ||||
Beginning balance | 496 | 1,607 | ||
Business combination | 0 | |||
Additions | 189 | 368 | ||
Reversals | 509 | (1,615) | ||
Interest Expenses on Non Current Provision for Tax Civil and Labor Losses | (39) | 26 | ||
Payments | (95) | 110 | ||
Ending balance | 120 | 496 | ||
Reconciliation of Changes in Provisions With Profit Loss [Abstract] | ||||
Addition (Total) | (189) | (368) | ||
Reversal (Total) | 509 | (1,615) | ||
Interest (Total) | (39) | R$ 26 | ||
Contingent Liabilities Related to Expenses [Member] | ||||
Reconciliation Of Changes In Contingent Liabilities [Abstract] | ||||
Additions | 5,223 | |||
Reversals | 14,861 | |||
Interest Expenses on Non Current Provision for Tax Civil and Labor Losses | (58,265) | |||
Reconciliation of Changes in Provisions With Profit Loss [Abstract] | ||||
Addition (Total) | (5,223) | |||
Reversal (Total) | 14,861 | |||
Interest (Total) | (58,265) | |||
Contingent Liabilities Related Indemnification Asset Former Owner [Member] | ||||
Reconciliation of Changes in Provisions With Profit Loss [Abstract] | ||||
Indemnification asset Former owner, Additions | (20) | |||
Indemnification asset Former owner, Reversals | 523 | |||
Indemnification asset Former owner, Interest | R$ 103 | |||
[1] Primarily refers to income tax positions taken by and the Company in connection with a corporate restructuring held by the predecessor in 2010 , In 2018 , given a tax assessment via an Infraction Notice received by the predecessor for certain periods opened for tax audit coupled with unfavorable case law on a similar tax case also reached in 2018 , the Company reassessed this income tax position and recorded a liability, including interest and penalties. 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. |
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 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | R$ 41015 | R$ 36613 | |
Indemnification asset | [1] | 203,942 | 180,417 |
Total | 207,188 | 194,859 | |
Cogna Group | |||
Disclosure of contingent liabilities [line items] | |||
Indemnification asset | 1,347 | 1,801 | |
Tax proceedings | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | 1,899 | 2,126 | |
Labor proceedings | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | [2] | 24,988 | 9,966 |
Escrow-account | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | 10,614 | 4,473 | |
Indemnification asset | R$ 0 | R$ 10515 | |
[1] Refers to an indemnification asset of the seller (Cogna) and recognized at the date of the business combination, of the acquisition of Somos, 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$ (R$ 180,417 on December 31, 2022). This asset is indexed to CDI (Certificates of Interbank Deposits). |
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, 2023 | Dec. 31, 2022 | |
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | R$ 41015 | R$ 36613 | |
Tax proceedings | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | 5,413 | 3,513 | |
Labor proceedings | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | [1] | 24,988 | 9,966 |
Escrow-account | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | 10,614 | R$ 4473 | |
Lawsuit involving a labor claim | |||
Disclosure of contingent liabilities [line items] | |||
Contingent assets arising from proceedings | R$ 18661 | ||
[1]The most relevant lawsuit involves a labor claim related to the payment of termination benefits and other labor charges amounting to R$18,661. The Company was included in the legal process by the Court, on the allegation that it was part of an Economic Group. There has never been any corporate, legal, or hierarchical relationship between the Company and the defendant. |
Provision for tax, civil and _6
Provision for tax, civil and labor losses and Judicial deposits and escrow accounts (Details 4 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Mar. 03, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Disclosure of contingent liabilities [line items] | ||||
Indemnification asset | [1] | R$ 203942 | R$ 180417 | |
Interest rate basis | 100% of the DI | CDI | ||
Cogna Group | ||||
Disclosure of contingent liabilities [line items] | ||||
Indemnification asset | R$ 1347 | 1,801 | ||
Cogna Group | Somos Sistemas [Member] | ||||
Disclosure of contingent liabilities [line items] | ||||
Indemnification asset | R$ 203942 | R$ 180417 | ||
Interest rate basis | CDI (Certificates of Interbank Deposits) | |||
[1] Refers to an indemnification asset of the seller (Cogna) and recognized at the date of the business combination, of the acquisition of Somos, 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$ (R$ 180,417 on December 31, 2022). This asset is indexed to CDI (Certificates of Interbank Deposits). |
Current and Deferred Income T_3
Current and Deferred Income Tax and Social Contribution (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current and Deferred Income Tax and Social Contribution | |||
Loss before income tax and social contribution | R$ 119705 | R$ 105687 | R$ 155843 |
Nominal statutory rate of income tax and social contribution | 34% | 34% | 34% |
IRPJ and CSLL calculated at the nominal rates | R$ 40700 | R$ 35934 | R$ 52987 |
Share of loss equity-accounted investees | (6,343) | (1,534) | 0 |
Permanent additions | 1,981 | (8,292) | (7,265) |
Additional IRPJ | 0 | 0 | 24 |
Difference in presumed profit rate of subsidiary | 362 | 3,617 | 0 |
Tax Contingencies IRPJ and CSLL | 27 | 23,703 | 0 |
Impairment write-off on tax loss carryforward | 0 | (2,314) | (8,657) |
Total IRPJ and CSLL | 36,727 | 51,114 | 37,089 |
Current IRPJ and CSLL in the result | 331 | 10,668 | (11,297) |
Deferred IRPJ and CSLL in the result | 36,396 | 40,446 | 48,386 |
Income tax and social contribution | R$ 36727 | R$ 51114 | R$ 37089 |
Effective tax rate of Income and social contribution tax benefit | 31% | 48% | 24% |
Current and Deferred Income T_4
Current and Deferred Income Tax and Social Contribution (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | ||||
Changes in deferred income tax and social contribution assets and liabilities | |||||
Deferred Assets, net at beginning of period | R$ 170851 | R$ 130405 | |||
Deferred tax on business combination | (1,794) | ||||
Effect on profit and loss | 36,396 | 40,446 | |||
Deferred Assets, net at end of period | R$ 205453 | 170,851 | |||
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 | ||
Deferred tax on business combination | [1] | 0 | |||
Effect on profit and loss | 172,121 | [1] | 114,921 | ||
Deferred Assets, net at end of period | [1] | 594,361 | 422,240 | ||
Impairment losses on trade receivables | |||||
Changes in deferred income tax and social contribution assets and liabilities | |||||
Deferred Assets, net at beginning of period | 20,472 | 13,010 | |||
Deferred tax on business combination | 0 | ||||
Effect on profit and loss | 7,540 | 7,462 | |||
Deferred Assets, net at end of period | 28,012 | 20,472 | |||
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) | |||
Deferred tax on business combination | 0 | ||||
Effect on profit and loss | (247) | 4,608 | |||
Deferred Assets, net at end of period | 3,099 | 3,346 | |||
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) | |||
Deferred tax on business combination | 0 | ||||
Effect on profit and loss | 4,342 | (3,391) | |||
Deferred Assets, net at end of period | (1,206) | (5,548) | |||
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 | |||
Deferred tax on business combination | 0 | ||||
Effect on profit and loss | (31,382) | 420 | |||
Deferred Assets, net at end of period | (10,937) | 20,445 | |||
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 | |||
Deferred tax on business combination | 0 | ||||
Effect on profit and loss | (7,397) | 6,348 | |||
Deferred Assets, net at end of period | 8,421 | 15,818 | |||
Temporary Differences of Right of Use Assets and Lease Liabilities [Member] | |||||
Changes in deferred income tax and social contribution assets and liabilities | |||||
Deferred Assets, net at beginning of period | 7,936 | 6,660 | |||
Effect on profit and loss | 1,276 | ||||
Deferred Assets, net at end of period | 7,936 | ||||
Right of use assets [member] | |||||
Changes in deferred income tax and social contribution assets and liabilities | |||||
Deferred Assets, net at beginning of period | 50,531 | ||||
Deferred tax on business combination | 0 | ||||
Effect on profit and loss | (19,230) | ||||
Deferred Assets, net at end of period | 31,301 | 50,531 | |||
Lease Liabilities | |||||
Changes in deferred income tax and social contribution assets and liabilities | |||||
Deferred Assets, net at beginning of period | (42,595) | ||||
Deferred tax on business combination | 0 | ||||
Effect on profit and loss | 16,911 | ||||
Deferred Assets, net at end of period | (25,684) | (42,595) | |||
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 | [3] | (358,454) | [2] | (248,628) | |
Deferred tax on business combination | [2] | (1,794) | |||
Effect on profit and loss | (110,094) | [2] | (109,826) | [3] | |
Deferred Assets, net at end of period | [2] | (470,342) | (358,454) | [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 | |||
Deferred tax on business combination | 0 | ||||
Effect on profit and loss | 3,832 | 18,628 | |||
Deferred Assets, net at end of period | R$ 48428 | R$ 44596 | |||
[1] The Company’s income tax and social contribution loss are primarily the result of tax amortization of goodwill and the amortization of certain intangibles recognized related to the business combination in 2018 have a limitation for use of 30% of taxable profit generated in each year and do not expire. The tax benefit is expected to be realized over an estimated 6-year period beginning in 2026 Goodwill and fair value adjustments on business combination comprise three Goodwill and fair value adjustments on business combination comprise three |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 12 Months Ended | |
Dec. 31, 2023 shares | ||
Share Capital | ||
Number of shares issued at beginning of period | 83,649,887 | |
Treasury shares | (240,724) | |
Number of shares issued at end of period | 83,649,887 | |
ILP exercised | ||
Share Capital | ||
ILP exercised | 240,724 | [1] |
Treasury shares purchase | ||
Share Capital | ||
Treasury shares | 0 | |
Treasury shares [member] | ||
Share Capital | ||
Number of shares issued at beginning of period | ||
Number of shares issued at end of period | 2,647,652 | |
Free Float | ||
Share Capital | ||
Number of shares issued at beginning of period | ||
Number of shares issued at end of period | 16,566,142 | |
Class A common shares | Treasury shares [member] | ||
Share Capital | ||
Number of shares issued at beginning of period | 1,000,000 | |
Treasury shares | (240,724) | |
Number of shares issued at end of period | 2,647,652 | |
Class A common shares | Treasury shares [member] | ILP exercised | ||
Share Capital | ||
ILP exercised | 0 | [1] |
Class A common shares | Treasury shares [member] | Treasury shares purchase | ||
Share Capital | ||
Treasury shares | 1,888,376 | |
Class A common shares | Free Float | ||
Share Capital | ||
Number of shares issued at beginning of period | 18,213,794 | |
Treasury shares | 0 | |
Number of shares issued at end of period | 16,566,142 | |
Class A common shares | Free Float | ILP exercised | ||
Share Capital | ||
ILP exercised | 240,724 | [1] |
Class A common shares | Free Float | Treasury shares purchase | ||
Share Capital | ||
Treasury shares | (1,888,376) | |
Class B common shares | ||
Share Capital | ||
Number of shares issued at beginning of period | 64,436,093 | |
Treasury shares | 0 | |
Number of shares issued at end of period | 64,436,093 | |
Class B common shares | ILP exercised | ||
Share Capital | ||
ILP exercised | 0 | [1] |
Class B common shares | Treasury shares purchase | ||
Share Capital | ||
Treasury shares | 0 | |
Class B common shares | Treasury shares [member] | ||
Share Capital | ||
Number of shares issued at beginning of period | ||
Number of shares issued at end of period | 0 | |
Class B common shares | Free Float | ||
Share Capital | ||
Number of shares issued at beginning of period | ||
Number of shares issued at end of period | 0 | |
[1]Refers to exercised shares during the year, totaling R$ 330,233, net of withholding taxes (27.5%). |
Shareholder's Equity (Details 1
Shareholder's Equity (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Capital | ||
Total number of shares issued | 83,649,887 | 83,649,887 |
Treasury shares | ||
Share Capital | ||
Total number of shares issued | 2,647,652 | |
Cogna Group | ||
Share Capital | ||
Total number of shares issued | 64,436,093 | |
Free Float | ||
Share Capital | ||
Total number of shares issued | 16,566,142 | |
Class A common shares | ||
Share Capital | ||
Total percentage of shares issued | 23% | |
Class A common shares | Treasury shares | ||
Share Capital | ||
Total number of shares issued | 2,647,652 | 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 | 16,566,142 | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earning per share | |||
Loss Attributable to Shareholder´s | R$ 83772 | R$ 54573 | R$ 118754 |
Weighted average number of ordinary shares outstanding (thousands) | 82,349 | 82,444 | 82,254 |
Basic loss per share - R$ | R$ 1.02 | R$ 0.66 | R$ 1.44 |
Diluted loss per share - R$ | R$ 1.02 | R$ 0.66 | R$ 1.44 |
Shareholder's Equity (Details 3
Shareholder's Equity (Details 3 - Textuals 1) $ / shares in Units, R$ in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2023 BRL (R$) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 BRL (R$) shares | Dec. 31, 2021 BRL (R$) shares | Dec. 31, 2023 USD ($) shares | Sep. 14, 2023 BRL (R$) | Sep. 14, 2023 USD ($) | Jun. 22, 2021 $ / shares shares | |
Share Capital | ||||||||
Number of shares issued and outstanding | 83,649,887 | 83,393,851 | ||||||
Maximum percentage of shares authorized for issuance | 3% | 3% | ||||||
Number of shares outstanding | 81,002,235 | 81,002,235 | ||||||
Purchase of treasury shares | R$ | R$ 39931 | R$ 23880 | R$ 23880 | |||||
Share capital | R$ | 4,820,815 | 4,820,815 | ||||||
Treasury shares | R$ | R$ 59525 | 23,880 | ||||||
Treasury shares | ||||||||
Share Capital | ||||||||
Number of shares outstanding | 1,888,376 | 1,888,376 | ||||||
Purchase of treasury shares | R$ 39931 | $ 8,036 | 23,880 | 23,880 | ||||
Treasury shares | R$ | R$ 59525 | |||||||
Class A common shares | ||||||||
Share Capital | ||||||||
Number of shares approved for issuance | 382,266 | |||||||
Par value per share | $ / shares | $ 0.00005 | |||||||
Common stock authorized | R$ 62500 | $ 12,500 | ||||||
Number of shares outstanding | 16,566,142 | 16,566,142 | ||||||
Class A common shares | Share-based compensation reserve for (vested) [member] | ||||||||
Share Capital | ||||||||
Increase (decrease) through exercise of long-term compensation plan | R$ | R$ 0 | 259 | ||||||
Payroll charges from long-term compensation plan exercised | R$ | 0 | 167 | ||||||
Increase (decrease) through exercise of performance based restricted share units | R$ | 1,398 | 1,912 | ||||||
Payroll charges from performance based restricted share units exercised | R$ | 853 | R$ 1748 | ||||||
Class A common shares | Treasury shares | ||||||||
Share Capital | ||||||||
Number of shares issued and outstanding | 1,000,000 | |||||||
Common stock authorized | R$ 62500 | $ 12,500 | ||||||
Number of shares outstanding | 1,888,376 | 1,888,376 | ||||||
Purchase of treasury shares | R$ 39931 | $ 8,036 | R$ 23880 | R$ 23880 | ||||
Class B common shares | Treasury shares | ||||||||
Share Capital | ||||||||
Number of shares outstanding | 2,647,652 | 2,647,652 | ||||||
Somos Sistemas [Member] | ||||||||
Share Capital | ||||||||
Proportion of ownership interest in subsidiary | 100% | 100% | 100% | |||||
Cogna Group | ||||||||
Share Capital | ||||||||
Share capital | R$ | R$ 4820815 | |||||||
Cogna Group | Class B common shares | ||||||||
Share Capital | ||||||||
Number of shares issued and outstanding | 64,436,093 | 64,436,093 | ||||||
Number of shares outstanding | 64,436,093 | 64,436,093 | ||||||
Others | Class A common shares | ||||||||
Share Capital | ||||||||
Number of shares issued and outstanding | 18,957,758 | |||||||
Others | Class B common shares | ||||||||
Share Capital | ||||||||
Number of shares outstanding | 16,566,142 | 16,566,142 | ||||||
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$ in Thousands, $ in Thousands | 12 Months Ended | ||||||||
Apr. 30, 2022 BRL (R$) shares | Dec. 31, 2023 BRL (R$) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 BRL (R$) shares | Dec. 31, 2021 BRL (R$) shares | Dec. 31, 2023 USD ($) shares | Sep. 14, 2023 BRL (R$) | Sep. 14, 2023 USD ($) | Jun. 22, 2021 shares | |
Share Capital | |||||||||
Maximum percentage of shares authorized for issuance | 3% | 3% | |||||||
Acquisition of shares upon repurchase program | R$ | R$ 39931 | R$ 23880 | R$ 23880 | ||||||
Number of shres acquired upon repurchase program | shares | 2,647,652 | 2,647,652 | |||||||
Number of shares outstanding | shares | 81,002,235 | 81,002,235 | |||||||
Class A common shares | |||||||||
Share Capital | |||||||||
Number of shares approved for issuance | shares | 382,266 | ||||||||
Number of shares outstanding | shares | 16,566,142 | 16,566,142 | |||||||
Common stock authorized | R$ 62500 | $ 12,500 | |||||||
Long Term Investment Plan (“ILP”) | |||||||||
Share Capital | |||||||||
Proceeds from exercise of other than options, net of withholding taxes | R$ | R$ 330233 | ||||||||
Percentage of withholding taxes for exercise of other than options | (27.50%) | (27.50%) | |||||||
Share-based compensation reserve for (granted) [member] | |||||||||
Share Capital | |||||||||
Number of share based compensation plans | 2 | 2 | |||||||
Number of bonus plans | 1 | 1 | |||||||
Treasury shares | |||||||||
Share Capital | |||||||||
Acquisition of shares upon repurchase program | R$ 39931 | $ 8,036 | R$ 23880 | R$ 23880 | |||||
Number of shres acquired upon repurchase program | shares | 2,647,652 | 2,647,652 | 1,000,000 | ||||||
Number of shares outstanding | shares | 1,888,376 | 1,888,376 | |||||||
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$ 39931 | $ 8,036 | R$ 23880 | R$ 23880 | |||||
Number of shres acquired upon repurchase program | shares | 1,000,000 | 1,000,000 | |||||||
Number of shares outstanding | shares | 1,888,376 | 1,888,376 | |||||||
Common stock authorized | R$ 62500 | $ 12,500 | |||||||
Others | Share-based compensation reserve for (granted) [member] | Long Term Investment Plan (“ILP”) | |||||||||
Share Capital | |||||||||
Effect of events on compensation in the Consolidated Statement of Profit or Loss | R$ | 3,194 | ||||||||
Effect of events on compensation in the Shareholder’s Equity | R$ | 2,034 | ||||||||
Labor charges in liabilities | R$ | R$ 1161 | ||||||||
Percentage Of Shares Dilution Due To Sharebased Payment Arrangements | 1.75% | 1.75% | |||||||
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% | 3% | |||||||
Effect of events on compensation in the Consolidated Statement of Profit or Loss | R$ | R$ 13910 | R$ 22461 | |||||||
Number of tranches granted under share-based plan | 2 | 2 | |||||||
Maximum number of tranches authorized for issuance of shares | 5 | 5 | |||||||
Vesting period under the plan | 5 years | 5 years | |||||||
Expected volatility | 30% | 30% | |||||||
Effect of events on compensation in the Shareholder’s Equity | R$ | R$ 9949 | 22,404 | |||||||
Labor charges in liabilities | R$ | R$ 2712 | R$ 58 | |||||||
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$ | R$ 1748 | ||||||||
Labor charges from performance based restricted share units exercised | R$ | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Net Revenue from sales and Services | ||||
Total Net revenue | R$ 1486273 | R$ 1264280 | R$ 947419 | |
Sales | 1,440,259 | 1,229,827 | 914,266 | |
Services | 46,014 | 34,453 | 33,153 | |
Learning Systems | ||||
Net Revenue from sales and Services | ||||
Total Net revenue | 958,674 | 848,531 | 588,168 | |
Complementary Education Services | ||||
Net Revenue from sales and Services | ||||
Total Net revenue | 196,035 | 145,949 | 92,390 | |
Textbooks | ||||
Net Revenue from sales and Services | ||||
Total Net revenue | 123,358 | 126,679 | 123,143 | |
Other products and services | ||||
Net Revenue from sales and Services | ||||
Total Net revenue | [1] | 208,206 | R$ 143121 | R$ 143717 |
Other products and services | Public government customers | ||||
Net Revenue from sales and Services | ||||
Sales | R$ 81199 | |||
[1]In 2023 |
Costs and Expenses by Nature (D
Costs and Expenses by Nature (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Costs and Expenses by Nature | |||
Raw materials and productions costs | R$ 339018 | R$ 232826 | R$ 185862 |
Salaries and payroll charges | (307,948) | (281,894) | (274,581) |
Depreciation and amortization | (287,779) | (268,714) | (211,156) |
Copyright | (96,596) | (72,348) | (58,885) |
Advertising and publicity | (68,194) | (68,708) | (77,655) |
Impairment losses on trade receivables | (55,771) | (45,904) | (32,726) |
Editorial costs | (40,412) | (49,329) | (71,705) |
Third-party services | (37,002) | (47,667) | (25,758) |
Other operating expenses – price adjustment (note 19 i) | (23,562) | 0 | 0 |
Consulting and advisory services | (30,617) | (34,166) | (23,395) |
Travel | (28,516) | (23,577) | (8,747) |
Rent and condominium fees | (23,943) | (18,312) | (17,775) |
Obsolete inventories | (22,006) | (40,924) | (22,117) |
Utilities, cleaning and security | (15,760) | (20,087) | (25,505) |
Other operating expenses | (4,522) | (808) | (61) |
Taxes and contributions | (4,015) | (1,777) | (2,808) |
Material | (3,024) | (6,263) | (3,523) |
Other general and administrative expenses | (378) | (358) | 0 |
Other operating income | 13,699 | 1,828 | 5,615 |
Income from lease and sublease agreements with related parties | 13,071 | 13,047 | 15,939 |
Reversal for tax, civil and labor risks | 9,611 | 15,099 | 1,986 |
Costs and Expenses by Nature | R$ 1352682 | R$ 1183688 | R$ 1018719 |
Costs and Expenses by Nature _2
Costs and Expenses by Nature (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Costs and Expenses by Nature | |||
Cost of goods sold and services | R$ 570907 | R$ 473135 | R$ 396829 |
Commercial expenses | (246,096) | (194,043) | (164,439) |
General and administrative expenses | (465,523) | (471,626) | (430,279) |
Impairment loss on accounts receivable | (55,771) | (45,904) | (32,726) |
Other operating income | 13,699 | 1,828 | 5,615 |
Other operating income | 13,699 | 1,828 | 5,615 |
Other operating expenses | (28,084) | (808) | (61) |
Costs and Expenses by Nature | R$ 1352682 | R$ 1183688 | R$ 1018719 |
Finance result (Details)
Finance result (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Finance income | ||||
Income from financial investments and marketable securities | [1] | R$ 40155 | R$ 54954 | R$ 26719 |
Finance income from indemnification assets and contingencies | [2] | 23,723 | 31,077 | 6,818 |
Other finance income | 6,409 | 2,526 | 2,103 | |
Finance income | 70,287 | 88,557 | 35,640 | |
Finance costs | ||||
Interest on bonds and financing | (117,495) | (108,896) | (43,549) | |
Interest on account payables for business combinations | (65,207) | (65,725) | (8,158) | |
Interest on suppliers | (38,228) | (19,810) | (6,609) | |
Interest on Loans from related parties | 0 | 0 | (157) | |
Bank and collection fees | (5,715) | (3,891) | (6,587) | |
Interest on provision for tax, civil and labor losses | (58,265) | (52,891) | (34,300) | |
Interest on Lease Liabilities | (12,717) | (13,143) | (14,984) | |
Other finance costs | (7,301) | (5,968) | (5,839) | |
Finance costs | (304,928) | (270,324) | (120,183) | |
Total finance result | R$ 234641 | R$ 181767 | R$ 84543 | |
[1] Refers to income from marketable securities indexed at CDI. Refers to finance 22 ( Predecessor) by Group ( Parent Company). |
Finance result - Additional inf
Finance result - Additional information (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Mar. 03, 2023 | Dec. 31, 2023 | |
Finance result | ||
Interest rate basis | 100% of the DI | CDI |
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$ 676255 |
Segment Reporting (Details)
Segment Reporting (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting | |||
Net revenue from sales and services | R$ 1486273 | R$ 1264280 | R$ 947419 |
Cost of goods sold and services | (570,907) | (473,135) | (396,829) |
Operating income (expenses) | |||
General and administrative expenses | (465,523) | (471,626) | (430,279) |
Commercial expenses | (246,096) | (194,043) | (164,439) |
Other operating income | 13,699 | 1,828 | 5,615 |
Impairment losses on trade receivables | (55,771) | (45,904) | (32,726) |
Share of loss equity-accounted investees | (18,655) | (4,512) | 0 |
Profit (loss) before finance result and taxes | 114,936 | 76,080 | R$ 71300 |
Assets | 7,402,880 | 7,520,591 | |
Current and non-current liabilities | R$ 2882089 | R$ 2890912 |
Segment Reporting (Details 1 -
Segment Reporting (Details 1 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting | |||
Net revenue from sales and services | R$ 1486273 | R$ 1264280 | R$ 947419 |
Non-cash transactions - Additio
Non-cash transactions - Additional information (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Disclosure of non-cash transactions [line items] | |||||
Additions and renegotiations of right of use assets and lease liabilities | R$ 23871 | R$ 12002 | R$ 25513 | ||
Non-monetary transaction, disposals of contracts of right of use assets and lease liabilities | 38,386 | [1] | 3,180 | [1] | 381 |
Escola Start Ltda. ("Start") | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | R$ 1698 | ||||
Phidelis | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | R$ 12733 | ||||
SEL | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | 26,876 | ||||
Redacao Nota 1000 | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | 7,294 | ||||
EMME | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | 12,253 | ||||
De Gouges | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | 451,554 | ||||
Pluri | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | 12,347 | ||||
Mind Makers | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | 13,621 | ||||
Meritt | |||||
Disclosure of non-cash transactions [line items] | |||||
Non-monetary transaction, accounts payable assumed | R$ 4330 | ||||
[1] Refers to cancellated contract of the previous property used to offer Anglo course. |
Subsequent events - Additional
Subsequent events - Additional information (Details) - shares | 2 Months Ended | 12 Months Ended | ||
Feb. 29, 2024 | Jan. 31, 2024 | Feb. 29, 2024 | Dec. 31, 2023 | |
Subsequent events | ||||
Treasury shares | (240,724) | |||
Treasury shares [member] | Class A common shares | ||||
Subsequent events | ||||
Treasury shares | (240,724) | |||
Repurchase program on shares | Treasury shares [member] | Class A common shares | ||||
Subsequent events | ||||
Treasury shares | 419,905 | 657,510 | 1,077,415 |