Vasta Platform Limited (VSTA) 6-K Current report (foreign)

Exhibit 99.2

VASTA Platform Limited

Unaudited Condensed Interim Consolidated Financial Statements

Six-months period ended June 30, 2022

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Content

Consolidated statement of financial position	3
Consolidated interim statement of profit or loss and other comprehensive income	5
Consolidated interim statement of changes in equity	6
Consolidated interim statement of cash flows	7
Notes to the condensed interim consolidated financial statements	9

2 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Unaudited Condensed Interim Consolidated Statement of Financial Position

As of June 30, 2022 and December 31, 2021

In thousands of R$, unless otherwise stated

Assets	Note		June 30, 2022		December 31, 2021
Current assets
Cash and cash equivalents		7		147,762		309,893
Marketable securities		8		417,770		166,349
Trade receivables		9		427,184		505,514
Inventories		10		225,916		242,363
Taxes recoverable				31,355		24,564
Income tax and social contribution recoverable				9,891		8,771
Prepayments				61,087		40,069
Other receivables				5,385		2,105
Related parties – other receivables		18		1,101		501
Total current assets				1,327,451		1,300,129
Non-current assets
Judicial deposits and escrow accounts		19.b		181,381		178,824
Deferred income tax and social contribution				177,890		130,405
Property, plant and equipment		11		224,784		185,682
Intangible assets and goodwill		12		5,506,471		5,538,367
Total non-current assets				6,090,526		6,033,278
Total Assets				7,417,977		7,333,407

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

3 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Unaudited Condensed Interim Consolidated Statement of Financial Position

As of June 30, 2022 and December 31, 2021

In thousands of R$, unless otherwise stated

Liabilities	Note		June 30, 2022			December 31, 2021
Current liabilities
Bonds and financing		13		295,185			281,491
Lease liabilities		15		32,016			26,636
Suppliers		14		263,893			264,787
Income tax and social contribution payable				21,090			16,666
Salaries and social contributions		17		90,166			62,829
Contractual obligations and deferred income				61,471			46,037
Accounts payable for business combination		16		75,587			20,502
Other liabilities				18,685			20,033
Other liabilities - related parties		18		30,050			39,271
Total current liabilities				888,143			778,252
Non-current liabilities
Bonds and financing		13		549,593			549,735
Lease liabilities		15		133,389			133,906
Accounts payable for business combination		16		509,916			511,811
Provision for tax, civil and labor losses		19		664,186			646,850
Contractual obligations and deferred income				4,317			128
Other liabilities				47,082			47,516
Total non-current liabilities				1,908,483			1,889,946
Shareholder's Equity
Share capital		21		4,820,815			4,820,815
Capital reserve				72,101			61,488
Treasury shares				(23,880	)		(23,880	)
Accumulated losses				(247,685	)		(193,214	)
Total Shareholder's Equity				4,621,351			4,665,209
Total Liabilities and Shareholder's Equity				7,417,977			7,333,407

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

4 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Unaudited Condensed Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income for the three and six-months periods ended June 30, 2022 and 2021

In thousands of R$, except earnings for share

	Note		April 01, to June 30, 2022			June 30, 2022			April 01, to June 30, 2021			June 30, 2021
Net revenue from sales and services		22		189,956			570,537			141,135			421,967
Sales				180,339			552,225			127,688			402,572
Services				9,617			18,312			13,447			19,395
Cost of goods sold and services		23		(79,966	)		(209,203	)		(67,547	)		(181,529	)
Gross profit				109,990			361,334			73,588			240,438
Operating income (expenses)
General and administrative expenses		23		(127,139	)		(253,227	)		(97,930	)		(207,806	)
Commercial expenses		23		(46,988	)		(94,921	)		(35,584	)		(85,093	)
Other income and (expenses), net		23		707			1,640			(963	)		1,504
Impairment losses on trade receivables		9 and 23		(3,543	)		(12,439	)		(15,599	)		(18,208	)
(Loss) profit before finance result and taxes				(66,973	)		2,387			(76,488	)		(69,165	)
Finance result
Finance income		24		21,896			37,165			5,798			11,261
Finance costs		24		(69,902	)		(127,865	)		(20,773	)		(40,488	)
Loss before income tax and social contribution				(114,979	)		(88,313	)		(91,463	)		(98,392	)
Income tax and social contribution		20		40,318			33,842			29,266			30,678
Loss for the period				(74,661	)		(54,471	)		(62,197	)		(67,714	)
Basic earnings (loss) per share – R$		21.b		(0.89	)		(0.65	)		(0.75	)		(0.82	)
Diluted earnings (loss) per share – R$		21.b		(0.89	)		(0.65	)		(0.75	)		(0.82	)

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

5 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Unaudited Condensed Interim Consolidated Statement of Changes in Equity

For the six-months periods ended June 30, 2022 and 2021

In thousands of R$, unless otherwise stated

	Share capital		Share issuance costs			Share-based compensation reserve (granted)			Share-based compensation reserve (vested)		Treasury shares			Accumulated losses			Total Shareholders' Equity/ Net Investment
Balance as of December 31, 2021		4,961,988		(141,173	)		30,445			31,043		(23,880	)		(193,214	)		4,665,209
Loss for the period		-		-			-			-		-			(54,471	)		(54,471	)
Share based compensations granted and issued		-		-			10,613			-		-			-			10,613
Share based compensation vested		-		-			(2,636	)		2,636		-			-			-
Balance as of June 30, 2022 (unaudited)		4,961,988		(141,173	)		38,422			33,679		(23,880	)		(247,685	)		4,621,351
Balance as of December 31,2020		4,961,988		(141,173	)		38,962			-		-			(74,460	)		4,785,317
Loss for the period															(67,714	)		(67,714	)
Share based compensations granted and issued		-		-			12,221			-		-			-			12,221
Share based compensation vested		-		-			(31,043	)		31,043		-			-			-
Balance as of June 30, 2021 (unaudited)		4,961,988		(141,173	)		20,140			31,043		-			(142,174	)		4,729,824

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

6 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Unaudited Condensed Interim Consolidated Statement of Cash Flows

For the six-months period ended June 30, 2022 and 2021

In thousands of R$, unless otherwise stated

			For the six-months period ended June 30,
	Notes		2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax and social contribution				(88,313	)		(98,392	)
Adjustments for:
Depreciation and amortization		11 and 12		131,892			98,899
Impairment losses on trade receivables		9		12,439			18,208
Reversal of provision for tax, civil and labor losses		19.a		(6,860	)		(849	)
Interest on provision for tax, civil and labor losses		19.a		25,556			10,275
Provision for obsolete inventories		10		6,110			8,647
Interest on bonds and financing		24		52,089			12,940
Contractual obligations and right to returned goods				2,687			3,802
Interest on accounts payable for business combination		24		29,791			(623	)
Imputed interest on suppliers		24		8,402			2,783
Other financial expenses and net interest		24		(5,624	)		-
Share-based payment expense				10,613			12,221
Interest on lease liabilities		24		7,290			8,060
Interest on marketable securities incurred		24		(26,804	)		(8,077	)
Cancellations of right-of-use contracts		11 and 15		904			-
Residual value of disposals of property, plant and equipment and intangible assets		11 and 15		-			76
				160,172			67,970
Changes in:
Trade receivables				66,087			176,293
Inventories				8,155			(10,831	)
Prepayments				(21,018	)		(1,610	)
Taxes recoverable				(7,905	)		(2,690	)
Judicial deposits and escrow accounts				(2,557	)		(629	)
Other receivables				(3,281	)		(918	)
Suppliers				(9,296	)		(87,072	)
Salaries and social charges				27,367			7,418
Tax payable				5,071			2,064
Contractual obligations and deferred income				12,120			(19,239	)
Other receivables and liabilities from related parties				(600	)		(94,125	)
Other liabilities				(1,772	)		(722	)
Other liabilities - related parties				(9,222	)		-
Cash from operating activities				223,321			35,589
Interest on liabilities paid		15		(7,158	)		(8,022	)
Payment of interest on bonds and financing				(37,778	)		(12,243	)
Income tax and social contribution paid				(1,489	)		(1,167	)
Payment of provision for tax, civil and labor losses		19.a		(1,360	)		(76	)
Net cash generated by operating activities				175,536			14,351
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment		11		(48,228	)		(6,344	)
Additions of intangible assets		12		(35,927	)		(19,468	)
Acquisition of subsidiaries net of cash acquired		5		(8,475	)		(40,231	)
Proceeds from (purchase of) investment in marketable securities		8		(224,617	)		418,089
Net cash (applied in) from investing activities				(317,247	)		352,046

7 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Unaudited Condensed Interim Consolidated Statement of Cash Flows

For the six-months periods ended June 30, 2022 and 2021

In thousands of R$, unless otherwise stated

CASH FLOWS FROM FINANCING ACTIVITIES
Suppliers- related parties		-		(6,368	)
Payments of loans from related parties		-		(20,884	)
Lease liabilities paid	15	(13,727	)	(10,359	)
Payments of bonds and financing		(759	)	(288,087	)
Payments of accounts payable for business combination	16	(5,934	)	(16,757	)
Net cash applied in financing activities		(20,420	)	(342,455	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(162,131	)	23,942
Cash and cash equivalents at beginning of period	7	309,893		311,156
Cash and cash equivalents at end of period	7	147,762		335,098
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(162,131	)	23,942

The accompanying notes are an integral part of this Unaudited Condensed Interim Consolidated Financial Statements.

8 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Amounts in thousands of R$, unless otherwise stated)

1. Corporate information

1.1 The Company

Vasta Platform Ltd. (herein referred to as the “Company”, or previously named “Vasta Platform”, “Vasta’s Parent Company” or “Business”) is a publicly held company incorporated in the Cayman Islands on October 16, 2019, with headquarters in the city of São Paulo, Brazil. The Company is a technology-powered education content providing end-to-end educational and digital solutions that cater to all needs of private schools operating in the K-12 educational segment. Vasta’s fiscal year begins on January 1 of each year and ends on December 31 of the same year.

The Company has built a “Platform as a Service” solution or PaaS, with two main modules: Content & EdTech Platform and Digital Services. The Company’s Content & EdTech Platform combines a multi-brand and tech-enabled array with printed and digital content through long-term contracts with partner schools.

Since July 31, 2020, Vasta Platform Ltd. has been a publicly-held company registered with SEC (“The US Securities and Exchange Commission) and its shares are traded on Nasdaq Global Select Market under ticker symbol “VSTA”.

1.2 Significant events during the period

(a) Business Combination

On January 14, 2022, the Company acquired the companies Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. and MVP Consultoria e Sistemas Ltda. (“Phidelis”), when the control over the entity was transferred upon all conditions established on the share purchase agreement and the liquidation was completed.

Phidelis is a complete platform of academic and financial management for K-12 schools, providing (i) software licensing and development, and (ii) messaging, retention, enrollment and default management for schools and students. In addition to aggregating a digital solution and bringing in new clients, Phidelis’ team will support the development of Vasta’s digital services platform.

The Consolidated Financial Statements comprise the following entities, which are all fully owned by the Company:

Company	June 30, 2022		December 31, 2021
	Interest %		Interest %
Somos Sistemas de Ensino S.A (“Somos Sistemas”)		100%		100%
Livraria Livro Fácil Ltda. (“Livro Fácil”)		100%		100%
A & R Comercio e Serviços de Informática Ltda. (“Pluri”)		100%		100%
Colégio Anglo São Paulo		100%		100%
Sociedade Educacional da Lagoa Ltda (“SEL”)		100%		100%
EMME – Produções de Materiais em Multimídia Ltda (“EMME”).		100%		100%
Editora De Gouges S.A (“De Gouges”)		100%		100%
Phidelis Tecnologia Desenvolvimento de Sistemas Ltda (“Phidelis”)		100%		-
MVP Consultoria e Sistemas Ltda. (“MVP”)		100%		-

9 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Pursuant to our corporate reorganization plan, the subsidiaries Mind Makers Editora Educacional (“Mind Makers”), Nota 1000 Serviços Educacionais Ltda (“Redação Nota 1000”) and Meritt Informação Educacional Ltda. (“Meritt”), had their operational activities, assets and liabilities, merged into Somos Sistemas, the main company of the group, on April 1, 2022. As a result, Mind Makers, Redação Nota 1000 and Meritt ceased to exist as separate legal entities.

2. Basis of accounting

These interim financial statements for the six-months period ended June 30, 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended December 31, 2021 (‘last annual financial statements’). They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company´s financial position and performance since the last annual financial statements.

These Unaudited Condensed Interim Consolidated Financial Statements are presented in thousands of Brazilian Reais (“R$”), which is the Company functional currency. All financial information presented in R$ has been rounded to the nearest thousand, except as otherwise indicated.

3. Use of judgements and estimates

In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

Measurement of fair values

A number of the Group’s accounting policies require the measurement of fair values, for both financial and non-financial assets and liabilities.

In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

· Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2 - valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

· Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Where Level 1 inputs are not available, if needed, the Company engages third party qualified appraisers to perform the valuation using Level 2 and / or Level 3 inputs. If the inputs used to measure the fair value of an asset or a liability are categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company’s management establishes the appropriate valuation techniques and inputs to the model, working closely with the qualified external advisors when they are engaged in such activities.

The valuations of identifiable assets and contingent liabilities in business combinations could be particularly sensitive to changes in one or more unobservable inputs considered in the valuation process. Further information on the assumptions used in the valuation process of such items is provided in Note 5.

Fair value measurement assumptions are also used for determination of expenses with Share-based Compensation, which are disclosed in Note 21.

10 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

4. Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended December 31, 2021. The accounting policies have been consistently applied to all consolidated companies. There are no new accounting policies that could be applicable since January 1, 2022 or early adopted in the Unaudited Condensed Interim Consolidated Financial Statements.

5. Business Combinations

As mentioned in Note 1.2, on January 14, 2022, the Company acquired the companies Phidelis Tecnologia Desenvolvimento de Sistemas Ltda. and MVP Consultoria e Sistemas Ltda. (“Phidelis”), when the control over the entity was transferred upon all conditions established on the share purchase agreement and the liquidation was completed.

The Company will pay the total amount of R$17,057, of which R$8,854 was paid in cash on the acquisition date and the remaining amount of R$8,203 to be paid in 2-year installments. The contract has an earn-out clause of R$20,637, which will be paid in 3 installments adjusted by the IPCA, linked to the achievement of performance targets between 2022 and 2025. Phidelis is a complete platform of academic and financial management for K-12 schools, providing (i) software licensing and development, and (ii) messaging, retention, enrollment and default management for schools and students. In addition to aggregating a digital solution and bringing in new clients, Phidelis’ team will support the development of Vasta’s digital services platform.

The acquisitions were accounted for using the acquisition method of accounting, i.e., the consideration transferred, and the net identifiable assets acquired, and liabilities assumed were measured at fair value, while goodwill is measured as the excess of consideration paid over those items. The following table presents the net identifiable assets acquired and liabilities assumed for each business combination in 2022:

	Phidelis		MVP		Total
Current assets
Cash and cash equivalents		162		217		379
Trade receivables		65		131		196
Taxes recoverable		1		5		6
Total current assets		228		353		581
Non-current assets
Property, plant and equipment				72		72
Intangible assets - Software		510		2,635		3,145
Total non-current assets		510		2,707		3,217
Total Assets		738		3,060		3,798
Current liabilities
Salaries and social contributions		24		6		30
Taxes payable		34		10		44
Income tax and social contribution payable		-		80		80
Other liabilities		2		10		12
Total current liabilities		60		106		166
Total liabilities		60		106		166
Net identifiable assets at fair value (A)		678		2,954		3,632
Total of Consideration transferred (B)		5,999		31,809		37,808
Goodwill (B – A)		5,321		28,855		34,176

From the date of acquisition to June 30, 2022, MVP and Phidelis contributed to the Unaudited Condensed Interim Consolidated Financial Statements net sales and services the amount of R$1,742 and R$738, respectively, and net profit in the amount of R$426 and R$92, respectively.

11 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

6. Financial Instruments and risk management

The Company holds the following financial instruments:

	June 30, 2022		December 31, 2021
Assets - Amortized cost
Cash and cash equivalents		147,762		309,893
Marketable Securities		417,770		166,349
Trade receivables		427,184		505,514
Other receivables		5,385		2,105
Related parties – other receivables		1,101		501
		999,202		984,362
Liabilities - Amortized cost
Bonds and financing		844,778		831,226
Lease liabilities		165,405		160,542
Reverse Factoring		120,767		97,619
Suppliers		143,126		167,168
Accounts payable for business combination		585,503		532,313
Other liabilities - related parties		30,050		39,271
		1,889,629		1,828,139

The Company’s financial instruments are recorded in the Unaudited Condensed Interim Consolidated Statement of Financial Position at amounts that are consistent with their fair values.

Credit Risk

The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.

Credit risk arises from the potential default of a counterparty on an agreement or financial instrument, resulting in financial loss. The Company is exposed to credit risk in its operating activities (mainly in connection with trade receivables, see Note 9) and financial activities that include reverse factoring deposits with banks and other financial institutions and other financial instruments contracted.

The Company mitigates its exposure to credit risks associated with financial instruments, deposits in banks and short-term investments by investing in prime financial institutions and in accordance with limits previously set in the Company’s policy. See Notes 7 and 8.

To mitigate risks associated with trade receivables, the Company adopts a sales policy and an analysis of the financial and equity condition of its counterparties. The sales policy is directly associated with the level of credit risk the Company is willing to accept in the normal course of its business.

The diversification of its receivable’s portfolio, the selectivity of its customers, as well as the monitoring of sales financing terms and individual position limits are procedures adopted to minimize defaults or losses in the realization of trade receivables. Thus, the Company does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics.

Furthermore, the Company reviews the recoverable amount of its trade receivables at the end of each reporting period to ensure that adequate credit losses are recorded. See Note 9.

12 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

7. Cash and cash equivalents

a. Composition

The balance of this account comprises the following amounts:

	June 30, 2022		December 31, 2021
Cash		124		100
Bank account		6,327		17,772
Financial investments (i)		141,311		292,021
		147,762		309,893

(i) The Company invests in short-term fixed income investment funds with daily liquidity and no material risk of change in value. Financial investments presented an average gross yield of 103,8% of the annual CDI rate on June 30, 2022 (105,2% on December 31, 2021). All investments are highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and correspond to the cash obligations for the period.

8. Marketable securities

a. Composition

The balance of this account comprises the following amounts:

	Credit Risk	June 30, 2022		December 31, 2021
Financial bills (LF)	AAA		6,947		1,640
National Treasury Notes (NTN)	AA		139,337		-
National Treasury Notes (NTN)	AAA		20,569		-
Financial treasury bills (LFT) and funds	AAA		250,917		164,709
			417,770		166,349

The average gross yield of securities is based on 104,1% CDI on June 30, 2022 (101% CDI on December 31, 2021).

9. Trade receivables

13 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

a. Composition

	June 30, 2022			December 31, 2021
Trade receivables		473,506			505,190
Related Parties (Note 18)		3,776			46,824
( - ) Impairment losses on trade receivables		(50,098	)		(46,500	)
		427,184			505,514

b. Maturities of trade receivables

	June 30, 2022			December 31, 2021
Not yet due		366,728			417,233
Past due
Up to 30 days		23,824			9,657
From 31 to 60 days		15,961			10,331
From 61 to 90 days		12,479			7,366
From 91 to 180 days		14,049			21,154
From 181 to 360 days		21,396			23,852
Over 360 days		19,069			15,597
Total past due		106,778			87,957
Related parties (note 18)		3,776			46,824
( - ) Provision for impairment of trade receivables		(50,098	)		(46,500	)
		427,184			505,514

The gross book value of trade receivables is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. Collection efforts continue to be made, even for the receivables that have been written off, and amounts recoverable are recognized directly in the Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income upon collection.

c. Changes on provision

	June 30, 2022			June 30, 2021
Opening balance		46,500			32,055
Additions		12,439			18,208
Write offs		(8,841	)		(12,365	)
Closing balance		50,098			37,898

10. Inventories

The balance of this account comprises the following amounts:

a. Composition

14 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

	June 30, 2022		December 31, 2021
Finished products (i)		136,717		160,318
Work in process		59,720		51,152
Raw materials		24,694		27,081
Imports in progress		2,028		1,681
Right to returned goods (ii)		2,757		2,131
		225,916		242,363

(i) These amounts are net of slow-moving items and net realizable value.

(ii) Represents the Company’s right to recover products from customers when customers exercise their right of return under the Company’s returns policies, where the Company estimates the volume of goods returned based on experience and foreseen expectations.

b. Changes in provision

12

Changes in provision for losses with slow-moving inventories, net realizable value and provision for goods returned are broken down as follows:

	June 30, 2022			June 30, 2021
Opening balance		58,723			62,210
Additions		7,009			10,353
(Reversals)		(899	)		(1,706	)
Write-off of inventories		(4,772	)		(13,221	)
Closing balance		60,061			57,636

11. Property, plant and Equipment

The changes in property, plant and equipment are as follows:

Cost	IT equipment			Furniture, equipment, and fittings			Property, buildings, and improvements			In progress			Rights of use assets			Land		Total
As of December 31, 2021		44,180			38,116			54,508			677			251,694			391		389,566
Additions		33,917			11,207			657			2,447			21,049			-		69,277
Additions by business combination		54			78			-			7			-			-		139
Disposals / Cancelled contracts		-			(6	)		-			(18	)		(6,214	)		-		(6,238	)
Transfers		939			1,200			(2,139	)		-			-			-		-
As of June 30, 2022		79,090			50,595			53,026			3,113			266,529			391		452,744
Depreciation
As of December 31, 2021		(27,565	)		(29,726	)		(36,636	)		-			(109,957	)		-		(203,884	)
Depreciation charge for the period		(6,998	)		(1,987	)		(2,669	)		-			(15,075	)		-		(26,729	)
Additions by business combination		-			(66	)		-			-			-			-		(66	)
Depreciation of disposals		-			-			-			-			2,719			-		2,719
Transfers		(108	)		(1,575	)		1,683			-			-			-		-
As of June 30, 2022		(34,671	)		(33,354	)		(37,622	)		-			(122,313	)		-		(227,960	)

Net book value
As of December 31, 2021	16,615	8,390	17,872	677	141,737		391	185,682
As of June 30, 2022	44,419	17,241	15,404	3,113	144,216		391	224,784
Annual depreciation rates	10% - 33%	10% - 33%	5% - 20%	-	12	%	-

15 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Cost	IT equipment			Furniture, equipment, and fittings			Property, buildings, and improvements			In progress			Rights of use assets			Land		Total
As of December 31, 2020		27,036			36,314			51,407			315			241,906			453		357,431
Additions		2,524			1,081			869			1,870			15,093			-		21,437
Additions by business combination		107			504			-			-			-			-		611
Disposals / Cancelled contracts		-			(76	)		-			-			(3,286	)		-		(3,362	)
Transfers		-			-			400			(400	)		-					-
As of June 30, 2021		29,667			37,823			52,676			1,785			253,713			453		376,117
Depreciation
As of December 31, 2020		(25,557	)		(26,406	)		(31,429	)		-			(82,033	)		-		(165,425	)
Depreciation charge for the period		(696	)		(1,646	)		(2,562	)		-			(13,628	)		-		(18,532	)
As of June 30, 2021		(26,253	)		(28,052	)		(33,991	)		-			(95,661	)				(183,957	)

Net book value
As of December 31, 2020	1,479	9,908	19,978	315	159,873		453	192,006
As of June 30, 2021	3,414	9,771	18,685	1,785	158,052		453	192,160
Annual depreciation rates	10% - 33%	10% - 33%	5% - 20%	-	12	%	-

The Company assesses at each reporting date, whether there is an indication that a property, plant and equipment asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. There were no indications of impairment of property, plant and equipment as of and for the six-months periods ended June 30, 2022 and 2021.

16 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

12. Intangible Assets and Goodwill

The changes in intangible assets and goodwill were as follows:

Cost	Software			Customer Portfolio			Trademarks		Trade Agreement		Platform content production		Other Intangible assets			In progress		Goodwill		Total
As of December 31, 2021		247,325			1,197,381			631,935		247,622		73,877		39,421			3,991		3,694,879		6,136,431
Additions		9,910			-			-		-		17,600		(17	)		4,834		3,600		35,927
Additions by business combination		3,145			-			-		-		-		-					34,176		37,321
Disposals		-			-			-		-		-		19			-		-		19
Transfer		(2,085	)		(140	)		-		-		-		(1,099	)				3,324		-
As of June 30, 2022		258,295			1,197,241			631,935		247,622		91,477		38,324			8,825		3,735,979		6,209,698

Amortization
As of December 31, 2021	(151,281	)	(275,276	)		(85,658	)	(4,127	)	(49,583	)	(32,139	)	-	-	(598,064	)
Amortization charge for the period	(15,916	)	(50,791	)		(13,654	)	(12,381	)	(12,371	)	(50	)	-	-	(105,163	)
As of June 30, 2022	(167,197	)	(326,067	)	��	(99,312	)	(16,508	)	(61,954	)	(32,190	)	-	-	(703,227	)

Net book value
As of December 31, 2021	96,044		922,105		546,277		243,495		24,294		7,281		3,991	3,694,879	5,538,367
As of June 30, 2022	91,098		871,174		532,623		231,114		29,523		6,135		8,825	3,735,979	5,506,471
Weighted average amortization rate	15	%	8	%	5	%	8	%	33	%	33	%	-	-

17 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

Cost	Software		Customer Portfolio		Trademarks		Trade Agreement		Platform content production		Other Intangible assets		In progress			Goodwill		Total
As of December 31, 2020		204,213		1,113,792		631,935		-		53,069		38,283		999			3,307,805		5,350,096
Additions		4,146		-		-		-		11,140		-		4,182			-		19,468
Additions by business combination		6,988		18,783		-		-		-		1,099		-			48,556		75,426
Transfer		2,996		-		-		-		-				(2,996	)		-		-
As of June 30, 2021		218,343		1,132,575		631,935		-		64,209		39,382		2,185			3,356,361		5,444,990

Amortization
As of December 31, 2020	(120,798	)	(184,934	)	(58,349	)	-	(29,248	)	(32,040	)	-	-	(425,369	)
Amortization charge for the period	(13,611	)	(43,862	)	(13,654	)	-	(9,240	)	-		-	-	(80,367	)
As of June 30, 2021	(134,409	)	(228,796	)	(72,003	)	-	(38,487	)	(32,041	)	-	-	(505,736	)

Net book value
As of December 31, 2020	83,415		928,858		573,586		-		23,821		6,243		999	3,307,805	4,924,727
As of June 30, 2021	83,934		903,779		559,932		-		25,722		7,341		2,185	3,356,361	4,939,254
Weighted average amortization rate	15	%	8	%	5	%	8	%	33	%	33	%	-	-

Impairment test for goodwill

The Company performs its annual impairment test in December and whenever circumstances indicate that the carrying value may be impaired. The Company’s impairment test for goodwill is assessed by comparing it carrying amount with its recoverable amount. The key assumptions used to determine the recoverable amount for the different cash generating units were disclosed in the annual consolidated financial statements for the year ended December 31, 2021.

There were no indications of impairment for the six-months periods ended June 30, 2022.

18 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

13. Bonds and financing

The balance of bonds and financing comprises the following amounts:

	June 30, 2022		December 31, 2021		Interest rate
Bonds
Private Bonds – 5th Issuance - series 2		106,421		104,844	CDI + 1.00% p.a.
Private Bonds – 6th Issuance - series 2		213,862		210,920	CDI + 1.70% p.a.
Bonds – 1st Issuance - single		524,495		514,574	CDI + 2.30% p.a.
Financing and Lease Liabilities - Mind Makers		-		888	TJLP + 5% p.a.
		844,778		831,226
Current		295,185		281,491
Non-current		549,593		549,735

See below the bonds outstanding on June 30, 2022:

Subscriber	Related Parties	Related Parties	Third parties
Issuance	5th	6th	1st
Series	2nd Series	2nd Series	Single Series
Date of issuance	08/15/2018	08/15/2017	08/06/2021
Maturity Date	08/15/2023	08/15/2022	08/05/2024
First payment after	60 months	60 months	35 months
Remuneration payment	Semi-annual interest	Semi-annual interest	Semi-annual interest
Financials charges	CDI + 1.00% p.a.	CDI + 1.70% p.a.	CDI + 2.30% p.a.
Principal amount (in millions of R$)	100	200	500

14. Suppliers

The balance of this account comprises the following amounts:

	June 30, 2022		December 31, 2021
Local suppliers		127,312		132,124
Related parties (note 18)		6,777		19,534
Copyright		9,037		15,510
Reverse Factoring (i)		120,767		97,619
		263,893		264,787

(i) Some of the Company’s domestic suppliers sell their products with extended payment terms and may subsequently transfer their receivables due by the Company to financial institutions without right of recourse, in a transaction characterized as “Reverse Factoring”. The Company charged interest over the payment term at a rate that is commensurate with its own credit risk. The reverse factoring presents maturity dates from one year.

19 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

15. Lease liabilities

The lease agreements have an average term of 7 years and weighted average rate of 14.32% p.a.

	June 30, 2022			June 30, 2021
Opening balance		160,542			173,103
Additions for new lease agreements (i)		1,268			15,093
Renegotiation		19,781			-
Cancelled contracts		(2,591	)		(3,481	)
Renegotiation		-			(28	)
Interest		7,290			8,060
Payment of interest		(7,158	)		(8,022	)
Payment of principal		(13,727	)		(10,359	)
Closing balance		165,405			174,366
Current liabilities		32,016			21,732
Non-current liabilities		133,389			152,634
		165,405			174,366

(i) Refers to new lease agreements which the Company has embedded part of its digital learning solutions. Those lease agreements (digital learning) refer to lease terms of 36 months, with rates negotiated in the range from 10.3% p.a to 10.88% p.a.

Short-term leases (lease period of 12 months or less) and leases of low-value assets (such as personal computers and office furniture) are recognized on a straight-line basis in rent expenses for the period and are not included in lease liabilities.

The Company recognized rent expense from short-term leases and low-value assets of R$ 13,657 for the six-month period ended June 30, 2022 (June 30, 2021: R$ 11,404).

16. Accounts payable for business combination

	June 30, 2022		December 31, 2021
Pluri		3,427		3,251
Mind Makers		7,424		7,044
Livro Fácil		9,937		14,055
Meritt		3,117		3,347
SEL		28,390		26,935
Redação Nota 1000		6,010		7,230
EMME		14,544		12,780
Editora De Gouges		482,392		457,671
Phidelis		30,262		-
		585,503		532,313
Current		75,587		20,502
Non-current		509,916		511,811
		585,503		532,313

20 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

17. Salaries and Social Contribution

	June 30, 2022		December 31, 2021
Salaries payable		34,738		22,348
Social contribution payable (i)		16,584		23,926
Provision for vacation pay and 13th salary		27,141		10,616
Provision for profit sharing (ii)		11,703		5,923
Others		-		16
		90,166		62,829

(i) Refers to the effect of social contribution over restricted share unit’s compensation plans. The Company records the taxes over the shares monthly according to the Company’s share price.

(ii) The provision for profit sharing is based on qualitative and quantitative metrics determined by Management.

18. Related parties

The Company is part of Cogna and some of the Company’s transactions and arrangements involve entities that belong to the Cogna. The effect of these transactions is reflected in these Unaudited Condensed Interim Consolidated Financial Statements, with these related parties segregated by nature of transaction measured on an arm’s length basis and determined by intercompany agreements and approved by the Company’s Management.

The balances and transactions between the Company and its affiliates have been eliminated in the Company’s Unaudited Condensed Interim Consolidated Financial Statements. The balances and transactions between related parties are shown below:

21 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

	June 30, 2022
		Other receivables (i)	Trade receivables (Note 9)	Indemnification asset (Note 19)	Other liabilities - related parties (ii)	Suppliers (note 14)	Bonds (note 13)
Cogna Educação S.A.		-	-	169,138	4,030	-	320,283
Editora Atica S.A.		-	870	-	11,847	4,746	-
Editora E Distribuidora Educacional S.A.		-	-	-	14,034	-	-
Editora Scipione S.A.		-	307	-	-	250	-
Educação Inovação e Tecnologia S.A.		-	-	-	139	-	-
Maxiprint Editora Ltda.		-	1,291	-	-	2	-
Saber Serviços Educacionais S.A.		15	-	-	-	102	-
Saraiva Educacao S.A.		996	1,308	-	-	1,044	-
SGE Comercio De Material Didatico Ltda.		-	-	-	-	633	-
Somos Idiomas S.A.		90	-	-	-	-	-
		1,101	3,776	169,138	30,050	6,777	320,283

(i) Refers substantially to accounts receivable generated from sharing costs e.g., IT services shared by the Company to Cogna.

(ii) Refers substantially to accounts payable by sharing expenses e.g., property leasing, personnel and IT licenses shared with Cogna.

22 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

	December 31, 2021
		Other receivables (i)	Trade receivables (Note 9)	Indemnification asset (Note 19)	Other liabilities - related parties (ii)	Suppliers (note 14)	Bonds (note 13)
Acel Adminstração de Cursos Educacionais Ltda.		-	6,482	-	-	474	-
Anhanguera Educacional Participacoes S.A.		-	413	-	-	-	-
Centro Educacional Leonardo Da Vinci SS		-	-	-	-	6	-
Cogna Educação S.A.		-	-	160,470	3,021	-	315,764
Colégio Ambiental Ltda.		-	805	-	-	-	-
Colégio JAO Ltda.		-	4,974	-	-	33	-
Colegio Manauara Lato Sensu Ltda.		-	3,291	-	-	458	-
Colegio Manauara Cidade Nova Ltda.			395			-
Colegio Visao Eireli		-	132	-	-	13	-
Colégio Cidade Ltda.		-	397	-	-	15	-
COLEGIO DO SALVADOR LTDA			1			-
Curso e Colégio Coqueiro Ltda.		-	434	-	-	20	-
ECSA  Escola A Chave do Saber Ltda.		-	1,444	-	-	16	-
Editora Atica S.A.		-	2,207	-	20,040	9,240	-
Editora E Distribuidora Educacional S.A.		-	436	-	15,754	88	-
Editora Scipione S.A.		-	445	-	211	556	-
Educação Inovação e Tecnologia S.A.		-	-	-	128	-	-
Escola Mater Christi Ltda.		-	765	-	-	139	-
Escola Riacho Doce Ltda.		-	-	-	-	24	-
Maxiprint Editora Ltda.		-	1,205	-	117	76	-
Nucleo Brasileiro de Estudos Avançados Ltda.		-	420	-	-	45	-
Papelaria Brasiliana Ltda.		-	644	-	-	-	-
Pitagoras Sistema De Educacao Superior Ltda.		-	76	-	-	-	-
Saber Serviços Educacionais S.A.		14	7,269	-	-	578	-
Saraiva Educacao S.A.		365	1,179	-	-	5,136	-
SGE Comercio De Material Didatico Ltda.		-	-	-	-	1,687	-
Sistema P H De Ensino Ltda.		-	4,421	-	-	177	-
Sociedade Educacional Alphaville Ltda.		-	1,257	-	-	1	-
Sociedade Educacional Doze De Outubro Ltda.		-	734	-	-	47	-
Sociedade Educacional Parana Ltda.		-	91	-	-	11	-
Somos Idiomas S.A.		122	-	-	-	-	-
Somos Operações Escolares S.A.		-	3,305	-	-	29	-
SSE Serviços Educacionais Ltda.		-	3,602	-	-	665	-
		501	46,824	160,470	39,271	19,534	315,764

(i) Refers substantially to accounts receivable generated from sharing costs e.g., IT services shared by the Company to Cogna.

(ii) Refers substantially to accounts payable by sharing expenses e.g., property leasing, personnel and IT licenses shared with Cogna.

23 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

	Six months ended June 30, 2022								Six months ended June 30, 2021
Transactions held:	Revenues		Finance costs		Cost Sharing		Sublease (note 23)		Revenues		Finance costs		Cost Sharing		Sublease (note 23)
Acel Administracao De Cursos Educacionais Ltda.		-		-		-		-		976		-		-		-
Centro Educacional Leonardo Da Vinci SS		-		-		-		-		41		-		-		-
Cogna Educação S.A.		-		18,770		-		-		-		12,845		-		-
Colégio Ambiental Ltda.		-		-		-		-		353		-		-		-
Colégio Cidade Ltda.		-		-		-		-		81		-		-		-
Colegio JAO Ltda.		-		-		-		-		469		-		-		-
Colégio Manauara Lato Sensu Ltda.		-		-		-		-		543		-		-		-
Colégio Motivo Ltda.		-		-		-		-		35		-		-		-
Colégio Visão Ltda.		-		-		-		-		225		-		-		-
Cursos e Colégio Coqueiros Ltda.		-		-		-		-		199		-		-		-
Ecsa  Escola A Chave Do Saber Ltda.		-		-		-		-		106		-		-		-
Editora Atica S.A.		4,971		-		1,194		4,177		1,496		-		3,016		2,862
Editora E Distribuidora Educacional S.A.		-		-		6,113		-		-		-		15,443		-
Editora Scipione S.A.		1,214		-		-		-		707		-		-		-
Escola Mater Christi		-		-		-		-		35		-		-		-
Escola Riacho Doce Ltda.		-		-		-		-		39		-		-		-
Maxiprint Editora Ltda.		3,655		-		-		-		-		-		-		-
Nucleo Brasileiro de Estudos Avancados Ltda.		-		-		-		-		63		-		-		-
Papelaria Brasiliana Ltda.		-		-		-		-		46		-		-		-
Saber Serviços Educacionais S.A.		41		-		-		-		152		-		-		-
Saraiva Educacao SA.		2,484		-		-		1,272		1,727		-		-		1,549
Sistema P H De Ensino Ltda.		-		-		-		-		1,841		-		-		-
Sociedade Educacional Alphaville S.A.		-		-		-		-		140		-		-		-
Sociedade Educacional Doze De Outubro Ltda		-		-		-		-		173		-		-		-
Sociedade Educacional Neodna Cuiaba Ltda.		-		-		-		-		149		-		-		-
SOE Operações Escolares S.A.		-		-		-		-		444		-		-		-
Somos Idiomas Ltda.		-		-		-		213		-		-		-		136
Somos Operações Escolares S.A.		-		-		-		-		243		-		-		-
SSE Serviços Educacionais Ltda.		437		-		-		-		125		-		-		-
		12,802		18,770		7,307		5,662		10,408		12,845		18,459		4,547

24 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

a. Compensation of key management personnel

Key management personnel includes the members of the Board of Directors, Audit Committee, the CEO and the vice-presidents, for which the nature of the tasks performed were related to the activities of the Company.

The Key management personnel compensation expenses comprised the following:

	April 01, to June 30, 2022		April 01, to June 30, 2021
Short-term employee benefits		3,401		1,508
Share-based compensation plan		2,357		3,009
		5,758		4,517

19. Provision for tax, civil and labor losses and Judicial deposits and escrow accounts

The Company classifies the likelihood of loss in judicial/administrative proceedings in which it is a defendant. Provisions are recorded for contingencies classified as probable loss in an amount that Management, in conjunction with its legal advisors, believes is enough to cover probable losses or when related to contingences resulting from business combinations.

a. Composition of contingent liabilities

	June 30, 2022		December 31, 2021
Proceedings whose likelihood of loss is probable
Tax proceedings (i)		628,311		607,084
Labor proceedings (ii)		34,218		38,159
Civil proceedings		1,657		376
		664,186		645,619
Liabilities assumed in Business Combination
Civil proceedings		-		1,231
		-		1,231
Total of provision for tax, civil and labor losses		664,186		646,850

(i) Primarily refers to income tax positions taken by Somos (Vasta Predecessor) and the Company (Successor) in connection with a corporate restructuring held by the predecessor in 2010. In 2018, given a tax assessment via an Infraction Notice received by the predecessor for certain periods opened for tax audit coupled with unfavorable case law on a similar tax case also reached in 2018, the Company reassessed this income tax position and recorded a liability, including interest and penalties,

(ii) The Company is a party to labor demands, which mostly refer to proportional vacation, salary difference, night shift premium, overtime and social charges, among others. There are no individual labor demands with material amounts that require specific disclosure.

25 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

The changes in provision for the six months period ended June 30, 2022 and 2021 were as follows:

	December 31, 2021		Additions		Reversals			Interest		Payments			June 30, 2022
Tax proceedings		607,084		1,019		(2,461	)		23,688		(1,019	)		628,311
Labor proceedings		38,159		253		(5,853	)		1,840		(181	)		34,218
Civil proceedings		1,607		189		(7	)		28		(160	)		1,657
Total		646,850		1,461		(8,321	)		25,556		1,360			664,186

	December 31, 2020		Additions		Reversals			Interest		Payments			June 31, 2021
Tax proceedings		575,724		405		-			8,871		-			585,000
Labor proceedings		37,896		1,114		(2,357	)		1,394		(72	)		37,976
Civil proceedings		313		7		(18	)		10		(4	)		307
Total		613,933		1,526		2,375			10,275		(76	)		623,283

b. Judicial Deposits and Escrow Accounts

Judicial deposits and escrow accounts recorded as non-current assets are as follows:

	June 30, 2022		December 31, 2021
Tax proceedings		1,406		2,300
Indemnification asset -Former owner		900		1,998
Indemnification asset – Related Parties (i)		169,138		160,470
Escrow-account (ii)		9,937		14,055
		181,381		178,824

(i) Refers to an indemnification asset of the seller in connection with the acquisition of Somos (Vasta’s Predecessor) by Cogna Group (Vasta’s Parent Company) and recognized at the date of the business combination, to indemnify the Company for any and all losses that may be incurred in connection with all contingencies or lawsuits, substantially tax proceedings related to business combinations.

(ii) Refers to guarantees received because of business combinations, in connection with contingencies whose likelihood of loss is probable, and for which the former owners are liable. According to the Sale Agreement, these former owners will reimburse the Company in case payments are required and if those contingencies materialize.

20. Current and Deferred Income Tax and Social Contribution

Income tax expense is recognized at an amount determined by multiplying profit (loss) before tax for the interim reporting period by the Company’s best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective rate in the Unaudited Interim Condensed Consolidated Financial statements may differ from the Consolidated estimate of the effective tax rate for the annual financial statements. The Company’s effective tax rates for the period ended June 30, 2022 and 2021 were 38% and 31% respectively (Combined nominal statutory rate of income tax and social contribution is 34%).

26 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

21. Shareholder’s Equity

a. Share Capital

As of June 30, 2022 the Company’s share capital is represented by 83,478,668 (83,393,851 on December 31, 2021), of which 64,436,093 are Class B shares held by Cogna Group (which holds 97.1% of the combined voting power) and 19,042,575 are shares held by others (which represents 2.9% of the combined voting power).

As a result, Cogna continues to control the outcome of all decisions at our shareholders’ meetings and to elect a majority of the members of our board of directors.

The Company’s shareholders on June 30, 2022 are as follows:

In units

Company Shareholders	Class A			Class B			Total
Cogna Group		-			64,436,093			64,436,093
Free Float		18,042,575			-			18,042,575
Treasury shares		1,000,000			-			1,000,000
Total (%)		22.81	%		77.19	%		83,478,668

b. Earnings per share

The basic earnings (loss) per share is measured by dividing the profit attributable to the Company’s shareholders by the weighted average common shares issued during the year. The Company considers as diluted earnings per share, the number of common shares calculated added by the weighted average number of common shares that should be issued upon conversion of all potentially dilutive shares into common shares; potentially dilutive shares were deemed to have been converted into common shares at the beginning of the period.

	April 01, to June 30, 2022			June 30, 2022			April 01, to June 30, 2021			June 30, 2021
Loss Attributable to Shareholder´s		(74,661	)		(54,471	)		(62,197	)		(67,714	)
Weighted average number of ordinary shares outstanding (thousands) (i)		83,479			83,479			83,068			83,068
Effects of dilution of ordinary potential shares- weighted averaged (thousands)
Share based- compensation ("Long term Plan") (ii)		987			987			829			829
Share based plan Migrated from Cogna to Vasta (iii)		20			20			22			22
Total dilution effect		1,007			1,007			851			851
Basic loss per share - R$		(0.89	)		(0.65	)		(0.75	)		(0.82	)
Diluted loss per share - R$		(0.89	)		(0.65	)		(0.75	)		(0.82	)

27 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

(i) The Company has not changed its number of voting rights since the IPO on July 31, 2020.

(ii) Refers to the share-based payments plans (“ILP”) and Bonus IPO.

(iii) Refers to the Cogna Plan migrated to the Vasta Plan as a result of the restructuring in 2020.

c. Capital reserve - Share-based compensation

The Company as of June 30, 2022 had 2 (two) share based compensation plans and 1 (one) bonus plan paid in restricted share units, being:

a) Cogna Plan - On September 3, 2018, Cogna’s shareholders approved a restricted share-based compensation plan, which may grant rights to receive a maximum number of restricted shares not exceeding 19,416,233 shares, corresponding to 1.2% of Cogna’s total share capital at the Plan’s approval date, excluding shares held in treasury on such date. This program should be wholly settled with delivery of Cogna’s shares. Cogna’s obligation to transfer the restricted shares under the Plan, in up to 10 days from the end of the vesting period, is contingent upon the continuing employment relationship of the employee or officer, as appropriate, for a period of three years from the date the respective agreement is signed. The number of outstanding restricted shares as of June 30, 2022 and December 31, 2021 was 155,919.

b) Long Term Investment – (“ILP”) – Refers to two tranches granted being the first issued on July 23, 2020 and November 10, 2020. The Company compensates part of its employees and management. This plan will grant up to 3% of the Company’s class A share units. The Company will grant the limit of five tranches approved by the Company’s Board of Directors. The fair value of share units is measured at fair value quoted on the grant date. The plan has a vesting period corresponding to 5 years added by expected volatility of 30% and will be settled with Company’s shares. All taxes and contributions are paid by the Company without additional costs to employees and management. This program should be wholly settled with the delivery of the shares.

c) Bonuses paid in quotas of restricted shares – “Recognized Award” - The Company granted and assigned 84,817 in 2022 to certain managers based on recognized performance. This program was fully settled with the delivery of shares.

28 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

22. Net Revenue from Sales and Services

The breakdown of net sales of the Company for the three months periods ended June 30, 2022 and 2021 is shown below. Revenue is broken down into the categories that, according to the Company the nature, amount, timing and uncertainty of revenue through provisions as follows:

	April 01, to June 30, 2022		June 30, 2022		April 01, to June 30, 2021		June 30, 2021
Content & EdTech Platform
Learning Systems		142,462		346,138		98,630		244,759
Textbooks		10,149		63,870		15,384		57,740
Complementary Education Services		11,967		68,239		4,033		33,223
Other services		9,232		17,719		8,708		14,656
		173,810		495,966		126,755		350,378
Digital Service platform
E-commerce		15,761		73,978		14,380		71,589
Other digital services		385		593		-		-
		16,146		74,571		14,380		71,589
Sales		180,339		552,225		127,688		402,572
Service		9,617		18,312		13,447		19,395
Net Revenue		189,956		570,537		141,135		421,967

a. Seasonality

The Company’s revenue is subject to seasonality since the main deliveries of printed materials and digital materials to customers occur in the last quarter of each year (typically in November and December), and in the first quarter of each subsequent year (typically in February and March), and revenue is recognized when the customers obtain control over the materials. In addition, the printed and digital materials delivered in the fourth quarter are used by customers in the following school year and, therefore, fourth quarter results reflect the growth in the number of students from one school year to the next, leading to higher revenue in general in the fourth quarter compared with the preceding quarters in each year. Consequently, on aggregate, the seasonality of revenue generally produces higher revenue in the first and fourth quarters of our fiscal year. In addition, the Company generally bills its customers during the first half of each school year (which starts in January), which generally results in a higher cash position in the first half of each year compared to the second half. A significant part of the Company’s expenses is also seasonal. Due to the nature of the business cycle, the Company needs significant working capital, typically in September or October of each year, in order to cover costs related to production and inventory accumulation, selling and marketing expenses, and delivery of the teaching materials at the end of each year in preparation for the beginning of each school year. As a result, these operating expenses are generally incurred between September and December of each year. Purchases through the Livro Fácil e-commerce platform are also very intense during the back-to-school period, between November, when school enrollment takes place and families plan to anticipate the purchase of products and services, and February of the following year, when classes are about to start. Thus, e-commerce revenue is mainly concentrated in the first and fourth quarters of the year.

29 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

23. Costs and Expenses by Nature

	April 01, to June 30, 2022			June 30, 2022			April 01, to June 30, 2021			June 30, 2021
Salaries and payroll charges		(74,693	)		(147,173	)		(65,692	)		(135,846	)
Raw materials and productions costs		(29,443	)		(100,975	)		(26,654	)		(79,458	)
Editorial costs		(8,096	)		(20,374	)		(10,406	)		(30,374	)
Depreciation and amortization		(67,606	)		(131,892	)		(50,314	)		(98,899	)
Copyright		(12,803	)		(33,566	)		(7,737	)		(24,848	)
Advertising and publicity		(21,914	)		(49,386	)		(15,645	)		(41,145	)
Utilities, cleaning and security		(5,200	)		(11,705	)		(9,333	)		(14,367	)
Rent and condominium fees		(3,500	)		(13,657	)		(1,627	)		(11,404	)
Third-party services		(19,863	)		(23,652	)		(9,660	)		(18,637	)
Travel		(8,173	)		(12,144	)		(1,117	)		(2,249	)
Consulting and advisory services		(5,096	)		(15,953	)		(348	)		(11,462	)
Impairment losses on trade receivables		(3,543	)		(12,439	)		(15,599	)		(18,208	)
Material		(1,299	)		(2,757	)		(702	)		(1,265	)
Taxes and contributions		(530	)		(530	)		(838	)		(1,223	)
Reversal for tax, civil and labor losses, net		751			6,860			109			849
Provision (reverse) for obsolete inventories, net		670			(6,110	)		(3,809	)		(8,647	)
Income from lease and sublease agreements with related parties		2,702			5,662			2,712			4,547
Other income and expenses, net		707			1,641			(963	)		1,504
		(256,929	)		(568,150	)		(217,623	)		(491,132	)
Cost of sales and services		(79,966	)		(209,203	)		(67,547	)		(181,529	)
Commercial expenses		(46,988	)		(94,921	)		(35,584	)		(85,093	)
General and administrative expenses		(127,139	)		(253,227	)		(97,930	)		(207,806	)
Impairment loss on accounts receivable		(3,543	)		(12,439	)		(15,599	)		(18,208	)
Other operating income, net		707			1,640			(963	)		1,504
		(256,929	)		(568,150	)		(217,623	)		(491,132	)

30 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

24. Finance result

	April 01, to June 30, 2022			June 30, 2022			April 01, to June 30, 2021			June 30, 2021
Finance income
Income from financial investments and marketable securities		15,345			26,804			4,779			8,077
Other finance income		6,551			10,361			1,019			3,184
		21,896			37,165			5,798			11,261
Finance costs
Interest on bonds and financing		(27,867	)		(51,639	)		(6,863	)		(12,940	)
Interest Acquisition		(16,735	)		(29,791	)		-			-
Imputed interest on suppliers		(5,897	)		(8,402	)		(1,331	)		(2,783	)
Bank and collection fees		(1,506	)		(3,899	)		(822	)		(2,497	)
Interest on provision for tax, civil and labor losses		(14,102	)		(25,556	)		(4,591	)		(10,275	)
Interest on Lease Liabilities		(3,694	)		(7,290	)		(4,039	)		(8,060	)
Other finance costs		(101	)		(1,288	)		(3,128	)		(3,933	)
		(69,902	)		(127,865	)		(20,773	)		(40,488	)
Financial Result (net)		(48,006	)		(90,700	)		(14,975	)		(29,227	)

31 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

25. Segment Reporting

Information reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of segment performance is focused on revenue, “profit (loss) before finance result and tax”, assets and liabilities segregated by the nature of the services provided to the Company’ customers. Thus, the reportable segments are: (i) Content & EdTech Platform; and (ii) Digital Platform.

· Content & EdTech platform derives its results from core and complementary educational content solutions through digital and printed content, including textbooks, learning systems and other complementary educational services.

· Digital Platform aims to unify the entire school administrative ecosystem, allowing private schools to add multiple learning strategies and help them focus on education, through the physical and digital e-commerce platform (Livro Fácil) and other digital services from Company. Operations related to this segment began with the acquisition of Livro Fácil. In August 2021, the Company acquired EMME, which has its digital platform focused on the production of educational marketing material for the Company's partner schools, the companies MVP Consultoria e Sistemas Ltda and Phidelis Tecnologia Desenvolvimento de Systems Ltd.

Due to the nature of the Company’s e-commerce platform, the Content & EdTech Platform segment sells its printed and digital content to the Digital Services segment. These transactions are priced on an arm’s length basis and are to be settled in cash. However, the eliminations made in preparing the consolidated financial statements are included in the measure of the segment’s profit or loss that is used by the CODM, and therefore the amounts presented herein are net of such intersegment transactions.

The following table presents the Company’s revenue, its reconciliation to “profit (loss) before finance result and tax”, assets and liabilities by reportable segment. No other information is used by the CODM when assessing segment performance:

	April 1, to June 30, 2022
	Content & EdTech Platform			Digital Services Platform			Total
Net revenue from sales and services		171,384			18,572			189,956
Cost of goods sold and services		(65,928	)		(14,038	)		(79,966	)
Operating income (expenses)
General and administrative expenses		(121,554	)		(5,585	)		(127,139	)
Commercial expenses		(45,695	)		(1,293	)		(46,988	)
Other operating income		733			(26	)		707
Impairment losses on trade receivables		(3,543	)		-			(3,543	)
Profit (Loss) before finance result and taxes		(64,603	)		(2,370	)		(66,973	)

	June 30, 2022
	Content & EdTech Platform			Digital Services Platform			Total
Net revenue from sales and services		495,965			74,572			570,537
Cost of goods sold and services		(148,950	)		(60,253	)		(209,203	)
Operating income (expenses)
General and administrative expenses		(243,748	)		(9,479	)		(253,228	)
Commercial expenses		(84,328	)		(10,593	)		(94,921	)
Other operating income (expenses)		1,666			(26	)		1,640
Impairment losses on trade receivables		(12,439	)		-			(12,439	)
Profit before finance result and taxes		8,166			(5,779	)		2,387
Assets		7,299,100			118,877			7,417,977
Current and non-current liabilities		2,739,602			57,024			2,796,626

32 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

	April 01, to June 30, 2021
	Content & EdTech Platform			Digital Services Platform			Total
Net revenue from sales and services		126,754			14,381			141,135
Cost of goods sold and services		(57,429	)		(10,118	)		(67,547	)
Operating income (expenses)
General and administrative expenses		(96,249	)		(1,681	)		(97,930	)
Commercial expenses		(34,869	)		(714	)		(35,583	)
Other operating income		856			(1,819	)		(963	)
Impairment losses on trade receivables		(15,599	)		-			(15,599	)
Profit (Loss) before finance result and taxes		(76,536	)		48			(76,487	)

	June 30, 2021
	Content & EdTech Platform			Digital Services Platform			Total
Net revenue from sales and services		350,378			71,589			421,967
Cost of goods sold and services		(134,296	)		(47,233	)		(181,529	)
Operating income (expenses)
General and administrative expenses		(198,059	)		(9,747	)		(207,806	)
Commercial expenses		(73,707	)		(11,384	)		(85,091	)
Other operating income		1,504			-			1,504
Impairment losses on trade receivables		(18,208	)		-			(18,208	)
Profit before finance result and taxes		(72,388	)		3,224			(69,163	)
Assets		6,312,485			134,100			6,446,585
Current and non-current liabilities		1,661,222			55,539			1,716,761

The Segments’ profit represents the profit earned by each segment without finance results and income tax expense. This is the measure reported to the CODM for the purpose of resource allocation and assessment of segment performance.

The Company operates in Brazil, with no revenue from foreign customers. Additionally, no single customer contributed ten per cent or more to the Company and Segments revenue for the six-months periods ended on June 30, 2022 and 2021. 

26. Non-cash transactions

Non-cash transactions for the six-months periods ended June 30, 2022 and 2021 are, respectively: (i) Additions of right of use assets and lease liabilities in the amount of R$21,049 and R$ 15,093 (Note 11), and (ii) Disposals of contracts of right of use assets and lease liabilities in the amount of R$ 2,591, and R$ 3,481 (Note 15) and Accounts payable assumed in the acquisition of Phidelis and MVP, in the amount of R$ 28,840 (see Note 5).

33 

VASTA Platform Limited

Unaudited Condensed Interim Consolidated

Financial Statements

27. Subsequent events

27.1 Investment in Educbank

On July 19, 2022, the Company completed by its wholly owned subsidiary, Somos Sistemas de Ensino S.A. (“Somos”), of the minority investment in Educbank Gestão de Pagamentos Educacionais S.A. (“Educbank”). Vasta investment will total R$158 million, for a 47.4% stake in Educbank, to be paid in: (i) cash installments totaling R$88 million, according to the growth of students served by Educbank and other conditions, and (ii) upon capitalization of credits arising from the sale of intangible assets by Somos (R$ 70 million). Vasta will have the right to appoint two members (out of six) to the board of directors of Educbank.

Educbank is the first financial ecosystem dedicated to K-12 schools, intended to expand access to quality education in Brazil, through services’ management and financial support to educational institutions by providing payment guaranty to school tuitions. This investment will enable Vasta to capture great value potential in the following years, by tapping the K-12 tuitions payment means, which total payment volume (TPV) surpasses R$70 billion per year. Educbank’s services complement Vasta’s digital services platform, which provides access to data, management tools and now working capital management, releasing time for school partners to focus on delivering education.

27.2 Investment in Flex Flix

On July 5, 2022, the Company completed by its wholly owned subsidiary, Somos Sistemas de Ensino S.A. (“Somos”), of the minority investment in Flex Flix Limited (“Flex Flix”). Vasta investment will total R$8.2 million, for a 10% stake in Flex Flix fully paid in cash as of the closing date. Vasta will have the right to appoint one member (out of three) to the board of directors of Flex Flix.

Flex Flix is an internet-based education/edutainment company that operates a video streaming service, streaming in 3 languages (Spanish, English and Portuguese). The products on this platform cover high resolution, big data and artificial intelligence solutions.

34