Cover page
Cover page | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Entity Registrant Name | CI&T Inc |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Central Index Key | 0001868995 |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Dec. 31, 2022 |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41035 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Estrada Guiseppina Vianelli De Napoli, 1455 – Bl. C, |
Entity Address, Address Line Two | pavimento superior, Globaltech, |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 13086-530 |
Entity Address, Country | BR |
Entity Common Stock, Shares Outstanding | 19,969,110 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-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 |
Security Exchange Name | NYSE |
Title of 12(b) Security | Class A common shares, par value US$0.00005 per share |
Trading Symbol | CINT |
Auditor Name | KPMG Auditores Independentes Ltda. |
Auditor Location | São Paulo, Brazil |
Auditor Firm ID | 1124 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Contact Personnel Name | Stanley Rodrigues |
Entity Address, Address Line One | Estrada Guiseppina Vianelli De Napoli, 1455 – Bl. C, |
Entity Address, Address Line Two | pavimento superior, Globaltech, |
Entity Address, City or Town | São Paulo |
Entity Address, Postal Zip Code | 13086-530 |
Entity Address, Country | BR |
City Area Code | +55 19 |
Local Phone Number | 21024500 |
Consolidated statements of fina
Consolidated statements of financial position R$ in Thousands, $ in Thousands | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) |
Assets | ||
Cash and cash equivalents | R$ 185727 | R$ 135727 |
Financial investments | 96,299 | 798,786 |
Trade receivables | 501,671 | 340,519 |
Contract assets | 217,250 | 134,388 |
Recoverable taxes | 7,619 | 7,785 |
Tax assets | 2,959 | 2,810 |
Derivatives - hedge accounting | 19,637 | 0 |
Derivatives | 11,194 | 896 |
Other assets | 38,269 | 29,994 |
Total current assets | 1,080,625 | 1,450,905 |
Recoverable taxes | 3,624 | 3,046 |
Deferred tax assets | 35,138 | 31,989 |
Judicial deposits | 9,819 | 3,079 |
Restricted cash - Escrow account and indemnity asset | 31,552 | 0 |
Other assets | 3,654 | 2,974 |
Property, plant and equipment | 55,266 | 57,721 |
Intangible assets and goodwill | 1,750,898 | 738,803 |
Right-of-use assets | 56,187 | 73,827 |
Total non-current assets | 1,946,138 | 911,439 |
Total assets | 3,026,763 | 2,362,344 |
Liabilities and equity | ||
Suppliers and other payables | 33,376 | 33,566 |
Loans and borrowings | 231,296 | 164,403 |
Lease liabilities | 21,539 | 21,214 |
Salaries and welfare charges | 260,156 | 234,173 |
Accounts payable for business combination | 71,650 | 48,923 |
Derivatives - hedge accounting | 35,169 | 0 |
Derivatives | 4,109 | 535 |
Tax liabilities | 3,890 | 13,345 |
Other taxes payable | 14,382 | 5,423 |
Contract liability | 32,136 | 13,722 |
Other liabilities | 47,501 | 13,669 |
Total current liabilities | 755,204 | 548,973 |
Loans and borrowings | 742,935 | 624,306 |
Lease liabilities | 41,269 | 60,674 |
Provisions | 12,347 | 633 |
Accounts payable for business combination | 133,299 | 36,803 |
Other liabilities | 3,530 | 1,660 |
Total non-current liabilities | 933,380 | 724,076 |
Equity | ||
Share capital | 37 | 36 |
Share premium | 946,173 | 915,947 |
Capital reserves | 203,218 | 10,105 |
Profit reserves | 251,873 | 125,957 |
Other comprehensive income (loss) | (63,122) | 37,250 |
Total equity | 1,338,179 | 1,089,295 |
Total equity and liabilities | R$ 3026763 | R$ 2362344 |
Consolidated statements of prof
Consolidated statements of profit or loss - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated statements of other comprehensive income | |||
Net revenue | R$ 2187710 | R$ 1444380 | R$ 956519 |
Costs of services provided | (1,425,219) | (935,732) | (600,866) |
Gross profit | 762,491 | 508,648 | 355,653 |
Selling expenses | (163,871) | (89,654) | (65,093) |
General and administrative expenses | (315,915) | (151,681) | (81,161) |
Research and technological innovation expenses | 0 | (4) | (3,462) |
Impairment loss on trade receivables and contract assets | (329) | (497) | (196) |
Other income (expenses) net | (8,458) | (22,206) | 2,503 |
Operating expenses net | (488,573) | (264,042) | (147,409) |
Operating profit before financial income and tax | 273,918 | 244,606 | 208,244 |
Finance income | 172,996 | 69,816 | 47,808 |
Finance cost | (246,642) | (104,048) | (63,261) |
Net finance costs | (73,646) | (34,232) | (15,453) |
Profit before income tax | 200,272 | 210,374 | 192,791 |
Income tax expense | |||
Current | (69,873) | (95,375) | (66,912) |
Deferred | (4,483) | 10,958 | 1,775 |
Net profit for the year | 125,916 | 125,957 | 127,654 |
Income attributable to: | |||
Controlling shareholders | 125,916 | 125,957 | 127,654 |
Net profit for the year | R$ 125916 | R$ 125957 | R$ 127654 |
Earnings per share | |||
Earnings per share – basic (in R$) | R$ 0.95 | R$ 1.03 | R$ 1.06 |
Earnings per share – diluted (in R$) | R$ 0.93 | R$ 1.01 | R$ 1.04 |
Consolidated statements of othe
Consolidated statements of other comprehensive income - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated statements of other comprehensive income | |||
Net profit for the year | R$ 125916 | R$ 125957 | R$ 127654 |
Items that are or may be reclassified subsequently to profit or loss | |||
Exchange differences on translation of foreign operations | (84,840) | 23,830 | 9,620 |
Cash flow hedges - effective portion of changes in fair value | (15,532) | 0 | 0 |
Total comprehensive income for the year | 25,544 | 149,787 | 137,274 |
Total comprehensive income attributed to | |||
Owners of the Company | 25,544 | 149,787 | 137,274 |
Total comprehensive income for the year | R$ 25544 | R$ 149787 | R$ 137274 |
Consolidated statements of chan
Consolidated statements of changes in equity - BRL (R$) R$ in Thousands | Total | Somo Group | Transpire Group | Box 1824 Group | NTERSOL Group | Share capital | Share capital Somo Group | Share capital Transpire Group | Share capital Box 1824 Group | Share premium | Share premium Somo Group | Share premium Transpire Group | Share premium Box 1824 Group | Share premium NTERSOL Group | Capital reserve | Capital reserve Somo Group | Capital reserve Transpire Group | Capital reserve Box 1824 Group | Capital reserve NTERSOL Group | Legal reserve | Legal reserve Somo Group | Legal reserve Transpire Group | Legal reserve Box 1824 Group | Legal reserve NTERSOL Group | Retained earnings reserve | Retained earnings reserve Somo Group | Retained earnings reserve Transpire Group | Retained earnings reserve Box 1824 Group | Retained earnings reserve NTERSOL Group | Retained earnings | Retained earnings Somo Group | Retained earnings Transpire Group | Retained earnings Box 1824 Group | Retained earnings NTERSOL Group | Other comprehensive income (loss) | Other comprehensive income (loss) Somo Group | Other comprehensive income (loss) Transpire Group | Other comprehensive income (loss) Box 1824 Group | Other comprehensive income (loss) NTERSOL Group |
Equity at beginning of the period at Dec. 31, 2019 | R$ 109705 | R$ 68968 | R$ 0 | R$ 4112 | R$ 8846 | R$ 23979 | R$ 0 | R$ 3800 | |||||||||||||||||||||||||||||||
Comprehensive income for the year | |||||||||||||||||||||||||||||||||||||||
Net profit for the year | 127,654 | 0 | 0 | 0 | 0 | 0 | 127,654 | 0 | |||||||||||||||||||||||||||||||
Exchange variation in foreign investments | 9,620 | ||||||||||||||||||||||||||||||||||||||
Cash flow hedges - effective portion of changes in fair value | 0 | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income for the year | 9,620 | 0 | 0 | 0 | 0 | 0 | 0 | 9,620 | |||||||||||||||||||||||||||||||
Total comprehensive income for the year | 137,274 | 0 | 0 | 0 | 0 | 0 | 127,654 | 9,620 | |||||||||||||||||||||||||||||||
Contributions, distribution and constitution of reserves | |||||||||||||||||||||||||||||||||||||||
Equity settled share-based payment - Vested immediately | 2,652 | 0 | 0 | 2,652 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Tax effect on the share-based compensation | 45 | 0 | 0 | 0 | 0 | 45 | 0 | 0 | |||||||||||||||||||||||||||||||
Additional dividends of previous year | (16,263) | 0 | 0 | 0 | 0 | (16,263) | 0 | 0 | |||||||||||||||||||||||||||||||
Interest on shareholders' equity | (4,276) | 0 | 0 | 0 | 0 | 0 | (4,276) | 0 | |||||||||||||||||||||||||||||||
Legal reserve constitution | 0 | 0 | 0 | 0 | 4,947 | 0 | (4,947) | 0 | |||||||||||||||||||||||||||||||
Minimum mandatory dividends | (30,677) | 0 | 0 | 0 | 0 | 0 | (30,677) | 0 | |||||||||||||||||||||||||||||||
Constitution of retained earnings reserve | 0 | 0 | 0 | 0 | 0 | 87,754 | (87,754) | 0 | |||||||||||||||||||||||||||||||
Total contributions and distribution and constitution of reserves | (48,519) | 0 | 0 | 2,652 | 4,947 | 71,536 | (127,654) | 0 | |||||||||||||||||||||||||||||||
Equity at end of the period at Dec. 31, 2020 | 198,460 | 68,968 | 0 | 6,764 | 13,793 | 95,515 | 0 | 13,420 | |||||||||||||||||||||||||||||||
Comprehensive income for the year | |||||||||||||||||||||||||||||||||||||||
Net profit for the year | 125,957 | 0 | 0 | 0 | 0 | 0 | 125,957 | 0 | |||||||||||||||||||||||||||||||
Exchange variation in foreign investments | 23,830 | ||||||||||||||||||||||||||||||||||||||
Cash flow hedges - effective portion of changes in fair value | 0 | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income for the year | 23,830 | 0 | 0 | 0 | 0 | 0 | 0 | 23,830 | |||||||||||||||||||||||||||||||
Total comprehensive income for the year | 149,787 | 0 | 0 | 0 | 0 | 0 | 125,957 | 23,830 | |||||||||||||||||||||||||||||||
Contributions, distribution and constitution of reserves | |||||||||||||||||||||||||||||||||||||||
Equity settled share-based payment - Vested immediately | 2,498 | 0 | 0 | 2,498 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Share options exercised | 0 | 28,697 | 0 | (28,697) | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Tax effect on the share-based compensation | (147) | 0 | 0 | 0 | 0 | (147) | 0 | 0 | |||||||||||||||||||||||||||||||
Corporate restructuring | 0 | (88,206) | 0 | 95,711 | (13,793) | 6,288 | 0 | 0 | |||||||||||||||||||||||||||||||
Capital contribution | 3 | 3 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Initial public offering proceeds, gross | 915,947 | 0 | 915,947 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Initial public offering costs, net of taxes | (66,876) | 0 | 0 | (66,876) | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Additional dividends of previous year | (95,368) | 0 | 0 | 0 | 0 | (95,368) | 0 | 0 | |||||||||||||||||||||||||||||||
Interest on shareholders' equity | (6,288) | 0 | 0 | 0 | 0 | (6,288) | 0 | 0 | |||||||||||||||||||||||||||||||
Constitution of retained earnings reserve | 0 | 0 | 0 | 0 | 0 | 125,957 | (125,957) | 0 | |||||||||||||||||||||||||||||||
Total contributions and distribution and constitution of reserves | 749,769 | (59,506) | 915,947 | 2,636 | (13,793) | 30,442 | (125,957) | 0 | |||||||||||||||||||||||||||||||
Changes in ownership interest | |||||||||||||||||||||||||||||||||||||||
Spin-off of the CI&T IOT | (8,829) | (9,426) | 0 | 597 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Merger of Hoshin | 108 | 0 | 0 | 108 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Total changes in ownership interest | (8,721) | (9,426) | 0 | 705 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Equity at end of the period at Dec. 31, 2021 | 1,089,295 | 36 | 915,947 | 10,105 | 0 | 125,957 | 0 | 37,250 | |||||||||||||||||||||||||||||||
Comprehensive income for the year | |||||||||||||||||||||||||||||||||||||||
Net profit for the year | 125,916 | 0 | 0 | 0 | 0 | 0 | 125,916 | 0 | |||||||||||||||||||||||||||||||
Exchange variation in foreign investments | (84,840) | 0 | 0 | 0 | 0 | 0 | 0 | (84,840) | |||||||||||||||||||||||||||||||
Cash flow hedges - effective portion of changes in fair value | (15,532) | 0 | 0 | 0 | 0 | 0 | 0 | (15,532) | |||||||||||||||||||||||||||||||
Total comprehensive income for the year | 25,544 | 0 | 0 | 0 | 0 | 0 | 125,916 | (100,372) | |||||||||||||||||||||||||||||||
Contributions, distribution and constitution of reserves | |||||||||||||||||||||||||||||||||||||||
Issues of ordinary shares related to business combinations | R$ 14037 | R$ 16189 | R$ 0 | R$ 0 | R$ 14037 | R$ 16189 | R$ 0 | R$ 0 | R$ 0 | R$ 0 | R$ 0 | R$ 0 | R$ 0 | R$ 0 | R$ 0 | R$ 0 | |||||||||||||||||||||||
Equity settled share-based payment - Vested immediately | 2,121 | R$ 4124 | R$ 170774 | 0 | R$ 0 | 0 | R$ 0 | R$ 0 | 2,121 | R$ 4124 | R$ 170774 | 0 | R$ 0 | R$ 0 | 0 | R$ 0 | R$ 0 | 0 | R$ 0 | R$ 0 | 0 | R$ 0 | R$ 0 | ||||||||||||||||
Equity settled restricted stock units | 3,376 | 0 | 3,376 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Equity settled incentive stock options | 50 | 0 | 50 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Share options exercised | 12,669 | 1 | 0 | 12,668 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Constitution of retained earnings reserve | 0 | 0 | 0 | 0 | 0 | 125,916 | (125,916) | 0 | |||||||||||||||||||||||||||||||
Total contributions and distribution and constitution of reserves | 223,340 | 1 | 30,226 | 193,113 | 0 | 125,916 | (125,916) | 0 | |||||||||||||||||||||||||||||||
Equity at end of the period at Dec. 31, 2022 | R$ 1338179 | R$ 37 | R$ 946173 | R$ 203218 | R$ 0 | R$ 251873 | R$ 0 | R$ 63122 |
Consolidated statements of cash
Consolidated statements of cash flows - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flow from operating activities | |||
Net profit for the year | R$ 125916 | R$ 125957 | R$ 127654 |
Adjustments for: | |||
Depreciation and amortization | 94,558 | 48,354 | 29,882 |
Loss on the sale of property, plant and equipment and intangible assets | 3,781 | 1,237 | 689 |
Interest, monetary variation and exchange rate changes | 55,323 | 45,627 | 7,789 |
Interest and exchange variation on accounts payable for business combinations | (2,994) | 3,091 | 0 |
Exchange variation on escrow account related to Somo acquisition | 2,968 | 0 | 0 |
Interest on lease | 3,823 | 6,369 | 5,023 |
Unrealized loss (gain) on financial instruments | (7,114) | 3,084 | (2,512) |
Income tax expenses | 74,356 | 84,417 | 65,137 |
Impairment losses on trade receivables | 423 | 280 | 414 |
(Reversal of) impairment losses on contract assets | (94) | 217 | (218) |
Write-off of intangible assets | 0 | 21,894 | 0 |
Provision for labor risks | 386 | 472 | (12) |
Provision for indemnity | 0 | 0 | (18) |
Share-based plan | 5,486 | 2,531 | 942 |
Income on financial investments | (1,964) | 0 | 0 |
Fair value adjustment on accounts payable for business combination | 11,497 | 0 | 0 |
Exchange rate changes on indemnity | 0 | 0 | (4,324) |
Others | (1,855) | 98 | 469 |
Variation in operating assets and liabilities | |||
Trade receivables | (116,574) | (102,300) | (47,848) |
Contract assets | (69,101) | (52,876) | (8,339) |
Other taxes recoverable | (547) | (13,806) | 461 |
Tax assets | 1,267 | (91) | 507 |
Judicial deposits | (6,741) | 4 | 0 |
Suppliers | (29,769) | 12,215 | 6,746 |
Salaries and welfare charges | 10,729 | 63,083 | 49,086 |
Tax liabilities | (9,681) | (17,364) | (12,275) |
Other taxes payable | 6,376 | 1,698 | (407) |
Contract liabilities | 9,636 | 1,922 | (7,138) |
Payment of share-based indemnity | 0 | (628) | (43,354) |
Other receivables and payables, net | 565 | (21,054) | (11,435) |
Cash generated from operating activities | 160,656 | 214,431 | 156,919 |
Income tax paid | (48,299) | (64,150) | (47,044) |
Interest paid on loans and borrowings | (70,096) | (12,149) | (3,880) |
Interest paid on lease | (6,169) | (5,753) | (5,023) |
Net cash from operating activities | 36,092 | 132,379 | 100,972 |
Cash flows from investing activities | |||
Acquisition of property, plant and equipment and intangible assets | (22,967) | (29,907) | (21,391) |
Redemption (Contribution in) of financial investments | 655,533 | (784,915) | 0 |
Cash outflow on hedge accounting settlement | 25,263 | 0 | 0 |
Hedge accounting - ineffective portion inflow | 5,337 | 0 | 0 |
Net cash used in investing activities | (82,560) | (1,507,544) | (21,391) |
Cash flow from financing activities | |||
Share-based plan contributions | 0 | 1,282 | 0 |
Issuance of common shares at initial public offering | 0 | 915,947 | 0 |
Transaction cost of offering | 0 | (55,874) | 0 |
Dividends paid | 0 | (126,045) | (30,977) |
Exercised of share-based compensation | 12,668 | 0 | 0 |
Interest on equity, paid | 0 | (6,288) | (4,276) |
Payment of lease liabilities | (26,993) | (17,656) | (15,500) |
Proceeds from loans and borrowings | 527,507 | 740,596 | 144,269 |
Settlement of derivatives | 390 | 0 | 0 |
Payment of loans and borrowings | (350,571) | (75,196) | (88,107) |
Payment of installment related to acquisition of business - Dextra | (62,338) | 0 | 0 |
Net cash from financing activities | 100,663 | 1,376,766 | 5,409 |
Net increase in cash and cash equivalents | 54,195 | 1,601 | 84,990 |
Cash and cash equivalents as of January 1st | 135,727 | 162,827 | 79,500 |
Supplemental cash flow items [abstract] | |||
Exchange variation effect on cash and cash equivalents | (4,195) | (20,949) | (1,663) |
Cash reduction due to spin-off effect | 0 | (7,752) | 0 |
Cash and cash equivalents as of December 31 | 185,727 | 135,727 | 162,827 |
Dextra Group | |||
Cash flows from investing activities | |||
Acquisition of subsidiary net of cash acquired | 0 | (692,722) | 0 |
Somo Group | |||
Cash flows from investing activities | |||
Acquisition of subsidiary net of cash acquired | (270,825) | 0 | 0 |
Box 1824 Group | |||
Cash flows from investing activities | |||
Acquisition of subsidiary net of cash acquired | (19,040) | 0 | 0 |
Transpire Group | |||
Cash flows from investing activities | |||
Acquisition of subsidiary net of cash acquired | (55,724) | 0 | 0 |
NTERSOL Group | |||
Cash flows from investing activities | |||
Acquisition of subsidiary net of cash acquired | R$ 400137 | R$ 0 | R$ 0 |
Operational context
Operational context | 12 Months Ended |
Dec. 31, 2022 | |
Operational context | |
Operational context | 1 Operational context CI&T Inc (“CI&T” or “Company”) is a publicly held company incorporated in the Cayman Islands on June 2021, headquartered at Rua Dr. Ricardo Benetton Martins, 1000, Pólis de Tecnologia, in the City of Campinas, State of São Paulo, Brazil. As a holding company, it is mainly engaged in the investment, as a partner or shareholder, in other companies, consortia or joint ventures in Brazil, and other countries. The Company’s subsidiaries are mainly engaged in the development of customizable software through the implementation of software solutions, including machine learning, artificial intelligence (AI), analytics, cloud migration and mobility technologies. The se consolidated financial statements comprise the Company and its subsidiaries (collectively referred to as the “Group” ). Unless otherwise indicated or if the context otherwise requires, all references in these consolidated financial statements to “CI&T Brazil” refer to CI&T Software S.A., of the Company’s subsidiaries. Since November 10, CI&T has been a publicly-held company registered with the US Securities and Exchange Commission (the “SEC ”) and its shares are traded on the New York Stock Exchange (“NYSE ”) under the ticker symbol “CINT”. a. Corporate restructuring CI&T Inc. became the holding entity of CI&T Software S.A. (“CI&T Brazil”) in connection with the initial public offering. Prior to the IPO, CI&T Inc. had not begun operations, had nominal assets and liabilities, and had no material contingent liabilities or commitments. On October 04, 2021, CI&T Inc. established, as a sole member, the subsidiary CI&T Delaware LLC (“CI&T Delaware”). The main office is located at Little Falls Drive, Wilmington, Delaware, . On November 8, 2021, all CI&T Brazil’s shares were contributed to CI&T Delaware and, subsequently, CI&T Delaware’s shares were transferred to CI&T Inc. Until this corporate reorganization, CI&T Brazil, an operating company, was the ultimate holding of the Group, and it consolidated the results of all companies until that date. The Group accounted for the restructuring as a business combination of entities under common control, and the pre-combination carrying amounts of CI&T Brazil are included in CI&T’s consolidated financial statements with no fair value uplift. Thus, these consolidated financial statements reflect: (i) The historical operating results and financial position of CI&T Brazil prior to restructuring; (ii) The consolidated results of the Group following the restructuring; (iii) The assets and liabilities of CI&T Brazil and its then subsidiaries at their historical cost; (iv) The number of ordinary shares issued by CI&T, as a result of the restructuring is reflected retroactively to January 1, 2020, for purposes of calculating earnings per share; (v) CI&T Brazil shares were contributed in (vi) As the remaining equity reserves of CI&T Brazil are no longer applicable to CI&T, they were added to the initial capital reserve balance (see note 2 2 .c). |
List of direct and indirect sub
List of direct and indirect subsidiaries | 12 Months Ended |
Dec. 31, 2022 | |
List of direct and indirect subsidiaries | |
List of direct and indirect subsidiaries | 2 List of direct and indirect subsidiaries Information on the Company ’ s direct and indirect subsidiaries is presented below: December 31,2022 December 31,2021 December 31,2020 Subsidiaries Country of Origin Direct Indirect Direct Indirect Direct Indirect CI&T Delaware LLC (a) United States 100% - 100% - - - CI&T Software S.A. Brazil - 100% - 100% - - CI&T Japan, Inc. Japan - 100% - 100% 100% - CI&T China Inc. China - 100% - 100% - 100% CI&T IOT (b) Brazil - - - - 100% - CI&T Portugal Unipessoal Lda. Portugal - 100% - 100% 100% - CI&T Australia PTY Ltd. Australia - 100% - 100% 100% - Dextra Inc (c) United States - 100% - 100% - - CINQ Inc. (c) United States - 100% - 100% - - CI&T, Inc. (“CI&T US”) United States - 100% - 100% 100% - CI&T Software Inc. (“CI&T Canada”) Canada - 100% - 100% - 100% CI&T UK Limited. (“CI&T UK”) United Kingdom - 100% - 100% - 100% CI&T Colombia Colombia - 100% - - - - CI&T Argentina S/A Argentina - 100% - 100% - 100% NTERSOL Consulting LLC (“NTERSOL”) (f) United States - 100% - - - - CoreIP Holdings, Inc. (f) United States - 100% - - - - Somo Global Ltd (“Somo”) (d) United Kingdom 100% - - - - - Somo Custom Ltd (d) United Kingdom - 100% - - - - Somo Global Inc. (d) United States - 100% - - - - Somo Global S AS. (d) Colombia - 100% - - - - Ideonyx Ltd (in liquidation) (d) United Kingdom - 100% - - - - Somo Ltd (dormant) (d) United Kingdom - 100% - - - - CI&T Oceania PTY Ltd (“Transpire”) (e) Australia 100% - - - - - Unconstrained Thinking PTY Ltd (e) Australia - 100% - - - - (a) Refers to note 1.a. (b) In July 2019, the subsidiary CI&T IOT Comércio de Hardware e Software Ltda. started its operations. The subsidiary’s main activity is the sale of technology devices and software on environment management platforms for efficient use of spaces. In April 2021, the partial spin-off on the CI&T IOT investment was approved with the transfer of its net equity to CI&T Brazil’s shareholders. (c) In August 2021, CI&T Brazil completed the acquisition of 100% of the shareholding control of Dextra Investimentos S.A. and its subsidiaries (see note 9.1). (d) In January 2022, the Company completed the acquisition of 100 Somo Global Ltd and its subsidiaries (see note 9.2 (e) In September 2022, the Company completed the acquisition of 100 Transpire Technolog y P ty Ltd and it subsidiary (see note 9 4 ). (f) In November 2022, the Company completed the acquisition of 100 holding control of NTERSOL Consulting LLC and it s subsidiary (see note 9.5 |
Basis of accounting
Basis of accounting | 12 Months Ended |
Dec. 31, 2022 | |
Basis of accounting | |
Basis of accounting | 3 Basis of accounting These consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The issuance of these consolidated financial statements was authorized by the Company’s Board of Directors and Audit Committee on March 28, 2023. Details of the Group’s accounting policies are included in n ote 8 . |
Functional and presentation cur
Functional and presentation currency | 12 Months Ended |
Dec. 31, 2022 | |
Functional and presentation currency | |
Functional and presentation currency | 4 Functional and presentation currency These consolidated financial statements are presented in Brazilian Reais (“R$”), which is the Company's functional currency. All balances are rounded to the nearest thousands, except when otherwise indicated. The main exchange rates used in the preparation of the Company's financial statements are Brazilian Reais, US dollar (“US$”), Yen, Euro, Australian dollar (“AU$”), Pound sterling (“£”), and Colombian peso as the Company’s subsidiaries have the following functional currencies: CI&T Brazil and BOX 1824 have the local currency, the Brazilian Reais, as its functional currency; CI&T Inc (USA) , NTERSOL and Somo Global Inc have the local currency, the US dollar, as their functional currency; CI&T Japan Inc has the local currency, Yen, as its functional currency; CI&T Portugal has the local currency, Euro, as its functional currency; CI&T Australia and Transpire have the local currency, Australian dollar, as its functional currency; CI&T United Kingdom, Somo Global and Somo Custom have the local currency, the Pound sterling, as their functional currency; and CI&T Colombia and Somo Global SAS have the local currency, the Colombian peso, as its functional currency. |
Use of judgments and estimates
Use of judgments and estimates | 12 Months Ended |
Dec. 31, 2022 | |
Use of judgments and estimates | |
Use of judgments and estimates | 5 Use of judgments and estimates In preparing these consolidated financial statements, Management has made judgments and estimates that affect the application of the Comp a ny's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. The revisions to estimates are recognized prospectively. a. Judgments Information about judgments made in the application of accounting policies that have significant effects on the amounts recognized in the financial statements are included in the following notes: • Note – 7 - lease term: whether the Group is reasonably certain to exercise extension options ; • Note – 2 3 - revenue recognition: whether service revenue is recognized over time or at a point in time. b. Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year is included in the following note: • Note 9 – acquisition of subsidiary: fair value of the consideration transferred, fair value of identifiable intangibles. • Note 14 c. Measurement of fair valu e s A number of the Group’s accounting policies and disclosures require the measurement of fair values , for both financial and non-financial assets and liabilities. The Group has established a control framework with respect to the measurement of fair value . This includes the review of significant fair value measurements, significant unobservable data and valuation adjustments. If third -party information, such as broker quotes or pricing services, is used to measure fair values, the valuation team assesses the evidence obtained from third parties to support the conclusion that such valuations meet the requirements of the A ccounting S tandards, including the level in the fair value hierarchy in which the valuations should be classified. When measuring the fair value of an asset or a liability, the Group uses observable market data as much as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: Quoted prices (not adjusted) in active markets for identical assets or liabilities . • Level 2 : • Level 3: If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the changes ha ve oc curred. Further information about the assumptions made in measuring fair values is included in the following notes: • Note 9 – business combinati o n - acquisition of subsidiary ; • Note 2 1 – share-based payment transactions and the compensation for the cancellation of the s hare based ; and • Note 2 8 – financial instruments . |
Changes in significant accounti
Changes in significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Changes in significant accounting policies | |
Changes in significant accounting policies | 6 Changes in significant accounting policies The Group has adopted Onerous Contracts – Costs of Ful filling a Contract (Amendments to IAS 37) from 1 January 2022. This resulted in a change in accounting policy performing an onerous contracts assessment. Previously, the Group included only incremental costs to fulfil a contract when determining whether that co ntract was onerous. The revised policy is to include both incremental costs and an allocation of other direct costs. The amendments apply prospectively to contracts existing at the date when the amendments are first applied. The Group has analyzed all contracts existing at 1 January 2022 and determined that none of them would be identified as onerous applying the revised accounting policy – i.e. there is no impact on the opening equity balances as at 1 January 2022 as a result of the change. Standards issued but not yet effect ive A number of new standards are effective for annual periods beginning after 1 January 2022 and earlier application is permitted, however, the Group has not early adopted the new or amended stan dards in preparing the consolidated financial statements. The adoption of these pronouncements, amendments are not expected to have a significant impact on the Group’s consolidated financial statements. (i) Deferred tax related assets and liabilities arising from a single transaction (Amendments to IAS 12) The amendm ents narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting temporary differences – e.g. leases and decommissioning liabilities. The amendments apply for annual reporting periods begin n in g on or after 1 January 202 3 . For leases and decommissioning liabilities , the associated deferred tax asset and liabilities will need to be recognized from beginning of the earliest comparative period presented, with any cumulative effect recognized as an adjustment to retained earnings or other components of equity at that date. For all other transactions, the amendments apply to transactions that occur after the beginning of the earliest period presented. (ii) Classification of liabilities as current or non- current (Amendments to IAS 1) The amendments, as issued in 2020, aim to clarify the requirements on determin ing whether a liability is current or non-current, and apply for annual reporting periods beginning on or after 1 January 2023. However, the IASB has subsequently proposed further amendments to IAS 1 and the deferral of the effective date of 2020 amendments to no earlier than 1 January 2024 . Due to these ongoing developments, the Group is unable to determine the impact of these amendments on the consolidated financial statements in the period of initial application. The Group is closely monitoring the developments. (iii) Other standards • Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) • Definition of Accounting Estimates (Amendments to IAS 8) |
Basis of measurement
Basis of measurement | 12 Months Ended |
Dec. 31, 2022 | |
Basis of measurement | |
Basis of measurement | 7 Basis of measurement The consolidated financial statements were prepared based on the historical cost basis, except for derivative financial instruments, non-derivatives financial instruments, contingent consideration assumed in a business combination, liabilities for the cancellation of the share-based plan, and liabilities for cash-settled shared - based payment arrangements which are measured at fair value at each reporting date. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Significant accounting policies | 8 Significant accounting policies The Group has consistently applied the following accounting policies described below to all the periods presented in these consolidated financial statements except if mentioned otherwise (see note 6 ). a. Basis of consolidation (i) Business combination The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any goodwill that may arise is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. 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 profit or loss. If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employee (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service. (ii) Subsidiaries Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The financial statements of s ubsidiaries are included in the consolidated financial statements from the date in which control commences until the date in which control ceases. (iii) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency translation gain s or losses) arising from intra-group transactions, are eliminated. Unrealized losses arising are eliminated in the same way as unrealized gain , but only to the extent that there is no evidence of impairment . b. Foreign currency (i) F oreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of the Company and its subsidiaries by the exchange rates at the dates of each such transaction. Monetary assets and liabilities denominated in foreign currencies on the reporting date are translated to the functional currency at the exchange rate on that date. Non-monetary assets and liabilities that are measured at fair value in foreign currency are re translated in to the functional currency at the exchange rate on the date when the fair value was determined. Non-monetary items that are measured based on historical cost in foreign currency are translated at the exchange rate on the transaction date. F oreign currency differences are gene rally recognized in profit or loss and presented within finance costs. However, foreign currency differences resulting from the translation of investments abroad and the qualifying cash flow hedges to the extent that the hedges are effective are recognized in other comprehensive income . (ii) Foreign operations The a ssets and liabilities of foreign operations, including goodwill and fair value adjustments aris ing from acquisition, are translated into Brazilian Reais at the exchange rates at the reporting date. The i ncome and expenses of operations abroad are translated into Brazilian R eais at the exchange rates at the transaction date. Foreign currency differences are recognized in other comprehensive income and accumulated in the translation reserve . c. Revenue from contracts with customers Information about the Gro u p's accounting policies related to contracts with customers is provided in note 23 . d. Employee benefits (i) Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. These liabilities are recognized at the amount of the expected payment if the Company has a present legal obligation to pay this amount due to service provided by the employee and the obligation can be estimated reliably. (ii) Share-based payment arrangements The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes . The Group recognizes each expense according to the services rendered for each subsidiary where the employee participating in the plan works, with the counterpart at: (a) increase in equity if the services rendered are received in a transaction with a share-based payment settled in equity instruments; (b) or, if the services rendered are acquired in a transaction with a share-based payment settled in cash (or other assets) , a liability is recognized . The fair value of the amount payable to employees related to the rights on the valuation of shares, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities during the period in which employees unconditionally acquire the ir right to payment. The liability is remeasured at each reporting date and on the settlement date, based on the fair value of the rights on the valuation of the shares. Any changes in the fair value of the liability are recognized in the profit or loss . When the granting of an equity instrument is cance l led or settled during the vesting period, the entity must account for the cancellation or settlement as an acceleration of the vesting period and, therefore, must immediately recognize the amount that would be recognized as services received over the remaining vesting period. In cases where the share-based compensation plan is cancelled , any payment s made to employee s at the time of the cancellation must be accounted for as a repurchase of an equity instrument, that is, in a reduction account of shareholde r s' equity, except if the payment exceeds the fair value of the equity instrument s granted, measured on the repurchase date. Any surplus must be recognized as an expense for the period. However, if the share-based payment arrangement present s liabilities components, the entity must remeasure the fair value of the corresponding liability on the date of cancellation or settlement. Any payment made to settle these liability components should be accounted for as an extinguishment of the liability . e. Financ e income and finance cost s The Gro u p's finance income and finance costs include : Interest income; Interest expense ; The n et gain or loss on financial assets measured at fair value through profit or loss; The foreign currency gain or loss on financial assets and financial liabilities ; Hedge ineffectiveness re cognized in profit or loss; and T he reclassification of net gains and losses previously recognized in other comprehensive income on cash flow hedges of foreign currency risk . Interest income or expense is recognized using the effective interest method. The Group classifies dividends and interest on equity paid as cash flows used in financing activities. Th e 'effective interest ra t e' is the rate that exactly discounts estimated future cash payments or receipts th r ough the expected life of the financial instrument to : the gross carrying amount of the financial asset; or at the amortized cost of the financial liability . In calculating interest income or expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit- impaired) or the amortized cost of the liability. However, for financial assets that have become credit-impaired after the initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit- impaired, the n the calculation of interest income reverts to the gross basis. f. Income tax Income tax expenses comprise current and deferred tax , and social security contribution tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income . The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 - Provisions, Contingent Liabilities and Contingent Assets . (i) Current tax Current tax comprises the expected tax payable or receivable on the taxable profit or loss for the year and any adjustment to taxes payable or receivable in respect of prior years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income tax es , if any . It is measured using tax rates enacted or substantiv ely enacted at the reporting date. Current tax assets and liabilities are offset only if certain criteria are met. (ii) Deferred taxes Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: ● Temporary differences i n the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and ● Temporary differences related to investments in subsidiaries to the extent that the Group can control the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not be reversed in the foreseeable futu re . Deferred tax assets are recognized in respect of tax losses, u nused deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for each individual subsidiar y . Deferred tax assets are reviewed at each reporting date and are reduced to the extent that they are no longer probable . Deferred tax assets and liabilities are measured based on the rates that are expected to be applied to temporary differences when they are reversed, based on the rates that were enacted up to the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the way the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met. g. Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand and in banks and short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. h. Property, plant and equipment (i) Recognition and measurement Items of p roperty, plant and equipment items are measured at cost of acquisition, less accumulated depreciation and any accumulated impairment losses . Any gain or loss on the disposal of an item of property, plant and equipment is recognized in profit or loss . (ii) Subsequent expenditure Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group . (iii) Depreciation Depreciation is calculated to write-off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method based over their estimated useful lives , and is recognized in profit and loss . Land is not depreciated. The estimated useful lives of property, plant and equipment for current and comparative year s are as follows: IT equipment 2 to 5 years Furniture and fixtures 7-10 years Vehicles 5 years Leasehold improvements 1 to 8 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. i. Int angible assets and goodwill (i) Recognition and measurement Goodwill Goodwill arising from the acquisition of subsidiaries is measured at cost less accumulated impairment losses , when applicable. Brands and Customer relationship Brands and customer relationship acquired through business combination s are recognized at their fair value at the acquisition date and amortized over their expected benefit period . Software Software licenses are capitalized based on the costs incurred to acquire the software and prepare them to be ready for use and amortized over their expected benefit period . Costs associated with software maintenance are recognized as expenses as incurred. Development costs directly attributable to the design and testing of identifiable and unique software products, controlled by the Group , are recognized as intangible assets. Directly attributable costs, which are capitalized as a part of the software product, include the costs of employee s allocated to software development and an appropriate portion of the applicable indirect expenses. Other development costs that do not meet these criteria for capitalization are recognized as expenses as they are incurred. Development costs previously recognized as expenses are not recognized as assets in subsequent periods. Software in progress Software in progress is capitalized only if the expenditure can be measured reliably, the product or progress is technically and commercial ly feasible, future economic benefits are probable, and the Group intends to and has sufficient intention and resources to complete development and use or sell the asset. Otherwise, it is recognized in profit and loss as incurred. Subsequent to initial recognition, intangible in progress is measured at cost less any accumulated impairment losses. Non-compet e agreement Non-compete agreements acquired through business combination s are recognized at their fair value at the acquisition date and are amortized over the term of the agreements. (ii) Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure s , including brands and patents, are recognized in profit or loss as incurred. (iii) Amort ization Amortization is calculated to write-off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives , and is generally recognized in profit or loss. Goodwill is not amortized. The estimated useful lives for current and comparative periods are as follows: Network software 5 years Internally developed software 3 years Customer relationship 6 – 19 years Non-compete agreement 5 years Brands 1-21 years Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted , if appropriate. j. Financial instruments (i) Recognition and initial measurement Trade receivables are initially recognized on the date they are originated. All other financial assets and liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not measured at fair value through profit or loss (“ FVTPL ”) , transaction costs that are directly attributable to its acquisition or issue. T rade receivable without a significant financing component are initially measured at the transaction price. (ii) Classification and s ubsequent measurement Financial assets Upon initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (“ FVOCI ”) — debt investment; FVOCI — equity investment; or at FVTPL – fair value through profit or loss. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: (i) I t is maintained within a business model aimed at maintaining financial assets to receive contractual cash flows; and (ii) It s contractual terms give rise on specific dates to cash flows that are solely payment s of principal and interest on the principal amount outstanding . All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. Upon initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or fair value through other comprehensive income (“FVOCI”) as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial asset – Business model assessment The Group makes an assessment of the objective of the business model in which a financial asset is held in the portfolio level because it better reflects the way the business is managed and information is provided to Management. Information considered includes: (i) The stated policies and objectives set for the portfolio and the operation of those policies in practice. These include whether Management´s strategy focuses on achieving contractual interest income, maintaining a particular interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; (ii) How the performance of the portfolio is evaluated and reported to the Group's Management; (iii) The risks that affect the performance of the business model (and the financial assets held according to that business model) and how those risks are managed; (iv) How the managers of the business are compensated – e.g., whether compensation is based on the fair value of assets managed or the contractual cash flows earned; and (v) The frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales , in a manner consistent with the continuing recognition of the assets of the Company and its s ubsidiaries. Financial assets held for trading or managed and whose performance is evaluated on a fair value basis are measured at fair value through profit or loss. Financial asset – assessment of whether contractual cash flows are solely principal and interest payments For the purposes of this assessment , ‘ princip a l' is defined as the fair value of the financial asset up on initial recognition. Intere s t ’ is defined as consideration for the time value of money and the credit risk associated with the principal amount outstanding over a given period of time and for the other basic lending risks and costs ( e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: C ontingent events that would change the amount or timing of cash flows; T erms that may adjust the contractual coupon rate, including variable - rate features ; P repayment and extension features; and T erms that limit the Group 's access to cash flows from specifi c assets ( e.g. , non-recourse features ). A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the contract. In addition, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. Financial asset s - Subsequent measurement and gains and loss es Financial assets at FVTPL These assets are subsequently measured at fair value. Net gain s and losses , including any interest or dividend income , are recognized in profit or loss . Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss . Any gain or loss on derecognition is recognized in profit or loss . Financial liabilitie s – classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as measured at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities measured at FVTPL are measured at fair value and net gains and losses , including any interest expense , are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense, foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. (iii) Derecognition Financial assets The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers rights to receive the contractual cash flows in a transaction in which either: (i) substantially all the risks and rewards of ownership of the financial asset are transferred, or (ii) the Group neither transfers nor retains substantially all of the risks and rewards of ownership of it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognized in its statements of financial position, but retains all or substantially all of the risks and rewards of the transferred assets. I n these cases, the transferred assets are not derecognized. Financial liabilities The Group derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On the 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 profit or loss. Interest rate benchmark reform When the basis for determining the contractual cash flows of a financial asset or financial liability measured at amortized cost changed as a result of interest benchmark reform, the Group updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by the reform. A change in the basis for determining the contractual cash flows is required by interest rate benchmark reform if the following conditions are met: (i) the changes are necessary as a direct consequence of the reform; and (ii) the new basis for determining the contractual cash flows is economically equivalent to the previous basis – i.e. the basis immediately before the change. When changes were made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Group first updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by interest rate benchmark reform. After that, the Group applied the policies on accounting for modifications to the additional changes. (iv) Offse t ting Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. (v) Derivative financial instruments The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value , and changes therein are generally recognized in profit or loss . (vi) Non-derivative financial instruments and hedge accounting The Group designates certain non-derivative financial instruments as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates. At the inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in cash flows of the hedged item and the hedging instrument are expected to offset each other. Cash flows hedges When a non-derivative financial instrument is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the non-derivative financial instrument is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the non-derivative financial instrument that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present basis, from the inception of the hedge. Any ineffective portion of changes in the fair value of non-derivative financial instrument is recognized immediately in profit or loss. The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of forward element of forward exchange contracts (forward points) is separately accounted for as a cost of hedging and recognized in costs of hedging reserve within equity. When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as financial investment s, the amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item when it is recognized. For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedge reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item cost’s on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss. Additionally, when a financial instrument designated as a hedging instrument expires or is settled, the Group may replace it with another financial instrument, in order to ensure the continuity of the hedging relationship. Similarly, when a transaction designated as a hedged item takes place, the Group may designate the financial instrument that hedged that transaction as a hedging instrument in a new hedging relationship. The ineffective portion of exchange rate variations arising from hedging instruments is recorded in the financial result for the period. The effective amount of gain or loss on the instrument is accounted for under the heading “Other comprehensive income” and the ineffective amount under the heading of “Net finance cost”, with the accumulated gains and losses recognized in profit or loss. k. Equity Share capital According to the Company’s Articles of Association, classes of common shares are authorized: Class A common shares, which are entitled to vote per share, and Class B common shares, which are entitled to votes per share and maintain a proportional ownership interest in the event that additional Class A common shares are issued. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity. Share premium The share premium refers to the difference between the subscription price that the shareholders paid for the shares and their nominal value. Capital reserve The breakdown of capital reserves arises from the corporate restructuring that occurred in (note .a), share-based compensation (note .d) and the share issuance costs (note .c). l. I mpairment (i) Non-derivative financial assets Financial instruments and contrac t assets The Group recognizes loss allowances for expected credit losses on: Financial assets measured at amortized cost Contract assets L oss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime expected credit losses. When determining whe ther the credit risk of a financial assets has increased significantly since initial recognition and when estimating ECLs, the |
Business combination
Business combination | 12 Months Ended |
Dec. 31, 2022 | |
Business combination | |
Business combination | 9 Business combination 9.1 On June 26, 2021, CI&T Brazil entered into a purchase agreement to acquire 100% of the shareholding control of Dextra Investimentos S.A. (“Dextra Holding”) and its subsidiaries (“Dextra Group”). On July 22, 2021, the transaction was approved by the Administrative Council for Economic Defense (CADE), a Brazillian regulator. All conditions precedent were met on August 10, 2021, the date on which the closing term of the acquisition was formalized, and CI&T Brazil obtained the shareholding control of the Dextra Group. Dextra Group is primarily involved in customized software development. The total consideration of acquisition in the purchase agreement was R$ 800,000. The Company paid R$ 650,000 on August 10, 2021, and R$ 50,938 on December 2, 2021. The Management revised the purchase price on the closing date based on the Agreement, and reduced the price based in the amount of R$ 16,427, thus the total of consideration transferred was R$ 783,573. a. Consideration transferred The following table summarizes the fair value of each major class of consideration transferred on the acquisition date : Cash 700,938 Accounts payable for business combination (note 18) 82,635 Accounts payable to former shareholders (i) 45,726 Retained amount (ii) 30,000 Other (i) 6,909 Total consideration transferred (note 9.1.d) 783,573 (i) These amounts were settled in August 10, 2022. See note 18. ( ii ) The amount of R$ 30,000 related to a portion of the remaining balance payable was retained for any materialized contingencies, which will be paid on the fifth anniversary of the closing date. b. Acquisition-related cost The Company incurred acquisition-related costs of R $2,109 on legal fees and due diligence costs. These costs have been recognized in “administrative expenses”. c. Identifiable assets acquired and liabilities assumed The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 8,216 Trade receivables (a) 56,313 Recoverable taxes 1,668 Other assets 2,386 Current assets 68,583 Non-current Recoverable taxes 3,932 Property, plant and equipment (note 13) 9,149 Intangible assets (i) (note 1 4 ) 148,523 Right-of-use assets (note 15) 5,414 Non-current assets 167,018 Total assets 235,601 Liabilities Fair value Current Suppliers 5,627 Lease liabilities (note 15) 3,105 Salaries and welfare charges 23,436 Tax liabilities 10,569 Contract liabilities 1,933 Other liabilities 26 Current liabilities 44,696 Non-current Other liabilities 18 Lease liabilities (note 15) 3,035 Non-current liabilities 3,053 Total liabilities 47,749 Total identifiable net assets acquired (note 9.1.d) 187,852 (a) Gross contractual amount receivable was R$56,854 and R$541 was not expected to be collected . Measurement of fair values The following fair values have been determined on the assumptions: The fair value estimate for brands was calculated based on the “Relief from Royalty or Savings of Royalties” method, which estimates the ass e t's value based on hypothetical royalty payments that would be saved by the asset holder compared to what would be paid for licensing the asset owned by third parties, considering its useful life. The useful life for brands is 1.4 year. The fair value estimate for the non-compete agreement was calculated based on the “With and Without” method. Its useful life is 5 years . The fair value estimate for customer relationship was calculated based on the multi-period excess earnings. Its useful life is 7.4 years . d. Goodwill Goodwill arising from the acquisition has been recognized as follows : Note Goodwill Consideration transferred 9.1.a 783,573 Fair value of identifiable net assets 9.1.c (187,852 ) Goodwill (note 14) 595,721 G oodwill is attributable mainly to the skills and technical talent of Dextra’s workforce and the synergies expected to be achieved from integrating the Company. The recognized goodwill is deductible for tax purposes during the merger, which occurred on December 31 , 2021 . e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.1.a 700,938 Less: Balances acquired – Cash and cash equivalents 9.1.c (8,216 ) Net outflow of cash - investing activities 692,722 9.2 Business combination - Somo On January 14, 2022, the Company entered into a Sale and Purchase Agreement (“Agreement” or “SPA”) to acquire 100% of the shareholding control of Somo Global Ltd (" Somo ") and its subsidiaries (“ Somo Group”), a digital product agency headquartered in the United Kingdom. On January 27, 2022, after all conditions precedent were met, the acquisition was formalized, and the Company obtained the shareholding control of the Somo Group. Somo has offices in the UK, the USA and Colombia. The total consideration of acquisition in the purchase agreement was R$ 447,414 as detailed below. a. Consideration transferred The following table summarizes the fair value of each major class of consideration transferred on the acquisition date: Cash 340,777 Restricted cash in escrow account (note 18) 23,061 Retained amount (i) (note 1 8 ) 7,206 Earn-out (ii) (note 1 8 ) 59,868 Contingent consideration (note 18) 2,465 Class A common shares issued (iii) 14,037 Total consideration transferred (note 9.2.d) 447,414 (i) The amount of R$ 7,206 (£ 1,000) is related to a portion of the remaining balance payable that was retained for any materialized contingencies. (ii) The Agreement also contemplates an earn-out clause of up to R$ 59,868 (£ 8,307) based on future performance (see note 14). As of December 31 , 2022, the fair value of the contingent consideration was R$ 61,529 (£ 9,800 ). (iii) Issuance of 225,649 Class A common shares in connection with the transaction, per a total amount of R$ 14,037, issued to electing sellers in accordance with the Agreement. b. Acquisition-related cost The Group incurred acquisition-related costs of R$ 2,601 on legal fees and due diligence costs. These costs have been recognized in “general and administrative expenses”. c. Identifiable assets acquired and liabilities assumed The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 98,701 Trade receivables (a) 38,677 Contract assets 13,359 Recoverable taxes 275 Other assets 2,454 Current assets 153,466 Non-current Deferred taxes 8,061 Property, plant and equipment (note 13) 2,359 Right-of-use assets (note 15) 6,800 Intangible assets (i) (note 1 4 ) 57,285 Non-current assets 74,505 Total assets 227,971 Liabilities Fair value Current Suppliers and other payables 30,409 Loans and borrowings (note 13) 25,213 Lease liabilities 4,440 Contract liabilities 730 Tax liabilities 3,948 Salaries and welfare charges 9,668 Other liabilities 11,295 Current liabilities 85,703 Non-current Loans and borrowings (note 13) 9,267 Lease liabilities 2,360 Other liabilities 406 Non-current liabilities 12,033 Total liabilities 97,736 Total identifiable net assets acquired (note 9.2.d) 130,235 (a) Gross contractual amount receivable was R$ 38,703 26 was not expected to be collected. (i) According to the purchase price on January 27, 2022: Fair value Customer relationship (note 14) 49,539 Brands (note 14) 7,746 Total intangible assets at fair value (note 14) 57,285 Measurement of fair values The following fair values have been determined on the assumptions: • The fair value estimate for brands was calculated based on the “Relief from Royalty or Savings of Royalties” method, which estimates the asset's value based on hypothetical royalty payments that would be saved by the asset holder compared to what would be paid for licensing the asset owned by third parties, considering its useful life. The useful life for brands is 15 months. • The fair value estimate for customer relationship was calculated based on the multi-period excess earnings. Its useful life is 227 months. d. Goodwill Goodwill arising from the acquisition has been recognized as follows: Note Goodwill Consideration transferred 9.2.a 447,414 Fair value of identifiable net assets 9.2.c (130,235 ) Goodwill (note 10) 317,179 Goodwill is attributable mainly to the skills and technical talent of Somo’s workforce and the synergies expected to be achieved from integrating the Group. This goodwill was not deductible for tax purposes. e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.2.a 340,777 Retained amount payment (i) 18 5,688 Less: Balances acquired – Cash and cash equivalents 9.2.c (98,701 ) Outflow of cash - investing activities 247,764 Restricted cash in escrow account 23,061 Net outflow of cash - investing activities 270,825 (i) The retained amount of R$ 7,206 for any materialized contingencies was reviewed and settled on June 3, 2022, per an amount of R$ 5,688 (£939), after negotiation agreed upon per both parties. 9.3 Business combination – Box 1824 On June 1, 2022, the Group entered into a Sale and Purchase Agreement (“Agreement” or “SPA”) to acquire 100% of the shareholding control of BOX 1824 Planejamento e Marketing Ltda ("Box 1824"), a strategic consulting firm headquartered in São Paulo, Brazil, to accelerate its global strategic capabilities. The final total consideration of acquisition in the purchase agreement was R$ 34,179 as detailed below. a. Consideration transferred The following table summarizes the fair value of each major class of consideration transferred on the acquisition date: Cash 20,768 (-) Price adjustment (558 ) Retained amount (i) (note 1 8 ) 8,871 Share-based payment – vested immediately (note 22.c) 4,124 Other (note 18) 974 Total consideration transferred (note 9.3.d) 34,179 (i) The amount of R$ 8,871 was related to a portion of the remaining balance payable that was retained for any materialized contingencies that occurred after June 1, 2022 but related to contingencies liabilities before the acquisition date. The remaining balance, as adjusted, will be paid in the next three years, on each anniversary of the closing date. b. Acquisition-related cost The Group incurred acquisition-related costs of R$ 717 c. Identifiable assets acquired and liabilities assumed The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 1,728 Trade receivables (a) 1,695 Contract assets 1,598 Recoverable taxes 104 Other assets 312 Current assets 5,437 Non-current Indemnity asset 13,583 Property, plant and equipment (note 13) 51 Intangible assets (i) (note 1 4 ) 11,981 Non-current assets 25,615 Total assets 31,052 Liabilities Fair value Current Suppliers and other payables 533 Contract liabilities 962 Tax liabilities 920 Salaries and welfare charges 442 Contingent liabilities (note 19) 13,583 Other liabilities 6 Current liabilities 16,446 Non-current Tax liabilities 1,952 Non-current liabilities 1,952 Total liabilities 18,398 Total identifiable net assets acquired (note 9.3.d) 12,654 (a) Gross contractual amount receivable was R$ 1,696 1 was not expected to be collected. (i) According to the purchase price on September 30: Fair value Customer relationship (note 14) 6,430 Brands (note 14) 5,536 Software (note 14) 15 Total intangible assets at fair value (note 14) 11,981 Measurement of fair values The following fair values have been determined on the assumptions: • The fair value estimate for brands was calculated based on the “Relief from Royalty or Savings of Royalties” method, which estimates the asset's value based on hypothetical royalty payments that would be saved by the asset holder compared to what would be paid for licensing the asset owned by third parties, considering its useful life. The useful life for brands is 252 months . • The fair value estimate for customer relationship was calculated based on the multi-period excess earnings. Its useful life is 91 months. d. Goodwill The Goodwill arising from the acquisition has been recognized as follows: Note Goodwill Consideration transferred 9.3.a 34,179 Fair value of identifiable net assets 9.3.c (12,654 ) Goodwill (note 10) 21,525 Goodwill is attributable mainly to the skills and technical talent of Box 1824’s workforce and the synergies expected to be achieved from integrating the Group . The recognized goodwill is expected to be deductible for tax purposes during the merger, which occurred on December 30, 2022. e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.3.a 20,768 Less: Balances acquired – Cash and cash equivalents 9.3.c (1,728 ) Net outflow of cash - investing activities 19,040 9. 4 Business combination – Transpire On September 1, 2022, the Group entered into a Sale and Purchase Agreement (“Agreement”) to acquire 100% of the shareholding control of Transpire Technology Pty Ltd ("Transpire"), digital product agency based in Australia. The total consideration of acquisition in the purchase agreement was R$ 77,310 as detailed below. a. Consideration transferred The following table summarizes the fair value of each major class of consideration transferred on the acquisition date: Cash 60,392 Price adjustment (i) 729 Class A common shares issued (note 22.a) 16,189 Total consideration transferred (note 9.4.d) 77,310 (i) The purchase price adjustment was paid in November 2022, negotiation agreed upon per both parties. b. A cquisition-related cost The Group incurred acquisition-related costs of R$ 1,776 c. I dentifiable assets acquired and liabilities assumed The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 5,397 Trade receivables (a) 9,322 Contract assets 239 Other assets 277 Current assets 15,235 Non-current Bank guarantee 766 Property, plant and equipment (note 9) 1,183 Right-of-use assets (note 11) 1,314 Intangible assets (i) (note 10) 12,692 Non-current assets 15,955 Total assets 31,190 Liabilities Fair value Current Suppliers and other payables 4,384 Contract liabilities 2,065 Tax liabilities 479 Salaries and welfare charges 7,963 Lease liability (note 11) 1,314 Other liabilities 1,380 Current liabilities 17,585 Non-current Loans and borrowings (note 12) 5,490 Non-current liabilities 5,490 Total liabilities 23,075 Total identifiable net assets acquired (note 9.4.d) 8,115 (a) Gross contractual amount receivable was R$ 9,333 and R$ 11 was not expected to be collected. (i) According to the purchase price on September 01, 2022: Fair value Customer relationship (note 14) 12,665 Software (note 14) 5 Brands (note 14) 22 Total intangible assets at fair value (note 14) 12,692 M easurement of fair values The following fair value has been determined on the assumption: • The fair value estimate for customer relationship was calculated based on the multi-period excess earnings. Its useful life is 46 months. d. Goodwill The Goodwill arising from the acquisition has been recognized as follows: Note Goodwill Consideration transferred 9.4.a 77,310 Fair value of identifiable net assets 9.4.c (8,115 ) Goodwill (note 10) 69,195 Goodwill is attributable mainly to the skills and technical talent of Transpire’s workforce and the synergies expected to be achieved from integrating the Group . This goodwill was not deductible for tax purposes. e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.4.a 60,392 Price adjustment paid 729 Less: Balances acquired – Cash and cash equivalents 9.4.c (5,397 ) Net outflow of cash - investing activities 55,724 9.5 Business combination – NTERSOL On October 14 , 2022, the entered into a Sale and Purchase Agreement (“Agreement”) to acquire 100% of the shareholding control of The total consideration of acquisition in the purchase agreement was R$ 664,652 The remaining balance payable retained for any materialized contingencies , 202 4) 75,096 US$ 14,582 a. Consideration transferred The following table summarizes the fair value of each major class of consideration transferred on the acquisition date: Cash 418,007 (+) Estimated price adjustment 775 Retained amount (note 18) 75,096 Share-based payment – vested immediately (note 22.c) 170,774 Total consideration transferred (note 9.4.d) 664,652 b. Acquisition-related cost The Group incurred acquisition-related costs of R$ 7,194 c. Identifiable assets acquired and liabilities assumed The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 17,870 Trade receivables (a) 36,064 Other assets 2,455 Current assets 56,389 Non-current Other assets 88 Property, plant and equipment (note 13) 68 Right-of-use assets (note 15) 2,921 Intangible assets (i) (note 1 4 ) 157,007 Non-current assets 160,084 Total assets 216,473 Liabilities Fair value Current Suppliers and other payables 1,091 Salaries and welfare charges 1,627 Lease liability (note 15) 673 Other liabilities 9,338 Current liabilities 12,729 Non-current Lease liability (note 15) 2,248 Non-current liabilities 2,248 Total liabilities 14,977 Total identifiable net assets acquired (note 9.5.d) 201,496 (a) Gross contractual amount receivable was R$ 36,085 and R$ 679 was not expected to be collected. (i) According to the purchase price on November 01, 2022: Fair value Customer relationship (note 14) 153,644 Software (note 14) 3,363 Total intangible assets at fair value (note 14) 157,007 Measurement of fair values The following fair value has been determined on the assumption: • The fair value estimate for customer relationship was calculated based on the multi-period excess earnings. Its useful life was 87 months. • The fair value estimate for software was calculated based on “ Relief from Royalty or Savings of Royalties” method, which estimates the asset's value based on hypothetical royalty payments that would be saved by the asset holder compared to what would be paid for licensing the asset owned by third parties, considering its useful life. The useful life for brands was 60 months . d. Goodwill The Goodwill arising from the acquisition has been recognized as follows: Note Goodwill Consideration transferred 9.5.a 664,652 Fair value of identifiable net assets 9.5.c (201,496 ) Goodwill (note 14) 463,156 Goodwill is attributable mainly to the skills and technical talent of NTERSOL ’s workforce and the synergies expected to be achieved from integrating the Group . This goodwill is deductible for tax purposes. e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.5.a 418,007 Less: Balances acquired – Cash and cash equivalents 9.5.c (17,870 ) Net outflow of cash - investing activities 400,137 9.6 Revenue and profit Since the acquisition, Somo, Box 1824, Transpire and NTERSOL contributed revenue and profit to the Group results as shown below: Revenue and profit of acquisition on December 31, 2022: Amount Revenue 234,168 Loss (7,705 ) Management’s estimate of revenue and profit for the year ended December 31, 2022 (had the acquisition occurred at the beginning of the reporting period): Amount Revenue 2,384,367 Profit 131,824 |
Cash and cash equivalents and f
Cash and cash equivalents and financial investments | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents and financial investments | |
Cash and cash equivalents and financial investments | 10 Cash and cash equivalents and financial investments 10.1 Cash and cash equivalents . December 31, 2022 December 31, 2021 Cash and cash equivalents 127,263 69,720 Short-term financial investments 58,464 66,007 Total 185,727 135,727 Short-term financial investments are represented by fixed income securities, with interest rate ranging from % to % on December 3 , ( % to % as of December 31, 202 ) of the changes of Interbank Deposit Certificate (CDI) variation which (i) Management expects to use for short-term commitments; (ii) present daily liquidity; and (iii) are readily convertible into a known amount of cash, subject to an insignificant risk of change in value. 10.2 Financial investments . December 31, 2022 December 31, 2021 Financial investments 96,299 798,786 On December 31, 202 2 , the balance of R $ 96,299 (US$ 18,456) ( R$ 798,786 (US$ 143,139) as of December 31, 2021 ) is allocated between an interest-bearing account and time deposits . Both instruments are in US$, and they bear interest rates ranging from 0.57 % p.a. to 4.20% p.a. on December 31, 2022 ( 0.05 % p.a. as of December 31, 202 1 ) , and such account presents immediate liquidity . The Group holds US$ amount for short-term commitments in the same currency. A foreign currency exposure arises from these financial investments held in US$, since the amount may be subject to a significant exchange rate once translated to R$. Part of the Group ’s financial investments was addressed for highly probable future acquisitions , so hedge accounting was applied to hedge exposures to exchange variations . This hedge accounting was discontinued in October 2022 (for further information about cash flow hedge accounting, see note 28) . |
Trade receivables
Trade receivables | 12 Months Ended |
Dec. 31, 2022 | |
Trade receivables | |
Trade receivables | 11 Trade receivables The balances of trade receivables are presented, as follows: December 31, 2022 December 31, 2021 Trade receivables – Dollar denominated – from US customers 304,693 226,154 Trade receivables – Reais denominated – from Brazilian customers 133,582 100,581 Trade receivables – from other customers 64,049 14,843 (-) Expected credit losses (653 ) (1,059 ) Trade receivables, net 501,671 340,519 The balances of trade receivables by maturity date are as follows: December 31, 2022 December 31, 2021 Trade receivables (-) Expected credit losses Trade receivables (-) Expected credit losses Not due 458,802 (146 ) 319,450 (134 ) Overdue: from 1 60 (i) 36,995 (261 ) 20,020 (40 ) 61 to 360 days 6,140 (119 ) 1,564 (854 ) Over 360 days 387 (127 ) 544 (31 ) Total 502,324 (653 ) 341,578 (1,059 ) (i) As of December 3 1 , 202 2 , the balance of trade receivable s overdue from 1 to 60 36,995 (R$ 20,020 as of December 31, 202 1 ), refers to a series of clients. The Group considers these extensions and delays as expected in its credit risk analysis. The movement of impairment loss on trade receivables is as follows: Balance as of December 31, 2020 (692 ) Provision (3,106 ) Reversal 2,826 Exchange variation (87 ) Balance as of December 31, 2021 (1,059 ) Provision (1,130 ) Reversal 707 Write-off 655 Exchange variation 174 Balance as of December 31, 2022 (653 ) |
Other assets
Other assets | 12 Months Ended |
Dec. 31, 2022 | |
Other assets. | |
Other assets | 12 Other assets December 31, 2022 December 31, 2021 Prepaid expenses (a) 37,527 29,743 Rental security deposits 3,179 2,471 Advance payments to suppliers 242 162 Others 975 592 Total 41,923 32,968 Current 38,269 29,994 Non-current 3,654 2,974 Total 41,923 32,968 (a) Prepaid expenses are mostly comprised of prepaid insurance, mainly related to the directors and officers liability insurance , consulting , and software support prepayments . |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment. | |
Property, plant and equipment | 13 Property, plant and equipment . December 31, 2022 December 31, 2021 IT equipment 37,963 35,230 Furniture and fixtures 5,064 6,283 Leasehold improvements (a) 12,226 16,051 Property, plant and equipment in progress 13 157 Total 55,266 57,721 (a) Improvements are depreciated on a straight-line basis o ver the duration of the lease agreement. The changes in the balances are as follows: . IT equipment Furniture and fixtures Vehicles Leasehold improvements In progress Hardware devices Total Cost: Balance as of December 31, 2020 34,852 12,941 86 28,292 222 487 76,880 Exchange rate changes 386 176 - 375 37 - 974 Spin-off (128 ) (4 ) - - (313 ) (625 ) (1,070 ) Addition due to business combination (note 9.1.c) 7,379 1,018 - 752 - - 9,149 Additions 22,527 301 - 1,052 1,724 138 25,742 Disposals (1,376 ) (563 ) (86 ) (909 ) (160 ) - (3,094 ) Transfers - - - 1,353 (1,353 ) - - Balance as of December 31, 2021 63,640 13,869 - 30,915 157 - 108,581 Exchange rate changes (1,308 ) (289 ) - (553 ) - - (2,130 ) Addition due to business combination (note 9.2.c, 9.3.c, 9.4.c and 9.5.c) 2,822 526 - 313 - - 3,661 Additions 18,777 317 - 95 154 - 19,343 Disposals (8,390 ) (4,115 ) - (9,554 ) (30 ) - (22,089 ) Transfers 6 - - 262 (268 ) - - Balance as of December 31, 2022 75,547 10,308 - 21,498 13 - 107,366 Depreciation: Balance as of December 31, 2020 (19,445 ) (6,577 ) (59 ) (11,832 ) - (196 ) (38,109 ) Exchange rate changes (214 ) (42 ) - 57 - - (199 ) Spin-off 10 2 - - - 280 292 Additions (9,625 ) (1,451 ) (5 ) (3,908 ) - (84 ) (15,073 ) Disposals 864 482 64 819 - - 2,229 Balance as of December 31, 2021 (28,410 ) (7,586 ) - (14,864 ) - - (50,860 ) Exchange rate changes 775 104 - 162 - - 1,041 Additions (16,645 ) (1,405 ) - (3,401 ) - - (21,451 ) Disposals 6,696 3,643 - 8,831 - - 19,170 Balance as of December 31, 2022 (37,584 ) (5,244 ) - (9,272 ) - - (52,100 ) Balance as of: December 31, 2021 35,230 6,283 - 16,051 157 - 57,721 December 31, 2022 37,963 5,064 - 12,226 13 - 55,266 The Group does not have property, plant or equipment pledged as collateral. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets | |
Intangible assets | 14 Intangible assets . December 31, 2022 December 31, 2021 Software 5,641 2,399 Internally developed software (i) 4,059 3,911 Software in progress 1,032 391 Customer relationship 288,943 84,195 Non-compete agreement 10,865 13,897 Brands 7,464 14,541 Subtotal 318,004 119,334 Goodwill 1,432,894 619,469 Total 1,750,898 738,803 (i) Refers to internal expenses with software development to be sold by the Group and also for internal use. Goodwill arising from the following acquisition s : December 31, 2022 December 31, 2021 CI&T IN Software (i) 2,871 2,871 CI&T Japan 1,007 1,233 Comrade (i) 18,367 19,644 Dextra (i) 595,721 595,721 Somo 260,466 - Box 1824 (i) 21,525 - Transpire 63,702 - Ntersol 469,235 - 1,432,894 619,469 (i) Merged su bsidiarie s . For the purpose of impairment testing, goodwill is allocated to a unique cash generating unit (CGU). The change in the balances of intangible assets as follows: Software Internally developed software Software in progress Customer relationship Non-compete agreement Brands Goodwill Total Cost: Balance as of December 31, 2020 9,732 13,351 115 - - - 14,570 37,768 Additions due to business combination (note 9) 191 22,613 - 88,961 16,257 20,501 595,721 744,244 Exchange rate changes 38 - - - - - 9,178 9,216 Additions 1,999 1,428 738 - - - - 4,165 Impairment loss (a) - (20,723 ) - - (2,795 ) - - (23,518 ) Write-off (18 ) - (550 ) - - - - (568 ) Transfers - (88 ) 88 - - - - - Balance as of December 31, 2021 11,942 16,581 391 88,961 13,462 20,501 619,469 771,307 Additions due to business combination Somo (note 9 .2 - - - 49,539 - 7,746 317,179 374,464 Additions due to business combination Box (note 9 .3 15 - - 6,430 - 5,536 21,525 33,506 Additions due to business combination Transpire (note 9 .4 - 5 - 12,665 - 22 69,195 81,887 Additions due to business combination Ntersol (note 9 .5 3,363 - - 153,644 - - 463,156 620,163 Exchange rate changes (7 ) - - 2,020 - - (57,630 ) (55,617 ) Additions 901 - 2,723 - - - - 3,624 Write-off (1,078 ) - (32 ) - - (7 ) - (1,117 ) Transfers 50 2,000 (2,050 ) - - - - - Balance as of December 31, 2022 15,186 18,586 1,032 313,259 13,462 33,798 1,432,894 1,828,217 Amortization: Balance as of December 31, 2020 (8,636 ) (10,966 ) - - - - - (19,602 ) Exchange rate changes (32 ) - - - - - - (32 ) Additions (893 ) (1,708 ) - (4,766 ) (1,189 ) (5,960 ) - (14,516 ) Impairment loss (a) - - - - 1,624 - - 1,624 Write-off 18 4 - - - - - 22 Balance as of December 31, 2021 (9,543 ) (12,670 ) - (4,766 ) 435 (5,960 ) - (32,504 ) Exchange rate changes 89 - - - - - - 89 Additions (1,129 ) (1,857 ) - (19,550 ) (3,032 ) (20,374 ) - (45,942 ) Write-off 1,038 - - - - - - 1,038 Balance as of December 31, 2022 (9,545 ) (14,527 ) - (24,316 ) (2,597 ) (26,334 ) - (77,319 ) Balance at: December 31, 2021 2,399 3,911 391 84,195 13,897 14,541 619,469 738,803 December 31, 2022 5,641 4,059 1,032 288,943 10,865 7,464 1,432,894 1,750,898 (a) After the consummation of the Dextra Group acquisition, the Group decided to discontinue the investment in the intangible assets, acquired in the business combination and initially recognized as internally developed software, in the amount of R$20,723, due to growth strategies in the digital transformation market, with the purpose more directed to the development of customized and on demand software for customers. The residual amount with respect to a non-compete agreement, in the amount of R$1,171,was also recognized as impairment. The total amount of impairment loss of intangible assets was recognized in the caption “Other income (expenses), net” (note 24.1), in the amount of R$21,895, as of December 3 1 2021 Impairment test – Goodwill The recoverable amount of the CGU was based on the value in use, determined through the discounted future cash flows to be generated by the continuous use of the CGU. The discounted cash flow methodology was used t o determine the value in use of the CGU, calculated based on the capitalization of free cash flows discounted at a weighted-average cost of capital (WACC) that corresponds to the discount rate, considering the weighted average cost of the different financing forms present in the Group ’s capital structure. The values attributed to the main assumptions, as detailed below, represent the assessment of future management trends in relevant sectors and were based on historical data from internal and external sources. December 31, 2022 December 31, 2021 Discount rate - before tax 25.00 % 19.06 % Discount rate - after tax 17.00 % 12.94 % Budgeted EBITDA growth rate (average for the next five years) 22 % 22 % Terminal value growth rate: 3.0 % 3.5 % The financial projections of the business unit in Brazil were prepared in Brazilian reais, in nominal values for the next five years The discount rate was estimated after tax based on the historical weighted average cost of capital rate at which the CGU operates. C ash flow projections were prepared for five years was considered . The rate of growth in perpetuity was determined as the lower value between the inflatio n of the countries where the Group o perates and the estimated annual compound rate of long-term growth of EBITDA, which Management believes to be consistent with the market. The key estimates used were as follows: • Revenue growth was projected considering the average growth levels experienced over the past years and the growth for the next five years 28 % and 43 %, consider ing tax • The variation in EBITDA follows revenues, costs, and expenses. The EBITDA margin was maintained at 22 over the projected period. Management therefore believes that no reasonably possible change in any of the above key assumptions would cause the carrying amount of goodwill not to be recoverable. The estimated recoverable amount of the CGU exceeded its carrying amount by approximately R$ 1,987 (R$ 1,919 in December 31, 2021). The Group did not recognize any impairment loss for the years ended December 31, 202 2 , 20 2 1 and 2020 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 15 Leases a. Right-of-use assets .a. December 31, 2022 December 31, 2021 Properties 48,415 69,441 Vehicles 7,772 4,173 IT equipment - 213 Total 56,187 73,827 Some of the Group’s leases have the option of an extension that can be exercised for an indefinite period, and in these cases the Group has already considered in the measurement of the lease amounts the extensions that are reasonably certain to be exercised. The Group applies the short-term lease recognition exemption to its short-term leases of properties (those leases that have a lea se term of 12 months or less). It also applies the lease of low-value assets recognition exemption to leases tha t are considered of low value. Lease payments on short-term leases and leases of low-value assets are recog nized as expenses on a straight- line basis. The remai ni ng rental expense s for the year totaled R$ 5,815 as of December 3 1 , 202 2 ( R$5,922 as o f December 31, 2021 and R$ 4,669 as of December 3 1 , 2020 ) . The changes to balances of the right-of-use are : Properties Vehicles IT equipment Total Cost: Balance on December 31, 2020 88,549 5,008 851 94,408 Additions due to business combination (note 9.c) 5,414 - - 5,414 Foreign currency difference 2,744 3 - 2,747 Additions 11,815 3,724 - 15,539 Derecognition of right-of-use assets (2,200 ) (2,363 ) - (4,563 ) Remeasurement of right-of-use assets 1,318 - - 1,318 Balance on December 31, 2021 107,640 6,372 851 114,863 Additions due to business combination (note 9.c) 11,035 - - 11,035 Foreign currency difference (3,226 ) - - (3,226 ) Additions 8,144 6,930 - 15,074 Derecognition of right-of-use assets (33,006 ) (1,104 ) (851 ) (34,961 ) Balance on December 31, 2022 90,587 12,198 - 102,785 Depreciation: Balance on December 31, 2020 (22,090 ) (2,199 ) (354 ) (24,643 ) Foreign currency difference (856 ) (1 ) - (857 ) Depreciation (16,535 ) (1,944 ) (284 ) (18,763 ) Derecognition of right-of-use assets 1,657 1,945 - 3,602 Remeasurement of right-of-use assets (376 ) - - (376 ) Balance on December 31, 2021 (38,200 ) (2,199 ) (638 ) (41,037 ) Foreign currency difference 123 - - 123 Depreciation (23,679 ) (3,273 ) (213 ) (27,165 ) Derecognition of right-of-use assets 19,584 1,046 851 21,481 Balance on December 31, 2022 (42,172 ) (4,426 ) - (46,598 ) Net balance at: December 31, 2021 69,441 4,173 213 73,827 December 31, 2022 48,415 7,772 - 56,187 b. . Average discount rate (per year) December 31, 2022 December 31, 2021 Properties 8.26% (2021: 10.88%) 54,369 77,366 Vehicles 16.63% (2021: 14.54%) 8,439 4,285 IT equipment 7.70% (2021: 7.70%) - 237 Total 62,808 81,888 Current 21,539 21,214 Non-current 41,269 60,674 Total 62,808 81,888 The change in lease liabilities is disclosed in the reconciliation of change in liabilities to cash flows in n ote 16 . |
Loans and borrowings
Loans and borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Loans and borrowings | |
Loans and borrowings | 16 Loans and borrowings Loans and borrowings operations can be summarized as follows: Currency Average interest rate per year (%) Year of maturity December 31, 2022 December 31, 2021 Itaú (i) US$ 4.82% p.a. 2022 - 2,349 Itaú (ii) US$ 4.86% p.a. 2023 53,500 - Citibank (iii) US$ Libor 3 months rate 2022 - 11,164 Banco do Brasil (ii) US$ 3.68% p.a. 2022 - 56,551 Citibank (ii) US$ 4.06% p.a. / 2.28% p.a. 2023 14,937 28,328 Bradesco (i) R$ CDI + 1.10% p.a. 2023 1,669 11,684 Citibank (ii) US$ 3.80% p.a. 2023 10,191 - Bradesco (ii) US$ 3.98% p.a. 2023 15,183 - Santander Bank S/A (iv) R$ CDI + 1.60% p.a. 2026 - 204,047 Bradesco (i) R$ CDI + 1.75% p.a. 2026 296,774 306,417 Citibank (ii) US$ Libor 3 months rate 2026 129,701 168,169 Santander (iv) US$ 5.02% p.a. 2026 111,106 - Citibank (iv) US$ SOFR2.79% p.a. 2027 209,193 - HSBC (iv) US$ SOFR2.90% p.a. 2027 131,977 - Total 974,231 788,709 (i) Export credit not e - NCE: Refers to financing to export software development services. (ii) Advance on Foreign Exchange Contract (ACC). (iii) Refers to Revolving Credit Facility. (iv) Refers to Law 4131 - Foreign currency loans granted by the banks abroad to a Brazilian company. These balances were included as current and non-current borrowings in the consolidated statement of financial position as follows: December 31, 2022 December 31, 2021 Current 231,296 164,403 Non-current 742,935 624,306 Total 974,231 788,709 The principal balances of long-term loans and borrowings as of December 3 1 , 202 2 , mature as follows : Maturity 2024 168,668 2025 239,632 2026 230,281 2027 104,354 Non-current liabilities 742,935 The reconciliation of change in liabilities to cash flows arising from financing activities is shown below : Liabilities Leases Share premium and Total Loans and borrowings Leases (note 15.b) Reserves Balance as of January 1, 2022 788,709 81,888 1,052,042 1,922,639 Changes in cash flow from financing activities Proceeds from loans and borrowings 527,507 - - 527,507 Loans, borrowings and lease liabilities payments (350,571 ) (26,993 ) - (377,564 ) Proceeds from exercise of share options - - 12,668 12,668 Settlement of derivatives 390 - - 390 Total changes in cash flow from financing activities 177,326 (26,993 ) 12,668 163,001 Exchange rate changes 1,707 (2,689 ) - (982 ) Other changes - liabilities Additions due to business combination (note 9.2.c/9.4.c/9.5.c) 39,970 11,035 - 51,005 New leases - 15,074 - 15,074 Interest expenses 68,198 3,823 - 72,021 Interest paid (70,096 ) (6,169 ) - (76,265 ) Other borrowing/lease costs (31,193 ) (464 ) - (31,657 ) Early lease termination - (12,697 ) - (12,697 ) Total other changes - liabilities 6,879 10,602 - 17,481 Total other changes - equity - - 336,554 336,554 Balance as of December 31, 2022 974,621 62,808 1,401,264 2,439,083 Liabilities Leases Share premium and Total Loans and borrowings Leases (note 15.b) Reserves Balance as of January 1, 2021 89,230 75,228 116,072 280,530 Changes in cash flow from financing activities Proceeds from loans and borrowings 740,596 - - 740,596 Loans, borrowings and lease liabilities payments (75,196 ) (17,656 ) - (92,852 ) Issuance of common shares at initial public offering - - 915,947 915,947 Transaction cost of offering - - (66,876 ) (66,876 ) Share-based plan contributions - - 1,282 1,282 Interest on equity paid - - (6,288 ) (6,288 ) Dividends paid (note 22) - - (126,045 ) (126,045 ) Total changes in cash flow from financing activities 665,400 (17,656 ) 718,020 1,365,764 Exchange rate changes 601 2,054 - 2,655 Other changes - liabilities Additions due to business combination (note 9.c) - 6,139 - 6,139 New leases - 15,504 - 15,504 Remeasurement - 1,351 - 1,351 Interest expenses 23,366 6,369 - 29,735 Interest paid (12,149 ) (5,753 ) - (17,902 ) Other borrowing/lease costs 22,261 (213 ) - 22,048 Early lease termination - (1,135 ) - (1,135 ) Total other changes- liabilities 33,478 22,262 - 55,740 Total other changes- equity - - 217,950 217,950 Balance as of December 31, 2021 788,709 81,888 1,052,042 1,922,639 Liabilities Leases Net Equity Total Loans and financing Leases (Note 15.b) Reserves Balance as of January 1, 2020 27,849 77,393 36,937 142,179 Financing cash flow variations Proceeds from loans and borrowings 144,269 - - 144,269 Loan and borrowings payments, and lease payments (88,107 ) (15,500 ) - (103,607 ) Interest on own capital - - (4,276 ) (4,276 ) Dividends paid - - (30,977 ) (30,977 ) Total changes in financing cash flows 56,162 (15,500 ) (35,253 ) 5,409 Effect of changes in exchange rates 1,310 7,657 - 8,967 Other changes - related to liabilities New leases - 16,715 - 16,715 Interest expense 5,281 5,023 - 10,304 Interest paid (3,880 ) (5,023 ) - (8,903 ) Other costs 2,508 - - 2,508 Lease termination - (11,037 ) - (11,037 ) Total other changes related to liabilities 3,909 5,678 - 9,587 Total other changes related to equity - - 114,388 114,388 Balance as of December 31, 2020 89,230 75,228 116,072 280,530 Loans and borrowings covenants The loans and borrowings are subject to covenants, which establish the early maturity of debts. Early maturity of the loans could be caused by: • Disposal, merger, incorporation, spin-off, or any other corporate reorganization process that implies a change in the shareholding control, except for the prior consent from the creditor, and if it does not affect the liquidity capacity of this instrument. In 2022, the Company had three events that required prior communication to creditors , as follow: • Acquisition of 100% of Box 1824 (note 9.3), becoming a full subsidiary of the group in May 2022 and merged into the indirect subsidiary CI&T Brazil in December 2022; • Acquisition of 100 (note 9.4 , becoming an integral subsidiary of the group in September 2022 ; and • Acquisition of NTERSOL (note 9 5 ) , becoming a wholly owned subsidiary of the group in October 202 2 • Some of the debt contracts held by the Group include covenants that demand the maintenance of specific ratios, such as the Net Debt to EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) ratio. |
Salaries and welfare charges
Salaries and welfare charges | 12 Months Ended |
Dec. 31, 2022 | |
Salaries and welfare charges | |
Salaries and welfare charges | 17 Salaries and welfare charges December 31, 2022 December 31, 2021 Salaries 30,551 31,342 Accrued vacation and charges 107,801 83,750 Bonus 64,815 72,810 Withholding income tax 29,267 20,604 Payroll charges (social contributions) 15,168 18,124 Others 12,554 7,543 Total 260,156 234,173 |
Accounts payable for business c
Accounts payable for business combination | 12 Months Ended |
Dec. 31, 2022 | |
Accounts payable for business combination | |
Accounts payable for business combination | 18 Accounts payable for business combination December 31, 2022 December 31, 2021 Dextra (note 9.1) Acquisition cost - 48,817 Retained amount 34,183 30,000 Other - 6,909 34,183 85,726 Somo (note 9.2) Earn-out 61,529 - Escrow account 20,091 - Other 2,148 - 83,768 - Box 1824 (note 9.3) Retained amount 9,165 - Other 974 - 10,139 - NTERSOL (note 9.5) Retained amount 76,084 Other 775 - 76,859 - Current 71,650 48,923 Non-current 133,299 36,803 Total 204,949 85,726 The table below shows the movement of the accounts payable for business combination: 2022 Balance as of January 1, 2022 Monetary adjustment (i) Price adjustment review Acquisitions (note 9) Exchange variation Fair value adjustment Payment Balance as of December, 2022 Accounts payable for business combination 85,726 9,108 2,582 177,541 (11,114 ) 9,132 (68,026 ) 204,949 Dextra 85,726 8,430 2,365 - - - (62,338 ) 34,183 Somo - - - 92,600 (12,102 ) 8,958 (5,688 ) 83,768 Box (note 9.3) - 678 (558 ) 9,845 - 174 - 10,139 Ntersol (note 9.5) - - 775 75,096 988 - - 76,859 2021 Balance as of August 10, 2021 Acquisition (Note 9) Monetary adjustment (i) Payment Balance as of December 31, 2021 Accounts payable for business combination - 133,573 3,091 (50,938 ) 85,726 Dextra (note 9.1) - 133,573 3,091 (50,938 ) 85,726 (i) Adjusted by the CDI rate. |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2022 | |
Provisions | |
Provisions | 19 Provisions The Group is involved in tax and labor lawsuits that were considered probable losses and are provisioned according to the table below: Balance as of January 1, 2021 Provisions Balance as of December 31, 2021 Provisions Provisions assumed in a business combination (note 9.3.c) Reversal of provisions assumed in a business combination Reversal Payments Balance as of December 31, 2022 Tax 11 120 131 77 - - (3 ) - 205 Labor 150 352 502 582 13,583 (2,240 ) (270 ) (15 ) 12,142 Total Provisions 161 472 633 659 13,583 (2,240 ) (273 ) (15 ) 12,347 The main labor lawsuits above refer to the compliance with a minimum quota of employees with disabilities and lack of control over working hours. In relation to the business combination with Box 1824 9.3 Additionally, the Group is a party to civil, labor and tax lawsuits, whose likelihood of loss is regarded as possible, for which no provision was recorded, in the amount of R$ 10,563 as of December 31, 2022 (R$ 4,292 as of December 31, 2021). The main discussion assessed as possible loss refers to: • Tax lawsuits related to non-contribution tax credits referring to payroll in the period from January 1 to December 31, 2011. • In relation to the business combination with Box 1824 9.3 6,283 Judicial deposits As of December 31, 2022, the Group’s judicial deposits totaled R$ 9,819 (R$ 3,079 as of December 31, 2021), recognized in the statement of financial position, in non-current assets. Of this amount, R$ 9,405 (R$ 2,933 as of December 31, 2021) refers to tax lawsuits, R$ 415 (R$ 142 as of December 31, 2021) refers to labor lawsuits and R$ 4 as of December 31, 2021 refers to civil lawsuits. |
Employee benefits
Employee benefits | 12 Months Ended |
Dec. 31, 2022 | |
Employee benefits | |
Employee benefits | 20 Employee benefits The Group provides its employees with benefits that include medical care, dental care and life insurance during their employment. These benefits are paid by the Group and according to the category of health plans elected, with a consideration paid by the employee. Additionally, the Group offers its employees the option to participate in a private pension plan to which voluntary contributions are made. For CI&T Brazil, the contributions are made exclusively by the participants; for CI&T US, CI&T UK and CI&T Canada the companies contribute with the same amount as the participants up to 4 % of the employee salary. In both scenarios there is no consideration to be paid by the subsidiaries, as there are no post-employment obligations. The nature of the plan allows employees to suspend or discontinue their contributions at any time and allows the Management to transfer the portfolio to another administrator. The Group does not have additional post-employment obligation s and none other long-term benefits, such as time-of-service leave , lifetime health plan and other time-service benefits. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based compensation | |
Share-based compensation | 21 hare-based compensation a. Equity-settled share-based payment arrangement Stock option program First plan ( 2020 2021 On March 30, 2020, the Board of Directors approved the 1 2 3 4 On October 29, 2021, in connection with the corporate reorganization mentioned in the note 1 The options granted become options granted under the CI&T Cayman Plan, provided that each option shall concede the right to acquire one Considering that the number of shares forming the Company’s capital stock is approximately 68.14 times the number of shares forming the subsidiary CI&T Brazil, the number of granted options and the exercise price were adjusted in the same proportion. Second plan ( 2022 On June 9, 2022, the Board of Directors approved the 2 nd Incentive stock option s program On October 1, 2022, the Board of Directors approved the Incentive Stock Options (“ISO”) program. An ISO is a stock option that meets the requirements of Section 422 Restricted stock unit s program On October 1, 2022, the Board of Directors approved the Restricted Stock Units (“RSU”) program. A restricted stock unit is an unfunded and unsecured obligation to issue Class A common shares of the Company (or an equivalent cash amount) to participants in the future. The RSU become payable on terms and conditions determined by the Company and will vest and be settled at such times in cash, shares, or other specified property, as determined by the Company. Participants have no rights of a shareholder as to the RSU, including no voting rights or rights to dividends, until the underlying Class A common shares of the Company are issued or become payable to the participant. Expect as otherwise provided by the Company, in the event a participant is terminated for any reason, the vesting with respect to the participant’s RSU will cease, each of the participant’s outstanding unvested RSU will be forfeited for no consideration as of the date such termination, and any shares remaining undelivered with respect to the participant’s vested RSU will be delivered on the delivery date specified in the applicable award agreement. The key terms and conditions related to the grants under these programs are as follows: Plan Number of Fair value at grant date (R$) Contractual life (i) Limit date (i) Stock options plan (SOP) 04/01/2020 - 1 st 2 nd R$ 3,940,478 1,846 6.8 years 01/01/2027 04/01/2021 - 3 rd R$ 666,616 1,275 5.8 years 01/01/2027 04/01/2021 - 4 th R$ 187,820 298 5.8 years 01/01/2027 04/01/2022 US$ 290,099 4,593 6.8 years 01/01/2028 08/01/2022 US$ 133,245 737 5.5 years 01/01/2028 09/01/2022 US$ 87,629 170 5.4 years 01/01/2028 10/01/2022 US$ 7,606 11 5.3 years 01/01/2028 Incentive stock options (ISO) 10/01/2022 US$ 83,522 187 5.3 years 01/01/2027 Restricted stock units (RSU) 10/01/2022 US$ 46,314 2,250 5.3 years 01/01/2027 11/01/2022 US$ 1,399,998 59,771 3.5 years 01/01/2026 (i) Conditional upon the grace period and assuming the possibility of anticipated vesting in face of a liquidity event. The Board of Directors is entitled to select the participants of the program, at its sole discretion, among the Management, executives, employees and service providers of the Company and its subsidiaries. Additionally, the Board of Directors defines the terms of each program, when the option granted to the participants will become eligible for exercise (“vesting period”), including the possibility of anticipating the vesting period. b. Cash-settled share-based payment arrangement Stock option program The stock options program settle in cash are under the plans mentioned above in item "a" - First Plan 2020 (2nd and 4th programs) and Second Plan 2022. This stock option program was also migrated from the subsidiary CI&T Brazil to the Company. The number of granted options was proportionally adjusted by the equivalent of the Company’s shares. The amount to be settled in cash is based on the increase of the Company’s share price between the grant date and the exercise date. The key terms and conditions related to the grants under these programs are as follows: Grant date Number of options /RSUs Contractual life Limit date Liabilities carrying amount as of December 31, 2022 Stock options plan (SOP) 04/01/2020 - 2 nd R$ 69,774 6.8 years 01/01/2027 865 10/06/2021 - 3 rd R$ 6,065 5.3 years 01/01/2027 32 10/21/2021 - 4 th R$ 6,065 5.2 years 01/01/2027 16 10/11/2022 US$ 13,101 5.3 years 01/01/2028 2 c. Measurement of fair values The Group calculated the fair value on the grant date using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective assumptions, including the fair value of the Company's shares, expected volatility, expected term, risk-free interest rate and dividend yield. The Company's grants under its share-based compensation plan with employees are measured based on fair value of the Group's shares at the grant date and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding impact reflected in additional paid-in capital. The Company estimated the following assumptions for the calculation of the fair value of the share options: c.1 Grant date Exercise Share price at grant date Interest Fair value at grant date Stock options plan (SOP) 04/01/2020 - 1 st 2 nd R$ 9.58 21.68 24.19% 1.53% 0.48 3.7 years 04/01/2021 - 3 rd R$ 19.84 21.68 27.73% 2.66% 1.81 4.3 years 04/01/2021 - 4 th R$ 19.84 21.68 27.73% 2.66% 1.85 4.3 years 04/01/2022 US$ 16.75 17.50 27.44% 0.39% 3.37 3.0 years 04/01/2022 US$ 15.00 11.50 27.44% 2.60% 1.08 2.4 years 04/01/2022 US$ 16.75-16.95 8.13 27.44% 3.26% 0.65 2.4 years 04/01/2022 US$ 17.50 9.39 27.44% 3.83% 0.26 2.4 years Incentive stock options (ISO) 10/01/2022 US$ 16.75 9.39 27.44% 3.83% 0.44 2.3 years Restricted stock units (RSU) 10/01/2022 US$ n/a 9.39 27.44% 3.83% 9.39 3.7 years 10/01/2022 US$ n/a 8.29 27.44% 4.07% 8.29 3.5 years ● On October 29, 2021, as a result of the corporate reorganization (see note 1.a), the exercise price of the options changed from R$ 653.21 to R$ 9.58 for the 1st and 2nd programs and changed from R$ 1,352.00 to R$ 19.84 for the 3rd and 4th programs, to be updated according to the official national price index (IPCA / IBGE). The participants must pay the exercise price in cash and the program does not provide for alternatives for paying cash back to participants. c.2 Grant date Exercise Share price at grant date Interest Fair value at grant date Stock options plan (SOP) 04/01/2020 - 2 nd R$ 9.58 21.68 1.53% 24.19% 7.76 3.7 years 21/06/2021 - 4 th R$ 19.84 21.68 27.73% 2.66% 16.86 4.3 years 10/21/2021 - 4 th R$ 19.84 21.68 27.73% 2.66% 16.86 4.3 years 10/01/2022 US$ 16.75 9.98 3.83% 27.44% 2.10 2.3 years The inputs used in the measurement of the fair value at grant date were remeasured at December 31, 2022: Grant date Exercise Share price on December 31, 2022 Interest Fair value at remeasured date December 31, 2022 Stock options plan (SOP) 04/01/2020 - 2 nd R$ 9.58 34.18 6.16% 31.71% 26.03 3.7 years 10/06/2021 - 4 th R$ 19.84 34.18 6.13% 31.71% 17.35 4.3 years 10/21/2021 - 4 th R$ 19.84 34.18 6.13% 31.71% 17.34 4.3 years 10/01/2022 US$ 16.75 6.55 3.83% 31.71% 0.43 2.3 years d. Reconciliation of outstanding share options and RSUs The following shows the evolution of the share options and RSUs for the year ended at December 31, 2022: d.1 Grant date Number of granted options/RSUs (-) Canceled (-) Exercised Number of outstanding on 12/31/2022 Stock options plan (SOP) 04/01/2020 - 1 st nd 3,940,478 (78,360 ) (965,052 ) 2,897,066 1,902,444 04/01/2021 - 3 rd 666,616 - (71,716 ) 594,900 84,403 04/01/2021 - 4 th 187,820 (19,900 ) (12,367 ) 155,553 24,624 04/01/2022 290,099 - - 290,099 - 08/01/2022 133,245 - - 133,245 - 09/01/2022 87,629 - - 87,629 - 10/01/2022 - - 5,305,887 (98,260 ) (1,049,135 ) 4,158,492 2,011,471 Incentive stock options (ISO) 10/01/2022 83,522 - - 83,522 - 83,522 - - 83,522 - Restricted stock units (RSU) 10/01/2022 46,314 - - 46,314 - 11/10/2022 1,399,998 - - 1,399,998 - 1,446,312 - - 1,446,312 - d.2 Grant date Number of granted options/RSUs (-) Canceled (-) Exercised Number of outstanding on 12/31/2022 Stock options plan (SOP) 04/01/2020 - 2 nd 69,774 - (1,774 ) 68,000 30,526 10/06/2021 - 3 rd 6,065 - (909 ) 5,156 909 10/21/2021 - 4 th 6,065 - - 6,065 909 10/01/2022 13,101 - - 13,101 - e. Share-based compensation - shares granted to executive officers Box 1824 On May 31, 2022, the Company granted to the former controlling shareholder of the subsidiary Box 1824 2027 In the year ended on December 31, 2022, the Group recognized in the statement of profit or loss an amount of R$ 448 related to expenses of the share-based compensation plan (shares granted) (see details in item “f”). Comrade, Inc – McMillian Family Trust In August 2017, the Company granted to the former controlling shareholders of the subsidiary Comrade, Inc. (later merged into CI&T US) the right to receive 16,530 shares. Comrade’s shareholders became executives of the Group, and the granting of the shares is conditioned to continuing employment in the Group for a period of four years from the acquisition date of Comrade. The fair value of the shares was estimated on the acquisition date of the subsidiary, using the “Black-Scholes” pricing model, in the amount of R$5,120. On October 8, 2021, the executive officers exercised the options through the issuance of 16,530 new common shares, with no par value, at the total issuance price of R$28,697, subscribed by McMillian Family Trust. The subscribed shares were paid through the transfer of 15,896 shares issued by the subsidiary CI&T US to the subsidiary CI&T Brazil. As of December 31, 2021, the impact on profit or loss totaled R$246 (R$751 as of December 31, 2020), see details below in item “f” – expenses recognized in profit or loss. f. Expenses recognized in profit or loss December 31, 2022 December 31, 2021 December 31, 2020 Plan in force: Equity settled - SOP 1,776 967 142 Equity settled – RSU 3,401 - - Equity settled - ISO 49 - - Cash settled (188 ) 1,318 41 Shares granted to executives’ officers 448 246 751 Expenses recognized in profit or loss (note 24) 5,486 2,531 934 Other effects in shareholders’ equity - 1,282 1,751 Total 5,486 3,813 2,685 (-) Effect of cash settled 188 (1,318 ) (41 ) Effect of movements in exchange rates (127 ) 3 8 Total shareholders’ equity 5,547 2,498 2,652 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity | |
Equity | 22 E quity a. Share capital December 31, 2022 December 31, 2021 Number of ordinary nominative shares 133,814,311 132,197,896 Par value R$ 0.00027 R$ 0.00027 Share capital R$ 37 R$ 36 As of December 31, 2022, the total issued share capital of R$ 37 (R$ 36 as of December 31, 2021) is divided into 133,814,311 common shares (132,197,896 as of December 31, 2021). Those common shares are divided into 19,969,110 Class A common shares, including 225,649 Class A common shares that were issued as part of the payment for the Somo acquisition in January 2022 (see note 9.2), 341,631 Class A common shares that were issued in August 2022 as part of the payment for the Transpire acquisition on September 1, 2022 (see note 9.4), both of them issued accordingly the CI&T´s share price at their respective transaction dates, and 1,049,135 Class A common shares issued from January to December 2022 in connection with the Company's share-based compensation plan (see note 21), and 113,845,201 Class B common shares. The holders of the Class A common shares and Class B common shares have identical rights, except that (i) the holders of Class B common shares are entitled to ten votes per share, whereas holders of Class A common shares are entitled to one vote per share, (ii) Class B common shares have certain conversion rights and (iii) the holders of Class B common shares are entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued, however that such rights to purchase additional Class B common shares may only be exercised with Class B Shareholder Consent. b. Share premium After the Company has completed its initial public offering in November 2021 (note 1) , t he share premium referred to the difference between the subscription price (US$ 15.00 per share) that the shareholders paid for the shares and their nominal value (US$ 0.00005 per share) , as a total amount of . In con nection with the business combinations occurred from January to November 2022, the share premium increased by R$ 14,037 from shares issued as part of the payment for the Somo acquisition in January 2022 (see note 2.2) and R$ 16,189 from shares issued as part of the payment for the Transpire acquisition in September 2022. As of December 31, 2022, the total amount of share premium is R$ 946,173 (R$ 915,947 as of December 31, 2021). c. Capital reserve Corporate Restructuring As described in note 1.a above, the Company did not perform any corporate restructuring during the year ended on December 31, 2022. During the prior year, CI&T completed its corporate restructuring in November 2021. CI&T Brazil ceased to be ultimate parent company, and CI&T (non-operating holding company) became the ultimate parent company. This transaction occurred through the transfer of the shares of its shareholders from CI&T Brazil to CI&T Delaware and, subsequently, to CI&T, which result in the capital increase of 121,086,781 shares at par value of R$ 0.00027 per share, in the amount of R$ 33, and the remaining amount of R$ 88,206 was recorded as capital reserve. Share-based compensation The Group share-based compensation plans in place were accounted as Capital reserve (see note 21). Share issuance costs The Company incurred incremental costs directly attributable to the public offering in the amount of R$ 66,876, net of taxes, recorded in the Capital reserve. Share-based payment - Vested immediately Refers to the purchase price to be paid in common shares in connection with business combination, but considered as vested immediately at each acquisition date, and the amount was measured at fair value on the same date in the amount of R$ 4,124 (Box 1824 – note 9.3a) and R$ 170,774 (Ntersol – note 9.5a) . d. Earnings reserves December 31, 2022 December 31, 2021 December 31, 2020 Retained earnings reserve 251,873 125,957 95,515 As of December 31, 2022, the Company’s Board of Directors has not yet decided on the earnings reserve application. e. Other comprehensive income Translation differences Accumulated translation adjustments include all foreign currency translation differences on investments abroad. Foreign currency translation exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income, as described in note 8.b.ii, and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. Cash flow hedges As mentioned on note 28, in January 2022, the Company decided to apply hedge accounting for financial instruments (non-derivates), with the purpose of hedging exchange rates in transactions related to highly probable risk operations. The movement of exchange variation to be realized by highly probable transactions is accumulated in other comprehensive income. f. Dividends and interest on shareholders’ equity The dividends and interest on shareholder´s equity shown below occurred before the corporate reorganization. As of December 31, 202 , the Company had no dividends and interest on shareholder´s equity liabilities. 1st January 2020 Additions Tax withholding income Payments December 31, 2020 Additions Tax withholding income Payments Capitalization December 31, 2021 Dividends 14,714 46,940 - (30,977 ) 30,677 145,368 - (126,045 ) (50,000 ) - Interest on company capital - 4,276 (641 ) (3,635 ) - 6,288 (943 ) (5,345 ) - - 14,714 51,216 (641 ) (34,612 ) 30,677 151,656 (943 ) (131,390 ) (50,000 ) - |
Net revenue
Net revenue | 12 Months Ended |
Dec. 31, 2022 | |
Net revenue | |
Net revenue | 23 Net revenue The Group generates revenue primarily through the provision of services described in the table below, which is summarized by nature: December 31, 2022 December 31, 2021 December 31, 2020 Software development revenue 2,094,090 1,394,583 891,012 Software maintenance revenue 57,035 30,026 31,133 Revenue from software license agent 1,210 1,637 2,413 Consulting revenue 32,724 15,922 28,601 Other revenue 2,651 2,212 3,360 Total net revenue 2,187,710 1,444,380 956,519 The following table sets forth the net revenue by industry vertical for the periods indicated: . December 31, 2022 December 31, 2021 December 31, 2020 By Industry Vertical Financial services 649,166 487,177 324,118 Food and beverages 429,023 340,709 244,590 Pharmaceuticals and cosmetics 281,300 206,375 134,763 Technology, media, and telecom 328,500 169,311 81,961 Retail and manufacturing 135,566 93,871 83,046 Education and services 78,452 64,336 41,323 Logistic and Transportation 73,248 37,247 15,159 Others 212,454 45,353 31,559 Total net revenue 2,187,710 1,444,380 956,519 Performance obligations and revenue recognition policies The revenue is measured based on the consideration specified in the contract with the client. The Group recognizes revenue when it transfers control over the product or service to the customer. The table below provides information on the nature and timing of performance obligations in contracts with customers, including the revenue recognition policies listed in the main types of services: Type of service Nature and timing of performance obligations Revenue recognition Services provision: - software development; - software maintenance; - consultancy. The Group has determined that the customer controls all work in progress as the services are provided. This is because, according to these contracts, services are provided according to the client’s specifications and, if a contract is terminated by the client, the Group will be entitled to reimbursement of the costs incurred to date, including a reasonable margin. Invoices are issued in accordance with contractual terms and are usually paid on average in 69 days as of December 31, 2022 (70 days as of December 31, 2021). Unbilled amounts are presented as contract assets. The associated revenue and costs are recognized over time. The progress of the performance obligation is measured based on the hours incurred. Software License Agency The Group acts as an agent in software license agreements between the developer and the customer. Invoices (related to agency fees) are issued in accordance with the contractual terms and are generally paid on average within 45 days. Revenue related to fees as agent is recognized when contracts are entered into. Contract assets Contract assets relate mainly to the Group’s rights to consideration for services performed, for which control has been transferred to the client, but not invoiced on the reporting date. Contract assets are transferred to receivables when the Group issues an invoice to the client. The balances from contract assets are shown and segregated in the statement of financial position as follows: . December 30, 2022 December 31, 2021 Contract assets – Dollar denominated – from US customers 94,613 80,107 Contract assets – Reais denominated – from Brazilian customers 104,836 50,350 Contract assets – from other customers 18,474 4,844 (-) Expected credit losses from contract assets (673 ) (913 ) Total 217,250 134,388 The movement of expected credit losses of contract assets, is as follows: Balance as of December 31, 2020 (675 ) (Provision) (217 ) Effect of movements in exchange rates (21 ) Balance as of December 31, 2021 (913 ) (Provision) 94 Effect of movements in exchange rates 146 Balance as of December 31, 2022 (673 ) |
Expenses by nature
Expenses by nature | 12 Months Ended |
Dec. 31, 2022 | |
Expenses by nature | |
Expenses by nature | 24 Expenses by nature Information on the nature of expenses recognized in the consolidated statement of profit or loss is presented below: . December 31, 2022 December 31, 2021 December 31, 2020 Employee expenses (1,573,253 ) (1,010,989 ) (628,699 ) Third-party services and other inputs (120,742 ) (65,023 ) (55,660 ) Short-term leases (7,497 ) (5,922 ) (4,669 ) Insurance (15,045 ) (3,214 ) (883 ) Travel expenses (13,396 ) (4,156 ) (8,656 ) Depreciation and amortization (a) ( 94,558 ) ( 48,354 ) ( 29,882 ) Training (6,788 ) (4,353 ) (1,863 ) Share-based compensation (b) (note 21 (5,486 ) (2,531 ) (934 ) Consulting (c) (18,480 ) (9,177 ) (446 ) Expected credit loss (329 ) (497 ) (196 ) Impairment of intangible assets (note 14 - (21,895 ) - Other post-acquisition expenses (d) (25,650 ) - - Surplus of indemnity - - 18 Other costs and expenses (32,568 ) (23,663 ) (16,405 ) Total (1,913,792 ) (1,199,774 ) (748,275 ) Disclosed as: Costs of services provided (1,425,219 ) (935,732 ) (600,866 ) Selling expenses (163,871 ) (89,654 ) (65,093 ) General and administrative expenses (315,915 ) (151,681 ) (81,161 ) Research and technological innovation expenses - (4 ) (3,462 ) Impairment loss on trade receivables and contract assets (329 ) (497 ) (196 ) Other income (expenses) net (8,458 ) (22,206 ) 2,503 Total (1,913,792 ) (1,199,774 ) (748,275 ) (a) Depreciation and amortization include R$ (R$ as of December 31, 2021 and R$ as of December 31, 2020) classified as cost of services; R$ (R$ as of December 31, 2021 and R$ as of December 31, 2020) as general and administrative expenses, and R$ (R$ as of December 31, 2021) regarding intangible assets acquired in business combination as general and administrative expenses. (b) Share-based compensation includes R$ (R$ as of December 31, 2021 and R$ as of December 31, 2020) classified as cost of services and R (R$ as of December 31, 2021 and R$ as of December 31, 2020) as expenses. (c) Consulting expenses includes R$ (R$ as of December 31, 2021 and R$ as of December 31, 2020) related to acquisitions and R$ as of December 31, 2021 referring to costs directly attributable to secondary public share offering. (d) Other post-acquisition expenses include the fair value adjustment on account payable for business combination (R$ ) and other expenses related to the obligation of business combination (R$11,153). 24.1 Other income (expenses), net . December 31, 2022 December 31, 2021 December 31, 2020 Costs attributable to secondary offering - (2,220 ) - Impairment of intangible assets (note 14 - (21,895 ) - Government grant 1,141 2,481 1,571 Fair value adjustment on account payable for business combination (11,497 ) - - Other 1,898 (572 ) 932 (8,458 ) (22,206 ) 2,503 |
Net finance costs
Net finance costs | 12 Months Ended |
Dec. 31, 2022 | |
Net finance costs | |
Net finance costs | 25 Net finance costs December 31, 2022 December 31, 2021 December 31, 2020 Finance income: Income from financial investments 7,406 4,321 2,626 Foreign-exchange gain 136,544 46,302 28,135 Gains on derivatives 25,655 18,585 16,652 Interest received 2,549 99 170 Monetary variation 117 314 29 Other finance income 725 195 196 172,996 69,816 47,808 Finance costs: Exchange variation loss (131,970 ) (49,237 ) (20,080 ) Loss on derivatives (15,366 ) (18,112 ) (31,575 ) Interest and charges on loans and leases (note 16) (73,837 ) (29,729 ) (10,304 ) Bank guarantee expenses (471 ) (17 ) (17 ) Commissions and brokerage - (2,598 ) - Monetary variation (9,018 ) (3,092 ) - Other finance costs (15,980 ) (1,263 ) (1,285 ) (246,642 ) (104,048 ) (63,261 ) Net finance costs (73,646 ) (34,232 ) (15,453 ) |
Income tax and social contribut
Income tax and social contribution | 12 Months Ended |
Dec. 31, 2022 | |
Income tax and social contribution | |
Income tax and social contribution | 26 Income tax and social contribution Income tax and social security contribution recognized in profit or loss for the year are shown as follows: . December 31, 2022 December 31, 2021 December 31, 2020 Current income tax and social security contribution (69,873 ) (95,375 ) (66,912 ) Deferred income tax (4,483 ) 10,958 1,775 Income tax and social contributions (74,356 ) (84,417 ) (65,137 ) The reconciliation of the effective rate with the average nominal rate is shown as follows: . December 31, 2022 December 31, 2021 December 31, 2020 Profit before income tax and social contribution 200,272 210,374 192,791 Combined income tax and social contribution rate 34 % 34 % 34 % Tax using the Company’s domestic tax rate (68,092 ) (71,527 ) (65,549 ) Interest on own capital - 2,138 1,469 Expected income tax expense and interest on own capital (68,092 ) (69,389 ) (64,080 ) Tax incentives - - 219 Taxation of profit before income tax generated abroad (1,362 ) (9,610 ) - Impairment loss (intangible) - (6,864 ) - Other permanent exclusions (additions) (4,902 ) 1,446 (1,276 ) Income Tax and Social Contribution Expenses (74,356 ) (84,417 ) (65,137 ) Current (69,873 ) (95,375 ) (66,912 ) Deferred (4,483 ) 10,958 1,775 (74,356 ) (84,417 ) (65,137 ) Effective rate 37 % 40 % 34 % Amounts recognized directly in shareholders' equity . December 31, 2022 December 31, 2021 December 31, 2020 Share-based compensation plan - (147 ) 45 Total - (147 ) 45 Current - - 8,698 Deferred - (147 ) (8,653 ) Total taxes recognized in equity - (147 ) 45 Deferred tax The composition and changes in the deferred income tax and social contribution are described below: December 31, 2022 . Net balance on January 1 st 2022 Recognition in profit or loss Deferred tax acquired from business combination ( 9.2 Other Exchange variation effect Net amount Deferred tax asset Deferred tax liabilities Provisions 1,677 1,529 - 102 (35 ) 3,273 3,273 - Bonus accrued 25,768 (5,227 ) - - 470 21,011 21,011 - Restrict stock Units - 719 - - - 719 719 - Lease 2,122 408 - - 81 2,611 2,611 - Other items 607 (832 ) 2,316 - (1,326 ) 765 765 - R&D tax credit - - 5,745 - (951 ) 4,794 4,794 - Tax loss carry amount 1,815 (1,080 ) - 1,826 (596 ) 1,965 1,965 - Net tax liability (assets) 31,989 (4,483 ) 8,061 1,928 (2,357 ) 35,138 35,138 - December 31, 2021 . Net balance on January 1 Recognition in equity Recognition in profit or loss Other Exchange variation effect Net amount Deferred tax asset Deferred tax liabilities Provisions 2,038 - (437 ) - 76 1,677 1,739 (62 ) Bonus accrued 18,447 - 6,354 - 968 25,768 25,768 - Lease 2,168 - (41 ) - (5 ) 2,122 2,122 - Other items (8,629 ) 2,630 6,913 (307 ) 607 2,440 (1,833 ) Indemnity on share-based compensation 214 (147 ) (67 ) - - - - - Tax loss carry amount 915 - 2,519 (1,619 ) - 1,815 3,228 (1,413 ) Net tax liability (assets) 15,152 (147 ) 10,958 5,294 732 31,989 35,297 (3,308 ) |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share | |
Earnings per share | 27 Earnings per share Basic and diluted earnings per share The calculation of basic earnings per share was based on the net income attributed to holders of common shares and the weighted average number of outstanding common shares. The calculation of diluted earnings per share was based on the net income attributed to holders of common shares and the weighted average number of outstanding common shares, after adjustments for all potential diluted common shares. December 31, 2022 December 31, 2021 December 31, 2020 Numerator Profit attributable to holders of common shares 125,916 125,957 127,654 Denominator Weighted average number of basic shares held by shareholders 133,186,441 121,777,128 119,960,383 Earnings per share – basic 0.95 1.03 1.06 Numerator Profit attributable to holders of common shares 125,916 125,957 127,654 Denominator Weighted average number of diluted shares held by shareholders 134,774,674 125,155,798 123,287,891 Net earnings per share – diluted 0.93 1.01 1.04 Weighted average number of common shares. December 31, 2022 December 31, 2021 December 31, 2020 Weighted average common shares (basic) 133,186,441 121,777,128 119,960,383 Effect of share-based compensation when exercised 1,588,233 3,378,670 3,327,508 Weighted average number of common shares 134,774,674 125,155,798 123,287,891 |
Financial instruments and risk
Financial instruments and risk management | 12 Months Ended |
Dec. 31, 2022 | |
Financial instruments and risk management | |
Financial instruments and risk management | 28 Financial i nstruments and r isk m anagement 28.1 Financial instrument categories The Group maintains operations with derivative and non-derivative financial instruments. The control policy consists of monitoring the terms contracted against current terms and conditions in the market. The Company does not make investments of speculative nature in derivatives or any other risk assets. The estimated fair value of the Group's financial instruments considered the following methods and assumptions: • Cash and cash equivalents and financial investment : recognized at cost plus income earned up to the closing date of the financial statements, which approximate their fair value. • Trade receivables : arise directly from the Group's operations, classified at amortized cost, are recorded at their original values, adjusted based on the exchange rate changes, when applicable, and subject to a provision for losses. Their carrying amount is a reasonable approximation of fair value. • Loans and borrowings : classified as financial liabilities measured at amortized cost and are recorded at their contractual values. The contractual flow of loans and borrowings is adjusted to the future value of the liabilities considering the interest until maturity. • Derivative financial instruments: 3 3 Libor 3 • N on-derivatives financial instruments: Based on the Group's risk management and considering the existing natural hedge on exchange rate variations, the Group designated hedge relationships between “highly probable future transactions” (hedged item) and non-derivative financial instruments (hedging instruments), and their exchange effects were recognized at the same time in the OCI. The exchange rate variations in proportions of cash flows from non-derivative financial instruments were designated as hedging instruments. At the inception of designated hedging relationships, the Group documented the risk management objective and strategy for undertaking the hedge. The Group also documented the economic relationship between the hedged item and the hedging instrument, including identification of: (i) the hedging instrument; (ii) the hedged item; (iii) the nature of the risk being hedged; and (iv) the assessment whether the hedging relationship meets the hedge effectiveness requirements. The following table shows the carrying amounts and fair values of financial assets and financial liabilities, segregated by category: December 31, 2022 Amortized cost Assets/liabilities measuredat FVTPL Assets / liabilities measured at FVOCI Total Financial assets Cash and cash equivalents 185,727 - - 185,727 Financial investments 96,299 - - 96,299 Trade receivables 501,671 - - 501,671 Contract assets 217,250 - - 217,250 Derivatives - 11,194 - 11,194 Non-derivatives financial instruments - future exports revenue - - 19,637 19,637 Other assets 41,923 - - 41,923 1,042,870 11,194 19,637 1,073,701 Financial liabilities Suppliers and other payables 33,376 - - 33,376 Loans and borrowings 974,231 - - 974,231 Lease liabilities 62,808 - - 62,808 Accounts payable for business combination 66,561 138,388 - 204,949 Derivatives - 4,109 - 4,109 Non-derivatives financial instruments – future exports revenue - - 35,169 35,169 Contract liabilities 32,136 - - 32,136 Other liabilities 51,031 - - 51,031 1,220,143 142,497 35,169 1,397,809 December 31, 2021 Amortized cost Assets/liabilities measured at FVTPL Total Financial assets Cash and cash equivalents 135,727 - 135,727 Financial investments 798,786 - 798,786 Trade receivables 340,519 - 340,519 Contract assets 134,388 - 134,388 Derivatives - 896 896 Other assets 32,949 - 32,949 1,442,369 896 1,443,265 Financial liabilities Suppliers and other payables 33,566 - 33,566 Loans and borrowings 788,709 - 788,709 Lease liabilities 81,888 - 81,888 Accounts payable for business combination 85,726 - 85,726 Derivatives - 535 535 Contract liabilities 13,722 - 13,722 Other liabilities 15,329 - 15,329 1,018,940 535 1,019,475 28.2 Financial r isk m anagement The Group’s operations are subject to the following risk factors: a. Market r isks The Group is exposed to market risks resulting from the normal course of its activities, such as inflation, interest rates and exchange rate changes. Thus, the Group's operating results may be affected by changes in national economic policy, especially regarding short and long-term interest rates, inflation targets and exchange rate policy. Exposures to market risk are measured by sensitivity analysis. Management interest rate benchmark reform and associated risks A fundamental reform of major interest rate benchmarks is being undertaken globally, including the replacement of some interbank offered rates (lBORs) with alternative nearly risk-free rates (referred to as ‘lBOR reform’). In 2021, the Group undertook amendments to most financial instruments with contractual terms indexed to lBORs such that they incorporated new benchmark rates. As at December 31 2022, the Group’s remaining lBOR exposure is indexed to US dollar LIBOR. The alternative reference rate for all US dollar LIBOR is the Secured Overnight Financing Rate (SOFR). The Group finished the process of implementing appropriate fallback clauses for all US dollar LIBOR indexed exposures in 2021. These clauses automatically switch the instruments from USD LIBOR to SOFR as and when USD LIBOR ceases. As announced by the Financial Conduct Authority (FCA) in early 2022, the panel bank submissions for US dollar LIBOR will cease in mid-2023. The risk Management monitors and manages the Group´s transition to alternative rates. The Management evaluates the extent to which contracts reference lBOR cash flows, whether such contracts will need to be amended as a result of lBOR reform and how to manage communication about lBOR reform with counterparties. The Management reports to the Company´s board of directors regularly and collaborates with other business functions as needed. It provides periodic reports to management of interest rate risk and risks arising from lBOR reform. a.1 Foreign c urrency – Exchange rate changes The Group is exposed to foreign exchange risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables, and borrowings are denominated and the respective functional currencies of the Company and its subsidiaries. Therefore, foreign exchange risk is inherent to the Group’s business model. The Group’s revenue is mainly denominated in foreign currency and, consequently, is exposed to exchange rate changes. The Group’s expenses, on the other hand, are mainly denominated in the Group’s functional currency (Brazilian Reais) and, consequently, are not exposed to exchange rate changes. The Group is exposed to exchange rate risk on its financial investments, suppliers and other payables, trade receivables, loans and borrowings, accounts payable for business combination, lease liabilities and derivatives. See below the total exposure to foreign currency: December, 2022 December, 2021 US$ £ Other currencies US$ Other currencies Financial investments 96,299 - - 798,786 - Suppliers and other payables (4,229 ) (2,264 ) (2,078 ) (8,763 ) (722 ) Trade receivables 304,617 51,152 12,306 233,724 7,273 Loans and borrowings (223,512 ) - - (266,561 ) - Lease liabilities (29,147 ) (1,009 ) (2,493 ) (32,159 ) (962 ) Accounts payable for business combination (76,859 ) (83,768 ) - - - Derivatives (4,109 ) - - 361 - Net exposure 63,060 (35,889 ) 7,735 725,388 5,589 Cash flow hedge for the Group's future investments: In January 2022, the Group decided to apply hedge accounting for certain financial instruments (non-derivatives), with the purpose of hedging exchange rates in transactions related to highly probable risk operations. On January 3, 2022, the Company designated hedge relationships “highly probable future acquisitions” and non-derivative US dollar financial investment for a total amount of R$ 572,940 (US$ 104,615). On January 27, 2022, as mentioned in note 9.2, the Company acquired the Somo Group. In connection with this acquisition, an amount of R$ 347,704 (US$ 64,615) was used to pay for the acquisition. On September 1, 2022, as mentioned in note 9.4, the Company acquired Transpire. In connection with this acquisition, an amount of R$ 55,545 (US$ 10,725) was used to pay for the acquisition used to pay for the acquisition . The individual hedge relationships were established on a one-to-one basis, that is, each month’s “highly probable future acquisitions” and the proportions of cash flows from financial investments made abroad, used in each hedge relationship, have the same face value in US dollars. The Company considered as “highly probable future acquisitions” only part of its total planned acquisitions. The exposure of the Group's future investments in acquisitions in hard currency to the risk of variations in the R$/US$ exchange rate (liability position) was offset by an inverse exposure equivalent to its US dollars financial investments (asset position) to the same type of risk. Cash flow hedge for the Group's future Revenues : Considering the natural hedge and the risk management strategy, the Group designates hedging relationships to account for the effects of the existing hedge between a foreign exchange gain or loss from proportions of its long-term debt obligations (denominated in U.S. dollars) and foreign exchange gain or loss of its highly probable U.S. dollar denominated future export revenues, so that gains or losses associated with the hedged transaction (the highly probable future exports) and the hedging instrument (debt obligations) are recognized in the statement of profit or loss in the same periods. The schedule of cash flow hedge involving the Company´s future exports as of December 31, 2022 is set below: Present value of hedging instrument notional value at December 31, 2022 Hedging Instrument Hedged Transaction Nature of the Risk Maturity Date US$ R$ Foreign exchange gains and losses on proportion of non-derivative financial instruments cash flows Foreign exchange gains and losses of highly probable future monthly exports revenues Foreign Currency - Real vs U.S. Dollar Spot Rate 2023 to 2026 Citibank (i) 2026 30,000 156,531 Citibank (ii) 2023 3,000 15,653 Bradesco (ii) 2023 3,000 15,653 Citibank (ii) 2023 2,000 10,435 Itaú (ii) 2023 10,000 52,177 Total amounts designated as of December 31, 2022 48,000 250,449 (i) Export credit note - NCE: Refers to financing to export software development services. (ii) Advance on Foreign Exchange Contract (ACC). Changes in the fair value of US$ foreign exchange debt obligation (non-derivative financial instruments) designated as effective cash flow hedges have their effective component recorded in Equity, Other Comprehensive Income (“OCI”) and the ineffective component recorded in Statement of Profit or Loss, in finance income (expense). The amounts accumulated in Equity are recognized in the Statement of Profit or Loss in the years in which the hedged item affects the result, the effects of which are appropriated to the result, in order to minimize the variations in the hedged item. The individual hedge relationships are established on a one-to-one basis, that is, the “highly probable exports” of each month and the proportions of cash flows from foreign exchange debt obligation made abroad, used in each relationship and individual hedge, have the same face value in US dollars. The exposure of the Group's future exports in hard currency to the risk of variations in the R$/US$ exchange rate (liability position) is offset by an inverse exposure equivalent to its US dollars debt (asset position) to the same type of risk. Hedge Accounting Effects The movement of exchange variation accumulated in other comprehensive income as of December 31, 2022, resulting from completed investments in acquisitions during the year are set out below: Exchange variation Balance as of December 31, 2021 Recognized in Other comprehensive income (30,600 ) Reclassified to the statements of financial position - occurred investments in acquisitions 25,263 Reclassified to the statements of profit or loss - ineffective portion 5,337 Balance as of December 31, 2022 - The movement of exchange variation accumulated in other comprehensive income as of December 31, 2022, resulting from completed and expected exports are set out below: Exchange variation Balance as of December 31, 2021 Recognized in Other comprehensive income (23,855 ) Reclassified to the statements of profit or loss - occurred exports 8,323 Balance as of December 31, 2022 (15,532 ) As of December 31, 2022, the annual expectation of realization of the exchange rate variation balance accumulated in equity is R$ 8,951. For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. a. 2 Interest rate risk Derives from the possibility of the Group incurring gains or losses resulting from changes in interest rates applicable to its financial assets and liabilities. The Group may also enter into derivative contracts in order to mitigate this risk. a.3 Sensitivity analysis of non-derivative financial instruments Exchange rate fluctuation and changes in interest rates may positively or adversely affect the financial statements, due to an increase or decrease in the balances of trade receivables and investments in foreign currency and the variation in the balances of financial investments and loans and borrowings. The Group mitigates its risks relating to non-derivative financial assets and liabilities substantially through the contracting of derivative financial instruments. Accordingly, the Group identified the main risk factors that may generate losses for its operations with derivative financial instruments and this sensitivity analysis is based on three scenarios that may impact the Group’s future results and cash flows, as described below: (i) Probable s cenario: The Group’s projections, based on internal and external data, considered the highest projection expected by the Company for the next months: (i) the interest rate index in order to analyze the sensitivity of the index in short-term investments and loans and borrowings was % for CDI and % for (only applicable for some loans and borrowings); (ii) the exchange rate of R$ for US$ and R$ for £, related to the closing rate projected by the Company, for the purposes of analyzing the foreign exchange exposure. Based on these factors, variations in the adverse and remote scenarios were calculated. (ii) Adverse scenario: considered a variation of % in the main risk factor of each transaction. (iii) Remote s cenario: considered a variation of % in the main risk factor of each transaction. For each scenario, the gross finance income or finance costs were calculated, excluding taxes and the maturity flow of each agreement. The base date considered was December 31, 2022, projecting the indexes for one year and verifying their sensitivity in each scenario. Sensitivity analysis for interest rate risk Risk Exposure in R$ Period rates Probable scenario (I) Adverse Scenario (II) Remote Scenario (III) Short-term financial investments Interest rate increase - CDI 58,464 13.65 % 13.95 % 17.44 % 20.93 % 175 2,216 4,256 Loans and borrowings Interest rate increase - CDI (298,443 ) 13.65 % 13.95 % 17.44 % 20.93 % (895 ) (11,311 ) (21,727 ) � Accounts payable for business combination Interest rate increase – CDI (43,348 ) 13.65 % 13.95 % 17.44 % 20.93 % (130 ) (1,643 ) (3,156 ) Loans and borrowings Interest rate increase - Libor (129,701 ) 3.81 % 4.65 % 5.81 % 6.98 % (1,089 ) (2,594 ) (4,112 ) Loans and borrowing Interest rate increase - SOFR (341,170 ) 4.31 % 4.88 % 6.10 % 7.32 % (1,945 ) (6,107 ) (10,269 ) Derivatives (interest rate swap) Interest rate increase - Libor 129,701 3.81 % 4.65 % 5.81 % 6.98 % 1,089 2,594 4,112 Net effect (2,795 ) (16,845 ) (30,896 ) S ensitivity analysis for exchange rate risk Risk Exposure in US$ Probable scenario (i) Adverse Scenario (ii) Remote Scenario (iii) Net exchange variation on transactions Exchange variation in the year Foreign currency appreciation - US$ 5.2177 5.4039 6.7549 8.1059 Financial investments 18,456 3,437 28,371 53,305 Suppliers and other payables (811 ) (151 ) (1,246 ) (2,341 ) Trade receivables 58,381 10,871 89,744 168,617 Loans and borrowings (42,837 ) (7,976 ) (65,849 ) (123,723 ) Derivatives 20,003 3,724 30,748 57,772 Lease liabilities (5,586 ) (1,040 ) (8,587 ) (16,134 ) Accounts payable for business combination (14,582 ) (1,941 ) (21,641 ) (41,341 ) 6,924 51,540 96,155 Risk Exposure in $ Probable scenario (i) Adverse Scenario (ii) Remote Scenario (iii) Net exchange variation on transactions Exchange variation in the year Foreign currency appreciation - £ 6.2785 6.3960 7.9950 9.5940 Suppliers and other payables (361 ) (42 ) (619 ) (1,196 ) Trade receivables 8,147 957 13,985 27,012 Lease liabilities (161 ) (19 ) (276 ) (533 ) Accounts payable for business combination (13,342 ) (1,568 ) (22,902 ) (44,236 ) (672 ) (9,812 ) (18,953 ) b. Credit risk Credit risk refers to the risk that a counterparty will not comply with its contractual obligations, causing the Group to incur financial losses. Credit risk is the risk of a counterparty in a business transaction not complying with an obligation provided by a financial instrument or an agreement with a client, which would cause financial loss. To mitigate these risks, the Group analyzes the financial and equity condition of its counterparties, as well as the definition of credit limits and permanent monitoring of outstanding positions. The Group applies the simplified standard approach to commercial financial assets, where the provision for losses is analyzed over the remaining life of the asset. In addition, the Group is exposed to credit risk with respect to financial guarantees granted to banks. The Group held cash and cash equivalents of R$ 185,727 on December 31, 2022 (R$ 135,727 as of December 31, 2021) and financial investments of R$ 96,299 on December 31, 2022 (R$ 798,786 as of December 31, 2021). The cash and cash equivalents and financial investments are held with bank and financial institution counterparties, which are rated BB- to A+, based on Standard & Poor’s ratings. The carrying amount of financial assets represents the maximum credit exposure. The maximum credit risk exposure on the date of the financial statements is: December 31, 2022 December 31, 2021 Hedge financial instruments (current and non-current) 11,194 896 Cash and cash equivalents 185,727 135,727 Financial investments 96,299 798,786 Trade receivables 501,671 340,519 Contract assets 217,250 134,388 Other receivables (current and non-current) 41,923 32,949 1,054,064 1,443,265 On 31 December 2022, the exposure to credit risk for trade receivables, contract assets and other receivables by geographic region was as follows: December 31, 2022 December 31, 2021 NAE (North America and Europe) 499,626 297,430 North America 426,166 287,992 Europe 73,460 9,438 LATAM (Latin America) 246,270 202,528 APJ (Asia, Pacific and Japan) 14,948 7,917 Total 760,844 507,875 c. Liquidity risk The Group monitors liquidity risk by managing its cash resources and financial investments. Liquidity risk is also managed by the Group through its cash flow projection, which aims to ensure the availability of funds to meet the Group’s both operational and financial obligations. The Group also maintains approved credit lines with financial institutions in order to adequate levels of liquidity in the short, medium and long terms. The maturities of the long-term installments of the loans are described in note 16. The following are the remaining contractual maturities of financial liabilities on the reporting date. The amounts are gross and undiscounted, including contractual interest payments and excluding the impact of netting agreements: 2022 Carrying amount Cash contractual cash flow 6 months or less 6- 12 months 1-2 years 2-5 Years Non-derivative financial liabilities Trade payables 33,376 33,376 33,376 - - - Loans and borrowings 974,231 1,176,743 146,564 107,207 273,298 649,674 Lease liabilities 62,808 70,837 13,903 11,480 17,981 27,473 Accounts payable for business combination 204,949 229,547 64,888 7,484 95,858 61,317 Contract liabilities 32,136 32,136 32,136 - - - Other payables (current and non-current) 51,031 51,031 51,031 - - - Derivatives 4,109 4,109 4,109 - - - Non-derivatives financial instruments 35,169 35,169 35,169 - - - 1,397,809 1,632,948 381,176 126,171 387,137 738,464 2021 Carrying amount Cash contractual cash flow 6 months or less 6- 12 months 1-2 years 2-5 Years Non-derivative financial liabilities Trade payables 33,566 33,566 33,566 - - - Loans and borrowings 788,709 974,942 136,161 88,045 171,022 579,714 Lease liabilities 81,888 87,662 12,435 12,251 22,284 40,692 Accounts payable for business combination 85,726 85,726 1,064 47,860 12,179 24,623 Contract liabilities 13,722 13,722 13,722 - - - Other payables (current and non-current) 15,329 15,329 15,329 - - - Derivatives 535 535 535 - - - 1,019,475 1,211,482 212,812 148,156 205,485 645,029 Bank credit lines December 31, 2022 December 30, 2021 Used - 11,161 Not used 54,786 47,434 54,786 58,595 The Group has credit lines for working capital with the banks HSBC and Citibank, in the amount of US$10,500 or R$54,786, at the exchange rate of 5.2177, the commercial selling rate for U.S. dollars as of December 31, 2022, as reported by the Brazilian Central Bank (note 16). 28.3 Derivative financial instruments The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. As of December 31, 2022, the Group no longer entered into purchase and sale agreement for derivative financial instruments (NDFs). Fair value estimated for derivative financial instruments contracted by the Group was determined according to information available in the market, mainly through financial institutions and specific methodologies of assessment. However, considerable judgment is necessary to understand market data in order to produce the fair value estimate for each operation. Consequently, the estimates do not necessarily indicate the amounts that will be effectively realized at settlement. For comparison purpose, as of December 31, 2021, the Group had the following agreements for financial derivatives (NDFs): 2021 Maturity Nominal value (US$) Contracted rate Amount in R$ Market rate Fair value February 25, 2022 (560 ) 5.6220 (3,148 ) 5.3459 (17 ) Total (17 ) The Group also used options in order to protect exports against the risk of exchange variation. The Group may enter into zero-cost collar strategies, which consists of the purchase of a put option and the sale of a call option, contracted with the same counterparty and with a net zero premium. The composition of the balances involving options to buy and sell currencies is as follows: 2021 Maturity Nominal value (US$) Contracted rate Amount in R$ Market rate Fair value 01/21/2021 - 01/17/2022 875 Put option 4,900 5.8257 (349 ) 02/25/2021 - 02/25/2022 490 Put option 2,909 5.6490 (170 ) (519 ) 01/21/2021 - 01/17/2022 875 Call option (4,900 ) 5.5563 298 02/25/2021 - 02/25/2022 490 Call option (2,909 ) 5.4690 196 (25 ) During 2021, the Group entered into an interest rate swap transaction with the purpose of hedging the exposure to variable interest rate related to the Export Credit Note – NCE with Citibank. In May 2022, the Group entered a swap operation exchanging the CDI based rate to a US$ prefixed rate, related to a portion of an Export Credit Note - NCE with Bradesco. The interest rate profile of the Group’s interest-bearing financial instruments, as reported to the Group’s Management, is as follows: 2022 Maturity Notional (US$) Amount in R$ Floating rate receivable Fixed rate payable Fair value 07/16/2026 30,000 152,100 3-months LIBOR 3.07% 11,194 07/07/2026 - 100,000 CDI Foreign Exchange + 4.90% (4,109 ) 7,085 2021 Maturity Notional (US$) Amount in R$ Floating rate receivable Fixed rate payable Fair value 07/16/2026 30,000 152,100 3-month LIBOR 3.07% 403 403 28.4 C lassification of financial instruments by type of measurement of fair value The Group has financial instruments measured at fair value, which are qualified as defined below: Level 1 - Level 2 - Level 3 - Carrying amount Fair value December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Level 2 Derivatives: Non-Deliverable Forward - NDF - (17 ) - (17 ) Interest rate swap 7,085 403 7,085 403 Call and put option term - (25 ) - (25 ) Total 7,085 361 7,085 361 Non-derivatives Lease liabilities (62,808 ) (81,888 ) (62,808 ) (81,888 ) Loans and borrowings (974,231 ) (788,709 ) (974,231 ) (788,709 ) Accounts payable for business combination (204,949 ) (85,726 ) (204,949 ) (85,726 ) Total (1,241,988 ) (956,323 ) (1,241,988 ) (956,323 ) Total (1,234,903 ) (955,962 ) (1,234,903 ) (955,962 ) Cash and cash equivalents, financial investments, trade receivables, and suppliers and other payables were not included in the table above. The Group understands that these financial instruments have no classification, as the carrying amount of these items is a reasonable approximation of fair value. |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2022 | |
Related parties | |
Related parties | 29 Related parties Transactions with key management personnel The Group paid R$10,997 as of December 31, 2022 (R$11,096 as of December 31, 2021 and R$9,519 as of December 31, 2020) as direct compensation to key management personnel. These amounts correspond to the executive board compensation, related social charges and short-term benefits and are recorded under line “General and administrative expenses”. In 2020 21 The executive officers also participate in the Group's share-based compensation 21 The Group has no additional post-employment obligation, as well as no other long-term benefits, such as premium leave and other severance benefits. The Group also does not offer other benefits in connection with the dismissal of its Senior Management’s members, in addition to those defined by the Brazilian labor legislation in force. |
Operating segments
Operating segments | 12 Months Ended |
Dec. 31, 2022 | |
Operating segments | |
Operating segments | 30 Operating segments Operating segments are defined based on business activities that reflect how CODM - Chief Operating Decision Maker reviews financial information for decision. The Group's CODM is the Group's Board of Director. The CODM is in charge of the operational decisions of resource allocation and performance evaluation. The CODM considers the whole Group as a single operating and reportable segment, monitoring operations, making decisions on fund allocation and evaluating performance based on a single operating segment. The CODM reviews relevant financial data on a consolidated basis for all subsidiaries. CODM makes decisions and regularly evaluates the performance of Group’s services as a whole in a single operational and reportable segment. The table below summarizes net revenues by geographic region: . December 31, 2022 December 31, 2021 December 31, 2020 NAE (North America and Europe) 1,129,166 693,006 471,763 North America 923,174 654,858 451,999 Europe 205,992 28,148 19,764 LATAM (Latin America) 975,948 701,206 435,987 APJ (Asia, Pacific and Japan) 82,596 50,168 48,769 Total (Note 23 2,187,710 1,444,380 956,519 Net revenues by geographic area were determined based on the country where the sale was made. The net revenue from a single customer represents 15% of the Company’s total net revenues as of December 31, 2022 (20% as of December 31, 2021 and also as of December 31, 2020). Revenue b y c lient c oncentration The following table sets forth net revenue contributed by the top client, and top ten . December 31, 2022 December 31, 2021 December 31, 2020 Top client 325,505 283,311 190,599 Top 10 1,079,941 913,890 644,722 Geographic information of the Group's non-current assets The table below summarizes non-current assets, except deferred taxes, based on assets geographic location: December 31, 2022 December 31, 2021 Brazil 819,873 818,221 Cayman 405,145 - United States of America 676,167 58,061 China 2,317 2,239 Australia 2,987 8 United Kingdom 1,804 74 Canada 280 284 Portugal 569 387 Other countries 1,858 176 Total 1,911,000 879,450 |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Basis of consolidation | a. Basis of consolidation (i) Business combination The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any goodwill that may arise is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. 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 profit or loss. If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employee (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service. (ii) Subsidiaries Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The financial statements of s ubsidiaries are included in the consolidated financial statements from the date in which control commences until the date in which control ceases. (iii) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency translation gain s or losses) arising from intra-group transactions, are eliminated. Unrealized losses arising are eliminated in the same way as unrealized gain , but only to the extent that there is no evidence of impairment . |
Foreign currency | b. Foreign currency (i) F oreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of the Company and its subsidiaries by the exchange rates at the dates of each such transaction. Monetary assets and liabilities denominated in foreign currencies on the reporting date are translated to the functional currency at the exchange rate on that date. Non-monetary assets and liabilities that are measured at fair value in foreign currency are re translated in to the functional currency at the exchange rate on the date when the fair value was determined. Non-monetary items that are measured based on historical cost in foreign currency are translated at the exchange rate on the transaction date. F oreign currency differences are gene rally recognized in profit or loss and presented within finance costs. However, foreign currency differences resulting from the translation of investments abroad and the qualifying cash flow hedges to the extent that the hedges are effective are recognized in other comprehensive income . (ii) Foreign operations The a ssets and liabilities of foreign operations, including goodwill and fair value adjustments aris ing from acquisition, are translated into Brazilian Reais at the exchange rates at the reporting date. The i ncome and expenses of operations abroad are translated into Brazilian R eais at the exchange rates at the transaction date. Foreign currency differences are recognized in other comprehensive income and accumulated in the translation reserve . |
Revenue from contracts with customers | c. Revenue from contracts with customers Information about the Gro u p's accounting policies related to contracts with customers is provided in note 23 . |
Employee benefits | d. Employee benefits (i) Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. These liabilities are recognized at the amount of the expected payment if the Company has a present legal obligation to pay this amount due to service provided by the employee and the obligation can be estimated reliably. (ii) Share-based payment arrangements The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes . The Group recognizes each expense according to the services rendered for each subsidiary where the employee participating in the plan works, with the counterpart at: (a) increase in equity if the services rendered are received in a transaction with a share-based payment settled in equity instruments; (b) or, if the services rendered are acquired in a transaction with a share-based payment settled in cash (or other assets) , a liability is recognized . The fair value of the amount payable to employees related to the rights on the valuation of shares, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities during the period in which employees unconditionally acquire the ir right to payment. The liability is remeasured at each reporting date and on the settlement date, based on the fair value of the rights on the valuation of the shares. Any changes in the fair value of the liability are recognized in the profit or loss . When the granting of an equity instrument is cance l led or settled during the vesting period, the entity must account for the cancellation or settlement as an acceleration of the vesting period and, therefore, must immediately recognize the amount that would be recognized as services received over the remaining vesting period. In cases where the share-based compensation plan is cancelled , any payment s made to employee s at the time of the cancellation must be accounted for as a repurchase of an equity instrument, that is, in a reduction account of shareholde r s' equity, except if the payment exceeds the fair value of the equity instrument s granted, measured on the repurchase date. Any surplus must be recognized as an expense for the period. However, if the share-based payment arrangement present s liabilities components, the entity must remeasure the fair value of the corresponding liability on the date of cancellation or settlement. Any payment made to settle these liability components should be accounted for as an extinguishment of the liability . |
Finance income and finance costs | e. Financ e income and finance cost s The Gro u p's finance income and finance costs include : Interest income; Interest expense ; The n et gain or loss on financial assets measured at fair value through profit or loss; The foreign currency gain or loss on financial assets and financial liabilities ; Hedge ineffectiveness re cognized in profit or loss; and T he reclassification of net gains and losses previously recognized in other comprehensive income on cash flow hedges of foreign currency risk . Interest income or expense is recognized using the effective interest method. The Group classifies dividends and interest on equity paid as cash flows used in financing activities. Th e 'effective interest ra t e' is the rate that exactly discounts estimated future cash payments or receipts th r ough the expected life of the financial instrument to : the gross carrying amount of the financial asset; or at the amortized cost of the financial liability . In calculating interest income or expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit- impaired) or the amortized cost of the liability. However, for financial assets that have become credit-impaired after the initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit- impaired, the n the calculation of interest income reverts to the gross basis. |
Income tax | f. Income tax Income tax expenses comprise current and deferred tax , and social security contribution tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income . The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 - Provisions, Contingent Liabilities and Contingent Assets . (i) Current tax Current tax comprises the expected tax payable or receivable on the taxable profit or loss for the year and any adjustment to taxes payable or receivable in respect of prior years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income tax es , if any . It is measured using tax rates enacted or substantiv ely enacted at the reporting date. Current tax assets and liabilities are offset only if certain criteria are met. (ii) Deferred taxes Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: ● Temporary differences i n the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and ● Temporary differences related to investments in subsidiaries to the extent that the Group can control the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not be reversed in the foreseeable futu re . Deferred tax assets are recognized in respect of tax losses, u nused deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for each individual subsidiar y . Deferred tax assets are reviewed at each reporting date and are reduced to the extent that they are no longer probable . Deferred tax assets and liabilities are measured based on the rates that are expected to be applied to temporary differences when they are reversed, based on the rates that were enacted up to the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the way the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met. |
Cash and cash equivalents | g. Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand and in banks and short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. |
Property, plant and equipment | h. Property, plant and equipment (i) Recognition and measurement Items of p roperty, plant and equipment items are measured at cost of acquisition, less accumulated depreciation and any accumulated impairment losses . Any gain or loss on the disposal of an item of property, plant and equipment is recognized in profit or loss . (ii) Subsequent expenditure Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group . (iii) Depreciation Depreciation is calculated to write-off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method based over their estimated useful lives , and is recognized in profit and loss . Land is not depreciated. The estimated useful lives of property, plant and equipment for current and comparative year s are as follows: IT equipment 2 to 5 years Furniture and fixtures 7-10 years Vehicles 5 years Leasehold improvements 1 to 8 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. |
Intangible assets and goodwill | i. Int angible assets and goodwill (i) Recognition and measurement Goodwill Goodwill arising from the acquisition of subsidiaries is measured at cost less accumulated impairment losses , when applicable. Brands and Customer relationship Brands and customer relationship acquired through business combination s are recognized at their fair value at the acquisition date and amortized over their expected benefit period . Software Software licenses are capitalized based on the costs incurred to acquire the software and prepare them to be ready for use and amortized over their expected benefit period . Costs associated with software maintenance are recognized as expenses as incurred. Development costs directly attributable to the design and testing of identifiable and unique software products, controlled by the Group , are recognized as intangible assets. Directly attributable costs, which are capitalized as a part of the software product, include the costs of employee s allocated to software development and an appropriate portion of the applicable indirect expenses. Other development costs that do not meet these criteria for capitalization are recognized as expenses as they are incurred. Development costs previously recognized as expenses are not recognized as assets in subsequent periods. Software in progress Software in progress is capitalized only if the expenditure can be measured reliably, the product or progress is technically and commercial ly feasible, future economic benefits are probable, and the Group intends to and has sufficient intention and resources to complete development and use or sell the asset. Otherwise, it is recognized in profit and loss as incurred. Subsequent to initial recognition, intangible in progress is measured at cost less any accumulated impairment losses. Non-compet e agreement Non-compete agreements acquired through business combination s are recognized at their fair value at the acquisition date and are amortized over the term of the agreements. (ii) Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure s , including brands and patents, are recognized in profit or loss as incurred. (iii) Amort ization Amortization is calculated to write-off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives , and is generally recognized in profit or loss. Goodwill is not amortized. The estimated useful lives for current and comparative periods are as follows: Network software 5 years Internally developed software 3 years Customer relationship 6 – 19 years Non-compete agreement 5 years Brands 1-21 years Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted , if appropriate. |
Financial instruments | j. Financial instruments (i) Recognition and initial measurement Trade receivables are initially recognized on the date they are originated. All other financial assets and liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not measured at fair value through profit or loss (“ FVTPL ”) , transaction costs that are directly attributable to its acquisition or issue. T rade receivable without a significant financing component are initially measured at the transaction price. (ii) Classification and s ubsequent measurement Financial assets Upon initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (“ FVOCI ”) — debt investment; FVOCI — equity investment; or at FVTPL – fair value through profit or loss. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: (i) I t is maintained within a business model aimed at maintaining financial assets to receive contractual cash flows; and (ii) It s contractual terms give rise on specific dates to cash flows that are solely payment s of principal and interest on the principal amount outstanding . All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. Upon initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or fair value through other comprehensive income (“FVOCI”) as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial asset – Business model assessment The Group makes an assessment of the objective of the business model in which a financial asset is held in the portfolio level because it better reflects the way the business is managed and information is provided to Management. Information considered includes: (i) The stated policies and objectives set for the portfolio and the operation of those policies in practice. These include whether Management´s strategy focuses on achieving contractual interest income, maintaining a particular interest rate profile, matching the duration of financial assets with the duration of related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; (ii) How the performance of the portfolio is evaluated and reported to the Group's Management; (iii) The risks that affect the performance of the business model (and the financial assets held according to that business model) and how those risks are managed; (iv) How the managers of the business are compensated – e.g., whether compensation is based on the fair value of assets managed or the contractual cash flows earned; and (v) The frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales , in a manner consistent with the continuing recognition of the assets of the Company and its s ubsidiaries. Financial assets held for trading or managed and whose performance is evaluated on a fair value basis are measured at fair value through profit or loss. Financial asset – assessment of whether contractual cash flows are solely principal and interest payments For the purposes of this assessment , ‘ princip a l' is defined as the fair value of the financial asset up on initial recognition. Intere s t ’ is defined as consideration for the time value of money and the credit risk associated with the principal amount outstanding over a given period of time and for the other basic lending risks and costs ( e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: C ontingent events that would change the amount or timing of cash flows; T erms that may adjust the contractual coupon rate, including variable - rate features ; P repayment and extension features; and T erms that limit the Group 's access to cash flows from specifi c assets ( e.g. , non-recourse features ). A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the contract. In addition, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. Financial asset s - Subsequent measurement and gains and loss es Financial assets at FVTPL These assets are subsequently measured at fair value. Net gain s and losses , including any interest or dividend income , are recognized in profit or loss . Financial assets at amortized cost These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss . Any gain or loss on derecognition is recognized in profit or loss . Financial liabilitie s – classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as measured at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities measured at FVTPL are measured at fair value and net gains and losses , including any interest expense , are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense, foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. (iii) Derecognition Financial assets The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers rights to receive the contractual cash flows in a transaction in which either: (i) substantially all the risks and rewards of ownership of the financial asset are transferred, or (ii) the Group neither transfers nor retains substantially all of the risks and rewards of ownership of it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognized in its statements of financial position, but retains all or substantially all of the risks and rewards of the transferred assets. I n these cases, the transferred assets are not derecognized. Financial liabilities The Group derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On the 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 profit or loss. Interest rate benchmark reform When the basis for determining the contractual cash flows of a financial asset or financial liability measured at amortized cost changed as a result of interest benchmark reform, the Group updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by the reform. A change in the basis for determining the contractual cash flows is required by interest rate benchmark reform if the following conditions are met: (i) the changes are necessary as a direct consequence of the reform; and (ii) the new basis for determining the contractual cash flows is economically equivalent to the previous basis – i.e. the basis immediately before the change. When changes were made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Group first updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by interest rate benchmark reform. After that, the Group applied the policies on accounting for modifications to the additional changes. (iv) Offse t ting Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. (v) Derivative financial instruments The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value , and changes therein are generally recognized in profit or loss . (vi) Non-derivative financial instruments and hedge accounting The Group designates certain non-derivative financial instruments as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates. At the inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in cash flows of the hedged item and the hedging instrument are expected to offset each other. Cash flows hedges When a non-derivative financial instrument is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the non-derivative financial instrument is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the non-derivative financial instrument that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present basis, from the inception of the hedge. Any ineffective portion of changes in the fair value of non-derivative financial instrument is recognized immediately in profit or loss. The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of forward element of forward exchange contracts (forward points) is separately accounted for as a cost of hedging and recognized in costs of hedging reserve within equity. When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as financial investment s, the amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item when it is recognized. For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedge reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item cost’s on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss. Additionally, when a financial instrument designated as a hedging instrument expires or is settled, the Group may replace it with another financial instrument, in order to ensure the continuity of the hedging relationship. Similarly, when a transaction designated as a hedged item takes place, the Group may designate the financial instrument that hedged that transaction as a hedging instrument in a new hedging relationship. The ineffective portion of exchange rate variations arising from hedging instruments is recorded in the financial result for the period. The effective amount of gain or loss on the instrument is accounted for under the heading “Other comprehensive income” and the ineffective amount under the heading of “Net finance cost”, with the accumulated gains and losses recognized in profit or loss. |
Equity | k. Equity Share capital According to the Company’s Articles of Association, classes of common shares are authorized: Class A common shares, which are entitled to vote per share, and Class B common shares, which are entitled to votes per share and maintain a proportional ownership interest in the event that additional Class A common shares are issued. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity. Share premium The share premium refers to the difference between the subscription price that the shareholders paid for the shares and their nominal value. Capital reserve The breakdown of capital reserves arises from the corporate restructuring that occurred in (note .a), share-based compensation (note .d) and the share issuance costs (note .c). |
Impairment | l. I mpairment (i) Non-derivative financial assets Financial instruments and contrac t assets The Group recognizes loss allowances for expected credit losses on: Financial assets measured at amortized cost Contract assets L oss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime expected credit losses. When determining whe ther the credit risk of a financial assets has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and avai l able without undue cost or effort. This includes both quantitative and qualitative information and analys is, based on the Group’s historical experience and informed credit assessment, that includes forward-looking information. The Group considers a financial asset to be in default when: It is unlikely that the creditor will fully pay its credit obligations to the Group, without resorting to actions such as the realization of the guarantee (if any); or T he financial asset is more than 360 days over due ; Lifetime credit losses are the expected credit losses that result from all possible default events over the expected life of the financial instrument. The maximum period considered in the expected credit loss estimate is the maximum contractual period over which the Group is exposed to credit risk. (ii) Measurement of expected credit losses The Group considers evidence of impairment of assets measured at amortized cost at the collective level. The assets are assessed collectively for any loss of value that could have occurred but had not yet been identified. Assets are assessed collectively for impairment based on the grouping of assets with similar risk characteristics. In assessing the impairment as a whole, the Group uses historical trends in the probability of default, the recovery period and the loss amounts incurred, adjusted to reflect the Management’s judgment on the assumptions if the current economic and credit conditions are such that actual losses are probable to be higher or lower than those suggested by historical trends. A loss by reduction to the recoverable amount is calculated as the difference between the recorded amount and the present value of estimated future cash flows, discounted by the original effective interest rate of the asset. Losses are recognized in profit or loss and deducted from the gross carrying amount of the assets. The allowance for loss on financial assets measured at amortized cost is deducted from the gross carrying amount of the assets. (iii) Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is “credit-impaired” when or more events that have a detrimental impact on the future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data: Significant financial difficulty of the debtor; A breach of contract such as a default or being more than 90 days past due; The restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; It is probable that the debtor will enter bankruptcy or other financial reorganization; or The disappearance of an active market for a security because of financial difficulties. Presentation of allowance for expect ed credit losses in the statement of financial position Loss allowances for financial assets measured at amortized cost are deducted from gross carrying amount of the assets. (iv) Write-off The gross carrying amount of a financial asset is written off when the Group has no reasonable expectation of recovering the financial asset in whole or in part. For customers, the Group has a policy of writing off the gross amount when the financial asset is days past due based on historical experience of recoveries of similar assets, unless the Group has reasonable and supportable information to demonstrate that another writing off criterion is more appropriate. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. (v) Non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units ( CGUs ) . Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market evaluations of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognized if the carrying amount of the asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro - rata basis. An i mpairment loss in respect of goodwill is not reversed. For other assets, impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization , if no impairment loss had been recognized. |
Provisions | m. Provisions Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability . The unwinding of the discount is recognized as finance cost. (i) Disputes and litigations The provision for disputes and litigation is recognized when it is probable that the Group will be required to make future payments as a result of past events. Such payments include, but are not limited to, the various claims, processes and actions initiated by both third parties and the Group, relating to labor disputes, complaints from tax authorities and other judicial matters. (ii) Provision for indemnity of the shared-based compensation plan The provision for the indemnity of the share-based compensation plan was recognized upon the cancellation of all programs and agreements entered into in the Group’s shared-based compensation Plan. Payments to the beneficiaries of the plan grant the Group full discharge on any right related to the Plan. |
Leases | n. Leases At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single component. The Group recognize s a right-of-use asset and a lease liability at the lease commencement date . The right-to-use asset is initially measured at cost, which comprises the initial amount of the liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as a discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: F ixed payments, including in-substance fixed payments ; Variable lease payments tha t depend on an index or a rate, initially measured using the index or rate as the commencement date; A moun ts expected to be payable under a residual value guarantee ; and The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period of the Group are reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not o r terminate early. Regarding the option to extend office leases, the Group applies a 5-year additional to determine the right-of-use amounts, except when there is no certain probability of continuity of activities in such locations. Renewal clauses generally use an inflation update index that is updated annually. For the years disclosed, the Group does not have lease agreements with variable payments. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments resulting from a change in index or rate, if there is a change in the Group’s estimate of the amounts expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset , or is recorded in the profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Short-term leases and leases of low-value assets The Group has elected not to recognize right-of-use assets and lease liabilities of low-value assets and short-term leases, including IT equipment. The Group recognizes lease payments associated with these leases as expenses on a straight-line basis over the lease term. |
Fair value measurement | p. Fair value measurement ‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date of the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk. A number of the Group ’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities (see note 5). When is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, the Group uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction. If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based in a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but not later than when the valuation is wholly supported by observable market data or the transaction is closed out. |
Operating profit | o. Operating profit Operating profit is the result generated from the continuing principal revenue-producing activities of the Group as well as other income and expenses related to operating activities. Operating profit excludes net finance costs, share of profit of equity-accounted investees and income taxes. |
List of direct and indirect s_2
List of direct and indirect subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
List of direct and indirect subsidiaries | |
Schedule of information on the Company's direct and indirect subsidiaries | December 31,2022 December 31,2021 December 31,2020 Subsidiaries Country of Origin Direct Indirect Direct Indirect Direct Indirect CI&T Delaware LLC (a) United States 100% - 100% - - - CI&T Software S.A. Brazil - 100% - 100% - - CI&T Japan, Inc. Japan - 100% - 100% 100% - CI&T China Inc. China - 100% - 100% - 100% CI&T IOT (b) Brazil - - - - 100% - CI&T Portugal Unipessoal Lda. Portugal - 100% - 100% 100% - CI&T Australia PTY Ltd. Australia - 100% - 100% 100% - Dextra Inc (c) United States - 100% - 100% - - CINQ Inc. (c) United States - 100% - 100% - - CI&T, Inc. (“CI&T US”) United States - 100% - 100% 100% - CI&T Software Inc. (“CI&T Canada”) Canada - 100% - 100% - 100% CI&T UK Limited. (“CI&T UK”) United Kingdom - 100% - 100% - 100% CI&T Colombia Colombia - 100% - - - - CI&T Argentina S/A Argentina - 100% - 100% - 100% NTERSOL Consulting LLC (“NTERSOL”) (f) United States - 100% - - - - CoreIP Holdings, Inc. (f) United States - 100% - - - - Somo Global Ltd (“Somo”) (d) United Kingdom 100% - - - - - Somo Custom Ltd (d) United Kingdom - 100% - - - - Somo Global Inc. (d) United States - 100% - - - - Somo Global S AS. (d) Colombia - 100% - - - - Ideonyx Ltd (in liquidation) (d) United Kingdom - 100% - - - - Somo Ltd (dormant) (d) United Kingdom - 100% - - - - CI&T Oceania PTY Ltd (“Transpire”) (e) Australia 100% - - - - - Unconstrained Thinking PTY Ltd (e) Australia - 100% - - - - (a) Refers to note 1.a. (b) In July 2019, the subsidiary CI&T IOT Comércio de Hardware e Software Ltda. started its operations. The subsidiary’s main activity is the sale of technology devices and software on environment management platforms for efficient use of spaces. In April 2021, the partial spin-off on the CI&T IOT investment was approved with the transfer of its net equity to CI&T Brazil’s shareholders. (c) In August 2021, CI&T Brazil completed the acquisition of 100% of the shareholding control of Dextra Investimentos S.A. and its subsidiaries (see note 9.1). (d) In January 2022, the Company completed the acquisition of 100 Somo Global Ltd and its subsidiaries (see note 9.2 (e) In September 2022, the Company completed the acquisition of 100 Transpire Technolog y P ty Ltd and it subsidiary (see note 9 4 ). (f) In November 2022, the Company completed the acquisition of 100 holding control of NTERSOL Consulting LLC and it s subsidiary (see note 9.5 |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Schedule of estimated useful lives of property, plant and equipment | The estimated useful lives of property, plant and equipment for current and comparative year s are as follows: IT equipment 2 to 5 years Furniture and fixtures 7-10 years Vehicles 5 years Leasehold improvements 1 to 8 years |
Schedule of estimated useful lives of intangible assets | The estimated useful lives for current and comparative periods are as follows: Network software 5 years Internally developed software 3 years Customer relationship 6 – 19 years Non-compete agreement 5 years Brands 1-21 years |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business combinations | |
Schedule of revenue and profit of acquisition and management's estimate of revenue and profit | Revenue and profit of acquisition on December 31, 2022: Amount Revenue 234,168 Loss (7,705 ) Management’s estimate of revenue and profit for the year ended December 31, 2022 (had the acquisition occurred at the beginning of the reporting period): Amount Revenue 2,384,367 Profit 131,824 |
Dextra Group | |
Business combinations | |
Schedule of fair value of each major class of consideration transferred on the acquisition date | The following table summarizes the fair value of each major class of consideration transferred on the acquisition date : Cash 700,938 Accounts payable for business combination (note 18) 82,635 Accounts payable to former shareholders (i) 45,726 Retained amount (ii) 30,000 Other (i) 6,909 Total consideration transferred (note 9.1.d) 783,573 (i) These amounts were settled in August 10, 2022. See note 18. ( ii ) The amount of R$ 30,000 related to a portion of the remaining balance payable was retained for any materialized contingencies, which will be paid on the fifth anniversary of the closing date. |
Schedule of identifiable net assets acquired | The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 8,216 Trade receivables (a) 56,313 Recoverable taxes 1,668 Other assets 2,386 Current assets 68,583 Non-current Recoverable taxes 3,932 Property, plant and equipment (note 13) 9,149 Intangible assets (i) (note 1 4 ) 148,523 Right-of-use assets (note 15) 5,414 Non-current assets 167,018 Total assets 235,601 Liabilities Fair value Current Suppliers 5,627 Lease liabilities (note 15) 3,105 Salaries and welfare charges 23,436 Tax liabilities 10,569 Contract liabilities 1,933 Other liabilities 26 Current liabilities 44,696 Non-current Other liabilities 18 Lease liabilities (note 15) 3,035 Non-current liabilities 3,053 Total liabilities 47,749 Total identifiable net assets acquired (note 9.1.d) 187,852 (a) Gross contractual amount receivable was R$56,854 and R$541 was not expected to be collected . |
Schedule of acquired intangible assets at fair value | (i) According to the purchase price on August 10, 2021: Fair value Network software (note 14) 191 Internally developed software (note 14) 22,613 Customer relationship (note 14) 88,961 Non-compete agreement (note 14) 16,257 Brands (note 14) 20,501 Total intangible assets at fair value (note 14) 148,523 |
Schedule of goodwill arising from acquisition | Goodwill arising from the acquisition has been recognized as follows : Note Goodwill Consideration transferred 9.1.a 783,573 Fair value of identifiable net assets 9.1.c (187,852 ) Goodwill (note 14) 595,721 |
Schedule of net cash outflow for purchase consideration | Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.1.a 700,938 Less: Balances acquired – Cash and cash equivalents 9.1.c (8,216 ) Net outflow of cash - investing activities 692,722 |
Somo Group | |
Business combinations | |
Schedule of fair value of each major class of consideration transferred on the acquisition date | The following table summarizes the fair value of each major class of consideration transferred on the acquisition date: Cash 340,777 Restricted cash in escrow account (note 18) 23,061 Retained amount (i) (note 1 8 ) 7,206 Earn-out (ii) (note 1 8 ) 59,868 Contingent consideration (note 18) 2,465 Class A common shares issued (iii) 14,037 Total consideration transferred (note 9.2.d) 447,414 (i) The amount of R$ 7,206 (£ 1,000) is related to a portion of the remaining balance payable that was retained for any materialized contingencies. (ii) The Agreement also contemplates an earn-out clause of up to R$ 59,868 (£ 8,307) based on future performance (see note 14). As of December 31 , 2022, the fair value of the contingent consideration was R$ 61,529 (£ 9,800 ). (iii) Issuance of 225,649 Class A common shares in connection with the transaction, per a total amount of R$ 14,037, issued to electing sellers in accordance with the Agreement. |
Schedule of identifiable net assets acquired | The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 98,701 Trade receivables (a) 38,677 Contract assets 13,359 Recoverable taxes 275 Other assets 2,454 Current assets 153,466 Non-current Deferred taxes 8,061 Property, plant and equipment (note 13) 2,359 Right-of-use assets (note 15) 6,800 Intangible assets (i) (note 1 4 ) 57,285 Non-current assets 74,505 Total assets 227,971 Liabilities Fair value Current Suppliers and other payables 30,409 Loans and borrowings (note 13) 25,213 Lease liabilities 4,440 Contract liabilities 730 Tax liabilities 3,948 Salaries and welfare charges 9,668 Other liabilities 11,295 Current liabilities 85,703 Non-current Loans and borrowings (note 13) 9,267 Lease liabilities 2,360 Other liabilities 406 Non-current liabilities 12,033 Total liabilities 97,736 Total identifiable net assets acquired (note 9.2.d) 130,235 (a) Gross contractual amount receivable was R$ 38,703 26 was not expected to be collected. |
Schedule of acquired intangible assets at fair value | (i) According to the purchase price on January 27, 2022: Fair value Customer relationship (note 14) 49,539 Brands (note 14) 7,746 Total intangible assets at fair value (note 14) 57,285 |
Schedule of goodwill arising from acquisition | Goodwill arising from the acquisition has been recognized as follows: Note Goodwill Consideration transferred 9.2.a 447,414 Fair value of identifiable net assets 9.2.c (130,235 ) Goodwill (note 10) 317,179 |
Schedule of net cash outflow for purchase consideration | e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.2.a 340,777 Retained amount payment (i) 18 5,688 Less: Balances acquired – Cash and cash equivalents 9.2.c (98,701 ) Outflow of cash - investing activities 247,764 Restricted cash in escrow account 23,061 Net outflow of cash - investing activities 270,825 (i) The retained amount of R$ 7,206 for any materialized contingencies was reviewed and settled on June 3, 2022, per an amount of R$ 5,688 (£939), after negotiation agreed upon per both parties. |
Box 1824 | |
Business combinations | |
Schedule of fair value of each major class of consideration transferred on the acquisition date | The following table summarizes the fair value of each major class of consideration transferred on the acquisition date: Cash 20,768 (-) Price adjustment (558 ) Retained amount (i) (note 1 8 ) 8,871 Share-based payment – vested immediately (note 22.c) 4,124 Other (note 18) 974 Total consideration transferred (note 9.3.d) 34,179 (i) The amount of R$ 8,871 was related to a portion of the remaining balance payable that was retained for any materialized contingencies that occurred after June 1, 2022 but related to contingencies liabilities before the acquisition date. The remaining balance, as adjusted, will be paid in the next three years, on each anniversary of the closing date. |
Schedule of identifiable net assets acquired | The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 1,728 Trade receivables (a) 1,695 Contract assets 1,598 Recoverable taxes 104 Other assets 312 Current assets 5,437 Non-current Indemnity asset 13,583 Property, plant and equipment (note 13) 51 Intangible assets (i) (note 1 4 ) 11,981 Non-current assets 25,615 Total assets 31,052 Liabilities Fair value Current Suppliers and other payables 533 Contract liabilities 962 Tax liabilities 920 Salaries and welfare charges 442 Contingent liabilities (note 19) 13,583 Other liabilities 6 Current liabilities 16,446 Non-current Tax liabilities 1,952 Non-current liabilities 1,952 Total liabilities 18,398 Total identifiable net assets acquired (note 9.3.d) 12,654 (a) Gross contractual amount receivable was R$ 1,696 1 was not expected to be collected. |
Schedule of acquired intangible assets at fair value | (i) According to the purchase price on September 30: Fair value Customer relationship (note 14) 6,430 Brands (note 14) 5,536 Software (note 14) 15 Total intangible assets at fair value (note 14) 11,981 |
Schedule of goodwill arising from acquisition | The Goodwill arising from the acquisition has been recognized as follows: Note Goodwill Consideration transferred 9.3.a 34,179 Fair value of identifiable net assets 9.3.c (12,654 ) Goodwill (note 10) 21,525 |
Schedule of net cash outflow for purchase consideration | e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.3.a 20,768 Less: Balances acquired – Cash and cash equivalents 9.3.c (1,728 ) Net outflow of cash - investing activities 19,040 |
Transpire Group | |
Business combinations | |
Schedule of fair value of each major class of consideration transferred on the acquisition date | The following table summarizes the fair value of each major class of consideration transferred on the acquisition date: Cash 60,392 Price adjustment (i) 729 Class A common shares issued (note 22.a) 16,189 Total consideration transferred (note 9.4.d) 77,310 |
Schedule of identifiable net assets acquired | The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 5,397 Trade receivables (a) 9,322 Contract assets 239 Other assets 277 Current assets 15,235 Non-current Bank guarantee 766 Property, plant and equipment (note 9) 1,183 Right-of-use assets (note 11) 1,314 Intangible assets (i) (note 10) 12,692 Non-current assets 15,955 Total assets 31,190 Liabilities Fair value Current Suppliers and other payables 4,384 Contract liabilities 2,065 Tax liabilities 479 Salaries and welfare charges 7,963 Lease liability (note 11) 1,314 Other liabilities 1,380 Current liabilities 17,585 Non-current Loans and borrowings (note 12) 5,490 Non-current liabilities 5,490 Total liabilities 23,075 Total identifiable net assets acquired (note 9.4.d) 8,115 (a) Gross contractual amount receivable was R$ 9,333 and R$ 11 was not expected to be collected. |
Schedule of acquired intangible assets at fair value | (i) According to the purchase price on September 01, 2022: Fair value Customer relationship (note 14) 12,665 Software (note 14) 5 Brands (note 14) 22 Total intangible assets at fair value (note 14) 12,692 |
Schedule of goodwill arising from acquisition | The Goodwill arising from the acquisition has been recognized as follows: Note Goodwill Consideration transferred 9.4.a 77,310 Fair value of identifiable net assets 9.4.c (8,115 ) Goodwill (note 10) 69,195 |
Schedule of net cash outflow for purchase consideration | e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.4.a 60,392 Price adjustment paid 729 Less: Balances acquired – Cash and cash equivalents 9.4.c (5,397 ) Net outflow of cash - investing activities 55,724 |
NTERSOL Group | |
Business combinations | |
Schedule of fair value of each major class of consideration transferred on the acquisition date | The following table summarizes the fair value of each major class of consideration transferred on the acquisition date: Cash 418,007 (+) Estimated price adjustment 775 Retained amount (note 18) 75,096 Share-based payment – vested immediately (note 22.c) 170,774 Total consideration transferred (note 9.4.d) 664,652 |
Schedule of identifiable net assets acquired | The following table summarizes the recognized amounts of assets acquired and liabilities assumed on the acquisition date: Assets Fair value Current Cash and cash equivalents 17,870 Trade receivables (a) 36,064 Other assets 2,455 Current assets 56,389 Non-current Other assets 88 Property, plant and equipment (note 13) 68 Right-of-use assets (note 15) 2,921 Intangible assets (i) (note 1 4 ) 157,007 Non-current assets 160,084 Total assets 216,473 Liabilities Fair value Current Suppliers and other payables 1,091 Salaries and welfare charges 1,627 Lease liability (note 15) 673 Other liabilities 9,338 Current liabilities 12,729 Non-current Lease liability (note 15) 2,248 Non-current liabilities 2,248 Total liabilities 14,977 Total identifiable net assets acquired (note 9.5.d) 201,496 |
Schedule of acquired intangible assets at fair value | (i) According to the purchase price on November 01, 2022: Fair value Customer relationship (note 14) 153,644 Software (note 14) 3,363 Total intangible assets at fair value (note 14) 157,007 |
Schedule of goodwill arising from acquisition | The Goodwill arising from the acquisition has been recognized as follows: Note Goodwill Consideration transferred 9.5.a 664,652 Fair value of identifiable net assets 9.5.c (201,496 ) Goodwill (note 14) 463,156 |
Schedule of net cash outflow for purchase consideration | e. Purchase consideration cash outflow Outflow of cash to acquire subsidiary, net of cash acquired Note Amount Cash consideration 9.5.a 418,007 Less: Balances acquired – Cash and cash equivalents 9.5.c (17,870 ) Net outflow of cash - investing activities 400,137 |
Cash and cash equivalents and_2
Cash and cash equivalents and financial investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents and financial investments | |
Schedule of cash and cash equivalents | . December 31, 2022 December 31, 2021 Cash and cash equivalents 127,263 69,720 Short-term financial investments 58,464 66,007 Total 185,727 135,727 |
Schedule of financial investments | . December 31, 2022 December 31, 2021 Financial investments 96,299 798,786 |
Trade receivables (Tables)
Trade receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade receivables | |
Schedule of trade receivables | The balances of trade receivables are presented, as follows: December 31, 2022 December 31, 2021 Trade receivables – Dollar denominated – from US customers 304,693 226,154 Trade receivables – Reais denominated – from Brazilian customers 133,582 100,581 Trade receivables – from other customers 64,049 14,843 (-) Expected credit losses (653 ) (1,059 ) Trade receivables, net 501,671 340,519 |
Schedule of trade receivables by maturity date | The balances of trade receivables by maturity date are as follows: December 31, 2022 December 31, 2021 Trade receivables (-) Expected credit losses Trade receivables (-) Expected credit losses Not due 458,802 (146 ) 319,450 (134 ) Overdue: from 1 60 (i) 36,995 (261 ) 20,020 (40 ) 61 to 360 days 6,140 (119 ) 1,564 (854 ) Over 360 days 387 (127 ) 544 (31 ) Total 502,324 (653 ) 341,578 (1,059 ) (i) As of December 3 1 , 202 2 , the balance of trade receivable s overdue from 1 to 60 36,995 (R$ 20,020 as of December 31, 202 1 ), refers to a series of clients. The Group considers these extensions and delays as expected in its credit risk analysis. |
Schedule of movement of impairment loss on trade receivables | The movement of impairment loss on trade receivables is as follows: Balance as of December 31, 2020 (692 ) Provision (3,106 ) Reversal 2,826 Exchange variation (87 ) Balance as of December 31, 2021 (1,059 ) Provision (1,130 ) Reversal 707 Write-off 655 Exchange variation 174 Balance as of December 31, 2022 (653 ) |
Other assets (Tables)
Other assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other assets. | |
Schedule of other assets | December 31, 2022 December 31, 2021 Prepaid expenses (a) 37,527 29,743 Rental security deposits 3,179 2,471 Advance payments to suppliers 242 162 Others 975 592 Total 41,923 32,968 Current 38,269 29,994 Non-current 3,654 2,974 Total 41,923 32,968 (a) Prepaid expenses are mostly comprised of prepaid insurance, mainly related to the directors and officers liability insurance , consulting , and software support prepayments . |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment. | |
Schedule of property, plant and equipment | . December 31, 2022 December 31, 2021 IT equipment 37,963 35,230 Furniture and fixtures 5,064 6,283 Leasehold improvements (a) 12,226 16,051 Property, plant and equipment in progress 13 157 Total 55,266 57,721 (a) Improvements are depreciated on a straight-line basis o ver the duration of the lease agreement. |
Schedule of changes in the balances of property, plant and equipment | The changes in the balances are as follows: . IT equipment Furniture and fixtures Vehicles Leasehold improvements In progress Hardware devices Total Cost: Balance as of December 31, 2020 34,852 12,941 86 28,292 222 487 76,880 Exchange rate changes 386 176 - 375 37 - 974 Spin-off (128 ) (4 ) - - (313 ) (625 ) (1,070 ) Addition due to business combination (note 9.1.c) 7,379 1,018 - 752 - - 9,149 Additions 22,527 301 - 1,052 1,724 138 25,742 Disposals (1,376 ) (563 ) (86 ) (909 ) (160 ) - (3,094 ) Transfers - - - 1,353 (1,353 ) - - Balance as of December 31, 2021 63,640 13,869 - 30,915 157 - 108,581 Exchange rate changes (1,308 ) (289 ) - (553 ) - - (2,130 ) Addition due to business combination (note 9.2.c, 9.3.c, 9.4.c and 9.5.c) 2,822 526 - 313 - - 3,661 Additions 18,777 317 - 95 154 - 19,343 Disposals (8,390 ) (4,115 ) - (9,554 ) (30 ) - (22,089 ) Transfers 6 - - 262 (268 ) - - Balance as of December 31, 2022 75,547 10,308 - 21,498 13 - 107,366 Depreciation: Balance as of December 31, 2020 (19,445 ) (6,577 ) (59 ) (11,832 ) - (196 ) (38,109 ) Exchange rate changes (214 ) (42 ) - 57 - - (199 ) Spin-off 10 2 - - - 280 292 Additions (9,625 ) (1,451 ) (5 ) (3,908 ) - (84 ) (15,073 ) Disposals 864 482 64 819 - - 2,229 Balance as of December 31, 2021 (28,410 ) (7,586 ) - (14,864 ) - - (50,860 ) Exchange rate changes 775 104 - 162 - - 1,041 Additions (16,645 ) (1,405 ) - (3,401 ) - - (21,451 ) Disposals 6,696 3,643 - 8,831 - - 19,170 Balance as of December 31, 2022 (37,584 ) (5,244 ) - (9,272 ) - - (52,100 ) Balance as of: December 31, 2021 35,230 6,283 - 16,051 157 - 57,721 December 31, 2022 37,963 5,064 - 12,226 13 - 55,266 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets | |
Schedule of intangible assets and goodwill | . December 31, 2022 December 31, 2021 Software 5,641 2,399 Internally developed software (i) 4,059 3,911 Software in progress 1,032 391 Customer relationship 288,943 84,195 Non-compete agreement 10,865 13,897 Brands 7,464 14,541 Subtotal 318,004 119,334 Goodwill 1,432,894 619,469 Total 1,750,898 738,803 (i) Refers to internal expenses with software development to be sold by the Group and also for internal use. |
Schedule of goodwill arising from the following acquisitions | Goodwill arising from the following acquisition s : December 31, 2022 December 31, 2021 CI&T IN Software (i) 2,871 2,871 CI&T Japan 1,007 1,233 Comrade (i) 18,367 19,644 Dextra (i) 595,721 595,721 Somo 260,466 - Box 1824 (i) 21,525 - Transpire 63,702 - Ntersol 469,235 - 1,432,894 619,469 (i) Merged su bsidiarie s . |
Schedule of change in the balances of intangible assets | The change in the balances of intangible assets as follows: Software Internally developed software Software in progress Customer relationship Non-compete agreement Brands Goodwill Total Cost: Balance as of December 31, 2020 9,732 13,351 115 - - - 14,570 37,768 Additions due to business combination (note 9) 191 22,613 - 88,961 16,257 20,501 595,721 744,244 Exchange rate changes 38 - - - - - 9,178 9,216 Additions 1,999 1,428 738 - - - - 4,165 Impairment loss (a) - (20,723 ) - - (2,795 ) - - (23,518 ) Write-off (18 ) - (550 ) - - - - (568 ) Transfers - (88 ) 88 - - - - - Balance as of December 31, 2021 11,942 16,581 391 88,961 13,462 20,501 619,469 771,307 Additions due to business combination Somo (note 9 .2 - - - 49,539 - 7,746 317,179 374,464 Additions due to business combination Box (note 9 .3 15 - - 6,430 - 5,536 21,525 33,506 Additions due to business combination Transpire (note 9 .4 - 5 - 12,665 - 22 69,195 81,887 Additions due to business combination Ntersol (note 9 .5 3,363 - - 153,644 - - 463,156 620,163 Exchange rate changes (7 ) - - 2,020 - - (57,630 ) (55,617 ) Additions 901 - 2,723 - - - - 3,624 Write-off (1,078 ) - (32 ) - - (7 ) - (1,117 ) Transfers 50 2,000 (2,050 ) - - - - - Balance as of December 31, 2022 15,186 18,586 1,032 313,259 13,462 33,798 1,432,894 1,828,217 Amortization: Balance as of December 31, 2020 (8,636 ) (10,966 ) - - - - - (19,602 ) Exchange rate changes (32 ) - - - - - - (32 ) Additions (893 ) (1,708 ) - (4,766 ) (1,189 ) (5,960 ) - (14,516 ) Impairment loss (a) - - - - 1,624 - - 1,624 Write-off 18 4 - - - - - 22 Balance as of December 31, 2021 (9,543 ) (12,670 ) - (4,766 ) 435 (5,960 ) - (32,504 ) Exchange rate changes 89 - - - - - - 89 Additions (1,129 ) (1,857 ) - (19,550 ) (3,032 ) (20,374 ) - (45,942 ) Write-off 1,038 - - - - - - 1,038 Balance as of December 31, 2022 (9,545 ) (14,527 ) - (24,316 ) (2,597 ) (26,334 ) - (77,319 ) Balance at: December 31, 2021 2,399 3,911 391 84,195 13,897 14,541 619,469 738,803 December 31, 2022 5,641 4,059 1,032 288,943 10,865 7,464 1,432,894 1,750,898 (a) After the consummation of the Dextra Group acquisition, the Group decided to discontinue the investment in the intangible assets, acquired in the business combination and initially recognized as internally developed software, in the amount of R$20,723, due to growth strategies in the digital transformation market, with the purpose more directed to the development of customized and on demand software for customers. The residual amount with respect to a non-compete agreement, in the amount of R$1,171,was also recognized as impairment. The total amount of impairment loss of intangible assets was recognized in the caption “Other income (expenses), net” (note 24.1), in the amount of R$21,895, as of December 3 1 2021 |
Schedule of main assumptions used in CGUs | The values attributed to the main assumptions, as detailed below, represent the assessment of future management trends in relevant sectors and were based on historical data from internal and external sources. December 31, 2022 December 31, 2021 Discount rate - before tax 25.00 % 19.06 % Discount rate - after tax 17.00 % 12.94 % Budgeted EBITDA growth rate (average for the next five years) 22 % 22 % Terminal value growth rate: 3.0 % 3.5 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of right-of-use assets | a. Right-of-use assets .a. December 31, 2022 December 31, 2021 Properties 48,415 69,441 Vehicles 7,772 4,173 IT equipment - 213 Total 56,187 73,827 |
Schedule of change in the balances of right-of-use assets | The changes to balances of the right-of-use are : Properties Vehicles IT equipment Total Cost: Balance on December 31, 2020 88,549 5,008 851 94,408 Additions due to business combination (note 9.c) 5,414 - - 5,414 Foreign currency difference 2,744 3 - 2,747 Additions 11,815 3,724 - 15,539 Derecognition of right-of-use assets (2,200 ) (2,363 ) - (4,563 ) Remeasurement of right-of-use assets 1,318 - - 1,318 Balance on December 31, 2021 107,640 6,372 851 114,863 Additions due to business combination (note 9.c) 11,035 - - 11,035 Foreign currency difference (3,226 ) - - (3,226 ) Additions 8,144 6,930 - 15,074 Derecognition of right-of-use assets (33,006 ) (1,104 ) (851 ) (34,961 ) Balance on December 31, 2022 90,587 12,198 - 102,785 Depreciation: Balance on December 31, 2020 (22,090 ) (2,199 ) (354 ) (24,643 ) Foreign currency difference (856 ) (1 ) - (857 ) Depreciation (16,535 ) (1,944 ) (284 ) (18,763 ) Derecognition of right-of-use assets 1,657 1,945 - 3,602 Remeasurement of right-of-use assets (376 ) - - (376 ) Balance on December 31, 2021 (38,200 ) (2,199 ) (638 ) (41,037 ) Foreign currency difference 123 - - 123 Depreciation (23,679 ) (3,273 ) (213 ) (27,165 ) Derecognition of right-of-use assets 19,584 1,046 851 21,481 Balance on December 31, 2022 (42,172 ) (4,426 ) - (46,598 ) Net balance at: December 31, 2021 69,441 4,173 213 73,827 December 31, 2022 48,415 7,772 - 56,187 |
Schedule of lease liabilities | b. . Average discount rate (per year) December 31, 2022 December 31, 2021 Properties 8.26% (2021: 10.88%) 54,369 77,366 Vehicles 16.63% (2021: 14.54%) 8,439 4,285 IT equipment 7.70% (2021: 7.70%) - 237 Total 62,808 81,888 Current 21,539 21,214 Non-current 41,269 60,674 Total 62,808 81,888 |
Loans and borrowings (Tables)
Loans and borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans and borrowings | |
Schedule of loans and borrowings | Loans and borrowings operations can be summarized as follows: Currency Average interest rate per year (%) Year of maturity December 31, 2022 December 31, 2021 Itaú (i) US$ 4.82% p.a. 2022 - 2,349 Itaú (ii) US$ 4.86% p.a. 2023 53,500 - Citibank (iii) US$ Libor 3 months rate 2022 - 11,164 Banco do Brasil (ii) US$ 3.68% p.a. 2022 - 56,551 Citibank (ii) US$ 4.06% p.a. / 2.28% p.a. 2023 14,937 28,328 Bradesco (i) R$ CDI + 1.10% p.a. 2023 1,669 11,684 Citibank (ii) US$ 3.80% p.a. 2023 10,191 - Bradesco (ii) US$ 3.98% p.a. 2023 15,183 - Santander Bank S/A (iv) R$ CDI + 1.60% p.a. 2026 - 204,047 Bradesco (i) R$ CDI + 1.75% p.a. 2026 296,774 306,417 Citibank (ii) US$ Libor 3 months rate 2026 129,701 168,169 Santander (iv) US$ 5.02% p.a. 2026 111,106 - Citibank (iv) US$ SOFR2.79% p.a. 2027 209,193 - HSBC (iv) US$ SOFR2.90% p.a. 2027 131,977 - Total 974,231 788,709 (i) Export credit not e - NCE: Refers to financing to export software development services. (ii) Advance on Foreign Exchange Contract (ACC). (iii) Refers to Revolving Credit Facility. (iv) Refers to Law 4131 - Foreign currency loans granted by the banks abroad to a Brazilian company. |
Schedule of balances were included as current and non-current borrowings in the consolidated statement of financial position | These balances were included as current and non-current borrowings in the consolidated statement of financial position as follows: December 31, 2022 December 31, 2021 Current 231,296 164,403 Non-current 742,935 624,306 Total 974,231 788,709 |
Schedule of maturities of long-term loans and borrowings | The principal balances of long-term loans and borrowings as of December 3 1 , 202 2 , mature as follows : Maturity 2024 168,668 2025 239,632 2026 230,281 2027 104,354 Non-current liabilities 742,935 |
Schedule of reconciliation of change in liabilities to cash flows arising from financing activities | The reconciliation of change in liabilities to cash flows arising from financing activities is shown below : Liabilities Leases Share premium and Total Loans and borrowings Leases (note 15.b) Reserves Balance as of January 1, 2022 788,709 81,888 1,052,042 1,922,639 Changes in cash flow from financing activities Proceeds from loans and borrowings 527,507 - - 527,507 Loans, borrowings and lease liabilities payments (350,571 ) (26,993 ) - (377,564 ) Proceeds from exercise of share options - - 12,668 12,668 Settlement of derivatives 390 - - 390 Total changes in cash flow from financing activities 177,326 (26,993 ) 12,668 163,001 Exchange rate changes 1,707 (2,689 ) - (982 ) Other changes - liabilities Additions due to business combination (note 9.2.c/9.4.c/9.5.c) 39,970 11,035 - 51,005 New leases - 15,074 - 15,074 Interest expenses 68,198 3,823 - 72,021 Interest paid (70,096 ) (6,169 ) - (76,265 ) Other borrowing/lease costs (31,193 ) (464 ) - (31,657 ) Early lease termination - (12,697 ) - (12,697 ) Total other changes - liabilities 6,879 10,602 - 17,481 Total other changes - equity - - 336,554 336,554 Balance as of December 31, 2022 974,621 62,808 1,401,264 2,439,083 Liabilities Leases Share premium and Total Loans and borrowings Leases (note 15.b) Reserves Balance as of January 1, 2021 89,230 75,228 116,072 280,530 Changes in cash flow from financing activities Proceeds from loans and borrowings 740,596 - - 740,596 Loans, borrowings and lease liabilities payments (75,196 ) (17,656 ) - (92,852 ) Issuance of common shares at initial public offering - - 915,947 915,947 Transaction cost of offering - - (66,876 ) (66,876 ) Share-based plan contributions - - 1,282 1,282 Interest on equity paid - - (6,288 ) (6,288 ) Dividends paid (note 22) - - (126,045 ) (126,045 ) Total changes in cash flow from financing activities 665,400 (17,656 ) 718,020 1,365,764 Exchange rate changes 601 2,054 - 2,655 Other changes - liabilities Additions due to business combination (note 9.c) - 6,139 - 6,139 New leases - 15,504 - 15,504 Remeasurement - 1,351 - 1,351 Interest expenses 23,366 6,369 - 29,735 Interest paid (12,149 ) (5,753 ) - (17,902 ) Other borrowing/lease costs 22,261 (213 ) - 22,048 Early lease termination - (1,135 ) - (1,135 ) Total other changes- liabilities 33,478 22,262 - 55,740 Total other changes- equity - - 217,950 217,950 Balance as of December 31, 2021 788,709 81,888 1,052,042 1,922,639 Liabilities Leases Net Equity Total Loans and financing Leases (Note 15.b) Reserves Balance as of January 1, 2020 27,849 77,393 36,937 142,179 Financing cash flow variations Proceeds from loans and borrowings 144,269 - - 144,269 Loan and borrowings payments, and lease payments (88,107 ) (15,500 ) - (103,607 ) Interest on own capital - - (4,276 ) (4,276 ) Dividends paid - - (30,977 ) (30,977 ) Total changes in financing cash flows 56,162 (15,500 ) (35,253 ) 5,409 Effect of changes in exchange rates 1,310 7,657 - 8,967 Other changes - related to liabilities New leases - 16,715 - 16,715 Interest expense 5,281 5,023 - 10,304 Interest paid (3,880 ) (5,023 ) - (8,903 ) Other costs 2,508 - - 2,508 Lease termination - (11,037 ) - (11,037 ) Total other changes related to liabilities 3,909 5,678 - 9,587 Total other changes related to equity - - 114,388 114,388 Balance as of December 31, 2020 89,230 75,228 116,072 280,530 |
Salaries and welfare charges (T
Salaries and welfare charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Salaries and welfare charges | |
Schedule of salaries and welfare charges | December 31, 2022 December 31, 2021 Salaries 30,551 31,342 Accrued vacation and charges 107,801 83,750 Bonus 64,815 72,810 Withholding income tax 29,267 20,604 Payroll charges (social contributions) 15,168 18,124 Others 12,554 7,543 Total 260,156 234,173 |
Accounts payable for business_2
Accounts payable for business combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts payable for business combination | |
Schedule of accounts payable for business combination | December 31, 2022 December 31, 2021 Dextra (note 9.1) Acquisition cost - 48,817 Retained amount 34,183 30,000 Other - 6,909 34,183 85,726 Somo (note 9.2) Earn-out 61,529 - Escrow account 20,091 - Other 2,148 - 83,768 - Box 1824 (note 9.3) Retained amount 9,165 - Other 974 - 10,139 - NTERSOL (note 9.5) Retained amount 76,084 Other 775 - 76,859 - Current 71,650 48,923 Non-current 133,299 36,803 Total 204,949 85,726 |
Schedule of the movement of the accounts payable for business combination | The table below shows the movement of the accounts payable for business combination: 2022 Balance as of January 1, 2022 Monetary adjustment (i) Price adjustment review Acquisitions (note 9) Exchange variation Fair value adjustment Payment Balance as of December, 2022 Accounts payable for business combination 85,726 9,108 2,582 177,541 (11,114 ) 9,132 (68,026 ) 204,949 Dextra 85,726 8,430 2,365 - - - (62,338 ) 34,183 Somo - - - 92,600 (12,102 ) 8,958 (5,688 ) 83,768 Box (note 9.3) - 678 (558 ) 9,845 - 174 - 10,139 Ntersol (note 9.5) - - 775 75,096 988 - - 76,859 2021 Balance as of August 10, 2021 Acquisition (Note 9) Monetary adjustment (i) Payment Balance as of December 31, 2021 Accounts payable for business combination - 133,573 3,091 (50,938 ) 85,726 Dextra (note 9.1) - 133,573 3,091 (50,938 ) 85,726 (i) Adjusted by the CDI rate. |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Provisions | |
Provisions | The Group is involved in tax and labor lawsuits that were considered probable losses and are provisioned according to the table below: Balance as of January 1, 2021 Provisions Balance as of December 31, 2021 Provisions Provisions assumed in a business combination (note 9.3.c) Reversal of provisions assumed in a business combination Reversal Payments Balance as of December 31, 2022 Tax 11 120 131 77 - - (3 ) - 205 Labor 150 352 502 582 13,583 (2,240 ) (270 ) (15 ) 12,142 Total Provisions 161 472 633 659 13,583 (2,240 ) (273 ) (15 ) 12,347 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based compensation | |
Schedule of expenses recognized in profit or loss | f. Expenses recognized in profit or loss December 31, 2022 December 31, 2021 December 31, 2020 Plan in force: Equity settled - SOP 1,776 967 142 Equity settled – RSU 3,401 - - Equity settled - ISO 49 - - Cash settled (188 ) 1,318 41 Shares granted to executives’ officers 448 246 751 Expenses recognized in profit or loss (note 24) 5,486 2,531 934 Other effects in shareholders’ equity - 1,282 1,751 Total 5,486 3,813 2,685 (-) Effect of cash settled 188 (1,318 ) (41 ) Effect of movements in exchange rates (127 ) 3 8 Total shareholders’ equity 5,547 2,498 2,652 |
Equity-settled share-based payment arrangement | |
Share-based compensation | |
Schedule of key terms and conditions related to the grants under the Group’s stock plan | The key terms and conditions related to the grants under these programs are as follows: Plan Number of Fair value at grant date (R$) Contractual life (i) Limit date (i) Stock options plan (SOP) 04/01/2020 - 1 st 2 nd R$ 3,940,478 1,846 6.8 years 01/01/2027 04/01/2021 - 3 rd R$ 666,616 1,275 5.8 years 01/01/2027 04/01/2021 - 4 th R$ 187,820 298 5.8 years 01/01/2027 04/01/2022 US$ 290,099 4,593 6.8 years 01/01/2028 08/01/2022 US$ 133,245 737 5.5 years 01/01/2028 09/01/2022 US$ 87,629 170 5.4 years 01/01/2028 10/01/2022 US$ 7,606 11 5.3 years 01/01/2028 Incentive stock options (ISO) 10/01/2022 US$ 83,522 187 5.3 years 01/01/2027 Restricted stock units (RSU) 10/01/2022 US$ 46,314 2,250 5.3 years 01/01/2027 11/01/2022 US$ 1,399,998 59,771 3.5 years 01/01/2026 (i) Conditional upon the grace period and assuming the possibility of anticipated vesting in face of a liquidity event. |
Schedule of inputs used in the measurement of the fair value at grant date | The Company estimated the following assumptions for the calculation of the fair value of the share options: c.1 Grant date Exercise Share price at grant date Interest Fair value at grant date Stock options plan (SOP) 04/01/2020 - 1 st 2 nd R$ 9.58 21.68 24.19% 1.53% 0.48 3.7 years 04/01/2021 - 3 rd R$ 19.84 21.68 27.73% 2.66% 1.81 4.3 years 04/01/2021 - 4 th R$ 19.84 21.68 27.73% 2.66% 1.85 4.3 years 04/01/2022 US$ 16.75 17.50 27.44% 0.39% 3.37 3.0 years 04/01/2022 US$ 15.00 11.50 27.44% 2.60% 1.08 2.4 years 04/01/2022 US$ 16.75-16.95 8.13 27.44% 3.26% 0.65 2.4 years 04/01/2022 US$ 17.50 9.39 27.44% 3.83% 0.26 2.4 years Incentive stock options (ISO) 10/01/2022 US$ 16.75 9.39 27.44% 3.83% 0.44 2.3 years Restricted stock units (RSU) 10/01/2022 US$ n/a 9.39 27.44% 3.83% 9.39 3.7 years 10/01/2022 US$ n/a 8.29 27.44% 4.07% 8.29 3.5 years |
Schedule of reconciliation of outstanding share options and RSUs | d.1 Grant date Number of granted options/RSUs (-) Canceled (-) Exercised Number of outstanding on 12/31/2022 Stock options plan (SOP) 04/01/2020 - 1 st nd 3,940,478 (78,360 ) (965,052 ) 2,897,066 1,902,444 04/01/2021 - 3 rd 666,616 - (71,716 ) 594,900 84,403 04/01/2021 - 4 th 187,820 (19,900 ) (12,367 ) 155,553 24,624 04/01/2022 290,099 - - 290,099 - 08/01/2022 133,245 - - 133,245 - 09/01/2022 87,629 - - 87,629 - 10/01/2022 - - 5,305,887 (98,260 ) (1,049,135 ) 4,158,492 2,011,471 Incentive stock options (ISO) 10/01/2022 83,522 - - 83,522 - 83,522 - - 83,522 - Restricted stock units (RSU) 10/01/2022 46,314 - - 46,314 - 11/10/2022 1,399,998 - - 1,399,998 - 1,446,312 - - 1,446,312 - |
Cash-settled share-based payment arrangement | |
Share-based compensation | |
Schedule of key terms and conditions related to the grants under the Group’s stock plan | The key terms and conditions related to the grants under these programs are as follows: Grant date Number of options /RSUs Contractual life Limit date Liabilities carrying amount as of December 31, 2022 Stock options plan (SOP) 04/01/2020 - 2 nd R$ 69,774 6.8 years 01/01/2027 865 10/06/2021 - 3 rd R$ 6,065 5.3 years 01/01/2027 32 10/21/2021 - 4 th R$ 6,065 5.2 years 01/01/2027 16 10/11/2022 US$ 13,101 5.3 years 01/01/2028 2 |
Schedule of inputs used in the measurement of the fair value at grant date | Grant date Exercise Share price at grant date Interest Fair value at grant date Stock options plan (SOP) 04/01/2020 - 2 nd R$ 9.58 21.68 1.53% 24.19% 7.76 3.7 years 21/06/2021 - 4 th R$ 19.84 21.68 27.73% 2.66% 16.86 4.3 years 10/21/2021 - 4 th R$ 19.84 21.68 27.73% 2.66% 16.86 4.3 years 10/01/2022 US$ 16.75 9.98 3.83% 27.44% 2.10 2.3 years |
Schedule of reconciliation of outstanding share options and RSUs | d.2 Grant date Number of granted options/RSUs (-) Canceled (-) Exercised Number of outstanding on 12/31/2022 Stock options plan (SOP) 04/01/2020 - 2 nd 69,774 - (1,774 ) 68,000 30,526 10/06/2021 - 3 rd 6,065 - (909 ) 5,156 909 10/21/2021 - 4 th 6,065 - - 6,065 909 10/01/2022 13,101 - - 13,101 - |
Cash-settled share-based payment arrangement | Remeasured date December 31, 2022 | |
Share-based compensation | |
Schedule of inputs used in the measurement of the fair value at grant date | The inputs used in the measurement of the fair value at grant date were remeasured at December 31, 2022: Grant date Exercise Share price on December 31, 2022 Interest Fair value at remeasured date December 31, 2022 Stock options plan (SOP) 04/01/2020 - 2 nd R$ 9.58 34.18 6.16% 31.71% 26.03 3.7 years 10/06/2021 - 4 th R$ 19.84 34.18 6.13% 31.71% 17.35 4.3 years 10/21/2021 - 4 th R$ 19.84 34.18 6.13% 31.71% 17.34 4.3 years 10/01/2022 US$ 16.75 6.55 3.83% 31.71% 0.43 2.3 years |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity | |
Schedule of share capital | a. Share capital December 31, 2022 December 31, 2021 Number of ordinary nominative shares 133,814,311 132,197,896 Par value R$ 0.00027 R$ 0.00027 Share capital R$ 37 R$ 36 |
Schedule of earnings reserves | d. Earnings reserves December 31, 2022 December 31, 2021 December 31, 2020 Retained earnings reserve 251,873 125,957 95,515 |
Schedule of movement of dividends liability | The dividends and interest on shareholder´s equity shown below occurred before the corporate reorganization. As of December 31, 202 , the Company had no dividends and interest on shareholder´s equity liabilities. 1st January 2020 Additions Tax withholding income Payments December 31, 2020 Additions Tax withholding income Payments Capitalization December 31, 2021 Dividends 14,714 46,940 - (30,977 ) 30,677 145,368 - (126,045 ) (50,000 ) - Interest on company capital - 4,276 (641 ) (3,635 ) - 6,288 (943 ) (5,345 ) - - 14,714 51,216 (641 ) (34,612 ) 30,677 151,656 (943 ) (131,390 ) (50,000 ) - |
Net revenue (Tables)
Net revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net revenue | |
Schedule of net operating revenue summarized by nature | The Group generates revenue primarily through the provision of services described in the table below, which is summarized by nature: December 31, 2022 December 31, 2021 December 31, 2020 Software development revenue 2,094,090 1,394,583 891,012 Software maintenance revenue 57,035 30,026 31,133 Revenue from software license agent 1,210 1,637 2,413 Consulting revenue 32,724 15,922 28,601 Other revenue 2,651 2,212 3,360 Total net revenue 2,187,710 1,444,380 956,519 |
Schedule of net revenue by industry vertical | The following table sets forth the net revenue by industry vertical for the periods indicated: . December 31, 2022 December 31, 2021 December 31, 2020 By Industry Vertical Financial services 649,166 487,177 324,118 Food and beverages 429,023 340,709 244,590 Pharmaceuticals and cosmetics 281,300 206,375 134,763 Technology, media, and telecom 328,500 169,311 81,961 Retail and manufacturing 135,566 93,871 83,046 Education and services 78,452 64,336 41,323 Logistic and Transportation 73,248 37,247 15,159 Others 212,454 45,353 31,559 Total net revenue 2,187,710 1,444,380 956,519 |
Schedule of the nature and timing of performance obligations in contracts with customers, including the revenue recognition policies listed in the main types of services | The table below provides information on the nature and timing of performance obligations in contracts with customers, including the revenue recognition policies listed in the main types of services: Type of service Nature and timing of performance obligations Revenue recognition Services provision: - software development; - software maintenance; - consultancy. The Group has determined that the customer controls all work in progress as the services are provided. This is because, according to these contracts, services are provided according to the client’s specifications and, if a contract is terminated by the client, the Group will be entitled to reimbursement of the costs incurred to date, including a reasonable margin. Invoices are issued in accordance with contractual terms and are usually paid on average in 69 days as of December 31, 2022 (70 days as of December 31, 2021). Unbilled amounts are presented as contract assets. The associated revenue and costs are recognized over time. The progress of the performance obligation is measured based on the hours incurred. Software License Agency The Group acts as an agent in software license agreements between the developer and the customer. Invoices (related to agency fees) are issued in accordance with the contractual terms and are generally paid on average within 45 days. Revenue related to fees as agent is recognized when contracts are entered into. |
Schedule of contract assets | The balances from contract assets are shown and segregated in the statement of financial position as follows: . December 30, 2022 December 31, 2021 Contract assets – Dollar denominated – from US customers 94,613 80,107 Contract assets – Reais denominated – from Brazilian customers 104,836 50,350 Contract assets – from other customers 18,474 4,844 (-) Expected credit losses from contract assets (673 ) (913 ) Total 217,250 134,388 |
Schedule of the movement of expected credit losses of contract assets | The movement of expected credit losses of contract assets, is as follows: Balance as of December 31, 2020 (675 ) (Provision) (217 ) Effect of movements in exchange rates (21 ) Balance as of December 31, 2021 (913 ) (Provision) 94 Effect of movements in exchange rates 146 Balance as of December 31, 2022 (673 ) |
Expenses by nature (Tables)
Expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Expenses by nature | |
Schedule of information on the nature of expenses recognized in the consolidated statement of profit or loss | Information on the nature of expenses recognized in the consolidated statement of profit or loss is presented below: . December 31, 2022 December 31, 2021 December 31, 2020 Employee expenses (1,573,253 ) (1,010,989 ) (628,699 ) Third-party services and other inputs (120,742 ) (65,023 ) (55,660 ) Short-term leases (7,497 ) (5,922 ) (4,669 ) Insurance (15,045 ) (3,214 ) (883 ) Travel expenses (13,396 ) (4,156 ) (8,656 ) Depreciation and amortization (a) ( 94,558 ) ( 48,354 ) ( 29,882 ) Training (6,788 ) (4,353 ) (1,863 ) Share-based compensation (b) (note 21 (5,486 ) (2,531 ) (934 ) Consulting (c) (18,480 ) (9,177 ) (446 ) Expected credit loss (329 ) (497 ) (196 ) Impairment of intangible assets (note 14 - (21,895 ) - Other post-acquisition expenses (d) (25,650 ) - - Surplus of indemnity - - 18 Other costs and expenses (32,568 ) (23,663 ) (16,405 ) Total (1,913,792 ) (1,199,774 ) (748,275 ) Disclosed as: Costs of services provided (1,425,219 ) (935,732 ) (600,866 ) Selling expenses (163,871 ) (89,654 ) (65,093 ) General and administrative expenses (315,915 ) (151,681 ) (81,161 ) Research and technological innovation expenses - (4 ) (3,462 ) Impairment loss on trade receivables and contract assets (329 ) (497 ) (196 ) Other income (expenses) net (8,458 ) (22,206 ) 2,503 Total (1,913,792 ) (1,199,774 ) (748,275 ) (a) Depreciation and amortization include R$ (R$ as of December 31, 2021 and R$ as of December 31, 2020) classified as cost of services; R$ (R$ as of December 31, 2021 and R$ as of December 31, 2020) as general and administrative expenses, and R$ (R$ as of December 31, 2021) regarding intangible assets acquired in business combination as general and administrative expenses. (b) Share-based compensation includes R$ (R$ as of December 31, 2021 and R$ as of December 31, 2020) classified as cost of services and R (R$ as of December 31, 2021 and R$ as of December 31, 2020) as expenses. (c) Consulting expenses includes R$ (R$ as of December 31, 2021 and R$ as of December 31, 2020) related to acquisitions and R$ as of December 31, 2021 referring to costs directly attributable to secondary public share offering. (d) Other post-acquisition expenses include the fair value adjustment on account payable for business combination (R$ ) and other expenses related to the obligation of business combination (R$11,153). |
Schedule of other income (expenses), net | . December 31, 2022 December 31, 2021 December 31, 2020 Costs attributable to secondary offering - (2,220 ) - Impairment of intangible assets (note 14 - (21,895 ) - Government grant 1,141 2,481 1,571 Fair value adjustment on account payable for business combination (11,497 ) - - Other 1,898 (572 ) 932 (8,458 ) (22,206 ) 2,503 |
Net finance costs (Tables)
Net finance costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net finance costs | |
Schedule of net finance costs | December 31, 2022 December 31, 2021 December 31, 2020 Finance income: Income from financial investments 7,406 4,321 2,626 Foreign-exchange gain 136,544 46,302 28,135 Gains on derivatives 25,655 18,585 16,652 Interest received 2,549 99 170 Monetary variation 117 314 29 Other finance income 725 195 196 172,996 69,816 47,808 Finance costs: Exchange variation loss (131,970 ) (49,237 ) (20,080 ) Loss on derivatives (15,366 ) (18,112 ) (31,575 ) Interest and charges on loans and leases (note 16) (73,837 ) (29,729 ) (10,304 ) Bank guarantee expenses (471 ) (17 ) (17 ) Commissions and brokerage - (2,598 ) - Monetary variation (9,018 ) (3,092 ) - Other finance costs (15,980 ) (1,263 ) (1,285 ) (246,642 ) (104,048 ) (63,261 ) Net finance costs (73,646 ) (34,232 ) (15,453 ) |
Income tax and social contrib_2
Income tax and social contribution (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income tax and social contribution | |
Schedule of income tax and social security contribution recognized in profit or loss | Income tax and social security contribution recognized in profit or loss for the year are shown as follows: . December 31, 2022 December 31, 2021 December 31, 2020 Current income tax and social security contribution (69,873 ) (95,375 ) (66,912 ) Deferred income tax (4,483 ) 10,958 1,775 Income tax and social contributions (74,356 ) (84,417 ) (65,137 ) |
Schedule of reconciliation of the effective rate with the average nominal rate | The reconciliation of the effective rate with the average nominal rate is shown as follows: . December 31, 2022 December 31, 2021 December 31, 2020 Profit before income tax and social contribution 200,272 210,374 192,791 Combined income tax and social contribution rate 34 % 34 % 34 % Tax using the Company’s domestic tax rate (68,092 ) (71,527 ) (65,549 ) Interest on own capital - 2,138 1,469 Expected income tax expense and interest on own capital (68,092 ) (69,389 ) (64,080 ) Tax incentives - - 219 Taxation of profit before income tax generated abroad (1,362 ) (9,610 ) - Impairment loss (intangible) - (6,864 ) - Other permanent exclusions (additions) (4,902 ) 1,446 (1,276 ) Income Tax and Social Contribution Expenses (74,356 ) (84,417 ) (65,137 ) Current (69,873 ) (95,375 ) (66,912 ) Deferred (4,483 ) 10,958 1,775 (74,356 ) (84,417 ) (65,137 ) Effective rate 37 % 40 % 34 % |
Schedule of income tax recognized directly in shareholders' equity | Amounts recognized directly in shareholders' equity . December 31, 2022 December 31, 2021 December 31, 2020 Share-based compensation plan - (147 ) 45 Total - (147 ) 45 Current - - 8,698 Deferred - (147 ) (8,653 ) Total taxes recognized in equity - (147 ) 45 |
Schedule of reconciliation of deferred tax assets and deferred tax liabilities | The composition and changes in the deferred income tax and social contribution are described below: December 31, 2022 . Net balance on January 1 st 2022 Recognition in profit or loss Deferred tax acquired from business combination ( 9.2 Other Exchange variation effect Net amount Deferred tax asset Deferred tax liabilities Provisions 1,677 1,529 - 102 (35 ) 3,273 3,273 - Bonus accrued 25,768 (5,227 ) - - 470 21,011 21,011 - Restrict stock Units - 719 - - - 719 719 - Lease 2,122 408 - - 81 2,611 2,611 - Other items 607 (832 ) 2,316 - (1,326 ) 765 765 - R&D tax credit - - 5,745 - (951 ) 4,794 4,794 - Tax loss carry amount 1,815 (1,080 ) - 1,826 (596 ) 1,965 1,965 - Net tax liability (assets) 31,989 (4,483 ) 8,061 1,928 (2,357 ) 35,138 35,138 - December 31, 2021 . Net balance on January 1 Recognition in equity Recognition in profit or loss Other Exchange variation effect Net amount Deferred tax asset Deferred tax liabilities Provisions 2,038 - (437 ) - 76 1,677 1,739 (62 ) Bonus accrued 18,447 - 6,354 - 968 25,768 25,768 - Lease 2,168 - (41 ) - (5 ) 2,122 2,122 - Other items (8,629 ) 2,630 6,913 (307 ) 607 2,440 (1,833 ) Indemnity on share-based compensation 214 (147 ) (67 ) - - - - - Tax loss carry amount 915 - 2,519 (1,619 ) - 1,815 3,228 (1,413 ) Net tax liability (assets) 15,152 (147 ) 10,958 5,294 732 31,989 35,297 (3,308 ) |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share | |
Schedule of earnings per share | December 31, 2022 December 31, 2021 December 31, 2020 Numerator Profit attributable to holders of common shares 125,916 125,957 127,654 Denominator Weighted average number of basic shares held by shareholders 133,186,441 121,777,128 119,960,383 Earnings per share – basic 0.95 1.03 1.06 Numerator Profit attributable to holders of common shares 125,916 125,957 127,654 Denominator Weighted average number of diluted shares held by shareholders 134,774,674 125,155,798 123,287,891 Net earnings per share – diluted 0.93 1.01 1.04 |
Schedule of weighted average number of common shares | December 31, 2022 December 31, 2021 December 31, 2020 Weighted average common shares (basic) 133,186,441 121,777,128 119,960,383 Effect of share-based compensation when exercised 1,588,233 3,378,670 3,327,508 Weighted average number of common shares 134,774,674 125,155,798 123,287,891 |
Financial instruments and ris_2
Financial instruments and risk management (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial instruments and risk management | |
Schedule of carrying amounts and fair values of financial assets and financial liabilities | The following table shows the carrying amounts and fair values of financial assets and financial liabilities, segregated by category: December 31, 2022 Amortized cost Assets/liabilities measuredat FVTPL Assets / liabilities measured at FVOCI Total Financial assets Cash and cash equivalents 185,727 - - 185,727 Financial investments 96,299 - - 96,299 Trade receivables 501,671 - - 501,671 Contract assets 217,250 - - 217,250 Derivatives - 11,194 - 11,194 Non-derivatives financial instruments - future exports revenue - - 19,637 19,637 Other assets 41,923 - - 41,923 1,042,870 11,194 19,637 1,073,701 Financial liabilities Suppliers and other payables 33,376 - - 33,376 Loans and borrowings 974,231 - - 974,231 Lease liabilities 62,808 - - 62,808 Accounts payable for business combination 66,561 138,388 - 204,949 Derivatives - 4,109 - 4,109 Non-derivatives financial instruments – future exports revenue - - 35,169 35,169 Contract liabilities 32,136 - - 32,136 Other liabilities 51,031 - - 51,031 1,220,143 142,497 35,169 1,397,809 December 31, 2021 Amortized cost Assets/liabilities measured at FVTPL Total Financial assets Cash and cash equivalents 135,727 - 135,727 Financial investments 798,786 - 798,786 Trade receivables 340,519 - 340,519 Contract assets 134,388 - 134,388 Derivatives - 896 896 Other assets 32,949 - 32,949 1,442,369 896 1,443,265 Financial liabilities Suppliers and other payables 33,566 - 33,566 Loans and borrowings 788,709 - 788,709 Lease liabilities 81,888 - 81,888 Accounts payable for business combination 85,726 - 85,726 Derivatives - 535 535 Contract liabilities 13,722 - 13,722 Other liabilities 15,329 - 15,329 1,018,940 535 1,019,475 |
Schedule of foreign currency risk | December, 2022 December, 2021 US$ £ Other currencies US$ Other currencies Financial investments 96,299 - - 798,786 - Suppliers and other payables (4,229 ) (2,264 ) (2,078 ) (8,763 ) (722 ) Trade receivables 304,617 51,152 12,306 233,724 7,273 Loans and borrowings (223,512 ) - - (266,561 ) - Lease liabilities (29,147 ) (1,009 ) (2,493 ) (32,159 ) (962 ) Accounts payable for business combination (76,859 ) (83,768 ) - - - Derivatives (4,109 ) - - 361 - Net exposure 63,060 (35,889 ) 7,735 725,388 5,589 |
Schedule of cash flow hedge | The schedule of cash flow hedge involving the Company´s future exports as of December 31, 2022 is set below: Present value of hedging instrument notional value at December 31, 2022 Hedging Instrument Hedged Transaction Nature of the Risk Maturity Date US$ R$ Foreign exchange gains and losses on proportion of non-derivative financial instruments cash flows Foreign exchange gains and losses of highly probable future monthly exports revenues Foreign Currency - Real vs U.S. Dollar Spot Rate 2023 to 2026 Citibank (i) 2026 30,000 156,531 Citibank (ii) 2023 3,000 15,653 Bradesco (ii) 2023 3,000 15,653 Citibank (ii) 2023 2,000 10,435 Itaú (ii) 2023 10,000 52,177 Total amounts designated as of December 31, 2022 48,000 250,449 (i) Export credit note - NCE: Refers to financing to export software development services. (ii) Advance on Foreign Exchange Contract (ACC). |
Schedule of reconciliation of investments in acquisitions designated at fair value through other comprehensive income | The movement of exchange variation accumulated in other comprehensive income as of December 31, 2022, resulting from completed investments in acquisitions during the year are set out below: Exchange variation Balance as of December 31, 2021 Recognized in Other comprehensive income (30,600 ) Reclassified to the statements of financial position - occurred investments in acquisitions 25,263 Reclassified to the statements of profit or loss - ineffective portion 5,337 Balance as of December 31, 2022 - |
Schedule of reconciliation of exports designated at fair value through other comprehensive income | The movement of exchange variation accumulated in other comprehensive income as of December 31, 2022, resulting from completed and expected exports are set out below: Exchange variation Balance as of December 31, 2021 Recognized in Other comprehensive income (23,855 ) Reclassified to the statements of profit or loss - occurred exports 8,323 Balance as of December 31, 2022 (15,532 ) |
Schedule of sensitivity analysis of non-derivative financial instruments | Risk Exposure in R$ Period rates Probable scenario (I) Adverse Scenario (II) Remote Scenario (III) Short-term financial investments Interest rate increase - CDI 58,464 13.65 % 13.95 % 17.44 % 20.93 % 175 2,216 4,256 Loans and borrowings Interest rate increase - CDI (298,443 ) 13.65 % 13.95 % 17.44 % 20.93 % (895 ) (11,311 ) (21,727 ) � Accounts payable for business combination Interest rate increase – CDI (43,348 ) 13.65 % 13.95 % 17.44 % 20.93 % (130 ) (1,643 ) (3,156 ) Loans and borrowings Interest rate increase - Libor (129,701 ) 3.81 % 4.65 % 5.81 % 6.98 % (1,089 ) (2,594 ) (4,112 ) Loans and borrowing Interest rate increase - SOFR (341,170 ) 4.31 % 4.88 % 6.10 % 7.32 % (1,945 ) (6,107 ) (10,269 ) Derivatives (interest rate swap) Interest rate increase - Libor 129,701 3.81 % 4.65 % 5.81 % 6.98 % 1,089 2,594 4,112 Net effect (2,795 ) (16,845 ) (30,896 ) Risk Exposure in US$ Probable scenario (i) Adverse Scenario (ii) Remote Scenario (iii) Net exchange variation on transactions Exchange variation in the year Foreign currency appreciation - US$ 5.2177 5.4039 6.7549 8.1059 Financial investments 18,456 3,437 28,371 53,305 Suppliers and other payables (811 ) (151 ) (1,246 ) (2,341 ) Trade receivables 58,381 10,871 89,744 168,617 Loans and borrowings (42,837 ) (7,976 ) (65,849 ) (123,723 ) Derivatives 20,003 3,724 30,748 57,772 Lease liabilities (5,586 ) (1,040 ) (8,587 ) (16,134 ) Accounts payable for business combination (14,582 ) (1,941 ) (21,641 ) (41,341 ) 6,924 51,540 96,155 Risk Exposure in $ Probable scenario (i) Adverse Scenario (ii) Remote Scenario (iii) Net exchange variation on transactions Exchange variation in the year Foreign currency appreciation - £ 6.2785 6.3960 7.9950 9.5940 Suppliers and other payables (361 ) (42 ) (619 ) (1,196 ) Trade receivables 8,147 957 13,985 27,012 Lease liabilities (161 ) (19 ) (276 ) (533 ) Accounts payable for business combination (13,342 ) (1,568 ) (22,902 ) (44,236 ) (672 ) (9,812 ) (18,953 ) |
Schedule of maximum credit risk exposure | December 31, 2022 December 31, 2021 Hedge financial instruments (current and non-current) 11,194 896 Cash and cash equivalents 185,727 135,727 Financial investments 96,299 798,786 Trade receivables 501,671 340,519 Contract assets 217,250 134,388 Other receivables (current and non-current) 41,923 32,949 1,054,064 1,443,265 |
Schedule of exposure to credit risk for trade receivables, contract assets and other receivables by geographic region | On 31 December 2022, the exposure to credit risk for trade receivables, contract assets and other receivables by geographic region was as follows: December 31, 2022 December 31, 2021 NAE (North America and Europe) 499,626 297,430 North America 426,166 287,992 Europe 73,460 9,438 LATAM (Latin America) 246,270 202,528 APJ (Asia, Pacific and Japan) 14,948 7,917 Total 760,844 507,875 |
Schedule of remaining contractual maturities of financial liabilities | The following are the remaining contractual maturities of financial liabilities on the reporting date. The amounts are gross and undiscounted, including contractual interest payments and excluding the impact of netting agreements: 2022 Carrying amount Cash contractual cash flow 6 months or less 6- 12 months 1-2 years 2-5 Years Non-derivative financial liabilities Trade payables 33,376 33,376 33,376 - - - Loans and borrowings 974,231 1,176,743 146,564 107,207 273,298 649,674 Lease liabilities 62,808 70,837 13,903 11,480 17,981 27,473 Accounts payable for business combination 204,949 229,547 64,888 7,484 95,858 61,317 Contract liabilities 32,136 32,136 32,136 - - - Other payables (current and non-current) 51,031 51,031 51,031 - - - Derivatives 4,109 4,109 4,109 - - - Non-derivatives financial instruments 35,169 35,169 35,169 - - - 1,397,809 1,632,948 381,176 126,171 387,137 738,464 2021 Carrying amount Cash contractual cash flow 6 months or less 6- 12 months 1-2 years 2-5 Years Non-derivative financial liabilities Trade payables 33,566 33,566 33,566 - - - Loans and borrowings 788,709 974,942 136,161 88,045 171,022 579,714 Lease liabilities 81,888 87,662 12,435 12,251 22,284 40,692 Accounts payable for business combination 85,726 85,726 1,064 47,860 12,179 24,623 Contract liabilities 13,722 13,722 13,722 - - - Other payables (current and non-current) 15,329 15,329 15,329 - - - Derivatives 535 535 535 - - - 1,019,475 1,211,482 212,812 148,156 205,485 645,029 |
Schedule of financing lines and bank credit lines | Bank credit lines December 31, 2022 December 30, 2021 Used - 11,161 Not used 54,786 47,434 54,786 58,595 |
Schedule of agreements for financial derivatives (NDFs) | For comparison purpose, as of December 31, 2021, the Group had the following agreements for financial derivatives (NDFs): 2021 Maturity Nominal value (US$) Contracted rate Amount in R$ Market rate Fair value February 25, 2022 (560 ) 5.6220 (3,148 ) 5.3459 (17 ) Total (17 ) |
Schedule of composition of the balances involving options to buy and sell currencies | The composition of the balances involving options to buy and sell currencies is as follows: 2021 Maturity Nominal value (US$) Contracted rate Amount in R$ Market rate Fair value 01/21/2021 - 01/17/2022 875 Put option 4,900 5.8257 (349 ) 02/25/2021 - 02/25/2022 490 Put option 2,909 5.6490 (170 ) (519 ) 01/21/2021 - 01/17/2022 875 Call option (4,900 ) 5.5563 298 02/25/2021 - 02/25/2022 490 Call option (2,909 ) 5.4690 196 (25 ) |
Schedule of interest rate profile of interest-bearing financial instruments | The interest rate profile of the Group’s interest-bearing financial instruments, as reported to the Group’s Management, is as follows: 2022 Maturity Notional (US$) Amount in R$ Floating rate receivable Fixed rate payable Fair value 07/16/2026 30,000 152,100 3-months LIBOR 3.07% 11,194 07/07/2026 - 100,000 CDI Foreign Exchange + 4.90% (4,109 ) 7,085 2021 Maturity Notional (US$) Amount in R$ Floating rate receivable Fixed rate payable Fair value 07/16/2026 30,000 152,100 3-month LIBOR 3.07% 403 403 |
Schedule of financial instruments by type of measurement of fair value | Carrying amount Fair value December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Level 2 Derivatives: Non-Deliverable Forward - NDF - (17 ) - (17 ) Interest rate swap 7,085 403 7,085 403 Call and put option term - (25 ) - (25 ) Total 7,085 361 7,085 361 Non-derivatives Lease liabilities (62,808 ) (81,888 ) (62,808 ) (81,888 ) Loans and borrowings (974,231 ) (788,709 ) (974,231 ) (788,709 ) Accounts payable for business combination (204,949 ) (85,726 ) (204,949 ) (85,726 ) Total (1,241,988 ) (956,323 ) (1,241,988 ) (956,323 ) Total (1,234,903 ) (955,962 ) (1,234,903 ) (955,962 ) |
Operating segments (Tables)
Operating segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating segments | |
Schedule of net revenues by geographic region | The table below summarizes net revenues by geographic region: . December 31, 2022 December 31, 2021 December 31, 2020 NAE (North America and Europe) 1,129,166 693,006 471,763 North America 923,174 654,858 451,999 Europe 205,992 28,148 19,764 LATAM (Latin America) 975,948 701,206 435,987 APJ (Asia, Pacific and Japan) 82,596 50,168 48,769 Total (Note 23 2,187,710 1,444,380 956,519 |
Schedule of net revenue contributed by the top client, and top ten clients | The following table sets forth net revenue contributed by the top client, and top ten . December 31, 2022 December 31, 2021 December 31, 2020 Top client 325,505 283,311 190,599 Top 10 1,079,941 913,890 644,722 |
Schedule of non-current assets, except deferred taxes, based on assets geographic location | The table below summarizes non-current assets, except deferred taxes, based on assets geographic location: December 31, 2022 December 31, 2021 Brazil 819,873 818,221 Cayman 405,145 - United States of America 676,167 58,061 China 2,317 2,239 Australia 2,987 8 United Kingdom 1,804 74 Canada 280 284 Portugal 569 387 Other countries 1,858 176 Total 1,911,000 879,450 |
Operational context (Details -
Operational context (Details - Textuals) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) shares | Dec. 31, 2020 BRL (R$) | Dec. 31, 2022 $ / shares shares | |
Operational context | ||||
Number of shares issued through initial public offering | shares | 132,197,896 | 133,814,311 | ||
Transaction cost of offering | R$ | R$ 0 | R$ 55874 | R$ 0 | |
Class A common shares | ||||
Operational context | ||||
Subscription price per share | $ / shares | $ 15 |
List of direct and indirect s_3
List of direct and indirect subsidiaries (Details) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
CI&T Delaware LLC | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [1] | United States | ||
CI&T Delaware LLC | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [1] | 100% | 100% | 0% |
CI&T Delaware LLC | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [1] | 0% | 0% | 0% |
CI&T Software S.A. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | Brazil | |||
CI&T Software S.A. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 0% | |
CI&T Software S.A. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 0% | |
CI&T Japan, Inc. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | Japan | |||
CI&T Japan, Inc. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 100% | |
CI&T Japan, Inc. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 0% | |
CI&T China Inc. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | China | |||
CI&T China Inc. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 0% | |
CI&T China Inc. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 100% | |
CI&T IOT | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [2] | Brazil | ||
CI&T IOT | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [2] | 0% | 0% | 100% |
CI&T IOT | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [2] | 0% | 0% | 0% |
CI&T Portugal Unipessoal Lda. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | Portugal | |||
CI&T Portugal Unipessoal Lda. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 100% | |
CI&T Portugal Unipessoal Lda. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 0% | |
CI&T Australia PTY Ltd. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | Australia | |||
CI&T Australia PTY Ltd. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 100% | |
CI&T Australia PTY Ltd. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 0% | |
Dextra Inc. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [3] | United States | ||
Dextra Inc. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [3] | 0% | 0% | 0% |
Dextra Inc. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [3] | 100% | 100% | 0% |
CINQ Inc. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [3] | United States | ||
CINQ Inc. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [3] | 0% | 0% | 0% |
CINQ Inc. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [3] | 100% | 100% | 0% |
CI&T, Inc. (“CI&T US”) | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | United States | |||
CI&T, Inc. (“CI&T US”) | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 100% | |
CI&T, Inc. (“CI&T US”) | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 0% | |
CI&T Software Inc. (“CI&T Canada”) | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | Canada | |||
CI&T Software Inc. (“CI&T Canada”) | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 0% | |
CI&T Software Inc. (“CI&T Canada”) | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 100% | |
CI&T UK Limited. (“CI&T UK”) | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | United Kingdom | |||
CI&T UK Limited. (“CI&T UK”) | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 0% | |
CI&T UK Limited. (“CI&T UK”) | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 100% | |
CI&T Colombia | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | Colombia | |||
CI&T Colombia | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 0% | |
CI&T Colombia | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 0% | 0% | |
CI&T Argentina S/A | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | Argentina | |||
CI&T Argentina S/A | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 0% | 0% | 0% | |
CI&T Argentina S/A | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | 100% | 100% | 100% | |
NTERSOL Consulting LLC (“NTERSOL”) | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [4] | United States | ||
NTERSOL Consulting LLC (“NTERSOL”) | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [4] | 0% | 0% | 0% |
NTERSOL Consulting LLC (“NTERSOL”) | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [4] | 100% | 0% | 0% |
CoreIP Holdings, Inc. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [4] | United States | ||
CoreIP Holdings, Inc. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [4] | 0% | 0% | 0% |
CoreIP Holdings, Inc. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [4] | 100% | 0% | 0% |
Somo Global Ltd (“Somo”) | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [5] | United Kingdom | ||
Somo Global Ltd (“Somo”) | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 100% | 0% | 0% |
Somo Global Ltd (“Somo”) | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 0% | 0% | 0% |
Somo Custom Ltd | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [5] | United Kingdom | ||
Somo Custom Ltd | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 0% | 0% | 0% |
Somo Custom Ltd | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 100% | 0% | 0% |
Somo Global Inc. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [5] | United States | ||
Somo Global Inc. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 0% | 0% | 0% |
Somo Global Inc. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 100% | 0% | 0% |
Somo Global SAS. | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [5] | Colombia | ||
Somo Global SAS. | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 0% | 0% | 0% |
Somo Global SAS. | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 100% | 0% | 0% |
Ideonyx Ltd (in liquidation) | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [5] | United Kingdom | ||
Ideonyx Ltd (in liquidation) | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 0% | 0% | 0% |
Ideonyx Ltd (in liquidation) | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 100% | 0% | 0% |
Somo Ltd (dormant) | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [5] | United Kingdom | ||
Somo Ltd (dormant) | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 0% | 0% | 0% |
Somo Ltd (dormant) | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [5] | 100% | 0% | 0% |
CI&T Oceania PTY Ltd (“Transpire”) | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [6] | Australia | ||
CI&T Oceania PTY Ltd (“Transpire”) | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [6] | 100% | 0% | 0% |
CI&T Oceania PTY Ltd (“Transpire”) | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [6] | 0% | 0% | 0% |
Unconstrained Thinking PTY Ltd | ||||
List of direct and indirect subsidiaries | ||||
Country of Origin | [6] | Australia | ||
Unconstrained Thinking PTY Ltd | Direct | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [6] | 0% | 0% | 0% |
Unconstrained Thinking PTY Ltd | Indirect | ||||
List of direct and indirect subsidiaries | ||||
% holding of subsidiary | [6] | 100% | 0% | 0% |
[1] Refers to note 1.a. In July 2019, the subsidiary CI&T IOT Comércio de Hardware e Software Ltda. started its operations. The subsidiary’s main activity is the sale of technology devices and software on environment management platforms for efficient use of spaces. In April 2021, the partial spin-off on the CI&T IOT investment was approved with the transfer of its net equity to CI&T Brazil’s shareholders. In August 2021, CI&T Brazil completed the acquisition of 100% of the shareholding control of Dextra Investimentos S.A. and its subsidiaries (see note 9.1). In November 2022, the Company completed the acquisition of 100 holding control of NTERSOL Consulting LLC and it s subsidiary (see note 9.5 In January 2022, the Company completed the acquisition of 100 Somo Global Ltd and its subsidiaries (see note 9.2 In September 2022, the Company completed the acquisition of 100 Transpire Technolog y P ty Ltd and it subsidiary (see note 9 4 ). |
List of direct and indirect s_4
List of direct and indirect subsidiaries (Details 1 - Textuals) | Nov. 01, 2022 | Oct. 14, 2022 | Sep. 30, 2022 | Sep. 01, 2022 | Jan. 27, 2022 | Jan. 14, 2022 | Aug. 10, 2021 | Jun. 26, 2021 |
Somo Group | ||||||||
List of direct and indirect subsidiaries | ||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||
Transpire Group | ||||||||
List of direct and indirect subsidiaries | ||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||
NTERSOL Group | ||||||||
List of direct and indirect subsidiaries | ||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||
CI&T Brazil | Dextra Group | ||||||||
List of direct and indirect subsidiaries | ||||||||
Percentage of voting equity interests acquired | 100% | 100% |
Significant accounting polici_4
Significant accounting policies (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Network software | |
Significant accounting policies | |
Estimated useful lives of intangible assets | 5 years |
Customer relationship | Bottom of range | |
Significant accounting policies | |
Estimated useful lives of intangible assets | 6 years |
Customer relationship | Top of range | |
Significant accounting policies | |
Estimated useful lives of intangible assets | 19 years |
Non-compete agreement | |
Significant accounting policies | |
Estimated useful lives of intangible assets | 5 years |
Brands | Bottom of range | |
Significant accounting policies | |
Estimated useful lives of intangible assets | 1 year |
Brands | Top of range | |
Significant accounting policies | |
Estimated useful lives of intangible assets | 21 years |
Internally developed | Software | |
Significant accounting policies | |
Estimated useful lives of intangible assets | 3 years |
IT equipment | Bottom of range | |
Significant accounting policies | |
Estimated useful lives of property, plant and equipment | 2 years |
IT equipment | Top of range | |
Significant accounting policies | |
Estimated useful lives of property, plant and equipment | 5 years |
Furniture and fixtures | Bottom of range | |
Significant accounting policies | |
Estimated useful lives of property, plant and equipment | 7 years |
Furniture and fixtures | Top of range | |
Significant accounting policies | |
Estimated useful lives of property, plant and equipment | 10 years |
Vehicles | |
Significant accounting policies | |
Estimated useful lives of property, plant and equipment | 5 years |
Leasehold improvements | Bottom of range | |
Significant accounting policies | |
Estimated useful lives of property, plant and equipment | 1 year |
Leasehold improvements | Top of range | |
Significant accounting policies | |
Estimated useful lives of property, plant and equipment | 8 years |
Significant accounting polici_5
Significant accounting policies (Details 1 - Textuals) | 12 Months Ended |
Dec. 31, 2022 Item | |
Significant accounting policies | |
Minimum period of overdue for considering financial assets to be in default | 360 days |
Number of classes of common shares | 2 |
Minimum period of past due for considering financial asset is credit-impaired | 90 days |
Minimum period of past due for considering financial asset for write-off | 360 days |
Office lease agreements | |
Significant accounting policies | |
Additional period of lease term for determine right-of-use assets amounts | 5 years |
Class A common shares | |
Significant accounting policies | |
Number of voting rights per share | 1 |
Class B common shares | |
Significant accounting policies | |
Number of voting rights per share | 10 |
Business combination (Details)
Business combination (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 10, 2021 | |
Consideration transferred | ||||
Accounts payable for business combination (note 18) | R$ 204949 | R$ 85726 | R$ 0 | |
Dextra Group | ||||
Consideration transferred | ||||
Accounts payable for business combination (note 18) | 34,183 | 85,726 | 0 | |
Accounts payable to former shareholders (i) | 0 | 48,817 | ||
Other | 0 | R$ 6909 | ||
CI&T Brazil | Dextra Group | ||||
Consideration transferred | ||||
Cash | 700,938 | |||
Accounts payable for business combination (note 18) | 82,635 | |||
Accounts payable to former shareholders (i) | [1] | 45,726 | ||
Retained amount (ii) | [2] | 30,000 | ||
Other | [1] | 6,909 | ||
Total consideration transferred | R$ 783573 | R$ 783573 | ||
[1]These amounts were settled in August 10, 2022. See note 18.[2] The amount of R$ 30,000 related to a portion of the remaining balance payable was retained for any materialized contingencies, which will be paid on the fifth anniversary of the closing date. |
Business combination (Details 1
Business combination (Details 1) R$ in Thousands | Aug. 10, 2021 BRL (R$) | |
Non-current | ||
Gross contractual amount receivable for acquired trade receivables | R$ 56854 | |
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | 541 | |
CI&T Brazil | Dextra Group | ||
Current | ||
Cash and cash equivalents | 8,216 | |
Trade receivables | 56,313 | [1] |
Recoverable taxes | 1,668 | |
Other assets | 2,386 | |
Current assets | 68,583 | |
Non-current | ||
Recoverable taxes | 3,932 | |
Property, plant and equipment (note 13) | 9,149 | |
Intangible assets (note 14) | 148,523 | |
Right-of-use assets (note 15) | 5,414 | |
Non-current assets | 167,018 | |
Total assets | 235,601 | |
Current | ||
Suppliers | 5,627 | |
Lease liabilities (note 15) | 3,105 | |
Salaries and welfare charges | 23,436 | |
Tax liabilities | 10,569 | |
Contract liabilities | 1,933 | |
Other liabilities | 26 | |
Current liabilities | 44,696 | |
Non-current | ||
Other liabilities | 18 | |
Lease liabilities (note 15) | 3,035 | |
Non-current liabilities | 3,053 | |
Total liabilities | 47,749 | |
Total identifiable net assets acquired | R$ 187852 | |
[1] Gross contractual amount receivable was R$56,854 and R$541 was not expected to be collected . |
Business combination (Details 2
Business combination (Details 2) - CI&T Brazil - Dextra Group R$ in Thousands | Aug. 10, 2021 BRL (R$) |
Business combinations | |
Total intangible assets at fair value (note 14) | R$ 148523 |
Network software (note 14) | |
Business combinations | |
Total intangible assets at fair value (note 14) | 191 |
Customer relationship (note 14) | |
Business combinations | |
Total intangible assets at fair value (note 14) | 88,961 |
Non-compete agreement (note 14) | |
Business combinations | |
Total intangible assets at fair value (note 14) | 16,257 |
Brands (note 14) | |
Business combinations | |
Total intangible assets at fair value (note 14) | 20,501 |
Internally developed | Software (note 14) | |
Business combinations | |
Total intangible assets at fair value (note 14) | R$ 22613 |
Business combination (Details 3
Business combination (Details 3) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 10, 2021 |
Goodwill | |||
Goodwill (note 14) | R$ 1432894 | R$ 619469 | |
CI&T Brazil | Dextra Group | |||
Goodwill | |||
Consideration transferred | R$ 783573 | R$ 783573 | |
Fair value of identifiable net assets | (187,852) | ||
Goodwill (note 14) | R$ 595721 |
Business combination (Details 4
Business combination (Details 4) - Dextra Group - BRL (R$) R$ in Thousands | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outflow of cash to acquire subsidiary, net of cash acquired | ||||
Net outflow of cash - investing activities | R$ 0 | R$ 692722 | R$ 0 | |
CI&T Brazil | ||||
Outflow of cash to acquire subsidiary, net of cash acquired | ||||
Cash consideration | R$ 700938 | |||
Less: Balances acquired – Cash and cash equivalents | (8,216) | |||
Net outflow of cash - investing activities | R$ 692722 |
Business combination (Details 5
Business combination (Details 5 - Textuals) - BRL (R$) R$ in Thousands | 5 Months Ended | 12 Months Ended | ||||||
Dec. 02, 2021 | Aug. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 26, 2021 | ||
Business combinations | ||||||||
Contribution in total revenue | R$ 234168 | |||||||
Contribution in profit | (7,705) | |||||||
Consolidated revenue if the acquisition had occurred on January 1, 2021 | 2,384,367 | |||||||
Consolidated profit if the acquisition had occurred on January 1, 2021 | 131,824 | |||||||
Acquisition-related cost | R$ 18335 | R$ 6957 | R$ 446 | |||||
Non-compete agreement (note 14) | ||||||||
Business combinations | ||||||||
Useful life of intangible assets | 5 years | |||||||
CI&T Brazil | Dextra Group | ||||||||
Business combinations | ||||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||||
Purchase price of acquisition | R$ 800000 | |||||||
Cash paid | R$ 50938 | 650,000 | ||||||
Business Combination, decrease in purchase price based on agreement | R$ 16427 | |||||||
Consideration transferred | 783,573 | R$ 783573 | ||||||
Retained amount for materialized contingencies related to a portion of the remaining balance payable on fifth anniversary of closing date of the acquisition | [1] | R$ 30000 | ||||||
Acquisition-related cost | R$ 2109 | |||||||
CI&T Brazil | Dextra Group | Brands (note 14) | ||||||||
Business combinations | ||||||||
Useful life of intangible assets | 1 year 4 months 24 days | |||||||
CI&T Brazil | Dextra Group | Non-compete agreement (note 14) | ||||||||
Business combinations | ||||||||
Useful life of intangible assets | 5 years | |||||||
CI&T Brazil | Dextra Group | Customer relationship (note 14) | ||||||||
Business combinations | ||||||||
Useful life of intangible assets | 7 years 4 months 24 days | |||||||
[1] The amount of R$ 30,000 related to a portion of the remaining balance payable was retained for any materialized contingencies, which will be paid on the fifth anniversary of the closing date. |
Business combination (Details 6
Business combination (Details 6) - Somo Group £ in Thousands, R$ in Thousands | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 BRL (R$) | Jun. 03, 2022 BRL (R$) | Jan. 27, 2022 GBP (£) | Jan. 27, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | ||
Consideration transferred | ||||||||
Cash | R$ 340777 | |||||||
Restricted cash in escrow account (note 18) | R$ 20091 | 23,061 | R$ 0 | |||||
Retained amount(i) (note 18) | R$ 7206 | £ 1,000 | 7,206 | [1] | ||||
Earn-out(ii) (note 18) | £ 9,800 | 61,529 | £ 8,307 | 59,868 | [2] | |||
Contingent consideration (note 18) | 2,465 | |||||||
Other (note 18) | R$ 2148 | R$ 0 | ||||||
Total consideration transferred | 447,414 | |||||||
Class A common shares | ||||||||
Consideration transferred | ||||||||
Class A common shares issued(iii) | [3] | R$ 14037 | ||||||
[1] The amount of R$ 7,206 (£ 1,000) is related to a portion of the remaining balance payable that was retained for any materialized contingencies. The Agreement also contemplates an earn-out clause of up to R$ 59,868 (£ 8,307) based on future performance (see note 14). As of December 31 , 2022, the fair value of the contingent consideration was R$ 61,529 (£ 9,800 ). Issuance of 225,649 Class A common shares in connection with the transaction, per a total amount of R$ 14,037, issued to electing sellers in accordance with the Agreement. |
Business combination (Details 7
Business combination (Details 7) - BRL (R$) R$ in Thousands | Jan. 27, 2022 | Aug. 10, 2021 | |
Non-current | |||
Gross contractual amount receivable for acquired trade receivables | R$ 56854 | ||
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | R$ 541 | ||
Somo Group | |||
Current | |||
Cash and cash equivalents | R$ 98701 | ||
Trade receivables | [1] | 38,677 | |
Contract assets | 13,359 | ||
Recoverable taxes | 275 | ||
Other assets | 2,454 | ||
Current assets | 153,466 | ||
Non-current | |||
Deferred taxes | 8,061 | ||
Property, plant and equipment (note 13) | 2,359 | ||
Right-of-use assets (note 15) | 6,800 | ||
Intangible assets (note 14) | 57,285 | ||
Non-current assets | 74,505 | ||
Total assets | 227,971 | ||
Current | |||
Suppliers and other payables | 30,409 | ||
Loans and borrowings (note 13) | 25,213 | ||
Lease liabilities | 4,440 | ||
Contract liabilities | 730 | ||
Tax liabilities | 3,948 | ||
Salaries and welfare charges | 9,668 | ||
Other liabilities | 11,295 | ||
Current liabilities | 85,703 | ||
Non-current | |||
Loans and borrowings (note 13) | 9,267 | ||
Lease liabilities | 2,360 | ||
Other liabilities | 406 | ||
Non-current liabilities | 12,033 | ||
Total liabilities | 97,736 | ||
Total identifiable net assets acquired | 130,235 | ||
Gross contractual amount receivable for acquired trade receivables | 38,703 | ||
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | R$ 26 | ||
[1] Gross contractual amount receivable was R$ 38,703 26 was not expected to be collected. |
Business combination (Details 8
Business combination (Details 8) - Somo Group R$ in Thousands | Jan. 27, 2022 BRL (R$) |
Business combinations | |
Total intangible assets at fair value (note 14) | R$ 57285 |
Customer relationship (note 14) | |
Business combinations | |
Total intangible assets at fair value (note 14) | 49,539 |
Brands (note 14) | |
Business combinations | |
Total intangible assets at fair value (note 14) | R$ 7746 |
Business combination (Details 9
Business combination (Details 9) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Jan. 27, 2022 | Dec. 31, 2021 |
Goodwill | |||
Goodwill (note 14) | R$ 1432894 | R$ 619469 | |
Somo Group | |||
Goodwill | |||
Consideration transferred | R$ 447414 | ||
Fair value of identifiable net assets | (130,235) | ||
Goodwill (note 14) | R$ 317179 |
Business combination (Details_2
Business combination (Details 10) - Somo Group £ in Thousands, R$ in Thousands | 11 Months Ended | 12 Months Ended | |||||
Jun. 03, 2022 GBP (£) | Jun. 03, 2022 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2020 BRL (R$) | ||
Outflow of cash to acquire subsidiary, net of cash acquired | |||||||
Cash consideration | R$ 340777 | ||||||
Retained amount payment (i) | £ 939 | R$ 5688 | 5,688 | [1] | |||
Less: Balances acquired – Cash and cash equivalents | (98,701) | ||||||
Outflow of cash - investing activities | 247,764 | ||||||
Restricted cash in escrow account | 23,061 | ||||||
Net outflow of cash - investing activities | R$ 270825 | R$ 270825 | R$ 0 | R$ 0 | |||
[1] The retained amount of R$ 7,206 for any materialized contingencies was reviewed and settled on June 3, 2022, per an amount of R$ 5,688 (£939), after negotiation agreed upon per both parties. |
Business combination (Details_3
Business combination (Details 11 - Textuals) £ in Thousands, R$ in Thousands | 11 Months Ended | 12 Months Ended | ||||||||||||
Jun. 03, 2022 GBP (£) | Jun. 03, 2022 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2020 BRL (R$) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 BRL (R$) | Jan. 27, 2022 GBP (£) shares | Jan. 27, 2022 BRL (R$) shares | Jan. 14, 2022 | ||||
Business combinations | ||||||||||||||
Acquisition-related cost | R$ 18335 | R$ 6957 | R$ 446 | |||||||||||
Somo Group | ||||||||||||||
Business combinations | ||||||||||||||
Percentage of voting equity interests acquired | 100% | 100% | 100% | |||||||||||
Purchase price of acquisition | R$ 447414 | |||||||||||||
Fair value of the contingent consideration | £ 9,800 | R$ 61529 | £ 8,307 | 59,868 | [1] | |||||||||
Acquisition-related cost | R$ 2601 | |||||||||||||
Retained amount for materialized contingencies related to a portion of the remaining balance payable on fifth anniversary of closing date of the acquisition | R$ 7206 | £ 1,000 | R$ 7206 | [2] | ||||||||||
Retained amount payment | £ 939 | R$ 5688 | R$ 5688 | [3] | ||||||||||
Somo Group | Brands (note 14) | ||||||||||||||
Business combinations | ||||||||||||||
Useful life of intangible assets | 15 months | |||||||||||||
Somo Group | Customer relationship (note 14) | ||||||||||||||
Business combinations | ||||||||||||||
Useful life of intangible assets | 227 months | |||||||||||||
Somo Group | Class A common shares | ||||||||||||||
Business combinations | ||||||||||||||
Common shares issued (in shares) | shares | 225,649 | 225,649 | ||||||||||||
Common shares issued | [4] | R$ 14037 | ||||||||||||
[1] The Agreement also contemplates an earn-out clause of up to R$ 59,868 (£ 8,307) based on future performance (see note 14). As of December 31 , 2022, the fair value of the contingent consideration was R$ 61,529 (£ 9,800 ). The amount of R$ 7,206 (£ 1,000) is related to a portion of the remaining balance payable that was retained for any materialized contingencies. The retained amount of R$ 7,206 for any materialized contingencies was reviewed and settled on June 3, 2022, per an amount of R$ 5,688 (£939), after negotiation agreed upon per both parties. Issuance of 225,649 Class A common shares in connection with the transaction, per a total amount of R$ 14,037, issued to electing sellers in accordance with the Agreement. |
Business combination (Details_4
Business combination (Details 12) - Box 1824 - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Jun. 01, 2022 | Dec. 31, 2021 | |
Consideration transferred | ||||
Cash | R$ 20768 | |||
(-) Price adjustment | (558) | |||
Retained amount(i) (note 18) | [1] | 8,871 | ||
Share-based payment – vested immediately (note 22.a) | 4,124 | |||
Other (note 18) | R$ 974 | 974 | R$ 0 | |
Total consideration transferred | R$ 34179 | |||
[1] The amount of R$ 8,871 was related to a portion of the remaining balance payable that was retained for any materialized contingencies that occurred after June 1, 2022 but related to contingencies liabilities before the acquisition date. The remaining balance, as adjusted, will be paid in the next three years, on each anniversary of the closing date. |
Business combination (Details_5
Business combination (Details 13) - BRL (R$) R$ in Thousands | Jun. 01, 2022 | May 31, 2022 | Aug. 10, 2021 | ||
Non-current | |||||
Gross contractual amount receivable for acquired trade receivables | R$ 56854 | ||||
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | R$ 541 | ||||
Box 1824 | |||||
Current | |||||
Cash and cash equivalents | R$ 1728 | ||||
Trade receivables | [1] | 1,695 | |||
Contract assets | 1,598 | ||||
Recoverable taxes | 104 | ||||
Other assets | 312 | ||||
Current assets | 5,437 | ||||
Non-current | |||||
Indemnity asset | 13,583 | ||||
Property, plant and equipment (note 13) | 51 | ||||
Intangible assets (note 14) | 11,981 | [2] | R$ 11981 | ||
Non-current assets | 25,615 | ||||
Total assets | 31,052 | ||||
Current | |||||
Suppliers and other payables | 533 | ||||
Contract liabilities | 962 | ||||
Tax liabilities | 920 | ||||
Salaries and welfare charges | 442 | ||||
Contingent liabilities (note 19) | 13,583 | ||||
Other liabilities | 6 | ||||
Current liabilities | 16,446 | ||||
Non-current | |||||
Tax liabilities | 1,952 | ||||
Non-current liabilities | 1,952 | ||||
Total liabilities | 18,398 | ||||
Total identifiable net assets acquired | 12,654 | ||||
Gross contractual amount receivable for acquired trade receivables | 1,696 | ||||
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | R$ 1 | ||||
[1] Gross contractual amount receivable was R$ 1,696 1 was not expected to be collected. |
Business combination (Details_6
Business combination (Details 14) - Box 1824 - BRL (R$) R$ in Thousands | Jun. 01, 2022 | May 31, 2022 | |
Business combinations | |||
Total intangible assets at fair value (note 14) | R$ 11981 | [1] | R$ 11981 |
Customer relationship (note 14) | |||
Business combinations | |||
Total intangible assets at fair value (note 14) | 6,430 | ||
Brands (note 14) | |||
Business combinations | |||
Total intangible assets at fair value (note 14) | R$ 5536 | ||
Software (note 14) | |||
Business combinations | |||
Total intangible assets at fair value (note 14) | R$ 15 | ||
[1]According to the purchase price on September 30: |
Business combination (Details_7
Business combination (Details 15) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Jun. 01, 2022 | Dec. 31, 2021 |
Goodwill | |||
Goodwill (note 10) | R$ 1432894 | R$ 619469 | |
Box 1824 | |||
Goodwill | |||
Consideration transferred | R$ 34179 | ||
Fair value of identifiable net assets | (12,654) | ||
Goodwill (note 10) | R$ 21525 |
Business combination (Details_8
Business combination (Details 16) - Box 1824 - BRL (R$) R$ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outflow of cash to acquire subsidiary, net of cash acquired | ||||
Cash consideration | R$ 20768 | |||
Less: Balances acquired – Cash and cash equivalents | (1,728) | |||
Net outflow of cash - investing activities | R$ 19040 | R$ 19040 | R$ 0 | R$ 0 |
Business combination (Details_9
Business combination (Details 17 - Textuals) - BRL (R$) R$ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 01, 2022 | ||
Business combinations | ||||||
Acquisition-related cost | R$ 18335 | R$ 6957 | R$ 446 | |||
Box 1824 | ||||||
Business combinations | ||||||
Percentage of voting equity interests acquired | 100% | |||||
Consideration transferred | R$ 34179 | |||||
Retained amount for materialized contingencies related to a portion of the remaining balance payable on fifth anniversary of closing date of the acquisition | [1] | R$ 8871 | ||||
Period of remaining balance to be paid on each anniversary of the closing date of acquisition | 3 years | |||||
Acquisition-related cost | R$ 717 | |||||
Box 1824 | Brands (note 14) | ||||||
Business combinations | ||||||
Useful life of intangible assets | 252 months | |||||
Box 1824 | Customer relationship (note 14) | ||||||
Business combinations | ||||||
Useful life of intangible assets | 91 months | |||||
[1] The amount of R$ 8,871 was related to a portion of the remaining balance payable that was retained for any materialized contingencies that occurred after June 1, 2022 but related to contingencies liabilities before the acquisition date. The remaining balance, as adjusted, will be paid in the next three years, on each anniversary of the closing date. |
Business combination (Detail_10
Business combination (Details 18) - Transpire Group R$ in Thousands | Sep. 01, 2022 BRL (R$) | |
Consideration transferred | ||
Cash | R$ 60392 | |
Price adjustment (i) | 729 | [1] |
Total consideration transferred | 77,310 | |
Class A common shares | ||
Consideration transferred | ||
Class A common shares issued (note 22.a) | R$ 16189 | |
[1]The purchase price adjustment was paid in November 2022, negotiation agreed upon per both parties. |
Business combination (Detail_11
Business combination (Details 19) - BRL (R$) R$ in Thousands | Sep. 01, 2022 | Aug. 10, 2021 | |
Non-current | |||
Gross contractual amount receivable for acquired trade receivables | R$ 56854 | ||
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | R$ 541 | ||
Transpire Group | |||
Current | |||
Cash and cash equivalents | R$ 5397 | ||
Trade receivables | [1] | 9,322 | |
Contract assets | 239 | ||
Other assets | 277 | ||
Current assets | 15,235 | ||
Non-current | |||
Bank guarantee | 766 | ||
Property, plant and equipment (note 9) | 1,183 | ||
Right-of-use assets (note 11) | 1,314 | ||
Intangible assets (note 10) | [2] | 12,692 | |
Non-current assets | 15,955 | ||
Total assets | 31,190 | ||
Current | |||
Suppliers and other payables | 4,384 | ||
Contract liabilities | 2,065 | ||
Tax liabilities | 479 | ||
Salaries and welfare charges | 7,963 | ||
Lease liability (note 11) | 1,314 | ||
Other liabilities | 1,380 | ||
Current liabilities | 17,585 | ||
Non-current | |||
Loans and borrowings (note 12) | 5,490 | ||
Non-current liabilities | 5,490 | ||
Total liabilities | 23,075 | ||
Total identifiable net assets acquired | 8,115 | ||
Gross contractual amount receivable for acquired trade receivables | 9,333 | ||
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | R$ 11 | ||
[1] Gross contractual amount receivable was R$ 9,333 and R$ 11 was not expected to be collected. |
Business combination (Detail_12
Business combination (Details 20) - Transpire Group R$ in Thousands | Sep. 01, 2022 BRL (R$) | |
Business combinations | ||
Total intangible assets at fair value (note 14) | R$ 12692 | [1] |
Customer relationship (note 14) | ||
Business combinations | ||
Total intangible assets at fair value (note 14) | 12,665 | |
Software (note 14) | ||
Business combinations | ||
Total intangible assets at fair value (note 14) | 5 | |
Brands (note 14) | ||
Business combinations | ||
Total intangible assets at fair value (note 14) | R$ 22 | |
[1]According to the purchase price on September 01, 2022: |
Business combination (Detail_13
Business combination (Details 21) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Sep. 01, 2022 | Dec. 31, 2021 |
Goodwill | |||
Goodwill (note 10) | R$ 1432894 | R$ 619469 | |
Transpire Group | |||
Goodwill | |||
Consideration transferred | R$ 77310 | ||
Fair value of identifiable net assets | (8,115) | ||
Goodwill (note 10) | R$ 69195 |
Business combination (Detail_14
Business combination (Details 22) - Transpire Group - BRL (R$) R$ in Thousands | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outflow of cash to acquire subsidiary, net of cash acquired | ||||
Cash consideration | R$ 60392 | |||
Price adjustment paid | 729 | |||
Less: Balances acquired – Cash and cash equivalents | (5,397) | |||
Net outflow of cash - investing activities | R$ 55724 | R$ 55724 | R$ 0 | R$ 0 |
Business combination (Detail_15
Business combination (Details 23 - Textuals) - BRL (R$) R$ in Thousands | 4 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 01, 2022 | |
Business combinations | ||||||
Acquisition-related cost | R$ 18335 | R$ 6957 | R$ 446 | |||
Transpire Group | ||||||
Business combinations | ||||||
Percentage of voting equity interests acquired | 100% | 100% | ||||
Consideration transferred | R$ 77310 | |||||
Cash paid | R$ 60392 | |||||
Acquisition-related cost | R$ 1776 | |||||
Transpire Group | Customer relationship (note 14) | ||||||
Business combinations | ||||||
Useful life of intangible assets | 46 months |
Business combination (Detail_16
Business combination (Details 24) - Nov. 01, 2022 - NTERSOL Group R$ in Thousands, $ in Thousands | BRL (R$) | USD ($) |
Consideration transferred | ||
Cash | R$ 418007 | |
(+) Estimated price adjustment | 775 | |
Retained amount (note 18) | 75,096 | $ 14,582 |
Share-based payment – vested immediately (note 22.c) | 170,774 | |
Total consideration transferred (note 9.4.d) | R$ 664652 |
Business combination (Detail_17
Business combination (Details 25) - BRL (R$) R$ in Thousands | Nov. 01, 2022 | Aug. 10, 2021 | |
Non-current | |||
Gross contractual amount receivable for acquired trade receivables | R$ 56854 | ||
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | R$ 541 | ||
NTERSOL Group | |||
Current | |||
Cash and cash equivalents | R$ 17870 | ||
Trade receivables | [1] | 36,064 | |
Other assets | 2,455 | ||
Current assets | 56,389 | ||
Non-current | |||
Other assets | 88 | ||
Property, plant and equipment (note 13) | 68 | ||
Right-of-use assets (note 15) | 2,921 | ||
Intangible assets (note 14) | [2] | 157,007 | |
Non-current assets | 160,084 | ||
Total assets | 216,473 | ||
Current | |||
Suppliers and other payables | 1,091 | ||
Salaries and welfare charges | 1,627 | ||
Lease liability (note 15) | 673 | ||
Other liabilities | 9,338 | ||
Current liabilities | 12,729 | ||
Non-current | |||
Lease liability (note 15) | 2,248 | ||
Non-current liabilities | 2,248 | ||
Total liabilities | 14,977 | ||
Total identifiable net assets acquired | 201,496 | ||
Gross contractual amount receivable for acquired trade receivables | 36,085 | ||
Gross contractual amount receivable which is not expected to be collected for acquired trade receivables | R$ 679 | ||
[1] Gross contractual amount receivable was R$ 36,085 and R$ 679 was not expected to be collected. |
Business combination (Detail_18
Business combination (Details 26) - NTERSOL Group R$ in Thousands | Nov. 01, 2022 BRL (R$) | |
Business combinations | ||
Total intangible assets at fair value (note 14) | R$ 157007 | [1] |
Customer relationship (note 14) | ||
Business combinations | ||
Total intangible assets at fair value (note 14) | 153,644 | |
Software (note 14) | ||
Business combinations | ||
Total intangible assets at fair value (note 14) | R$ 3363 | |
[1]According to the purchase price on November 01, 2022: |
Business combination (Detail_19
Business combination (Details 27) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Nov. 01, 2022 | Dec. 31, 2021 |
Goodwill | |||
Goodwill (note 14) | R$ 1432894 | R$ 619469 | |
NTERSOL Group | |||
Goodwill | |||
Consideration transferred | R$ 664652 | ||
Fair value of identifiable net assets | (201,496) | ||
Goodwill (note 14) | R$ 463156 |
Business combination (Detail_20
Business combination (Details 28) - NTERSOL Group - BRL (R$) R$ in Thousands | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outflow of cash to acquire subsidiary, net of cash acquired | ||||
Cash consideration | R$ 418007 | |||
Less: Balances acquired – Cash and cash equivalents | (17,870) | |||
Net outflow of cash - investing activities | R$ 400137 | R$ 400137 | R$ 0 | R$ 0 |
Business combination (Detail_21
Business combination (Details 29 - Textuals) R$ in Thousands, $ in Thousands | 2 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2020 BRL (R$) | Nov. 01, 2022 BRL (R$) | Nov. 01, 2022 USD ($) | Oct. 14, 2022 | Aug. 10, 2021 BRL (R$) | Jun. 26, 2021 | ||
Business combinations | |||||||||||
Acquisition-related cost | R$ 18335 | R$ 6957 | R$ 446 | ||||||||
Dextra Group | CI&T Brazil | |||||||||||
Business combinations | |||||||||||
Percentage of voting equity interests acquired | 100% | 100% | |||||||||
Purchase price of acquisition | R$ 800000 | ||||||||||
Cash paid | 700,938 | ||||||||||
Retained amount for materialized contingencies related to a portion of the remaining balance payable on fifth anniversary of closing date of the acquisition | [1] | 30,000 | |||||||||
Business Combination, decrease in purchase price based on agreement | 16,427 | ||||||||||
Total consideration transferred (note 9.2.d) | R$ 783573 | R$ 783573 | R$ 783573 | ||||||||
Acquisition-related cost | R$ 2109 | ||||||||||
Dextra Group | Customer relationship (note 14) | CI&T Brazil | |||||||||||
Business combinations | |||||||||||
Useful life of intangible assets | 7 years 4 months 24 days | ||||||||||
Dextra Group | Brands (note 14) | CI&T Brazil | |||||||||||
Business combinations | |||||||||||
Useful life of intangible assets | 1 year 4 months 24 days | ||||||||||
NTERSOL Group | |||||||||||
Business combinations | |||||||||||
Percentage of voting equity interests acquired | 100% | 100% | 100% | ||||||||
Purchase price of acquisition | R$ 664652 | ||||||||||
Cash paid | 418,007 | ||||||||||
Retained amount for materialized contingencies related to a portion of the remaining balance payable on fifth anniversary of closing date of the acquisition | 75,096 | $ 14,582 | |||||||||
Business Combination, increase in purchase price based on agreement | 775 | ||||||||||
Total consideration transferred (note 9.2.d) | R$ 664652 | ||||||||||
Acquisition-related cost | R$ 7194 | ||||||||||
NTERSOL Group | Customer relationship (note 14) | |||||||||||
Business combinations | |||||||||||
Useful life of intangible assets | 87 months | ||||||||||
NTERSOL Group | Brands (note 14) | |||||||||||
Business combinations | |||||||||||
Useful life of intangible assets | 60 months | ||||||||||
[1] The amount of R$ 30,000 related to a portion of the remaining balance payable was retained for any materialized contingencies, which will be paid on the fifth anniversary of the closing date. |
Business combination (Detail_22
Business combination (Details 30) R$ in Thousands | 12 Months Ended |
Dec. 31, 2022 BRL (R$) | |
Revenue and profit of acquisition on December 31, 2022: | |
Contribution in total revenue | R$ 234168 |
Contribution in profit | (7,705) |
Management’s estimate of revenue and profit for the year ended December 31, 2022 (had the acquisition occurred at the beginning of the reporting period): | |
Consolidated revenue if the acquisition had occurred on January 1, 2021 | 2,384,367 |
Consolidated profit if the acquisition had occurred on January 1, 2021 | R$ 131824 |
Cash and cash equivalents and_3
Cash and cash equivalents and financial investments (Details) R$ in Thousands, $ in Thousands | Dec. 31, 2022 BRL (R$) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 BRL (R$) | Dec. 31, 2019 BRL (R$) |
Cash and cash equivalents and financial investments | ||||||
Cash and cash equivalents | R$ 127263 | R$ 69720 | ||||
Short-term financial investments | 58,464 | 66,007 | ||||
Total | 185,727 | 135,727 | R$ 162827 | R$ 79500 | ||
Financial investments | R$ 96299 | $ 18,456 | R$ 798786 | $ 143,139 |
Cash and cash equivalents and_4
Cash and cash equivalents and financial investments (Details 1 - Textuals) R$ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Cash and cash equivalents and financial investments | ||||
Financial investments | R$ 96299 | R$ 798786 | $ 18,456 | $ 143,139 |
Interest rate of deposits | 0.05% | |||
Bottom of range | ||||
Cash and cash equivalents and financial investments | ||||
Interest rate of deposits | 0.57% | |||
Top of range | ||||
Cash and cash equivalents and financial investments | ||||
Interest rate of deposits | 4.20% | |||
Interbank Deposit Certificate (CDI) | Bottom of range | ||||
Cash and cash equivalents and financial investments | ||||
Percentage of interest rate | 101% | 100% | ||
Interbank Deposit Certificate (CDI) | Top of range | ||||
Cash and cash equivalents and financial investments | ||||
Percentage of interest rate | 102% | 103% |
Trade receivables (Details)
Trade receivables (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Trade receivables | |||
Trade receivables, net | R$ 501671 | R$ 340519 | |
Gross amount | |||
Trade receivables | |||
(-) Expected credit losses | (653) | (1,059) | |
Trade receivables | |||
Trade receivables | |||
(-) Expected credit losses | (653) | (1,059) | R$ 692 |
Trade receivables | Gross amount | |||
Trade receivables | |||
Trade receivables, net | 502,324 | 341,578 | |
Due from US market | Gross amount | |||
Trade receivables | |||
Trade receivables, net | 304,693 | 226,154 | |
Due from Brazil market | Gross amount | |||
Trade receivables | |||
Trade receivables, net | 133,582 | 100,581 | |
Due from other markets | Gross amount | |||
Trade receivables | |||
Trade receivables, net | R$ 64049 | R$ 14843 |
Trade receivables (Details 1)
Trade receivables (Details 1) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of trade receivables by maturity date | ||||
Total | R$ 501671 | R$ 340519 | ||
Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
(-) Expected credit losses | (653) | (1,059) | ||
Trade receivables [member] | ||||
Disclosure of trade receivables by maturity date | ||||
(-) Expected credit losses | (653) | (1,059) | R$ 692 | |
Trade receivables [member] | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
Total | 502,324 | 341,578 | ||
Not due | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
(-) Expected credit losses | (146) | (134) | ||
Not due | Trade receivables [member] | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
Total | 458,802 | R$ 319450 | ||
from 1 to 60 days | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
(-) Expected credit losses | (261) | (40) | ||
from 1 to 60 days | Trade receivables [member] | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
Total | [1] | 36,995 | 20,020 | |
61 to 360 days | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
(-) Expected credit losses | (119) | (854) | ||
61 to 360 days | Trade receivables [member] | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
Total | 6,140 | 1,564 | ||
Over 360 days | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
(-) Expected credit losses | (127) | (31) | ||
Over 360 days | Trade receivables [member] | Gross amount | ||||
Disclosure of trade receivables by maturity date | ||||
Total | R$ 387 | R$ 544 | ||
[1] As of December 3 1 , 202 2 , the balance of trade receivable s overdue from 1 to 60 36,995 (R$ 20,020 as of December 31, 202 1 ), refers to a series of clients. The Group considers these extensions and delays as expected in its credit risk analysis. |
Trade receivables (Details 2)
Trade receivables (Details 2) - Trade receivables - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement of impairment loss on trade receivables | ||
Balance at beginning of period | R$ 1059 | R$ 692 |
Provision | (1,130) | (3,106) |
Reversal | 707 | 2,826 |
Write-off | 655 | |
Exchange variation | 174 | (87) |
Balance at end of period | R$ 653 | R$ 1059 |
Trade receivables (Details 3 -
Trade receivables (Details 3 - Textuals) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of trade receivables by maturity date | ||
Trade receivables | R$ 501671 | R$ 340519 |
from 1 to 60 days | Gross amount | ||
Disclosure of trade receivables by maturity date | ||
Trade receivables | R$ 36995 | R$ 20020 |
Other assets (Details)
Other assets (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Other assets. | |||
Prepaid expenses | [1] | R$ 37527 | R$ 29743 |
Rental security deposits | 3,179 | 2,471 | |
Advance payments to suppliers | 242 | 162 | |
Others | 975 | 592 | |
Total | 41,923 | 32,968 | |
Current | 38,269 | 29,994 | |
Non-current | 3,654 | 2,974 | |
Total | R$ 41923 | R$ 32968 | |
[1] Prepaid expenses are mostly comprised of prepaid insurance, mainly related to the directors and officers liability insurance , consulting , and software support prepayments . |
Property, plant and equipment_2
Property, plant and equipment (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | |||
Total | R$ 55266 | R$ 57721 | |
IT equipment | |||
Property, plant and equipment | |||
Total | 37,963 | 35,230 | |
Furniture and fixtures | |||
Property, plant and equipment | |||
Total | 5,064 | 6,283 | |
Leasehold improvements | |||
Property, plant and equipment | |||
Total | [1] | 12,226 | 16,051 |
Property, plant and equipment in progress | |||
Property, plant and equipment | |||
Total | R$ 13 | R$ 157 | |
[1] Improvements are depreciated on a straight-line basis o ver the duration of the lease agreement. |
Property, plant and equipment_3
Property, plant and equipment (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Property, plant and equipment | |||
Beginning balance | R$ 57721 | ||
Ending balance | 55,266 | R$ 57721 | |
Balance as of December 31 | 55,266 | 57,721 | |
Cost | |||
Property, plant and equipment | |||
Beginning balance | 108,581 | 76,880 | |
Exchange rate changes | (2,130) | 974 | |
Spin-off | (1,070) | ||
Addition due to business combination | 3,661 | 9,149 | |
Additions | 19,343 | 25,742 | |
Disposals | (22,089) | (3,094) | |
Transfers | 0 | 0 | |
Ending balance | 107,366 | 108,581 | |
Balance as of December 31 | 107,366 | 108,581 | |
Depreciation | |||
Property, plant and equipment | |||
Beginning balance | (50,860) | (38,109) | |
Exchange rate changes | 1,041 | (199) | |
Spin-off | 292 | ||
Depreciation additions | (21,451) | (15,073) | |
Disposals | 19,170 | 2,229 | |
Ending balance | (52,100) | (50,860) | |
Balance as of December 31 | (52,100) | (50,860) | |
IT equipment | |||
Property, plant and equipment | |||
Beginning balance | 35,230 | ||
Ending balance | 37,963 | 35,230 | |
Balance as of December 31 | 37,963 | 35,230 | |
IT equipment | Cost | |||
Property, plant and equipment | |||
Beginning balance | 63,640 | 34,852 | |
Exchange rate changes | (1,308) | 386 | |
Spin-off | (128) | ||
Addition due to business combination | 2,822 | 7,379 | |
Additions | 18,777 | 22,527 | |
Disposals | (8,390) | (1,376) | |
Transfers | 6 | 0 | |
Ending balance | 75,547 | 63,640 | |
Balance as of December 31 | 75,547 | 63,640 | |
IT equipment | Depreciation | |||
Property, plant and equipment | |||
Beginning balance | (28,410) | (19,445) | |
Exchange rate changes | 775 | (214) | |
Spin-off | 10 | ||
Depreciation additions | (16,645) | (9,625) | |
Disposals | 6,696 | 864 | |
Ending balance | (37,584) | (28,410) | |
Balance as of December 31 | (37,584) | (28,410) | |
Furniture and fixtures | |||
Property, plant and equipment | |||
Beginning balance | 6,283 | ||
Ending balance | 5,064 | 6,283 | |
Balance as of December 31 | 5,064 | 6,283 | |
Furniture and fixtures | Cost | |||
Property, plant and equipment | |||
Beginning balance | 13,869 | 12,941 | |
Exchange rate changes | (289) | 176 | |
Spin-off | (4) | ||
Addition due to business combination | 526 | 1,018 | |
Additions | 317 | 301 | |
Disposals | (4,115) | (563) | |
Transfers | 0 | 0 | |
Ending balance | 10,308 | 13,869 | |
Balance as of December 31 | 10,308 | 13,869 | |
Furniture and fixtures | Depreciation | |||
Property, plant and equipment | |||
Beginning balance | (7,586) | (6,577) | |
Exchange rate changes | 104 | (42) | |
Spin-off | 2 | ||
Depreciation additions | (1,405) | (1,451) | |
Disposals | 3,643 | 482 | |
Ending balance | (5,244) | (7,586) | |
Balance as of December 31 | (5,244) | (7,586) | |
Vehicles | |||
Property, plant and equipment | |||
Beginning balance | 0 | ||
Ending balance | 0 | 0 | |
Balance as of December 31 | 0 | 0 | |
Vehicles | Cost | |||
Property, plant and equipment | |||
Beginning balance | 0 | 86 | |
Exchange rate changes | 0 | 0 | |
Spin-off | 0 | ||
Addition due to business combination | 0 | 0 | |
Additions | 0 | 0 | |
Disposals | 0 | (86) | |
Transfers | 0 | 0 | |
Ending balance | 0 | 0 | |
Balance as of December 31 | 0 | 0 | |
Vehicles | Depreciation | |||
Property, plant and equipment | |||
Beginning balance | 0 | (59) | |
Exchange rate changes | 0 | 0 | |
Spin-off | 0 | ||
Depreciation additions | 0 | (5) | |
Disposals | 0 | 64 | |
Ending balance | 0 | 0 | |
Balance as of December 31 | 0 | 0 | |
Leasehold improvements | |||
Property, plant and equipment | |||
Beginning balance | [1] | 16,051 | |
Ending balance | [1] | 12,226 | 16,051 |
Balance as of December 31 | [1] | 12,226 | 16,051 |
Leasehold improvements | Cost | |||
Property, plant and equipment | |||
Beginning balance | 30,915 | 28,292 | |
Exchange rate changes | (553) | 375 | |
Spin-off | 0 | ||
Addition due to business combination | 313 | 752 | |
Additions | 95 | 1,052 | |
Disposals | (9,554) | (909) | |
Transfers | 262 | 1,353 | |
Ending balance | 21,498 | 30,915 | |
Balance as of December 31 | 21,498 | 30,915 | |
Leasehold improvements | Depreciation | |||
Property, plant and equipment | |||
Beginning balance | (14,864) | (11,832) | |
Exchange rate changes | 162 | 57 | |
Spin-off | 0 | ||
Depreciation additions | (3,401) | (3,908) | |
Disposals | 8,831 | 819 | |
Ending balance | (9,272) | (14,864) | |
Balance as of December 31 | (9,272) | (14,864) | |
Property, plant and equipment in progress | |||
Property, plant and equipment | |||
Beginning balance | 157 | ||
Ending balance | 13 | 157 | |
Balance as of December 31 | 13 | 157 | |
Property, plant and equipment in progress | Cost | |||
Property, plant and equipment | |||
Beginning balance | 157 | 222 | |
Exchange rate changes | 0 | 37 | |
Spin-off | (313) | ||
Addition due to business combination | 0 | 0 | |
Additions | 154 | 1,724 | |
Disposals | (30) | (160) | |
Transfers | (268) | (1,353) | |
Ending balance | 13 | 157 | |
Balance as of December 31 | 13 | 157 | |
Property, plant and equipment in progress | Depreciation | |||
Property, plant and equipment | |||
Beginning balance | 0 | 0 | |
Exchange rate changes | 0 | 0 | |
Spin-off | 0 | ||
Depreciation additions | 0 | 0 | |
Disposals | 0 | 0 | |
Ending balance | 0 | 0 | |
Balance as of December 31 | 0 | 0 | |
Hardware devices | |||
Property, plant and equipment | |||
Beginning balance | 0 | ||
Ending balance | 0 | 0 | |
Balance as of December 31 | 0 | 0 | |
Hardware devices | Cost | |||
Property, plant and equipment | |||
Beginning balance | 0 | 487 | |
Exchange rate changes | 0 | 0 | |
Spin-off | (625) | ||
Addition due to business combination | 0 | 0 | |
Additions | 0 | 138 | |
Disposals | 0 | 0 | |
Transfers | 0 | 0 | |
Ending balance | 0 | 0 | |
Balance as of December 31 | 0 | 0 | |
Hardware devices | Depreciation | |||
Property, plant and equipment | |||
Beginning balance | 0 | (196) | |
Exchange rate changes | 0 | 0 | |
Spin-off | 280 | ||
Depreciation additions | 0 | (84) | |
Disposals | 0 | 0 | |
Ending balance | 0 | 0 | |
Balance as of December 31 | R$ 0 | R$ 0 | |
[1] Improvements are depreciated on a straight-line basis o ver the duration of the lease agreement. |
Intangible assets (Details)
Intangible assets (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets | |||
Subtotal | R$ 318004 | R$ 119334 | |
Goodwill | 1,432,894 | 619,469 | |
Total | 1,750,898 | 738,803 | |
Software | |||
Intangible assets | |||
Subtotal | 5,641 | 2,399 | |
Total | 5,641 | 2,399 | |
Software in progress | |||
Intangible assets | |||
Subtotal | 1,032 | 391 | |
Total | 1,032 | 391 | |
Customer relationship | |||
Intangible assets | |||
Subtotal | 288,943 | 84,195 | |
Total | 288,943 | 84,195 | |
Non-compete agreement | |||
Intangible assets | |||
Subtotal | 10,865 | 13,897 | |
Total | 10,865 | 13,897 | |
Brands | |||
Intangible assets | |||
Subtotal | 7,464 | 14,541 | |
Total | 7,464 | 14,541 | |
Internally developed | Software | |||
Intangible assets | |||
Subtotal | [1] | 4,059 | 3,911 |
Total | R$ 4059 | R$ 3911 | |
[1] Refers to internal expenses with software development to be sold by the Group and also for internal use. |
Intangible assets (Details 1)
Intangible assets (Details 1) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets | |||
Goodwill arising from acquisition | R$ 1432894 | R$ 619469 | |
CI&T IN Software | |||
Intangible assets | |||
Goodwill arising from acquisition | [1] | 2,871 | 2,871 |
CI&T Japan | |||
Intangible assets | |||
Goodwill arising from acquisition | 1,007 | 1,233 | |
Comrade | |||
Intangible assets | |||
Goodwill arising from acquisition | [1] | 18,367 | 19,644 |
Dextra | |||
Intangible assets | |||
Goodwill arising from acquisition | [1] | 595,721 | 595,721 |
Somo | |||
Intangible assets | |||
Goodwill arising from acquisition | 260,466 | 0 | |
Box 1824 | |||
Intangible assets | |||
Goodwill arising from acquisition | [1] | 21,525 | 0 |
Transpire Technology Pty Ltd | |||
Intangible assets | |||
Goodwill arising from acquisition | 63,702 | 0 | |
Ntersol | |||
Intangible assets | |||
Goodwill arising from acquisition | R$ 469235 | R$ 0 | |
[1] Merged su bsidiarie s . |
Intangible assets (Details 2)
Intangible assets (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets | |||
Beginning balance | R$ 738803 | ||
Impairment loss | 0 | R$ 21895 | R$ 0 |
Ending balance | 1,750,898 | 738,803 | |
Balance at December 31 | 1,750,898 | 738,803 | |
Somo | |||
Intangible assets | |||
Additions due to business combination | 374,464 | ||
Box 1824 | |||
Intangible assets | |||
Additions due to business combination | 33,506 | ||
Transpire Group | |||
Intangible assets | |||
Additions due to business combination | 81,887 | ||
NTERSOL Group | |||
Intangible assets | |||
Additions due to business combination | 620,163 | ||
Cost | |||
Intangible assets | |||
Beginning balance | 771,307 | 37,768 | |
Additions due to business combination | 744,244 | ||
Exchange rate changes | (55,617) | 9,216 | |
Additions | 3,624 | 4,165 | |
Impairment loss | (23,518) | ||
Write-off | (1,117) | (568) | |
Transfers | 0 | 0 | |
Ending balance | 1,828,217 | 771,307 | 37,768 |
Balance at December 31 | 1,828,217 | 771,307 | 37,768 |
Amortization | |||
Intangible assets | |||
Beginning balance | (32,504) | (19,602) | |
Exchange rate changes | 89 | (32) | |
Amortization additions | (45,942) | (14,516) | |
Impairment loss | 1,624 | ||
Write-off | 1,038 | 22 | |
Ending balance | (77,319) | (32,504) | (19,602) |
Balance at December 31 | (77,319) | (32,504) | (19,602) |
Software | |||
Intangible assets | |||
Beginning balance | 2,399 | ||
Ending balance | 5,641 | 2,399 | |
Balance at December 31 | 5,641 | 2,399 | |
Software | Cost | |||
Intangible assets | |||
Beginning balance | 11,942 | 9,732 | |
Additions due to business combination | 191 | ||
Exchange rate changes | (7) | 38 | |
Additions | 901 | 1,999 | |
Impairment loss | 0 | ||
Write-off | (1,078) | (18) | |
Transfers | 50 | 0 | |
Ending balance | 15,186 | 11,942 | 9,732 |
Balance at December 31 | 15,186 | 11,942 | 9,732 |
Software | Cost | Somo | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Software | Cost | Box 1824 | |||
Intangible assets | |||
Additions due to business combination | 15 | ||
Software | Cost | Transpire Group | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Software | Cost | NTERSOL Group | |||
Intangible assets | |||
Additions due to business combination | 3,363 | ||
Software | Amortization | |||
Intangible assets | |||
Beginning balance | (9,543) | (8,636) | |
Exchange rate changes | 89 | (32) | |
Amortization additions | (1,129) | (893) | |
Impairment loss | 0 | ||
Write-off | 1,038 | 18 | |
Ending balance | (9,545) | (9,543) | (8,636) |
Balance at December 31 | (9,545) | (9,543) | (8,636) |
Software in progress | |||
Intangible assets | |||
Beginning balance | 391 | ||
Ending balance | 1,032 | 391 | |
Balance at December 31 | 1,032 | 391 | |
Software in progress | Cost | |||
Intangible assets | |||
Beginning balance | 391 | 115 | |
Additions due to business combination | 0 | ||
Exchange rate changes | 0 | 0 | |
Additions | 2,723 | 738 | |
Impairment loss | 0 | ||
Write-off | (32) | (550) | |
Transfers | (2,050) | 88 | |
Ending balance | 1,032 | 391 | 115 |
Balance at December 31 | 1,032 | 391 | 115 |
Software in progress | Cost | Somo | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Software in progress | Cost | Box 1824 | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Software in progress | Cost | Transpire Group | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Software in progress | Cost | NTERSOL Group | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Software in progress | Amortization | |||
Intangible assets | |||
Beginning balance | 0 | 0 | |
Exchange rate changes | 0 | 0 | |
Amortization additions | 0 | 0 | |
Impairment loss | 0 | ||
Write-off | 0 | 0 | |
Ending balance | 0 | 0 | 0 |
Balance at December 31 | 0 | 0 | 0 |
Customer relationship | |||
Intangible assets | |||
Beginning balance | 84,195 | ||
Ending balance | 288,943 | 84,195 | |
Balance at December 31 | 288,943 | 84,195 | |
Customer relationship | Cost | |||
Intangible assets | |||
Beginning balance | 88,961 | 0 | |
Additions due to business combination | 88,961 | ||
Exchange rate changes | 2,020 | 0 | |
Additions | 0 | 0 | |
Impairment loss | 0 | ||
Write-off | 0 | 0 | |
Transfers | 0 | 0 | |
Ending balance | 313,259 | 88,961 | 0 |
Balance at December 31 | 313,259 | 88,961 | 0 |
Customer relationship | Cost | Somo | |||
Intangible assets | |||
Additions due to business combination | 49,539 | ||
Customer relationship | Cost | Box 1824 | |||
Intangible assets | |||
Additions due to business combination | 6,430 | ||
Customer relationship | Cost | Transpire Group | |||
Intangible assets | |||
Additions due to business combination | 12,665 | ||
Customer relationship | Cost | NTERSOL Group | |||
Intangible assets | |||
Additions due to business combination | 153,644 | ||
Customer relationship | Amortization | |||
Intangible assets | |||
Beginning balance | (4,766) | 0 | |
Exchange rate changes | 0 | 0 | |
Amortization additions | (19,550) | (4,766) | |
Impairment loss | 0 | ||
Write-off | 0 | 0 | |
Ending balance | (24,316) | (4,766) | 0 |
Balance at December 31 | (24,316) | (4,766) | 0 |
Non-compete agreement | |||
Intangible assets | |||
Beginning balance | 13,897 | ||
Ending balance | 10,865 | 13,897 | |
Balance at December 31 | 10,865 | 13,897 | |
Non-compete agreement | Cost | |||
Intangible assets | |||
Beginning balance | 13,462 | 0 | |
Additions due to business combination | 16,257 | ||
Exchange rate changes | 0 | 0 | |
Additions | 0 | 0 | |
Impairment loss | (2,795) | ||
Write-off | 0 | 0 | |
Transfers | 0 | 0 | |
Ending balance | 13,462 | 13,462 | 0 |
Balance at December 31 | 13,462 | 13,462 | 0 |
Non-compete agreement | Cost | Somo | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Non-compete agreement | Cost | Box 1824 | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Non-compete agreement | Cost | Transpire Group | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Non-compete agreement | Cost | NTERSOL Group | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Non-compete agreement | Amortization | |||
Intangible assets | |||
Beginning balance | (435) | 0 | |
Exchange rate changes | 0 | 0 | |
Amortization additions | (3,032) | (1,189) | |
Impairment loss | 1,624 | ||
Write-off | 0 | 0 | |
Ending balance | (2,597) | (435) | 0 |
Balance at December 31 | (2,597) | (435) | 0 |
Brands | |||
Intangible assets | |||
Beginning balance | 14,541 | ||
Ending balance | 7,464 | 14,541 | |
Balance at December 31 | 7,464 | 14,541 | |
Brands | Cost | |||
Intangible assets | |||
Beginning balance | 20,501 | 0 | |
Additions due to business combination | 20,501 | ||
Exchange rate changes | 0 | 0 | |
Additions | 0 | 0 | |
Impairment loss | 0 | ||
Write-off | (7) | 0 | |
Transfers | 0 | 0 | |
Ending balance | 33,798 | 20,501 | 0 |
Balance at December 31 | 33,798 | 20,501 | 0 |
Brands | Cost | Somo | |||
Intangible assets | |||
Additions due to business combination | 7,746 | ||
Brands | Cost | Box 1824 | |||
Intangible assets | |||
Additions due to business combination | 5,536 | ||
Brands | Cost | Transpire Group | |||
Intangible assets | |||
Additions due to business combination | 22 | ||
Brands | Cost | NTERSOL Group | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Brands | Amortization | |||
Intangible assets | |||
Beginning balance | (5,960) | 0 | |
Exchange rate changes | 0 | 0 | |
Amortization additions | (20,374) | (5,960) | |
Impairment loss | 0 | ||
Write-off | 0 | 0 | |
Ending balance | (26,334) | (5,960) | 0 |
Balance at December 31 | (26,334) | (5,960) | 0 |
Goodwill | |||
Intangible assets | |||
Beginning balance | 619,469 | ||
Ending balance | 1,432,894 | 619,469 | |
Balance at December 31 | 1,432,894 | 619,469 | |
Goodwill | Cost | |||
Intangible assets | |||
Beginning balance | 619,469 | 14,570 | |
Additions due to business combination | 595,721 | ||
Exchange rate changes | (57,630) | 9,178 | |
Additions | 0 | 0 | |
Impairment loss | 0 | ||
Write-off | 0 | 0 | |
Transfers | 0 | 0 | |
Ending balance | 1,432,894 | 619,469 | 14,570 |
Balance at December 31 | 1,432,894 | 619,469 | 14,570 |
Goodwill | Cost | Somo | |||
Intangible assets | |||
Additions due to business combination | 317,179 | ||
Goodwill | Cost | Box 1824 | |||
Intangible assets | |||
Additions due to business combination | 21,525 | ||
Goodwill | Cost | Transpire Group | |||
Intangible assets | |||
Additions due to business combination | 69,195 | ||
Goodwill | Cost | NTERSOL Group | |||
Intangible assets | |||
Additions due to business combination | 463,156 | ||
Goodwill | Amortization | |||
Intangible assets | |||
Beginning balance | 0 | 0 | |
Exchange rate changes | 0 | 0 | |
Amortization additions | 0 | 0 | |
Impairment loss | 0 | ||
Write-off | 0 | 0 | |
Ending balance | 0 | 0 | 0 |
Balance at December 31 | 0 | 0 | 0 |
Internally developed | Software | |||
Intangible assets | |||
Beginning balance | 3,911 | ||
Ending balance | 4,059 | 3,911 | |
Balance at December 31 | 4,059 | 3,911 | |
Internally developed | Software | Cost | |||
Intangible assets | |||
Beginning balance | 16,581 | 13,351 | |
Additions due to business combination | 22,613 | ||
Exchange rate changes | 0 | 0 | |
Additions | 0 | 1,428 | |
Impairment loss | (20,723) | ||
Write-off | 0 | 0 | |
Transfers | 2,000 | (88) | |
Ending balance | 18,586 | 16,581 | 13,351 |
Balance at December 31 | 18,586 | 16,581 | 13,351 |
Internally developed | Software | Cost | Somo | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Internally developed | Software | Cost | Box 1824 | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Internally developed | Software | Cost | Transpire Group | |||
Intangible assets | |||
Additions due to business combination | 5 | ||
Internally developed | Software | Cost | NTERSOL Group | |||
Intangible assets | |||
Additions due to business combination | 0 | ||
Internally developed | Software | Amortization | |||
Intangible assets | |||
Beginning balance | (12,670) | (10,966) | |
Exchange rate changes | 0 | 0 | |
Amortization additions | (1,857) | (1,708) | |
Impairment loss | 0 | ||
Write-off | 0 | 4 | |
Ending balance | (14,527) | (12,670) | (10,966) |
Balance at December 31 | R$ 14527 | R$ 12670 | R$ 10966 |
Intangible assets (Details 3)
Intangible assets (Details 3) - Cash-generating units | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of information for cash-generating units | ||
Discount rate - before tax | 25% | 19.06% |
Discount rate - after tax | 17% | 12.94% |
Budgeted EBITDA growth rate (average for the next five years) | 22% | 22% |
Terminal value growth rate: | 3% | 3.50% |
Intangible assets (Details 4 -
Intangible assets (Details 4 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets | |||
Impairment of intangible assets | R$ 0 | R$ 21895 | R$ 0 |
Non-compete agreement | Dextra Technologies S.A. | |||
Intangible assets | |||
Residual amount of intangible assets | 1,171 | ||
Internally developed | Software | Dextra Technologies S.A. | |||
Intangible assets | |||
Write-off | R$ 20723 |
Intangible assets (Details 5 -
Intangible assets (Details 5 - Textuals) - Cash-generating units - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of information for cash-generating units | ||
Amount by which unit's recoverable amount exceeds its carrying amount | R$ 1987 | R$ 1919 |
Forecast period of financial projections | 5 years | |
Forecast period of cash flow projections | 5 years | |
Forecast period of revenue growth projections | 5 years | |
Percentage of EBITDA margin on net revenue per annum | 22% | |
Bottom of range | ||
Disclosure of information for cash-generating units | ||
Average revenue growth rate per annum | 28% | |
Top of range | ||
Disclosure of information for cash-generating units | ||
Average revenue growth rate per annum | 43% |
Leases (Details)
Leases (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use asset | ||
Total | R$ 56187 | R$ 73827 |
Properties | ||
Right-of-use asset | ||
Total | 48,415 | 69,441 |
Vehicles | ||
Right-of-use asset | ||
Total | 7,772 | 4,173 |
IT equipment | ||
Right-of-use asset | ||
Total | R$ 0 | R$ 213 |
Leases (Details 1)
Leases (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Right-of-use asset | ||
Right-of-use asset at beginning of period | R$ 73827 | |
Right-of-use asset at end of period | 56,187 | R$ 73827 |
Net balance at | 56,187 | 73,827 |
Cost | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | 114,863 | 94,408 |
Additions due to business combination (note 9.c) | 11,035 | 5,414 |
Foreign currency difference | (3,226) | 2,747 |
Additions | 15,074 | 15,539 |
Derecognition of right-of-use assets | (34,961) | (4,563) |
Right-of-use asset at end of period | 102,785 | 114,863 |
Increase (Decrease) Through Remeasurement of Right-of-Use Assets | 1,318 | |
Net balance at | 102,785 | 114,863 |
Depreciation | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | (41,037) | (24,643) |
Foreign currency difference | 123 | (857) |
Depreciation | (27,165) | (18,763) |
Derecognition of right-of-use assets | 21,481 | 3,602 |
Right-of-use asset at end of period | (46,598) | (41,037) |
Increase (Decrease) Through Remeasurement of Right-of-Use Assets | (376) | |
Net balance at | (46,598) | (41,037) |
Properties | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | 69,441 | |
Right-of-use asset at end of period | 48,415 | 69,441 |
Net balance at | 48,415 | 69,441 |
Properties | Cost | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | 107,640 | 88,549 |
Additions due to business combination (note 9.c) | 11,035 | 5,414 |
Foreign currency difference | (3,226) | 2,744 |
Additions | 8,144 | 11,815 |
Derecognition of right-of-use assets | (33,006) | (2,200) |
Right-of-use asset at end of period | 90,587 | 107,640 |
Increase (Decrease) Through Remeasurement of Right-of-Use Assets | 1,318 | |
Net balance at | 90,587 | 107,640 |
Properties | Depreciation | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | (38,200) | (22,090) |
Foreign currency difference | 123 | (856) |
Depreciation | (23,679) | (16,535) |
Derecognition of right-of-use assets | 19,584 | 1,657 |
Right-of-use asset at end of period | (42,172) | (38,200) |
Increase (Decrease) Through Remeasurement of Right-of-Use Assets | (376) | |
Net balance at | (42,172) | (38,200) |
Vehicles | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | 4,173 | |
Right-of-use asset at end of period | 7,772 | 4,173 |
Net balance at | 7,772 | 4,173 |
Vehicles | Cost | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | 6,372 | 5,008 |
Additions due to business combination (note 9.c) | 0 | 0 |
Foreign currency difference | 0 | 3 |
Additions | 6,930 | 3,724 |
Derecognition of right-of-use assets | (1,104) | (2,363) |
Right-of-use asset at end of period | 12,198 | 6,372 |
Increase (Decrease) Through Remeasurement of Right-of-Use Assets | 0 | |
Net balance at | 12,198 | 6,372 |
Vehicles | Depreciation | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | (2,199) | (2,199) |
Foreign currency difference | 0 | (1) |
Depreciation | (3,273) | (1,944) |
Derecognition of right-of-use assets | 1,046 | 1,945 |
Right-of-use asset at end of period | (4,426) | (2,199) |
Increase (Decrease) Through Remeasurement of Right-of-Use Assets | 0 | |
Net balance at | (4,426) | (2,199) |
IT equipment | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | 213 | |
Right-of-use asset at end of period | 0 | 213 |
Net balance at | 0 | 213 |
IT equipment | Cost | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | 851 | 851 |
Additions due to business combination (note 9.c) | 0 | 0 |
Foreign currency difference | 0 | 0 |
Additions | 0 | 0 |
Derecognition of right-of-use assets | (851) | 0 |
Right-of-use asset at end of period | 0 | 851 |
Increase (Decrease) Through Remeasurement of Right-of-Use Assets | 0 | |
Net balance at | 0 | 851 |
IT equipment | Depreciation | ||
Right-of-use asset | ||
Right-of-use asset at beginning of period | (638) | (354) |
Foreign currency difference | 0 | 0 |
Depreciation | (213) | (284) |
Derecognition of right-of-use assets | 851 | 0 |
Right-of-use asset at end of period | 0 | (638) |
Increase (Decrease) Through Remeasurement of Right-of-Use Assets | 0 | |
Net balance at | R$ 0 | R$ 638 |
Leases (Details 2)
Leases (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use asset | ||
Total | R$ 62808 | R$ 81888 |
Current | 21,539 | 21,214 |
Non-current | 41,269 | 60,674 |
Total | R$ 62808 | R$ 81888 |
Properties | ||
Right-of-use asset | ||
Average discount rate (per year) | 8.26% | 10.88% |
Total | R$ 54369 | R$ 77366 |
Total | R$ 54369 | R$ 77366 |
Vehicles | ||
Right-of-use asset | ||
Average discount rate (per year) | 16.63% | 14.54% |
Total | R$ 8439 | R$ 4285 |
Total | R$ 8439 | R$ 4285 |
IT equipment | ||
Right-of-use asset | ||
Average discount rate (per year) | 7.70% | 7.70% |
Total | R$ 0 | R$ 237 |
Total | R$ 0 | R$ 237 |
Leases (Details 3 - Textuals)
Leases (Details 3 - Textuals) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Period of lease term of short-term leases | 12 months | ||
Rental expenses | R$ 5815 | R$ 5922 | R$ 4669 |
Loans and borrowings (Details)
Loans and borrowings (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Loans and borrowings | |||
Total loans and borrowings | R$ 974231 | R$ 788709 | |
Itaú | 4.82% p.a. | 2022 | |||
Loans and borrowings | |||
Total loans and borrowings | [1] | R$ 0 | 2,349 |
Loans and borrowings, Currency | [1] | US$ | |
Itaú | 4.82% p.a. | 2022 | Weighted average | |||
Loans and borrowings | |||
Average interest rate per year (%) | [1] | 4.82% | |
Itaú | 4.86% p.a. | 2023 | |||
Loans and borrowings | |||
Total loans and borrowings | [2] | R$ 53500 | 0 |
Loans and borrowings, Currency | [2] | US$ | |
Itaú | 4.86% p.a. | 2023 | Weighted average | |||
Loans and borrowings | |||
Average interest rate per year (%) | [2] | 4.86% | |
Citibank | Libor 3 months rate + 1.90% | 2022 | |||
Loans and borrowings | |||
Total loans and borrowings | [3] | R$ 0 | 11,164 |
Loans and borrowings, Currency | [3] | US$ | |
Loans and borrowings, interest rate basis | [3] | Libor 3 months rate | |
Loans and borrowings, adjustment to interest rate basis | [3] | 1.90% | |
Citibank | 4.06% p.a. / 2.28% p.a. | 2023 | |||
Loans and borrowings | |||
Total loans and borrowings | [2] | R$ 14937 | 28,328 |
Loans and borrowings, Currency | [2] | US$ | |
Citibank | 4.06% p.a. / 2.28% p.a. | 2023 | Minimum | |||
Loans and borrowings | |||
Average interest rate per year (%) | [2] | 4.06% | |
Citibank | 4.06% p.a. / 2.28% p.a. | 2023 | Maximum | |||
Loans and borrowings | |||
Average interest rate per year (%) | [2] | 2.28% | |
Citibank | 3.80% p.a. | 2023 | |||
Loans and borrowings | |||
Total loans and borrowings | [2] | R$ 10191 | 0 |
Loans and borrowings, Currency | [2] | US$ | |
Citibank | 3.80% p.a. | 2023 | Weighted average | |||
Loans and borrowings | |||
Average interest rate per year (%) | [2] | 3.80% | |
Citibank | Libor 3 months rate + 2.07% | 2026 | |||
Loans and borrowings | |||
Total loans and borrowings | [2] | R$ 129701 | 168,169 |
Loans and borrowings, Currency | [2] | US$ | |
Loans and borrowings, interest rate basis | [2] | Libor 3 months rate | |
Citibank | Libor 3 months rate + 2.07% | 2026 | Minimum | |||
Loans and borrowings | |||
Loans and borrowings, adjustment to interest rate basis | [2] | 2.07% | |
Citibank | SOFR 2.79% p.a. | 2027 | |||
Loans and borrowings | |||
Total loans and borrowings | [4] | R$ 209193 | 0 |
Loans and borrowings, Currency | [4] | US$ | |
Loans and borrowings, interest rate basis | [4] | SOFR | |
Loans and borrowings, adjustment to interest rate basis | [4] | 2.79% | |
Banco do Brasil | 3.68% p.a. | 2022 | |||
Loans and borrowings | |||
Total loans and borrowings | [2] | R$ 0 | 56,551 |
Loans and borrowings, Currency | [2] | US$ | |
Average interest rate per year (%) | [2] | 3.68% | |
Bradesco | CDI + 1.10% p.a. | 2023 | |||
Loans and borrowings | |||
Total loans and borrowings | [1] | R$ 1669 | 11,684 |
Loans and borrowings, Currency | [1] | R$ | |
Loans and borrowings, interest rate basis | [1] | CDI | |
Loans and borrowings, adjustment to interest rate basis | [1] | 1.10% | |
Bradesco | 3.98% p.a. | 2023 | |||
Loans and borrowings | |||
Total loans and borrowings | [2] | R$ 15183 | 0 |
Loans and borrowings, Currency | [2] | US$ | |
Bradesco | 3.98% p.a. | 2023 | Weighted average | |||
Loans and borrowings | |||
Average interest rate per year (%) | [2] | 3.98% | |
Bradesco | CDI + 1.75% p.a. | 2026 | |||
Loans and borrowings | |||
Total loans and borrowings | [1] | R$ 296774 | 306,417 |
Loans and borrowings, Currency | [1] | R$ | |
Loans and borrowings, interest rate basis | [1] | CDI | |
Loans and borrowings, adjustment to interest rate basis | [1] | 1.75% | |
Santander Bank S/A | CDI + 1.60% p.a. | 2026 | |||
Loans and borrowings | |||
Total loans and borrowings | [4] | R$ 0 | 204,047 |
Loans and borrowings, Currency | [4] | R$ | |
Loans and borrowings, interest rate basis | [4] | CDI | |
Loans and borrowings, adjustment to interest rate basis | [4] | 1.60% | |
Santander | 5.02% p.a. | 2026 | |||
Loans and borrowings | |||
Total loans and borrowings | [4] | R$ 111106 | 0 |
Loans and borrowings, Currency | [4] | US$ | |
Santander | 5.02% p.a. | 2026 | Weighted average | |||
Loans and borrowings | |||
Average interest rate per year (%) | [4] | 5.02% | |
HSBC | SOFR 2.90% p.a. | 2027 | |||
Loans and borrowings | |||
Total loans and borrowings | [4] | R$ 131977 | R$ 0 |
Loans and borrowings, interest rate basis | [4] | SOFR | |
Loans and borrowings, adjustment to interest rate basis | [4] | 2.90% | |
[1] Export credit not e - NCE: Refers to financing to export software development services. Advance on Foreign Exchange Contract (ACC). Refers to Revolving Credit Facility. Refers to Law 4131 - Foreign currency loans granted by the banks abroad to a Brazilian company. |
Loans and borrowings (Details 1
Loans and borrowings (Details 1) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Loans and borrowings | ||
Current | R$ 231296 | R$ 164403 |
Non-current | 742,935 | 624,306 |
Total | R$ 974231 | R$ 788709 |
Loans and borrowings (Details 2
Loans and borrowings (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Loans and borrowings | ||
Non-current liabilities | R$ 742935 | R$ 624306 |
2024 | ||
Loans and borrowings | ||
Non-current liabilities | 168,668 | |
2025 | ||
Loans and borrowings | ||
Non-current liabilities | 239,632 | |
2026 | ||
Loans and borrowings | ||
Non-current liabilities | 230,281 | |
2027 | ||
Loans and borrowings | ||
Non-current liabilities | R$ 104354 |
Loans and borrowings (Details 3
Loans and borrowings (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in cash flow from financing activities | |||
Proceeds from loans and borrowings | R$ 527507 | R$ 740596 | R$ 144269 |
Issuance of common shares at initial public offering | 0 | 915,947 | 0 |
Transaction cost of offering | 0 | (55,874) | 0 |
Share-based plan contributions | 0 | 1,282 | 0 |
Settlement of derivatives | 390 | 0 | 0 |
Interest on equity paid | 0 | (6,288) | (4,276) |
Dividends paid (note 22) | 0 | (126,045) | (30,977) |
Net cash from financing activities | 100,663 | 1,376,766 | 5,409 |
Other changes - liabilities | |||
Interest expenses | 73,837 | 29,729 | 10,304 |
Aggregated liabilities arising from financing activities | |||
The reconciliation of change in liabilities to cash flows arising from financing activities | |||
Beginning balance | 1,922,639 | 280,530 | 142,179 |
Changes in cash flow from financing activities | |||
Proceeds from loans and borrowings | 527,507 | 740,596 | 144,269 |
Loans, borrowings and lease liabilities payments | (377,564) | (92,852) | (103,607) |
Issuance of common shares at initial public offering | 915,947 | ||
Transaction cost of offering | (66,876) | ||
Share-based plan contributions | 12,668 | 1,282 | |
Settlement of derivatives | 390 | ||
Interest on equity paid | (6,288) | (4,276) | |
Dividends paid (note 22) | (126,045) | (30,977) | |
Net cash from financing activities | 163,001 | 1,365,764 | 5,409 |
Exchange rate changes | (982) | 2,655 | 8,967 |
Other changes - liabilities | |||
Additions due to business combination (note 9.2.c/9.4.c/9.5.c) | 51,005 | 6,139 | |
New leases | 15,074 | 15,504 | 16,715 |
Remeasurement | 1,351 | ||
Interest expenses | 72,021 | 29,735 | 10,304 |
Interest paid | (76,265) | (17,902) | (8,903) |
Other borrowing/lease costs | (31,657) | 22,048 | 2,508 |
Early lease termination | (12,697) | (1,135) | (11,037) |
Total other changes - liabilities | 17,481 | 55,740 | 9,587 |
Total other changes - equity | 336,554 | 217,950 | 114,388 |
Ending balance | 2,439,083 | 1,922,639 | 280,530 |
Loans and borrowings | |||
The reconciliation of change in liabilities to cash flows arising from financing activities | |||
Beginning balance | 788,709 | 89,230 | 27,849 |
Changes in cash flow from financing activities | |||
Proceeds from loans and borrowings | 527,507 | 740,596 | 144,269 |
Loans, borrowings and lease liabilities payments | (350,571) | (75,196) | (88,107) |
Issuance of common shares at initial public offering | 0 | ||
Transaction cost of offering | 0 | ||
Share-based plan contributions | 0 | 0 | |
Settlement of derivatives | 390 | ||
Interest on equity paid | 0 | 0 | |
Dividends paid (note 22) | 0 | 0 | |
Net cash from financing activities | 177,326 | 665,400 | 56,162 |
Exchange rate changes | 1,707 | 601 | 1,310 |
Other changes - liabilities | |||
Additions due to business combination (note 9.2.c/9.4.c/9.5.c) | 39,970 | 0 | |
New leases | 0 | 0 | 0 |
Remeasurement | 0 | ||
Interest expenses | 68,198 | 23,366 | 5,281 |
Interest paid | (70,096) | (12,149) | (3,880) |
Other borrowing/lease costs | (31,193) | 22,261 | 2,508 |
Early lease termination | 0 | 0 | 0 |
Total other changes - liabilities | 6,879 | 33,478 | 3,909 |
Total other changes - equity | 0 | 0 | 0 |
Ending balance | 974,621 | 788,709 | 89,230 |
Leases (note 15.b) | |||
The reconciliation of change in liabilities to cash flows arising from financing activities | |||
Beginning balance | 81,888 | 75,228 | 77,393 |
Changes in cash flow from financing activities | |||
Proceeds from loans and borrowings | 0 | 0 | 0 |
Loans, borrowings and lease liabilities payments | (26,993) | (17,656) | (15,500) |
Issuance of common shares at initial public offering | 0 | ||
Transaction cost of offering | 0 | ||
Share-based plan contributions | 0 | 0 | |
Settlement of derivatives | 0 | ||
Interest on equity paid | 0 | 0 | |
Dividends paid (note 22) | 0 | 0 | |
Net cash from financing activities | (26,993) | (17,656) | (15,500) |
Exchange rate changes | (2,689) | 2,054 | 7,657 |
Other changes - liabilities | |||
Additions due to business combination (note 9.2.c/9.4.c/9.5.c) | 11,035 | 6,139 | |
New leases | 15,074 | 15,504 | 16,715 |
Remeasurement | 1,351 | ||
Interest expenses | 3,823 | 6,369 | 5,023 |
Interest paid | (6,169) | (5,753) | (5,023) |
Other borrowing/lease costs | (464) | (213) | 0 |
Early lease termination | (12,697) | (1,135) | (11,037) |
Total other changes - liabilities | 10,602 | 22,262 | 5,678 |
Total other changes - equity | 0 | 0 | 0 |
Ending balance | 62,808 | 81,888 | 75,228 |
Share premium and Reserves | |||
The reconciliation of change in liabilities to cash flows arising from financing activities | |||
Beginning balance | 1,052,042 | 116,072 | |
Changes in cash flow from financing activities | |||
Proceeds from loans and borrowings | 0 | 0 | |
Loans, borrowings and lease liabilities payments | 0 | 0 | |
Issuance of common shares at initial public offering | 915,947 | ||
Transaction cost of offering | (66,876) | ||
Share-based plan contributions | 12,668 | 1,282 | |
Settlement of derivatives | 0 | ||
Interest on equity paid | (6,288) | ||
Dividends paid (note 22) | (126,045) | ||
Net cash from financing activities | 12,668 | 718,020 | |
Exchange rate changes | 0 | 0 | |
Other changes - liabilities | |||
Additions due to business combination (note 9.2.c/9.4.c/9.5.c) | 0 | 0 | |
New leases | 0 | 0 | |
Remeasurement | 0 | ||
Interest expenses | 0 | 0 | |
Interest paid | 0 | 0 | |
Other borrowing/lease costs | 0 | 0 | |
Early lease termination | 0 | 0 | |
Total other changes - liabilities | 0 | 0 | |
Total other changes - equity | 336,554 | 217,950 | |
Ending balance | R$ 1401264 | 1,052,042 | 116,072 |
Net equity Reserves | |||
The reconciliation of change in liabilities to cash flows arising from financing activities | |||
Beginning balance | R$ 116072 | 36,937 | |
Changes in cash flow from financing activities | |||
Proceeds from loans and borrowings | 0 | ||
Loans, borrowings and lease liabilities payments | 0 | ||
Interest on equity paid | (4,276) | ||
Dividends paid (note 22) | (30,977) | ||
Net cash from financing activities | (35,253) | ||
Exchange rate changes | 0 | ||
Other changes - liabilities | |||
New leases | 0 | ||
Interest expenses | 0 | ||
Interest paid | 0 | ||
Other borrowing/lease costs | 0 | ||
Early lease termination | 0 | ||
Total other changes - liabilities | 0 | ||
Total other changes - equity | 114,388 | ||
Ending balance | R$ 116072 |
Loans and borrowings (Details 4
Loans and borrowings (Details 4 - Textuals) | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 01, 2022 | Jun. 01, 2022 |
Loans and borrowings | ||||
Number of events that required prior communication from creditors | 3 | |||
Box 1824 | ||||
Loans and borrowings | ||||
Percentage of voting equity interests acquired | 100% | |||
Transpire Group | ||||
Loans and borrowings | ||||
Percentage of voting equity interests acquired | 100% | 100% |
Salaries and welfare charges (D
Salaries and welfare charges (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Salaries and welfare charges | ||
Salaries | R$ 30551 | R$ 31342 |
Accrued vacation and charges | 107,801 | 83,750 |
Bonus | 64,815 | 72,810 |
Withholding income tax | 29,267 | 20,604 |
Payroll charges (social contributions) | 15,168 | 18,124 |
Others | 12,554 | 7,543 |
Total | R$ 260156 | R$ 234173 |
Accounts payable for business_3
Accounts payable for business combination (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Jun. 01, 2022 | Jan. 27, 2022 | Dec. 31, 2021 | Aug. 10, 2021 |
Accounts payable for business combination | |||||
Total | R$ 204949 | R$ 85726 | R$ 0 | ||
Current | 71,650 | 48,923 | |||
Non-current | 133,299 | 36,803 | |||
Total | 204,949 | 85,726 | 0 | ||
Dextra | |||||
Accounts payable for business combination | |||||
Accounts payable to former shareholders (i) | 0 | 48,817 | |||
Retained amount | 34,183 | 30,000 | |||
Other | 0 | 6,909 | |||
Total | 34,183 | 85,726 | 0 | ||
Total | 34,183 | 85,726 | R$ 0 | ||
Somo | |||||
Accounts payable for business combination | |||||
Earn-out | 61,529 | 0 | |||
Escrow account | 20,091 | R$ 23061 | 0 | ||
Other | 2,148 | 0 | |||
Total | 83,768 | 0 | |||
Total | 83,768 | 0 | |||
Box 1824 | |||||
Accounts payable for business combination | |||||
Retained amount | 9,165 | 0 | |||
Other | 974 | R$ 974 | 0 | ||
Total | 10,139 | 0 | |||
Total | 10,139 | 0 | |||
NTERSOL | |||||
Accounts payable for business combination | |||||
Retained amount | 76,084 | ||||
Other | 775 | 0 | |||
Total | 76,859 | 0 | |||
Total | R$ 76859 | R$ 0 |
Accounts payable for business_4
Accounts payable for business combination (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Accounts payable for business combination | |||
Balance at beginning of period | R$ 85726 | ||
Monetary adjustment (i) | [1] | 9,108 | R$ 3091 |
Price adjustment review | 2,582 | ||
Acquisitions (note 9) | 177,541 | 133,573 | |
Exchange variation | (11,114) | ||
Fair value adjustment | 9,132 | ||
Payment | (68,026) | (50,938) | |
Balance at end of period | 204,949 | 85,726 | |
Dextra | |||
Accounts payable for business combination | |||
Balance at beginning of period | 85,726 | ||
Monetary adjustment (i) | [1] | 8,430 | 3,091 |
Price adjustment review | 2,365 | ||
Acquisitions (note 9) | 0 | 133,573 | |
Exchange variation | 0 | ||
Fair value adjustment | 0 | ||
Payment | (62,338) | (50,938) | |
Balance at end of period | 34,183 | 85,726 | |
Somo | |||
Accounts payable for business combination | |||
Balance at beginning of period | 0 | ||
Monetary adjustment (i) | [1] | 0 | |
Price adjustment review | 0 | ||
Acquisitions (note 9) | 92,600 | ||
Exchange variation | (12,102) | ||
Fair value adjustment | 8,958 | ||
Payment | (5,688) | ||
Balance at end of period | 83,768 | 0 | |
Box 1824 | |||
Accounts payable for business combination | |||
Balance at beginning of period | 0 | ||
Monetary adjustment (i) | [1] | 678 | |
Price adjustment review | (558) | ||
Acquisitions (note 9) | 9,845 | ||
Exchange variation | 0 | ||
Fair value adjustment | 174 | ||
Payment | 0 | ||
Balance at end of period | 10,139 | 0 | |
NTERSOL | |||
Accounts payable for business combination | |||
Balance at beginning of period | 0 | ||
Monetary adjustment (i) | [1] | 0 | |
Price adjustment review | 775 | ||
Acquisitions (note 9) | 75,096 | ||
Exchange variation | 988 | ||
Fair value adjustment | 0 | ||
Payment | 0 | ||
Balance at end of period | R$ 76859 | R$ 0 | |
[1] Adjusted by the CDI rate. |
Provisions (Details)
Provisions (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions | ||
Balance at beginning of period | R$ 633 | R$ 161 |
Provisions | 659 | 472 |
Provisions assumed in a business combination (note 9.3.c) | 13,583 | |
Reversal of provisions assumed in a business combination (note 9.3.c) | (2,240) | |
Reversal | (273) | |
Payments | (15) | |
Balance at end of period | 12,347 | 633 |
Tax | ||
Provisions | ||
Balance at beginning of period | 131 | 11 |
Provisions | 77 | 120 |
Provisions assumed in a business combination (note 9.3.c) | 0 | |
Reversal of provisions assumed in a business combination (note 9.3.c) | 0 | |
Reversal | (3) | |
Payments | 0 | |
Balance at end of period | 205 | 131 |
Labor | ||
Provisions | ||
Balance at beginning of period | 502 | 150 |
Provisions | 582 | 352 |
Provisions assumed in a business combination (note 9.3.c) | 13,583 | |
Reversal of provisions assumed in a business combination (note 9.3.c) | (2,240) | |
Reversal | (270) | |
Payments | (15) | |
Balance at end of period | R$ 12142 | R$ 502 |
Provisions (Details 1 - Textual
Provisions (Details 1 - Textual) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Provisions | |||
Provisions assumed in a business combination (note 9.3.c) | R$ 13583 | ||
Provision recorded | 12,347 | R$ 633 | R$ 161 |
Judicial deposits | 9,819 | 3,079 | |
Civil, labor and tax lawsuits contingent liabilities | |||
Provisions | |||
Provision recorded | 0 | ||
Contingent liabilities | 10,563 | 4,292 | |
Civil, labor and tax lawsuits contingent liabilities | Box 1824 | |||
Provisions | |||
Provision recorded | 0 | ||
Contingent liabilities | 6,283 | ||
Tax | |||
Provisions | |||
Provisions assumed in a business combination (note 9.3.c) | 0 | ||
Provision recorded | 205 | 131 | 11 |
Judicial deposits | 9,405 | 2,933 | |
Labor | |||
Provisions | |||
Provisions assumed in a business combination (note 9.3.c) | 13,583 | ||
Provision recorded | 12,142 | 502 | R$ 150 |
Judicial deposits | 415 | 142 | |
Labor | Box 1824 | |||
Provisions | |||
Provisions assumed in a business combination (note 9.3.c) | 13,583 | ||
Net provisions assumed in a business combination | R$ 11343 | ||
Civil | |||
Provisions | |||
Judicial deposits | R$ 4 |
Employee benefits (Details - Te
Employee benefits (Details - Textuals) R$ in Thousands | 12 Months Ended |
Dec. 31, 2022 BRL (R$) | |
Employee benefits | |
Maximum percentage of employees' salary to be paid as contribution by participating entities in defined benefit plan | 4% |
Consideration to be paid by participants in defined benefit plan | R$ 0 |
Post-employment obligations | 0 |
Other long-term benefits | R$ 0 |
Share-based compensation - Key
Share-based compensation - Key terms and conditions related to the grants (Details) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 BRL (R$) shares | ||
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2020 - 1st and 2nd program | ||
Share-based compensation | ||
Currency | R$ | |
Number of shares granted in share-based payment arrangement | shares | 3,940,478 | |
Fair value at grant date of stock options (R$) | R$ | R$ 1846 | |
Contractual life (i) | 6 years 9 months 18 days | [1] |
Limit date | 01/01/2027 | [1] |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2021 - 3rd program | ||
Share-based compensation | ||
Currency | R$ | |
Number of shares granted in share-based payment arrangement | shares | 666,616 | |
Fair value at grant date of stock options (R$) | R$ | R$ 1275 | |
Contractual life (i) | 5 years 9 months 18 days | [1] |
Limit date | 01/01/2027 | [1] |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2021 - 4th program | ||
Share-based compensation | ||
Currency | R$ | |
Number of shares granted in share-based payment arrangement | shares | 187,820 | |
Fair value at grant date of stock options (R$) | R$ | R$ 298 | |
Contractual life (i) | 5 years 9 months 18 days | [1] |
Limit date | 01/01/2027 | [1] |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2022 | ||
Share-based compensation | ||
Currency | US$ | |
Number of shares granted in share-based payment arrangement | shares | 290,099 | |
Fair value at grant date of stock options (R$) | R$ | R$ 4593 | |
Contractual life (i) | 6 years 9 months 18 days | [1] |
Limit date | 01/01/2028 | [1] |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 08/01/2022 | ||
Share-based compensation | ||
Currency | US$ | |
Number of shares granted in share-based payment arrangement | shares | 133,245 | |
Fair value at grant date of stock options (R$) | R$ | R$ 737 | |
Contractual life (i) | 5 years 6 months | [1] |
Limit date | 01/01/2028 | [1] |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 09/01/2022 | ||
Share-based compensation | ||
Currency | US$ | |
Number of shares granted in share-based payment arrangement | shares | 87,629 | |
Fair value at grant date of stock options (R$) | R$ | R$ 170 | |
Contractual life (i) | 5 years 4 months 24 days | [1] |
Limit date | 01/01/2028 | [1] |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 10/01/2022 | ||
Share-based compensation | ||
Currency | US$ | |
Number of shares granted in share-based payment arrangement | shares | 7,606 | |
Fair value at grant date of stock options (R$) | R$ | R$ 11 | |
Contractual life (i) | 5 years 3 months 18 days | [1] |
Limit date | 01/01/2028 | [1] |
Equity-settled share-based payment arrangement | Incentive stock options (ISO) | 10/01/2022 | ||
Share-based compensation | ||
Currency | US$ | |
Number of shares granted in share-based payment arrangement | shares | 83,522 | |
Fair value at grant date of other than stock options (R$) | R$ | R$ 187 | |
Contractual life (i) | 5 years 3 months 18 days | [1] |
Limit date | 01/01/2027 | [1] |
Equity-settled share-based payment arrangement | Restricted stock units (RSU) | 10/01/2022 | ||
Share-based compensation | ||
Currency | US$ | |
Number of shares granted in share-based payment arrangement | shares | 46,314 | |
Fair value at grant date of other than stock options (R$) | R$ | R$ 2250 | |
Contractual life (i) | 5 years 3 months 18 days | [1] |
Limit date | 01/01/2027 | [1] |
Equity-settled share-based payment arrangement | Restricted stock units (RSU) | 11/01/2022 | ||
Share-based compensation | ||
Currency | US$ | |
Number of shares granted in share-based payment arrangement | shares | 1,399,998 | |
Fair value at grant date of other than stock options (R$) | R$ | R$ 59771 | |
Contractual life (i) | 3 years 6 months | [1] |
Limit date | 01/01/2026 | [1] |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2020 - 2nd Program | ||
Share-based compensation | ||
Currency | R$ | |
Number of shares granted in share-based payment arrangement | shares | 69,774 | |
Contractual life (i) | 6 years 9 months 18 days | |
Limit date | 01/01/2027 | |
Liabilities carrying amount as of December 31, 2022 | R$ | R$ 865 | |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/06/2021 - 3rd program | ||
Share-based compensation | ||
Currency | R$ | |
Number of shares granted in share-based payment arrangement | shares | 6,065 | |
Contractual life (i) | 5 years 3 months 18 days | |
Limit date | 01/01/2027 | |
Liabilities carrying amount as of December 31, 2022 | R$ | R$ 32 | |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/21/2021 - 4th program | ||
Share-based compensation | ||
Currency | R$R$ | |
Number of shares granted in share-based payment arrangement | shares | 6,065 | |
Contractual life (i) | 5 years 2 months 12 days | |
Limit date | 01/01/2027 | |
Liabilities carrying amount as of December 31, 2022 | R$ | R$ 16 | |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/11/2022 | ||
Share-based compensation | ||
Currency | US$ | |
Number of shares granted in share-based payment arrangement | shares | 13,101 | |
Contractual life (i) | 5 years 3 months 18 days | |
Limit date | 01/01/2028 | |
Liabilities carrying amount as of December 31, 2022 | R$ | R$ 2 | |
[1] Conditional upon the grace period and assuming the possibility of anticipated vesting in face of a liquidity event. |
Share-based compensation - Meas
Share-based compensation - Measurement of fair values (Details 1) | 12 Months Ended |
Dec. 31, 2022 R$ / shares | |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2020 - 1st and 2nd program | |
Share-based compensation | |
Currency | R$ |
Exercise price | R$ 9.58 |
Share price at grant date | R$ 21.68 |
Interest rate | 24.19% |
Volatility (% p.a.) | 1.53% |
Fair value at grant date | R$ 0.48 |
Expected life (weighted-average) | 3 years 8 months 12 days |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2021 - 3rd program | |
Share-based compensation | |
Currency | R$ |
Exercise price | R$ 19.84 |
Share price at grant date | R$ 21.68 |
Interest rate | 27.73% |
Volatility (% p.a.) | 2.66% |
Fair value at grant date | R$ 1.81 |
Expected life (weighted-average) | 4 years 3 months 18 days |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2021 - 4th program | |
Share-based compensation | |
Currency | R$ |
Exercise price | R$ 19.84 |
Share price at grant date | R$ 21.68 |
Interest rate | 27.73% |
Volatility (% p.a.) | 2.66% |
Fair value at grant date | R$ 1.85 |
Expected life (weighted-average) | 4 years 3 months 18 days |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2022 | |
Share-based compensation | |
Currency | US$ |
Exercise price | R$ 16.75 |
Share price at grant date | R$ 17.5 |
Interest rate | 27.44% |
Volatility (% p.a.) | 0.39% |
Fair value at grant date | R$ 3.37 |
Expected life (weighted-average) | 3 years |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 08/01/2022 | |
Share-based compensation | |
Currency | US$ |
Exercise price | R$ 15 |
Share price at grant date | R$ 11.5 |
Interest rate | 27.44% |
Volatility (% p.a.) | 2.60% |
Fair value at grant date | R$ 1.08 |
Expected life (weighted-average) | 2 years 4 months 24 days |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 09/01/2022 | |
Share-based compensation | |
Currency | US$ |
Share price at grant date | R$ 8.13 |
Interest rate | 27.44% |
Volatility (% p.a.) | 3.26% |
Fair value at grant date | R$ 0.65 |
Expected life (weighted-average) | 2 years 4 months 24 days |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 09/01/2022 | Top of range | |
Share-based compensation | |
Exercise price | R$ 16.95 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 09/01/2022 | Bottom of range | |
Share-based compensation | |
Exercise price | R$ 16.75 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 10/01/2022 | |
Share-based compensation | |
Currency | US$ |
Exercise price | R$ 17.5 |
Share price at grant date | R$ 9.39 |
Interest rate | 27.44% |
Volatility (% p.a.) | 3.83% |
Fair value at grant date | R$ 0.26 |
Expected life (weighted-average) | 2 years 4 months 24 days |
Equity-settled share-based payment arrangement | Incentive stock options (ISO) | 10/01/2022 | |
Share-based compensation | |
Currency | US$ |
Exercise price | R$ 16.75 |
Share price at grant date | R$ 9.39 |
Interest rate | 27.44% |
Volatility (% p.a.) | 3.83% |
Fair value at grant date | R$ 0.44 |
Expected life (weighted-average) | 2 years 3 months 18 days |
Equity-settled share-based payment arrangement | Restricted stock units (RSU) | 10/01/2022 | |
Share-based compensation | |
Currency | US$ |
Share price at grant date | R$ 9.39 |
Interest rate | 27.44% |
Volatility (% p.a.) | 3.83% |
Fair value at grant date | R$ 9.39 |
Expected life (weighted-average) | 3 years 8 months 12 days |
Equity-settled share-based payment arrangement | Restricted stock units (RSU) | 11/01/2022 | |
Share-based compensation | |
Currency | US$ |
Share price at grant date | R$ 8.29 |
Interest rate | 27.44% |
Volatility (% p.a.) | 4.07% |
Fair value at grant date | R$ 8.29 |
Expected life (weighted-average) | 3 years 6 months |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2020 - 2nd Program | |
Share-based compensation | |
Currency | R$ |
Exercise price | R$ 9.58 |
Share price at grant date | R$ 21.68 |
Interest rate | 1.53% |
Volatility (% p.a.) | 24.19% |
Fair value at grant date | R$ 7.76 |
Expected life (weighted-average) | 3 years 8 months 12 days |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2020 - 2nd Program | Remeasured date December 31, 2022 | |
Share-based compensation | |
Currency | R$ |
Exercise price | R$ 9.58 |
Share price at grant date | R$ 34.18 |
Interest rate | 6.16% |
Volatility (% p.a.) | 31.71% |
Fair value at grant date | R$ 26.03 |
Expected life (weighted-average) | 3 years 8 months 12 days |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/06/2021 - 3rd program | |
Share-based compensation | |
Currency | R$ |
Exercise price | R$ 19.84 |
Share price at grant date | R$ 21.68 |
Interest rate | 27.73% |
Volatility (% p.a.) | 2.66% |
Fair value at grant date | R$ 16.86 |
Expected life (weighted-average) | 4 years 3 months 18 days |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/06/2021 - 3rd program | Remeasured date December 31, 2022 | |
Share-based compensation | |
Currency | R$ |
Exercise price | R$ 19.84 |
Share price at grant date | R$ 34.18 |
Interest rate | 6.13% |
Volatility (% p.a.) | 31.71% |
Fair value at grant date | R$ 17.35 |
Expected life (weighted-average) | 4 years 3 months 18 days |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/21/2021 - 4th program | |
Share-based compensation | |
Currency | R$R$ |
Exercise price | R$ 19.84 |
Share price at grant date | R$ 21.68 |
Interest rate | 27.73% |
Volatility (% p.a.) | 2.66% |
Fair value at grant date | R$ 16.86 |
Expected life (weighted-average) | 4 years 3 months 18 days |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/21/2021 - 4th program | Remeasured date December 31, 2022 | |
Share-based compensation | |
Currency | R$ |
Exercise price | R$ 19.84 |
Share price at grant date | R$ 34.18 |
Interest rate | 6.13% |
Volatility (% p.a.) | 31.71% |
Fair value at grant date | R$ 17.34 |
Expected life (weighted-average) | 4 years 3 months 18 days |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/11/2022 | |
Share-based compensation | |
Currency | US$ |
Exercise price | R$ 16.75 |
Share price at grant date | R$ 9.98 |
Interest rate | 3.83% |
Volatility (% p.a.) | 27.44% |
Fair value at grant date | R$ 2.1 |
Expected life (weighted-average) | 2 years 3 months 18 days |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/11/2022 | Remeasured date December 31, 2022 | |
Share-based compensation | |
Currency | US$ |
Exercise price | R$ 16.75 |
Share price at grant date | R$ 6.55 |
Interest rate | 3.83% |
Volatility (% p.a.) | 31.71% |
Fair value at grant date | R$ 0.43 |
Expected life (weighted-average) | 2 years 3 months 18 days |
Share-based compensation - Reco
Share-based compensation - Reconciliation of outstanding share options and RSUs (Details 2) | 12 Months Ended |
Dec. 31, 2022 shares | |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 5,305,887 |
(-) Canceled | (98,260) |
(-) Exercised | (1,049,135) |
Number of outstanding on 12/31/2022 | 4,158,492 |
Number of vested on 12/31/2022 | 2,011,471 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2020 - 1st and 2nd program | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 3,940,478 |
(-) Canceled | (78,360) |
(-) Exercised | (965,052) |
Number of outstanding on 12/31/2022 | 2,897,066 |
Number of vested on 12/31/2022 | 1,902,444 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2021 - 3rd program | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 666,616 |
(-) Canceled | 0 |
(-) Exercised | (71,716) |
Number of outstanding on 12/31/2022 | 594,900 |
Number of vested on 12/31/2022 | 84,403 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2021 - 4th program | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 187,820 |
(-) Canceled | (19,900) |
(-) Exercised | (12,367) |
Number of outstanding on 12/31/2022 | 155,553 |
Number of vested on 12/31/2022 | 24,624 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2022 | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 290,099 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 290,099 |
Number of vested on 12/31/2022 | 0 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 08/01/2022 | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 133,245 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 133,245 |
Number of vested on 12/31/2022 | 0 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 09/01/2022 | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 87,629 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 87,629 |
Number of vested on 12/31/2022 | 0 |
Equity-settled share-based payment arrangement | Stock options plan (SOP) | 10/01/2022 | |
Reconciliation of outstanding share options [Abstract] | |
Number of outstanding on 12/31/2022 | 0 |
Number of vested on 12/31/2022 | 0 |
Equity-settled share-based payment arrangement | Incentive stock options (ISO) | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 83,522 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 83,522 |
Number of vested on 12/31/2022 | 0 |
Equity-settled share-based payment arrangement | Incentive stock options (ISO) | 10/01/2022 | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 83,522 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 83,522 |
Number of vested on 12/31/2022 | 0 |
Equity-settled share-based payment arrangement | Restricted stock units (RSU) | |
Reconciliation of outstanding other than share options [Abstract] | |
Number of granted RSUs | 1,446,312 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 1,446,312 |
Number of vested on 12/31/2022 | 0 |
Equity-settled share-based payment arrangement | Restricted stock units (RSU) | 10/01/2022 | |
Reconciliation of outstanding other than share options [Abstract] | |
Number of granted RSUs | 46,314 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 46,314 |
Number of vested on 12/31/2022 | 0 |
Equity-settled share-based payment arrangement | Restricted stock units (RSU) | 11/01/2022 | |
Reconciliation of outstanding other than share options [Abstract] | |
Number of granted RSUs | 1,399,998 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 1,399,998 |
Number of vested on 12/31/2022 | 0 |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 04/01/2020 - 2nd Program | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 69,774 |
(-) Canceled | 0 |
(-) Exercised | (1,774) |
Number of outstanding on 12/31/2022 | 68,000 |
Number of vested on 12/31/2022 | 30,526 |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/06/2021 - 3rd program | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 6,065 |
(-) Canceled | 0 |
(-) Exercised | (909) |
Number of outstanding on 12/31/2022 | 5,156 |
Number of vested on 12/31/2022 | 909 |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/21/2021 - 4th program | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 6,065 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 6,065 |
Number of vested on 12/31/2022 | 909 |
Cash-settled share-based payment arrangement | Stock options plan (SOP) | 10/11/2022 | |
Reconciliation of outstanding share options [Abstract] | |
Number of granted options | 13,101 |
(-) Canceled | 0 |
(-) Exercised | 0 |
Number of outstanding on 12/31/2022 | 13,101 |
Number of vested on 12/31/2022 | 0 |
Share-based compensation - Exp
Share-based compensation - Expenses recognized in profit or loss (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Plan in force: | ||||
Cash settled | R$ 188 | R$ 1318 | R$ 41 | |
Shares granted to executives’ officers | 448 | 246 | 751 | |
Expenses recognized in profit or loss (note 24) | [1] | 5,486 | 2,531 | 934 |
Other effects in shareholders’ equity | 0 | 1,282 | 1,751 | |
Total | 5,486 | 3,813 | 2,685 | |
(-) Effect of cash settled | 188 | (1,318) | (41) | |
Effect of movements in exchange rates | (127) | 3 | 8 | |
Total shareholders’ equity | 5,547 | 2,498 | 2,652 | |
Stock Options Plan [member] | ||||
Plan in force: | ||||
Equity settled | 1,776 | 967 | 142 | |
Cash settled | (188) | 1,318 | 41 | |
(-) Effect of cash settled | 188 | (1,318) | (41) | |
Restricted stock units (RSU) | ||||
Plan in force: | ||||
Equity settled | 3,401 | 0 | 0 | |
Incentive stock options (ISO) | ||||
Plan in force: | ||||
Equity settled | R$ 49 | R$ 0 | R$ 0 | |
[1]Share-based compensation includes R$4,235 (R$1,930 as of December 31, 2021 and R$139 as of December 31, 2020) classified as cost of services and R1,251 (R$600 as of December 31, 2021 and R$795 as of December 31, 2020) as expenses. |
Share-based compensation (Detai
Share-based compensation (Details 4 - Textuals 1) R$ / shares in Units, R$ in Thousands | 12 Months Ended | |||
Oct. 01, 2022 BRL (R$) | Dec. 31, 2022 | Oct. 01, 2022 USD ($) | Oct. 29, 2021 R$ / shares | |
04/01/2021 - 3rd program | Top of range [member] | ||||
Share-based compensation | ||||
Exercise price of the options | R$ 1352 | |||
Stock options plan (SOP) | 04/01/2020 - 1st and 2nd program | Top of range [member] | ||||
Share-based compensation | ||||
Exercise price of the options | 653.21 | |||
Stock options plan (SOP) | 04/01/2020 - 1st and 2nd program | Bottom of range [member] | ||||
Share-based compensation | ||||
Exercise price of the options | 9.58 | |||
Stock options plan (SOP) | 04/01/2021 - 3rd program | ||||
Share-based compensation | ||||
Exercise price of the options | R$ 19.84 | |||
Stock options plan (SOP) | CI&T Brazil | ||||
Share-based compensation | ||||
Number of times for entity's share capital than subsidiary share capital | 68.14 | |||
Stock options plan (SOP) | Class A common shares | ||||
Share-based compensation | ||||
Number of shares represented by each option | 1 | |||
Incentive stock options (ISO) | Class A common shares | ||||
Share-based compensation | ||||
Percentage of fair market value of common share with respect to a 10% shareholder | 110% | |||
Percentage of shareholder for fair market value of common share | 10% | |||
Term of share-based payment arrangement with respect to a 10% shareholder | 5 years | |||
Percentage of shareholder for vesting period | 10% | |||
Expected dividend, share options granted | R$ | R$ 0 | |||
Incentive stock options (ISO) | Class A common shares | Top of range [member] | ||||
Share-based compensation | ||||
Percentage of fair market value of common share | 100% | |||
Term of share-based payment arrangement | 10 years | |||
Aggregate fair market value can be exercisable | $ | $ 100,000 | |||
Restricted stock units (RSU) | Class A common shares | ||||
Share-based compensation | ||||
Description of the rights of a shareholder | Participants have no rights of a shareholder as to the RSU, including no voting rights or rights to dividends, until the underlying Class A common shares of the Company are issued or become payable to the participant. | |||
Description of the vesting requirements | the event a participant is terminated for any reason, the vesting with respect to the participant’s RSU will cease, each of the participant’s outstanding unvested RSU will be forfeited for no consideration as of the date such termination, |
Share-based compensation (Det_2
Share-based compensation (Details 5 - Textuals 2) R$ / shares in Units, R$ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 31, 2023 BRL (R$) shares | Oct. 08, 2021 BRL (R$) shares R$ / shares | Aug. 31, 2017 BRL (R$) shares | Dec. 31, 2022 BRL (R$) R$ / shares shares | Dec. 31, 2021 BRL (R$) R$ / shares shares | Dec. 31, 2020 BRL (R$) | |
Share-based compensation | ||||||
Shares granted to executives’ officers | R$ 448 | R$ 246 | R$ 751 | |||
Par value per share | R$ / shares | R$ 0.00027 | R$ 0.00027 | ||||
Number of shares issued by the subsidiary | shares | 133,814,311 | 132,197,896 | ||||
Executive key management | Box 1824 | ||||||
Share-based compensation | ||||||
Number of share options granted during the period | shares | 45,255 | |||||
Fair value of the shares was estimated on the acquisition date of the subsidiary | R$ 3521 | |||||
Shares granted to executives’ officers | R$ 448 | |||||
Executive key management | Comrade Inc. | ||||||
Share-based compensation | ||||||
Number of share options granted during the period | shares | 16,530 | |||||
Fair value of the shares was estimated on the acquisition date of the subsidiary | R$ 5120 | |||||
Period of continued employment under service conditions | 4 years | |||||
Executive key management | CI&T Inc. | ||||||
Share-based compensation | ||||||
Shares granted to executives’ officers | R$ 246 | R$ 751 | ||||
Number of share options exercised during the period | shares | 16,530 | |||||
Par value per share | R$ / shares | R$ 0 | |||||
Subscription amount through exercise of options | R$ 28697 | |||||
Number of shares issued by the subsidiary | shares | 15,896 |
Equity (Details)
Equity (Details) - BRL (R$) R$ / shares in Units, R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity | |||
Number of ordinary nominative shares | 133,814,311 | 132,197,896 | |
Par value | R$ 0.00027 | R$ 0.00027 | |
Share capital | R$ 37 | R$ 36 | |
Retained earnings reserve | R$ 251873 | R$ 125957 | R$ 95515 |
Equity (Details 1)
Equity (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of financial liabilities [line items] | ||
Balance at beginning of period | R$ 30677 | R$ 14714 |
Additions | 151,656 | 51,216 |
Tax withholding income | (943) | (641) |
Payments | (131,390) | (34,612) |
Capitalization | (50,000) | |
Balance at end of period | 0 | 30,677 |
Dividends | ||
Disclosure of financial liabilities [line items] | ||
Balance at beginning of period | 30,677 | 14,714 |
Additions | 145,368 | 46,940 |
Tax withholding income | 0 | 0 |
Payments | (126,045) | (30,977) |
Capitalization | (50,000) | |
Balance at end of period | 0 | 30,677 |
Interest on shareholders' equity | ||
Disclosure of financial liabilities [line items] | ||
Balance at beginning of period | 0 | 0 |
Additions | 6,288 | 4,276 |
Tax withholding income | (943) | (641) |
Payments | (5,345) | (3,635) |
Capitalization | 0 | |
Balance at end of period | R$ 0 | R$ 0 |
Equity (Details 2 - Textuals)
Equity (Details 2 - Textuals) R$ / shares in Units, $ / shares in Units, R$ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 BRL (R$) | Jan. 31, 2022 BRL (R$) | Nov. 30, 2021 BRL (R$) R$ / shares shares | Dec. 31, 2022 BRL (R$) shares Item R$ / shares | Dec. 31, 2021 BRL (R$) R$ / shares shares | Dec. 31, 2020 BRL (R$) | Dec. 31, 2022 USD ($) shares $ / shares | Jan. 27, 2022 shares | |
Net equity | ||||||||
Share capital | R$ 37 | R$ 36 | ||||||
Number of shares issued through initial public offering | shares | 133,814,311 | 132,197,896 | 133,814,311 | |||||
Share premium | R$ 946173 | R$ 915947 | ||||||
Par value per share | R$ / shares | R$ 0.00027 | R$ 0.00027 | ||||||
Share-based payment - Vested immediately | R$ 2121 | R$ 2498 | R$ 2652 | |||||
Share issuance costs, net of taxes | (66,876) | |||||||
Additional dividends of previous year | 95,368 | 16,263 | ||||||
Dividends paid | 0 | 126,045 | 30,977 | |||||
Somo | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | 14,037 | |||||||
Transpire Group | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | 16,189 | |||||||
Box 1824 Group | ||||||||
Net equity | ||||||||
Share-based payment - Vested immediately | R$ 4124 | |||||||
Class A common shares | ||||||||
Net equity | ||||||||
Number of voting rights per share | Item | 1 | |||||||
Subscription price per share | $ / shares | $ 15 | |||||||
Share premium | R$ 915947 | $ 166,666 | ||||||
Par value per share | $ / shares | $ 0.00005 | |||||||
Class A common shares | Somo | ||||||||
Net equity | ||||||||
Number of shares issued for acquisition | shares | 225,649 | |||||||
Class B common shares | ||||||||
Net equity | ||||||||
Number of voting rights per share | Item | 10 | |||||||
Share capital | ||||||||
Net equity | ||||||||
Capital increase, shares | shares | 121,086,781 | |||||||
Par value per share | R$ / shares | R$ 0.00027 | |||||||
Capital increase | R$ 33 | |||||||
Share-based payment - Vested immediately | R$ 0 | 0 | 0 | |||||
Share issuance costs, net of taxes | 0 | |||||||
Additional dividends of previous year | 0 | 0 | ||||||
Share capital | Somo | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | 0 | |||||||
Share capital | Transpire Group | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | 0 | |||||||
Share capital | Box 1824 Group | ||||||||
Net equity | ||||||||
Share-based payment - Vested immediately | R$ 0 | |||||||
Share capital | Class A common shares | ||||||||
Net equity | ||||||||
Number of shares issued through initial public offering | shares | 19,969,110 | 19,969,110 | ||||||
Number of shares issued in connection with stock option plan | shares | 1,049,135 | 1,049,135 | ||||||
Share capital | Class A common shares | Somo | ||||||||
Net equity | ||||||||
Number of shares issued for acquisition | shares | 225,649 | 225,649 | ||||||
Share capital | Class A common shares | Transpire Group | ||||||||
Net equity | ||||||||
Number of shares issued for acquisition | 341,631 | |||||||
Share capital | Class B common shares | ||||||||
Net equity | ||||||||
Number of shares issued through initial public offering | shares | 113,845,201 | 113,845,201 | ||||||
Share premium | ||||||||
Net equity | ||||||||
Share-based payment - Vested immediately | R$ 0 | 0 | 0 | |||||
Share issuance costs, net of taxes | 0 | |||||||
Additional dividends of previous year | 0 | 0 | ||||||
Share premium | Somo | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | 14,037 | |||||||
Share premium | Transpire Group | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | 16,189 | |||||||
Share premium | Box 1824 Group | ||||||||
Net equity | ||||||||
Share-based payment - Vested immediately | 0 | |||||||
Share premium | Class A common shares | Somo | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | R$ 14037 | |||||||
Share premium | Class A common shares | Transpire Group | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | R$ 16189 | |||||||
Capital reserve | ||||||||
Net equity | ||||||||
Capital increase | R$ 88206 | |||||||
Share-based payment - Vested immediately | 2,121 | 2,498 | 2,652 | |||||
Share issuance costs, net of taxes | (66,876) | |||||||
Additional dividends of previous year | R$ 0 | R$ 0 | ||||||
Capital reserve | Somo | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | 0 | |||||||
Capital reserve | Transpire Group | ||||||||
Net equity | ||||||||
Issues of ordinary shares related to business combinations | 0 | |||||||
Capital reserve | Box 1824 Group | ||||||||
Net equity | ||||||||
Share-based payment - Vested immediately | 4,124 | |||||||
Capital reserve | NTERSOL Consulting LLC (“NTERSOL”) | ||||||||
Net equity | ||||||||
Share-based payment - Vested immediately | R$ 170774 |
Net revenue (Details)
Net revenue (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenue | |||
Software development revenue | R$ 2094090 | R$ 1394583 | R$ 891012 |
Software maintenance revenue | 57,035 | 30,026 | 31,133 |
Revenue from software license agent | 1,210 | 1,637 | 2,413 |
Consulting revenue | 32,724 | 15,922 | 28,601 |
Other revenue | 2,651 | 2,212 | 3,360 |
Total net revenue | R$ 2187710 | R$ 1444380 | R$ 956519 |
Net revenue (Details 1)
Net revenue (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenue | |||
Net revenue | R$ 2187710 | R$ 1444380 | R$ 956519 |
Financial Services | |||
Net revenue | |||
Net revenue | 649,166 | 487,177 | 324,118 |
Food and Beverages | |||
Net revenue | |||
Net revenue | 429,023 | 340,709 | 244,590 |
Pharmaceuticals and Cosmetics | |||
Net revenue | |||
Net revenue | 281,300 | 206,375 | 134,763 |
Technology, Media, and Telecom | |||
Net revenue | |||
Net revenue | 328,500 | 169,311 | 81,961 |
Retail and Manufacturing | |||
Net revenue | |||
Net revenue | 135,566 | 93,871 | 83,046 |
Education and Services | |||
Net revenue | |||
Net revenue | 78,452 | 64,336 | 41,323 |
Logistic and Transportation | |||
Net revenue | |||
Net revenue | 73,248 | 37,247 | 15,159 |
Others | |||
Net revenue | |||
Net revenue | R$ 212454 | R$ 45353 | R$ 31559 |
Net revenue (Details 2)
Net revenue (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Net revenue | |||
Total contract assets | R$ 217250 | R$ 134388 | |
Gross amount | |||
Net revenue | |||
Expected credit losses | (653) | (1,059) | |
Total contract assets | 217,250 | 134,388 | |
Contract assets | |||
Net revenue | |||
Expected credit losses | (673) | (913) | R$ 675 |
Due from US market | Gross amount | |||
Net revenue | |||
Total contract assets | 94,613 | 80,107 | |
Due from Brazil market | Gross amount | |||
Net revenue | |||
Total contract assets | 104,836 | 50,350 | |
Due from other markets | Gross amount | |||
Net revenue | |||
Total contract assets | R$ 18474 | R$ 4844 |
Net revenue (Details 3)
Net revenue (Details 3) - Contract assets - BRL (R$) R$ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of changes in allowance account for credit losses of financial assets [abstract] | ||
Balance at beginning of period | R$ 913 | R$ 675 |
Provision | 94 | (217) |
Effect of movements in exchange rates | 146 | (21) |
Balance at end of period | R$ 673 | R$ 913 |
Expenses by nature (Details)
Expenses by nature (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Expenses by nature | ||||
Employee expenses | R$ 1573253 | R$ 1010989 | R$ 628699 | |
Third-party services and other inputs | (120,742) | (65,023) | (55,660) | |
Short-term leases | (7,497) | (5,922) | (4,669) | |
Insurance | (15,045) | (3,214) | (883) | |
Travel expenses | (13,396) | (4,156) | (8,656) | |
Depreciation and amortization | [1] | (94,558) | (48,354) | (29,882) |
Training | (6,788) | (4,353) | (1,863) | |
Stock options | [2] | (5,486) | (2,531) | (934) |
Consulting | [3] | (18,480) | (9,177) | (446) |
Expected credit loss | (329) | (497) | (196) | |
Impairment of intangible assets | 0 | (21,895) | 0 | |
Other post-acquisition expenses | [4] | (25,650) | 0 | 0 |
Surplus of indemnity | 0 | 0 | 18 | |
Other costs and expenses | (32,568) | (23,663) | (16,405) | |
Total | (1,913,792) | (1,199,774) | (748,275) | |
Disclosed as: | ||||
Costs of services provided | (1,425,219) | (935,732) | (600,866) | |
Selling expenses | (163,871) | (89,654) | (65,093) | |
General and administrative expenses | (315,915) | (151,681) | (81,161) | |
Research and technological innovation expenses | 0 | (4) | (3,462) | |
Impairment loss on trade receivables and contract assets | (329) | (497) | (196) | |
Other income (expenses) net | (8,458) | (22,206) | 2,503 | |
Total | R$ 1913792 | R$ 1199774 | R$ 748275 | |
[1]Depreciation and amortization include R$40,968 (R$31,884 as of December 31, 2021 and R$24,089 as of December 31, 2020) classified as cost of services and R$10,521 (R$9,365 as of December 31, 2021 and R$5,793 as of December 31, 2020) as expenses, and R$43,069 (R$7,105 as of December 31, 2021) regarding identifiable net assets amortization as expenses.[2]Share-based compensation includes R$4,235 (R$1,930 as of December 31, 2021 and R$139 as of December 31, 2020) classified as cost of services and R1,251 (R$600 as of December 31, 2021 and R$795 as of December 31, 2020) as expenses.[3]Consulting expenses includes R$18,335 (R$6,957 as of December 31, 2021 and R$446 as of December 31, 2020) related to acquisitions and R$2,220 as of December 31, 2021 referring to costs directly attributable to secondary public share offering.[4]Other post-acquisition expenses include the fair value adjustment on account payable for business combination (R$11,497) and other expenses related to the obligation of business combination (R$14,153). |
Expenses by nature (Details 1)
Expenses by nature (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expenses by nature | |||
Costs attributable to secondary offering | R$ 0 | R$ 2220 | R$ 0 |
Impairment of intangible assets | 0 | (21,895) | 0 |
Government grant | 1,141 | 2,481 | 1,571 |
Fair value adjustment on account payable for business combination | (11,497) | 0 | 0 |
Other | 1,898 | (572) | 932 |
Other income (expenses), net | R$ 8458 | R$ 22206 | R$ 2503 |
Expenses by nature (Details 2 -
Expenses by nature (Details 2 - Textual) - BRL (R$) R$ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Expenses by nature | ||||
Depreciation and amortization | [1] | R$ 94558 | R$ 48354 | R$ 29882 |
Share-based compensation | [2] | 5,486 | 2,531 | 934 |
Consulting expenses | [3] | 18,480 | 9,177 | 446 |
Acquisitions expenses | 18,335 | 6,957 | 446 | |
Costs directly attributable to secondary public share offerings | 0 | 2,220 | 0 | |
Fair value adjustment on account payable for business combination | (11,497) | 0 | 0 | |
Other expenses related to business combination | 11,153 | |||
Costs of services | ||||
Expenses by nature | ||||
Depreciation and amortization | 40,968 | 31,884 | 24,089 | |
Share-based compensation | 4,235 | 1,930 | 139 | |
General and administrative expense | ||||
Expenses by nature | ||||
Depreciation and amortization | 10,521 | 9,365 | 5,793 | |
Amortization of intangible assets acquired in business combination included in depreciation and amortization | 43,069 | 7,105 | ||
Share-based compensation | R$ 1251 | R$ 600 | R$ 795 | |
[1]Depreciation and amortization include R$40,968 (R$31,884 as of December 31, 2021 and R$24,089 as of December 31, 2020) classified as cost of services and R$10,521 (R$9,365 as of December 31, 2021 and R$5,793 as of December 31, 2020) as expenses, and R$43,069 (R$7,105 as of December 31, 2021) regarding identifiable net assets amortization as expenses.[2]Share-based compensation includes R$4,235 (R$1,930 as of December 31, 2021 and R$139 as of December 31, 2020) classified as cost of services and R1,251 (R$600 as of December 31, 2021 and R$795 as of December 31, 2020) as expenses.[3]Consulting expenses includes R$18,335 (R$6,957 as of December 31, 2021 and R$446 as of December 31, 2020) related to acquisitions and R$2,220 as of December 31, 2021 referring to costs directly attributable to secondary public share offering. |
Net finance costs (Details)
Net finance costs (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance income: | |||
Income from financial investments | R$ 7406 | R$ 4321 | R$ 2626 |
Foreign-exchange gain | 136,544 | 46,302 | 28,135 |
Gains on derivatives | 25,655 | 18,585 | 16,652 |
Interest received | 2,549 | 99 | 170 |
Monetary variation | 117 | 314 | 29 |
Other finance income | 725 | 195 | 196 |
Finance income | 172,996 | 69,816 | 47,808 |
Finance costs: | |||
Exchange variation loss | (131,970) | (49,237) | (20,080) |
Loss on derivatives | (15,366) | (18,112) | (31,575) |
Interest and charges on loans and leases | (73,837) | (29,729) | (10,304) |
Bank guarantee expenses | (471) | (17) | (17) |
Commissions and brokerage | 0 | (2,598) | 0 |
Monetary variation | (9,018) | (3,092) | 0 |
Other finance costs | (15,980) | (1,263) | (1,285) |
Finance costs | (246,642) | (104,048) | (63,261) |
Net finance costs | R$ 73646 | R$ 34232 | R$ 15453 |
Income tax and social contrib_3
Income tax and social contribution (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax and social contribution | |||
Current income tax and social security contribution | R$ 69873 | R$ 95375 | R$ 66912 |
Deferred income tax | (4,483) | 10,958 | 1,775 |
Income tax and social contributions | R$ 74356 | R$ 84417 | R$ 65137 |
Income tax and social contrib_4
Income tax and social contribution (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax and social contribution | |||
Profit before income tax and social contribution | R$ 200272 | R$ 210374 | R$ 192791 |
Combined income tax and social contribution rate | 34% | 34% | 34% |
Tax using the Company’s domestic tax rate | R$ 68092 | R$ 71527 | R$ 65549 |
Interest on own capital | 0 | 2,138 | 1,469 |
Expected income tax expense and interest on own capital | (68,092) | (69,389) | (64,080) |
Tax incentives | 0 | 0 | 219 |
Taxation of profit before income tax generated abroad | (1,362) | (9,610) | 0 |
Impairment loss (intangible) | 0 | (6,864) | 0 |
Other permanent exclusions (additions) | (4,902) | 1,446 | (1,276) |
Income tax and social contributions | (74,356) | (84,417) | (65,137) |
Current | (69,873) | (95,375) | (66,912) |
Deferred | (4,483) | 10,958 | 1,775 |
Income Tax and Social Contribution Expenses | R$ 74356 | R$ 84417 | R$ 65137 |
Effective rate | 37% | 40% | 34% |
Income tax and social contrib_5
Income tax and social contribution (Details 2) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax and social contribution | |||
Share-based compensation plan | R$ 0 | R$ 147 | R$ 45 |
Total taxes recognized in equity | 0 | (147) | 45 |
Current | 0 | 0 | 8,698 |
Deferred | 0 | (147) | (8,653) |
Total taxes recognized in equity | R$ 0 | R$ 147 | R$ 45 |
Income tax and social contrib_6
Income tax and social contribution (Details 3) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax and social contribution | |||
Balance at beginning of period | R$ 31989 | R$ 15152 | |
Recognition in equity | 0 | (147) | R$ 8653 |
Recognition in profit or loss | (4,483) | 10,958 | |
Deferred tax acquired from business combination (9.5.c) | 8,061 | ||
Other | 1,928 | 5,294 | |
Exchange variation effect | (2,357) | 732 | |
Balance at end of period | 35,138 | 31,989 | 15,152 |
Deferred tax asset | 35,138 | 35,297 | |
Deferred tax liabilities | 0 | (3,308) | |
Provisions | |||
Income tax and social contribution | |||
Balance at beginning of period | 1,677 | 2,038 | |
Recognition in equity | 0 | ||
Recognition in profit or loss | 1,529 | (437) | |
Deferred tax acquired from business combination (9.5.c) | 0 | ||
Other | 102 | 0 | |
Exchange variation effect | (35) | 76 | |
Balance at end of period | 3,273 | 1,677 | 2,038 |
Deferred tax asset | 3,273 | 1,739 | |
Deferred tax liabilities | 0 | (62) | |
Bonus accrued | |||
Income tax and social contribution | |||
Balance at beginning of period | 25,768 | 18,447 | |
Recognition in equity | 0 | ||
Recognition in profit or loss | (5,227) | 6,354 | |
Deferred tax acquired from business combination (9.5.c) | 0 | ||
Other | 0 | 0 | |
Exchange variation effect | 470 | 968 | |
Balance at end of period | 21,011 | 25,768 | 18,447 |
Deferred tax asset | 21,011 | 25,768 | |
Deferred tax liabilities | 0 | 0 | |
Restrict stock Units | |||
Income tax and social contribution | |||
Balance at beginning of period | 0 | ||
Recognition in profit or loss | 719 | ||
Deferred tax acquired from business combination (9.5.c) | 0 | ||
Other | 0 | ||
Exchange variation effect | 0 | ||
Balance at end of period | 719 | 0 | |
Deferred tax asset | 719 | ||
Deferred tax liabilities | 0 | ||
Lease | |||
Income tax and social contribution | |||
Balance at beginning of period | 2,122 | 2,168 | |
Recognition in equity | 0 | ||
Recognition in profit or loss | 408 | (41) | |
Deferred tax acquired from business combination (9.5.c) | 0 | ||
Other | 0 | 0 | |
Exchange variation effect | 81 | (5) | |
Balance at end of period | 2,611 | 2,122 | 2,168 |
Deferred tax asset | 2,611 | 2,122 | |
Deferred tax liabilities | 0 | 0 | |
Other items | |||
Income tax and social contribution | |||
Balance at beginning of period | 607 | (8,629) | |
Recognition in profit or loss | (832) | 2,630 | |
Deferred tax acquired from business combination (9.5.c) | 2,316 | ||
Other | 0 | 6,913 | |
Exchange variation effect | (1,326) | (307) | |
Balance at end of period | 765 | 607 | (8,629) |
Deferred tax asset | 765 | 2,440 | |
Deferred tax liabilities | 0 | (1,833) | |
R&D tax credit | |||
Income tax and social contribution | |||
Balance at beginning of period | 0 | ||
Recognition in profit or loss | 0 | ||
Deferred tax acquired from business combination (9.5.c) | 5,745 | ||
Other | 0 | ||
Exchange variation effect | (951) | ||
Balance at end of period | 4,794 | 0 | |
Deferred tax asset | 4,794 | ||
Deferred tax liabilities | 0 | ||
Indemnity on share-based compensation | |||
Income tax and social contribution | |||
Balance at beginning of period | 0 | 214 | |
Recognition in equity | (147) | ||
Recognition in profit or loss | (67) | ||
Other | 0 | ||
Exchange variation effect | 0 | ||
Balance at end of period | 0 | 214 | |
Deferred tax asset | 0 | ||
Deferred tax liabilities | 0 | ||
Tax loss carry amount | |||
Income tax and social contribution | |||
Balance at beginning of period | 1,815 | 915 | |
Recognition in equity | 0 | ||
Recognition in profit or loss | (1,080) | 2,519 | |
Deferred tax acquired from business combination (9.5.c) | 0 | ||
Other | 1,826 | (1,619) | |
Exchange variation effect | (596) | 0 | |
Balance at end of period | 1,965 | 1,815 | R$ 915 |
Deferred tax asset | 1,965 | 3,228 | |
Deferred tax liabilities | R$ 0 | R$ 1413 |
Earnings per share (Details)
Earnings per share (Details) - BRL (R$) R$ / shares in Units, R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Profit attributable to holders of common shares | R$ 125916 | R$ 125957 | R$ 127654 |
Denominator | |||
Weighted average number of basic shares held by shareholders | 133,186,441 | 121,777,128 | 119,960,383 |
Earnings per share – basic | R$ 0.95 | R$ 1.03 | R$ 1.06 |
Numerator | |||
Profit attributable to holders of common shares | R$ 125916 | R$ 125957 | R$ 127654 |
Denominator | |||
Weighted average number of diluted shares held by shareholders | 134,774,674 | 125,155,798 | 123,287,891 |
Net earnings per share – diluted | R$ 0.93 | R$ 1.01 | R$ 1.04 |
Earnings per share (Details 1)
Earnings per share (Details 1) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share | |||
Weighted average common shares (basic) | 133,186,441 | 121,777,128 | 119,960,383 |
Effect of share-based compensation when exercised | 1,588,233 | 3,378,670 | 3,327,508 |
Weighted average number of common shares | 134,774,674 | 125,155,798 | 123,287,891 |
Financial instruments and ris_3
Financial instruments and risk management (Details) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets | ||
Financial assets, Amortized cost | R$ 1042870 | R$ 1442369 |
Financial assets measured at FVTPL | 11,194 | 896 |
Financial assets measured at FVOCI | 19,637 | |
Total financial assets | 1,073,701 | 1,443,265 |
Financial liabilities | ||
Financial liabilities, Amortized cost | 1,220,143 | 1,018,940 |
Financial liabilities measured at FVTPL | 142,497 | 535 |
Financial liabilities measured at FVOCI | 35,169 | |
Total financial liabilities | 1,397,809 | 1,019,475 |
Suppliers and other payables | ||
Financial liabilities | ||
Financial liabilities, Amortized cost | 33,376 | 33,566 |
Financial liabilities measured at FVTPL | 0 | 0 |
Financial liabilities measured at FVOCI | 0 | |
Total financial liabilities | 33,376 | 33,566 |
Loans and borrowings | ||
Financial liabilities | ||
Financial liabilities, Amortized cost | 974,231 | 788,709 |
Financial liabilities measured at FVTPL | 0 | 0 |
Financial liabilities measured at FVOCI | 0 | |
Total financial liabilities | 974,231 | 788,709 |
Lease liabilities | ||
Financial liabilities | ||
Financial liabilities, Amortized cost | 62,808 | 81,888 |
Financial liabilities measured at FVTPL | 0 | 0 |
Financial liabilities measured at FVOCI | 0 | |
Total financial liabilities | 62,808 | 81,888 |
Accounts payable for business combination | ||
Financial liabilities | ||
Financial liabilities, Amortized cost | 66,561 | 85,726 |
Financial liabilities measured at FVTPL | 138,388 | 0 |
Financial liabilities measured at FVOCI | 0 | |
Total financial liabilities | 204,949 | 85,726 |
Derivatives | ||
Financial liabilities | ||
Financial liabilities, Amortized cost | 0 | 0 |
Financial liabilities measured at FVTPL | 4,109 | 535 |
Financial liabilities measured at FVOCI | 0 | |
Total financial liabilities | 4,109 | 535 |
Non-derivatives financial instruments – future exports revenue | ||
Financial liabilities | ||
Financial liabilities, Amortized cost | 0 | |
Financial liabilities measured at FVTPL | 0 | |
Financial liabilities measured at FVOCI | 35,169 | |
Total financial liabilities | 35,169 | |
Contract liabilities | ||
Financial liabilities | ||
Financial liabilities, Amortized cost | 32,136 | 13,722 |
Financial liabilities measured at FVTPL | 0 | 0 |
Financial liabilities measured at FVOCI | 0 | |
Total financial liabilities | 32,136 | 13,722 |
Other liabilities | ||
Financial liabilities | ||
Financial liabilities, Amortized cost | 51,031 | 15,329 |
Financial liabilities measured at FVTPL | 0 | 0 |
Financial liabilities measured at FVOCI | 0 | |
Total financial liabilities | 51,031 | 15,329 |
Cash and cash equivalents | ||
Financial assets | ||
Financial assets, Amortized cost | 185,727 | 135,727 |
Financial assets measured at FVTPL | 0 | 0 |
Financial assets measured at FVOCI | 0 | |
Total financial assets | 185,727 | 135,727 |
Financial investments | ||
Financial assets | ||
Financial assets, Amortized cost | 96,299 | 798,786 |
Financial assets measured at FVTPL | 0 | 0 |
Financial assets measured at FVOCI | 0 | |
Total financial assets | 96,299 | 798,786 |
Trade receivables | ||
Financial assets | ||
Financial assets, Amortized cost | 501,671 | 340,519 |
Financial assets measured at FVTPL | 0 | 0 |
Financial assets measured at FVOCI | 0 | |
Total financial assets | 501,671 | 340,519 |
Contract assets | ||
Financial assets | ||
Financial assets, Amortized cost | 217,250 | 134,388 |
Financial assets measured at FVTPL | 0 | 0 |
Financial assets measured at FVOCI | 0 | |
Total financial assets | 217,250 | 134,388 |
Derivatives | ||
Financial assets | ||
Financial assets, Amortized cost | 0 | 0 |
Financial assets measured at FVTPL | 11,194 | 896 |
Financial assets measured at FVOCI | 0 | |
Total financial assets | 11,194 | 896 |
Non-derivatives financial instruments – future exports revenue | ||
Financial assets | ||
Financial assets, Amortized cost | 0 | |
Financial assets measured at FVTPL | 0 | |
Financial assets measured at FVOCI | 19,637 | |
Total financial assets | 19,637 | |
Other assets | ||
Financial assets | ||
Financial assets, Amortized cost | 41,923 | 32,949 |
Financial assets measured at FVTPL | 0 | 0 |
Financial assets measured at FVOCI | 0 | |
Total financial assets | R$ 41923 | R$ 32949 |
Financial instruments and ris_4
Financial instruments and risk management (Details 1) - Foreign currency risk - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
US dollar | ||
Financial instruments and risk management | ||
Net exposure | R$ 63060 | R$ 725388 |
US dollar | Financial investments | ||
Financial instruments and risk management | ||
Net exposure | 96,299 | 798,786 |
US dollar | Suppliers and other payables | ||
Financial instruments and risk management | ||
Net exposure | (4,229) | (8,763) |
US dollar | Trade receivables | ||
Financial instruments and risk management | ||
Net exposure | 304,617 | 233,724 |
US dollar | Loans and borrowings | ||
Financial instruments and risk management | ||
Net exposure | (223,512) | (266,561) |
US dollar | Lease liabilities | ||
Financial instruments and risk management | ||
Net exposure | (29,147) | (32,159) |
US dollar | Accounts payable for business combination | ||
Financial instruments and risk management | ||
Net exposure | (76,859) | 0 |
US dollar | Derivatives | ||
Financial instruments and risk management | ||
Net exposure | (4,109) | 361 |
GBP | ||
Financial instruments and risk management | ||
Net exposure | (35,889) | |
GBP | Financial investments | ||
Financial instruments and risk management | ||
Net exposure | 0 | |
GBP | Suppliers and other payables | ||
Financial instruments and risk management | ||
Net exposure | (2,264) | |
GBP | Trade receivables | ||
Financial instruments and risk management | ||
Net exposure | 51,152 | |
GBP | Loans and borrowings | ||
Financial instruments and risk management | ||
Net exposure | 0 | |
GBP | Lease liabilities | ||
Financial instruments and risk management | ||
Net exposure | (1,009) | |
GBP | Accounts payable for business combination | ||
Financial instruments and risk management | ||
Net exposure | (83,768) | |
GBP | Derivatives | ||
Financial instruments and risk management | ||
Net exposure | 0 | |
Other | ||
Financial instruments and risk management | ||
Net exposure | 7,735 | 5,589 |
Other | Financial investments | ||
Financial instruments and risk management | ||
Net exposure | 0 | 0 |
Other | Suppliers and other payables | ||
Financial instruments and risk management | ||
Net exposure | (2,078) | (722) |
Other | Trade receivables | ||
Financial instruments and risk management | ||
Net exposure | 12,306 | 7,273 |
Other | Loans and borrowings | ||
Financial instruments and risk management | ||
Net exposure | 0 | 0 |
Other | Lease liabilities | ||
Financial instruments and risk management | ||
Net exposure | (2,493) | (962) |
Other | Accounts payable for business combination | ||
Financial instruments and risk management | ||
Net exposure | 0 | 0 |
Other | Derivatives | ||
Financial instruments and risk management | ||
Net exposure | R$ 0 | R$ 0 |
Financial instruments and ris_5
Financial instruments and risk management (Details 2) - 12 months ended Dec. 31, 2022 - Cash flow hedges R$ in Thousands, $ in Thousands | BRL (R$) | USD ($) | |
Disclosure of detailed information about hedges [line items] | |||
Present value of hedging instrument notional value | R$ 250449 | $ 48,000 | |
2023 to 2026 | |||
Disclosure of detailed information about hedges [line items] | |||
Hedging Instrument | Foreign exchange gains and losses on proportion of non-derivative financial instruments cash flows | ||
Hedged Transaction | Foreign exchange gains and losses of highly probable future monthly exports revenues | ||
Nature of the Risk | Foreign Currency - Real vs U.S. Dollar Spot Rate | ||
Maturity Date | 2023 to 2026 | ||
Citibank | 2026 | |||
Disclosure of detailed information about hedges [line items] | |||
Hedging Instrument | [1] | Citibank | |
Maturity Date | [1] | 2026 | |
Present value of hedging instrument notional value | [1] | R$ 156531 | 30,000 |
Citibank | 2023 | |||
Disclosure of detailed information about hedges [line items] | |||
Hedging Instrument | [2] | Citibank | |
Maturity Date | [2] | 2023 | |
Present value of hedging instrument notional value | [2] | R$ 15653 | 3,000 |
Bradesco | 2023 | |||
Disclosure of detailed information about hedges [line items] | |||
Hedging Instrument | [2] | Bradesco | |
Maturity Date | [2] | 2023 | |
Present value of hedging instrument notional value | [2] | R$ 15653 | 3,000 |
Itaú | 2023 | |||
Disclosure of detailed information about hedges [line items] | |||
Hedging Instrument | [2] | Itaú | |
Maturity Date | [2] | 2023 | |
Present value of hedging instrument notional value | [2] | R$ 52177 | 10,000 |
Citibank - CI&T Inc. | 2023 | |||
Disclosure of detailed information about hedges [line items] | |||
Hedging Instrument | [2] | Citibank | |
Maturity Date | [2] | 2023 | |
Present value of hedging instrument notional value | [2] | R$ 10435 | $ 2,000 |
[1] Export credit note - NCE: Refers to financing to export software development services. Advance on Foreign Exchange Contract (ACC). |
Financial instruments and ris_6
Financial instruments and risk management (Details 3) R$ in Thousands | 12 Months Ended |
Dec. 31, 2022 BRL (R$) | |
Financial instruments and risk management | |
Recognized in Other comprehensive income | R$ 30600 |
Reclassified to the statements of financial position - occurred investments in acquisitions | 25,263 |
Reclassified to the statements of profit or loss - ineffective portion | 5,337 |
Balance as of December 31, 2022 | R$ 0 |
Financial instruments and ris_7
Financial instruments and risk management (Details 4) R$ in Thousands | 12 Months Ended |
Dec. 31, 2022 BRL (R$) | |
Financial instruments and risk management | |
Recognized in Other comprehensive income | R$ 23855 |
Reclassified to the statements of profit or loss - occurred exports | 8,323 |
Balance as of December 31, 2022 | R$ 15532 |
Financial instruments and ris_8
Financial instruments and risk management (Details 5) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 BRL (R$) GBP (£) USD ($) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2020 BRL (R$) | |
Financial instruments and risk management | |||
Interest expenses | R$ 73837 | R$ 29729 | R$ 10304 |
Probable scenario (i) | |||
Net exchange variation on transactions | |||
Effect on earnings (increase) | (2,795) | ||
Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Effect on earnings (increase) | (16,845) | ||
Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Effect on earnings (increase) | R$ 30896 | ||
Foreign currency appreciation - USD | |||
Net exchange variation on transactions | |||
Exchange rate variation in the year | $ | 5.2177 | ||
Foreign currency appreciation - USD | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Exchange rate variation in the year | $ | 5.4039 | ||
Effect on earnings (increase) | R$ 6924 | ||
Foreign currency appreciation - USD | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Exchange rate variation in the year | $ | 6.7549 | ||
Effect on earnings (increase) | R$ 51540 | ||
Foreign currency appreciation - USD | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Exchange rate variation in the year | $ | 8.1059 | ||
Effect on earnings (increase) | R$ 96155 | ||
Foreign currency appreciation - GBP | |||
Net exchange variation on transactions | |||
Exchange rate variation in the year | £ | 6.2785 | ||
Foreign currency appreciation - GBP | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Exchange rate variation in the year | £ | 6.396 | ||
Effect on earnings (increase) | R$ 672 | ||
Foreign currency appreciation - GBP | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Exchange rate variation in the year | £ | 7.995 | ||
Effect on earnings (increase) | R$ 9812 | ||
Foreign currency appreciation - GBP | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Exchange rate variation in the year | £ | 9.594 | ||
Effect on earnings (increase) | R$ 18953 | ||
Short-term financial investments | Interest rate increase - CDI | |||
Financial instruments and risk management | |||
Net exposure | R$ 58464 | ||
Period rates (%) | 13.65% | ||
Short-term financial investments | Interest rate increase - CDI | Probable scenario (i) | |||
Financial instruments and risk management | |||
Period rates (%) | 13.95% | ||
Interest income | R$ 175 | ||
Short-term financial investments | Interest rate increase - CDI | Adverse Scenario (ii) | |||
Financial instruments and risk management | |||
Period rates (%) | 17.44% | ||
Interest income | R$ 2216 | ||
Short-term financial investments | Interest rate increase - CDI | Remote Scenario (iii) | |||
Financial instruments and risk management | |||
Period rates (%) | 20.93% | ||
Interest income | R$ 4256 | ||
Derivatives (interest rate swap) | Interest rate increase - Libor | |||
Financial instruments and risk management | |||
Net exposure | R$ 129701 | ||
Period rates (%) | 3.81% | ||
Derivatives (interest rate swap) | Interest rate increase - Libor | Probable scenario (i) | |||
Financial instruments and risk management | |||
Period rates (%) | 4.65% | ||
Interest income | R$ 1089 | ||
Derivatives (interest rate swap) | Interest rate increase - Libor | Adverse Scenario (ii) | |||
Financial instruments and risk management | |||
Period rates (%) | 5.81% | ||
Interest income | R$ 2594 | ||
Derivatives (interest rate swap) | Interest rate increase - Libor | Remote Scenario (iii) | |||
Financial instruments and risk management | |||
Period rates (%) | 6.98% | ||
Interest income | R$ 4112 | ||
Financial investments | Foreign currency appreciation - USD | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 18,456 | ||
Financial investments | Foreign currency appreciation - USD | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 3,437 | ||
Financial investments | Foreign currency appreciation - USD | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 28,371 | ||
Financial investments | Foreign currency appreciation - USD | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 53,305 | ||
Loans and borrowings | Interest rate increase - CDI | |||
Financial instruments and risk management | |||
Net exposure | R$ 298443 | ||
Period rates (%) | 13.65% | ||
Loans and borrowings | Interest rate increase - CDI | Probable scenario (i) | |||
Financial instruments and risk management | |||
Period rates (%) | 13.95% | ||
Interest expenses | R$ 895 | ||
Loans and borrowings | Interest rate increase - CDI | Adverse Scenario (ii) | |||
Financial instruments and risk management | |||
Period rates (%) | 17.44% | ||
Interest expenses | R$ 11311 | ||
Loans and borrowings | Interest rate increase - CDI | Remote Scenario (iii) | |||
Financial instruments and risk management | |||
Period rates (%) | 20.93% | ||
Interest expenses | R$ 21727 | ||
Loans and borrowings | Interest rate increase - Libor | |||
Financial instruments and risk management | |||
Net exposure | R$ 129701 | ||
Period rates (%) | 3.81% | ||
Loans and borrowings | Interest rate increase - Libor | Probable scenario (i) | |||
Financial instruments and risk management | |||
Period rates (%) | 4.65% | ||
Interest expenses | R$ 1089 | ||
Loans and borrowings | Interest rate increase - Libor | Adverse Scenario (ii) | |||
Financial instruments and risk management | |||
Period rates (%) | 5.81% | ||
Interest expenses | R$ 2594 | ||
Loans and borrowings | Interest rate increase - Libor | Remote Scenario (iii) | |||
Financial instruments and risk management | |||
Period rates (%) | 6.98% | ||
Interest expenses | R$ 4112 | ||
Loans and borrowings | Interest rate increase - SOFR | |||
Financial instruments and risk management | |||
Net exposure | R$ 341170 | ||
Period rates (%) | 4.31% | ||
Loans and borrowings | Interest rate increase - SOFR | Probable scenario (i) | |||
Financial instruments and risk management | |||
Period rates (%) | 4.88% | ||
Interest expenses | R$ 1945 | ||
Loans and borrowings | Interest rate increase - SOFR | Adverse Scenario (ii) | |||
Financial instruments and risk management | |||
Period rates (%) | 6.10% | ||
Interest expenses | R$ 6107 | ||
Loans and borrowings | Interest rate increase - SOFR | Remote Scenario (iii) | |||
Financial instruments and risk management | |||
Period rates (%) | 7.32% | ||
Interest expenses | R$ 10269 | ||
Loans and borrowings | Foreign currency appreciation - USD | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (42,837) | ||
Loans and borrowings | Foreign currency appreciation - USD | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (7,976) | ||
Loans and borrowings | Foreign currency appreciation - USD | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (65,849) | ||
Loans and borrowings | Foreign currency appreciation - USD | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (123,723) | ||
Derivatives | Foreign currency appreciation - USD | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 20,003 | ||
Derivatives | Foreign currency appreciation - USD | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 3,724 | ||
Derivatives | Foreign currency appreciation - USD | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 30,748 | ||
Derivatives | Foreign currency appreciation - USD | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 57,772 | ||
Suppliers and other payables | Foreign currency appreciation - USD | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (811) | ||
Suppliers and other payables | Foreign currency appreciation - USD | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (151) | ||
Suppliers and other payables | Foreign currency appreciation - USD | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (1,246) | ||
Suppliers and other payables | Foreign currency appreciation - USD | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (2,341) | ||
Suppliers and other payables | Foreign currency appreciation - GBP | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (361) | ||
Suppliers and other payables | Foreign currency appreciation - GBP | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (42) | ||
Suppliers and other payables | Foreign currency appreciation - GBP | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (619) | ||
Suppliers and other payables | Foreign currency appreciation - GBP | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (1,196) | ||
Trade receivables | Foreign currency appreciation - USD | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 58,381 | ||
Trade receivables | Foreign currency appreciation - USD | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 10,871 | ||
Trade receivables | Foreign currency appreciation - USD | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 89,744 | ||
Trade receivables | Foreign currency appreciation - USD | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 168,617 | ||
Trade receivables | Foreign currency appreciation - GBP | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 8,147 | ||
Trade receivables | Foreign currency appreciation - GBP | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 957 | ||
Trade receivables | Foreign currency appreciation - GBP | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 13,985 | ||
Trade receivables | Foreign currency appreciation - GBP | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | 27,012 | ||
Lease liabilities | Foreign currency appreciation - USD | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (5,586) | ||
Lease liabilities | Foreign currency appreciation - USD | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (1,040) | ||
Lease liabilities | Foreign currency appreciation - USD | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (8,587) | ||
Lease liabilities | Foreign currency appreciation - USD | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (16,134) | ||
Lease liabilities | Foreign currency appreciation - GBP | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (161) | ||
Lease liabilities | Foreign currency appreciation - GBP | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (19) | ||
Lease liabilities | Foreign currency appreciation - GBP | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (276) | ||
Lease liabilities | Foreign currency appreciation - GBP | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (533) | ||
Accounts payable for business combination | Interest rate increase - CDI | |||
Financial instruments and risk management | |||
Net exposure | R$ 43348 | ||
Period rates (%) | 13.65% | ||
Accounts payable for business combination | Interest rate increase - CDI | Probable scenario (i) | |||
Financial instruments and risk management | |||
Period rates (%) | 13.95% | ||
Interest expenses | R$ 130 | ||
Accounts payable for business combination | Interest rate increase - CDI | Adverse Scenario (ii) | |||
Financial instruments and risk management | |||
Period rates (%) | 17.44% | ||
Interest expenses | R$ 1643 | ||
Accounts payable for business combination | Interest rate increase - CDI | Remote Scenario (iii) | |||
Financial instruments and risk management | |||
Period rates (%) | 20.93% | ||
Interest expenses | R$ 3156 | ||
Accounts payable for business combination | Foreign currency appreciation - USD | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (14,582) | ||
Accounts payable for business combination | Foreign currency appreciation - USD | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (1,941) | ||
Accounts payable for business combination | Foreign currency appreciation - USD | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (21,641) | ||
Accounts payable for business combination | Foreign currency appreciation - USD | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (41,341) | ||
Accounts payable for business combination | Foreign currency appreciation - GBP | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (13,342) | ||
Accounts payable for business combination | Foreign currency appreciation - GBP | Probable scenario (i) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (1,568) | ||
Accounts payable for business combination | Foreign currency appreciation - GBP | Adverse Scenario (ii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | (22,902) | ||
Accounts payable for business combination | Foreign currency appreciation - GBP | Remote Scenario (iii) | |||
Net exchange variation on transactions | |||
Amount of exchange rate variation in the year | R$ 44236 |
Financial instruments and ris_9
Financial instruments and risk management (Details 6) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments and risk management | ||
Maximum credit risk exposure | R$ 1054064 | R$ 1443265 |
Hedge financial instruments (current and non-current) | ||
Financial instruments and risk management | ||
Maximum credit risk exposure | 11,194 | 896 |
Cash and cash equivalents | ||
Financial instruments and risk management | ||
Maximum credit risk exposure | 185,727 | 135,727 |
Financial investments | ||
Financial instruments and risk management | ||
Maximum credit risk exposure | 96,299 | 798,786 |
Trade receivables | ||
Financial instruments and risk management | ||
Maximum credit risk exposure | 501,671 | 340,519 |
Contract assets | ||
Financial instruments and risk management | ||
Maximum credit risk exposure | 217,250 | 134,388 |
Other receivables (current and non-current) | ||
Financial instruments and risk management | ||
Maximum credit risk exposure | R$ 41923 | R$ 32949 |
Financial instruments and ri_10
Financial instruments and risk management (Details 7) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments and risk management | ||
Total | R$ 1054064 | R$ 1443265 |
Trade receivables, contract assets and other receivables | ||
Financial instruments and risk management | ||
Total | 760,844 | 507,875 |
Trade receivables, contract assets and other receivables | NAE (North America and Europe) | ||
Financial instruments and risk management | ||
Total | 499,626 | 297,430 |
Trade receivables, contract assets and other receivables | North America | ||
Financial instruments and risk management | ||
Total | 426,166 | 287,992 |
Trade receivables, contract assets and other receivables | Europe | ||
Financial instruments and risk management | ||
Total | 73,460 | 9,438 |
Trade receivables, contract assets and other receivables | LATAM (Latin America) | ||
Financial instruments and risk management | ||
Total | 246,270 | 202,528 |
Trade receivables, contract assets and other receivables | APJ (Asia, Pacific and Japan) | ||
Financial instruments and risk management | ||
Total | R$ 14948 | R$ 7917 |
Financial instruments and ri_11
Financial instruments and risk management (Details 8) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments and risk management | ||
Financial liabilities, carrying amount | R$ 1397809 | R$ 1019475 |
Loans and borrowings | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 974,231 | 788,709 |
Lease liabilities | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 62,808 | 81,888 |
Accounts payable for business combination | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 204,949 | 85,726 |
Contract liabilities | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 32,136 | 13,722 |
Derivatives | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 4,109 | 535 |
Liquidity risk | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 1,397,809 | 1,019,475 |
Financial liabilities, Contractual cash flow | 1,632,948 | 1,211,482 |
Liquidity risk | Trade payables | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 33,376 | 33,566 |
Non-derivative financial liabilities, Contractual cash flow | 33,376 | 33,566 |
Liquidity risk | Loans and borrowings | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 974,231 | 788,709 |
Non-derivative financial liabilities, Contractual cash flow | 1,176,743 | 974,942 |
Liquidity risk | Lease liabilities | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 62,808 | 81,888 |
Non-derivative financial liabilities, Contractual cash flow | 70,837 | 87,662 |
Liquidity risk | Accounts payable for business combination | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 204,949 | 85,726 |
Non-derivative financial liabilities, Contractual cash flow | 229,547 | 85,726 |
Liquidity risk | Contract liabilities | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 32,136 | 13,722 |
Non-derivative financial liabilities, Contractual cash flow | 32,136 | 13,722 |
Liquidity risk | Other payables (current and non-current) | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 51,031 | 15,329 |
Non-derivative financial liabilities, Contractual cash flow | 51,031 | 15,329 |
Liquidity risk | Derivatives | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 4,109 | 535 |
Derivative financial liabilities, Contractual cash flow | 4,109 | 535 |
Liquidity risk | Non-derivatives financial instruments | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 35,169 | |
Non-derivative financial liabilities, Contractual cash flow | 35,169 | |
Liquidity risk | 6 months or less | ||
Financial instruments and risk management | ||
Financial liabilities, Contractual cash flow | 381,176 | 212,812 |
Liquidity risk | 6 months or less | Trade payables | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 33,376 | 33,566 |
Liquidity risk | 6 months or less | Loans and borrowings | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 146,564 | 136,161 |
Liquidity risk | 6 months or less | Lease liabilities | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 13,903 | 12,435 |
Liquidity risk | 6 months or less | Accounts payable for business combination | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 64,888 | 1,064 |
Liquidity risk | 6 months or less | Contract liabilities | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 32,136 | 13,722 |
Liquidity risk | 6 months or less | Other payables (current and non-current) | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 51,031 | 15,329 |
Liquidity risk | 6 months or less | Derivatives | ||
Financial instruments and risk management | ||
Derivative financial liabilities, Contractual cash flow | 4,109 | 535 |
Liquidity risk | 6 months or less | Non-derivatives financial instruments | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 35,169 | |
Liquidity risk | 6- 12 months | ||
Financial instruments and risk management | ||
Financial liabilities, Contractual cash flow | 126,171 | 148,156 |
Liquidity risk | 6- 12 months | Trade payables | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 6- 12 months | Loans and borrowings | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 107,207 | 88,045 |
Liquidity risk | 6- 12 months | Lease liabilities | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 11,480 | 12,251 |
Liquidity risk | 6- 12 months | Accounts payable for business combination | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 7,484 | 47,860 |
Liquidity risk | 6- 12 months | Contract liabilities | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 6- 12 months | Other payables (current and non-current) | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 6- 12 months | Derivatives | ||
Financial instruments and risk management | ||
Derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 6- 12 months | Non-derivatives financial instruments | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | |
Liquidity risk | 1-2 years | ||
Financial instruments and risk management | ||
Financial liabilities, Contractual cash flow | 387,137 | 205,485 |
Liquidity risk | 1-2 years | Trade payables | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 1-2 years | Loans and borrowings | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 273,298 | 171,022 |
Liquidity risk | 1-2 years | Lease liabilities | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 17,981 | 22,284 |
Liquidity risk | 1-2 years | Accounts payable for business combination | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 95,858 | 12,179 |
Liquidity risk | 1-2 years | Contract liabilities | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 1-2 years | Other payables (current and non-current) | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 1-2 years | Derivatives | ||
Financial instruments and risk management | ||
Derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 1-2 years | Non-derivatives financial instruments | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | |
Liquidity risk | 2-5 Years | ||
Financial instruments and risk management | ||
Financial liabilities, Contractual cash flow | 738,464 | 645,029 |
Liquidity risk | 2-5 Years | Trade payables | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 2-5 Years | Loans and borrowings | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 649,674 | 579,714 |
Liquidity risk | 2-5 Years | Lease liabilities | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 27,473 | 40,692 |
Liquidity risk | 2-5 Years | Accounts payable for business combination | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 61,317 | 24,623 |
Liquidity risk | 2-5 Years | Contract liabilities | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 2-5 Years | Other payables (current and non-current) | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | 0 | 0 |
Liquidity risk | 2-5 Years | Derivatives | ||
Financial instruments and risk management | ||
Derivative financial liabilities, Contractual cash flow | 0 | R$ 0 |
Liquidity risk | 2-5 Years | Non-derivatives financial instruments | ||
Financial instruments and risk management | ||
Non-derivative financial liabilities, Contractual cash flow | R$ 0 |
Financial instruments and ri_12
Financial instruments and risk management (Details 9) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments and risk management | ||
Financial liabilities, carrying amount | R$ 1397809 | R$ 1019475 |
Bank credit lines | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 54,786 | 58,595 |
Used Bank credit lines | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | 0 | 11,161 |
Not used Bank credit lines | ||
Financial instruments and risk management | ||
Financial liabilities, carrying amount | R$ 54786 | R$ 47434 |
Financial instruments and ri_13
Financial instruments and risk management (Details 10) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 BRL (R$) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
February 25, 2022 | ||||
Financial instruments and risk management | ||||
Contracted rate | 5.622 | |||
Notional amount of financial derivatives | R$ 3148000 | $ (560) | ||
Market rate | 5.3459 | |||
Fair value | R$ 17000 | |||
NDF | February 25, 2022 | ||||
Financial instruments and risk management | ||||
Fair value | (17,000) | |||
Zero-cost collar | ||||
Financial instruments and risk management | ||||
Fair value | (25,000) | |||
Zero-cost collar | Call option | ||||
Financial instruments and risk management | ||||
Fair value | 494,000 | |||
Zero-cost collar | Call option | 01/21/2021 - 01/17/2022 | ||||
Financial instruments and risk management | ||||
Notional amount of financial derivatives | R$ 4900000 | 875 | ||
Market rate | 5.5563 | |||
Fair value | R$ 298000 | |||
Zero-cost collar | Call option | 02/25/2021 - 02/25/2022 | ||||
Financial instruments and risk management | ||||
Notional amount of financial derivatives | R$ 2909000 | 490 | ||
Market rate | 5.469 | |||
Fair value | R$ 196000 | |||
Zero-cost collar | Put option | ||||
Financial instruments and risk management | ||||
Fair value | (519,000) | |||
Zero-cost collar | Put option | 01/21/2021 - 01/17/2022 | ||||
Financial instruments and risk management | ||||
Notional amount of financial derivatives | R$ 4900000 | 875 | ||
Market rate | 5.8257 | |||
Fair value | R$ 349000 | |||
Zero-cost collar | Put option | 02/25/2021 - 02/25/2022 | ||||
Financial instruments and risk management | ||||
Notional amount of financial derivatives | R$ 2909000 | 490 | ||
Market rate | 5.649 | |||
Fair value | R$ 170000 | |||
Interest rate swap | ||||
Financial instruments and risk management | ||||
Floating rate receivable | CDI | |||
Fair value | R$ 7085000 | 403,000 | ||
Interest rate swap | 07/16/2026 | ||||
Financial instruments and risk management | ||||
Nominal value | R$ 152100000 | R$ 152100000 | $ 30,000 | $ 30,000 |
Floating rate receivable | 3-months LIBOR | 3-month LIBOR | ||
Fixed rate payable | 3.07% | 3.07% | 3.07% | 3.07% |
Fair value | R$ 11194000 | R$ 403000 | ||
Interest rate swap | 07/07/2026 | ||||
Financial instruments and risk management | ||||
Nominal value | R$ 100000000 | $ 0 | ||
Fixed rate payable | 4.90% | 4.90% | ||
Fair value | R$ 4109000 |
Financial instruments and ri_14
Financial instruments and risk management (Details 11) - Level 2 - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | R$ 1234903 | R$ 955962 |
Net financial assets (liabilities) at fair value | (1,234,903) | (955,962) |
Derivatives | ||
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | 7,085 | 361 |
Net financial assets (liabilities) at fair value | 7,085 | 361 |
Non-Deliverable Forward - NDF | ||
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | 0 | (17) |
Net financial assets (liabilities) at fair value | 0 | (17) |
Call and put option term | ||
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | 0 | (25) |
Net financial assets (liabilities) at fair value | 0 | (25) |
Interest rate swap | ||
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | 7,085 | 403 |
Net financial assets (liabilities) at fair value | 7,085 | 403 |
Non-derivatives | ||
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | (1,241,988) | (956,323) |
Net financial assets (liabilities) at fair value | (1,241,988) | (956,323) |
Lease liabilities | ||
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | (62,808) | (81,888) |
Net financial assets (liabilities) at fair value | (62,808) | (81,888) |
Loans and borrowings | ||
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | (974,231) | (788,709) |
Net financial assets (liabilities) at fair value | (974,231) | (788,709) |
Accounts payable for business combination | ||
Financial instruments measured at fair value | ||
Net financial assets (liabilities) at carrying value | (204,949) | (85,726) |
Net financial assets (liabilities) at fair value | R$ 204949 | R$ 85726 |
Financial instruments and ri_15
Financial instruments and risk management (Details 12 - Textuals 1) $ in Thousands | 12 Months Ended | |||||||||
Nov. 01, 2022 BRL (R$) | Nov. 01, 2022 USD ($) | Sep. 01, 2022 BRL (R$) | Sep. 01, 2022 USD ($) | Jan. 27, 2022 BRL (R$) | Jan. 27, 2022 USD ($) | Jan. 03, 2022 BRL (R$) | Jan. 03, 2022 USD ($) | Dec. 31, 2022 BRL (R$) | Nov. 01, 2022 USD ($) | |
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Exchange rate variation balance accumulated in equity (in Brazilian reals) | R$ 8951000 | |||||||||
Reclassified from equity to profit or loss | R$ 5337000 | |||||||||
Adverse Scenario (ii) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Percentage of variation in risk factor (as a percent) | 25% | |||||||||
Remote Scenario (iii) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Percentage of variation in risk factor (as a percent) | 50% | |||||||||
Foreign currency appreciation | Probable scenario (i) | Brazilian real per US dollar | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Exchange rate variation in the year | 5.4 | |||||||||
Foreign currency appreciation | Probable scenario (i) | Brazilian real per Great Britain Pound | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Exchange rate variation in the year | 6.39 | |||||||||
Short-term financial investments | Interest rate increase - CDI | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 13.65% | |||||||||
Short-term financial investments | Interest rate increase - CDI | Probable scenario (i) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 13.95% | |||||||||
Short-term financial investments | Interest rate increase - CDI | Adverse Scenario (ii) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 17.44% | |||||||||
Short-term financial investments | Interest rate increase - CDI | Remote Scenario (iii) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 20.93% | |||||||||
Loans and borrowings | Interest rate increase - CDI | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 13.65% | |||||||||
Loans and borrowings | Interest rate increase - CDI | Probable scenario (i) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 13.95% | |||||||||
Loans and borrowings | Interest rate increase - CDI | Adverse Scenario (ii) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 17.44% | |||||||||
Loans and borrowings | Interest rate increase - CDI | Remote Scenario (iii) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 20.93% | |||||||||
Loans and borrowings | Interest rate increase - Libor | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 3.81% | |||||||||
Loans and borrowings | Interest rate increase - Libor | Probable scenario (i) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 4.65% | |||||||||
Loans and borrowings | Interest rate increase - Libor | Adverse Scenario (ii) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 5.81% | |||||||||
Loans and borrowings | Interest rate increase - Libor | Remote Scenario (iii) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Period rates (as a percent) | 6.98% | |||||||||
Non-derivatives US dollar financial investment | Highly probable future acquisitions | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Hedge relationships | R$ 572940000 | $ 104,615 | ||||||||
Financial instruments no longer meets the criteria for hedge accounting | R$ 75044000 | $ 14,275 | ||||||||
Non-derivatives US dollar financial investment | Highly probable future acquisitions | Somo Global Ltd ("Somo") and its subsidiaries (“Somo Group”) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Realized for investments | R$ 347704000 | $ 64,615 | ||||||||
Non-derivatives US dollar financial investment | Highly probable future acquisitions | Transpire Technology Pty Ltd ("Transpire") | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Realized for investments | R$ 55545000 | $ 10,725 | ||||||||
Non-derivatives US dollar financial investment | Highly probable future acquisitions | NTERSOL Consulting LLC (“NTERSOL”) | ||||||||||
Disclosure of detailed information about financial instruments [line items] | ||||||||||
Realized for investments | R$ 80181000 | $ 15,000 |
Financial instruments and ri_16
Financial instruments and risk management (Details 13 - Textuals 2) $ in Thousands | Dec. 31, 2022 BRL (R$) R$ / shares | Dec. 31, 2022 USD ($) R$ / shares | Dec. 31, 2021 BRL (R$) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 BRL (R$) | Dec. 31, 2019 BRL (R$) |
Financial instruments and risk management | ||||||
Cash and cash equivalents | R$ 185727000 | R$ 135727000 | R$ 162827000 | R$ 79500000 | ||
Financial investments | R$ 96299000 | $ 18,456 | 798,786,000 | $ 143,139 | ||
Zero-cost collar | ||||||
Financial instruments and risk management | ||||||
Purchase and sale agreement for derivative financial instruments, fair value | R$ 25000 | |||||
Net premium of contracted derivatives | R$ / shares | 0 | 0 | ||||
Revolving credit facility | ||||||
Financial instruments and risk management | ||||||
Credit facility, maximum borrowing capacity | R$ 54786000 | $ 10,500 | ||||
Revolving credit facility | Brazilian real per US dollar | ||||||
Financial instruments and risk management | ||||||
Exchange rate variation in the year | 5.2177 |
Related parties (Details - Text
Related parties (Details - Textuals) - BRL (R$) R$ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related parties | ||||
Additional post-employment obligation | R$ 0 | |||
Other long-term benefits | 0 | |||
Executive key management | ||||
Related parties | ||||
Direct compensation to key management personnel related to social charges and short-term benefits | 10,997 | R$ 11096 | R$ 9519 | |
Amount paid for cancellation of the Group's stock option plan | R$ 628 | 43,354 | ||
Compensation to key management personnel for stock option plan, recognized in the statement of profit or loss | R$ 21 | R$ 99 | R$ 22 |
Operating segments (Details)
Operating segments (Details) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating segments | |||
Total (Note 23) | R$ 2187710 | R$ 1444380 | R$ 956519 |
NAE (North America and Europe) | |||
Operating segments | |||
Total (Note 23) | 1,129,166 | 693,006 | 471,763 |
North America | |||
Operating segments | |||
Total (Note 23) | 923,174 | 654,858 | 451,999 |
Europe | |||
Operating segments | |||
Total (Note 23) | 205,992 | 28,148 | 19,764 |
LATAM (Latin America) | |||
Operating segments | |||
Total (Note 23) | 975,948 | 701,206 | 435,987 |
APJ (Asia, Pacific and Japan) | |||
Operating segments | |||
Total (Note 23) | R$ 82596 | R$ 50168 | R$ 48769 |
Operating segments (Details 1)
Operating segments (Details 1) - BRL (R$) R$ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue by client concentration | |||
Revenue | R$ 2187710 | R$ 1444380 | R$ 956519 |
Top client | |||
Revenue by client concentration | |||
Revenue | 325,505 | 283,311 | 190,599 |
Top 10 clients | |||
Revenue by client concentration | |||
Revenue | R$ 1079941 | R$ 913890 | R$ 644722 |
Operating segments (Details 2)
Operating segments (Details 2) - BRL (R$) R$ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating segments | ||
Non-current assets, except deferred taxes | R$ 1911000 | R$ 879450 |
Brazil | ||
Operating segments | ||
Non-current assets, except deferred taxes | 819,873 | 818,221 |
Cayman | ||
Operating segments | ||
Non-current assets, except deferred taxes | 405,145 | 0 |
United States of America | ||
Operating segments | ||
Non-current assets, except deferred taxes | 676,167 | 58,061 |
China | ||
Operating segments | ||
Non-current assets, except deferred taxes | 2,317 | 2,239 |
Australia | ||
Operating segments | ||
Non-current assets, except deferred taxes | 2,987 | 8 |
United Kingdom | ||
Operating segments | ||
Non-current assets, except deferred taxes | 1,804 | 74 |
Canada | ||
Operating segments | ||
Non-current assets, except deferred taxes | 280 | 284 |
Portugal | ||
Operating segments | ||
Non-current assets, except deferred taxes | 569 | 387 |
Other countries | ||
Operating segments | ||
Non-current assets, except deferred taxes | R$ 1858 | R$ 176 |
Operating segments (Details 3)
Operating segments (Details 3) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Top client | |||
Revenue by client concentration | |||
Percentage of total net revenues | 15% | 20% | 20% |